99-0706_CALLE PERFECTO BUSINESS PARK LLC_Hold Harmless Agreement0
HOLD HARMLESS AGREEMENT
This Hold Harmless Agreement is made this day oft" , 1999, by and between
�
the City of San Juan Capistrano (hereinafter City ), and Calle t rfecto Business Park, LLC
(hereinafter "Developer").
RECITALS:
Whereas, Developer desires to develop certain real property, more particularly Assessor's
parcel #121-171-17, located within the City, and
Whereas, the development of this property requires the construction of an extension of Calle
Perfecto Street to the north, and
Whereas, the City has accepted an irrevocable offer of dedication of a forty six (46) foot wide
strip of land lying adjacent to the terminus of Calle Perfecto and abutting Assessor's parcel # 668-
441-01, and
Whereas, the San Juan Capistrano Community Redevelopment Agency (the "Agency") has
entered into an agreement with a potential tenant of the Development, Pacific Sales, whereby the
Agency has agreed to provide assistance to Pacific Sales measured by the amount of sales tax
revenue generated by Pacific Sales up to a maximum amount, and
Whereas, Developer is willing to construct the street improvements required to connect Calle
Perfecto to the development as required by the conditions of approval of Tentative Tract Map No.
15853.
Now therefore the City and Developer agree as follows:
AGREEMENT
Section 1. Acceptance of Offer of Dedication.
City accepted the offer of dedication of a 46 foot wide strip of land for street and utility uses
as shown on Lot Line Adjustment No. 84-10564-105 so as to permit the extension of Calle Perfecto
to the Developer's property.
Section 2. Hold Harmless.
In consideration of City's acceptance of the offer of dedication as specified in Section 1,
above, and Agency's agreement to assist Pacific Sales in relocating to the project, Developer hereby
062199/13:51/P90000-001/110906.1 1
SC
agrees to hold, save, and defend City and Agency, and their elected and appointed officials, and
employees, harmless from any claims, damages, and liabilities, including attorney's fees, that may
arise out of City's acceptance of the offer of dedication and subsequent development of the land for
road purposes, except that Developer's obligations hereunder shall be limited to claims, damages,
and liabilities asserted by the owner, lessees or licensees, claiming a real property interest in
Assessor's parcel #668-441-01 within one year following the completion of the street improvements
to be constructed by Developer pursuant to Section 4, below. In addition, Developer's liability
under this section shall not exceed the amount of assistance actually provided to Pacific Sales by the
Agency pursuant to the terms of that certain agreement dated July 6 , 1999.
Section 3. City Names as an Additional Insured.
City and Agency shall be named as an additional insured on Developer's existing Ten
Million dollar ($10,000,000.00) umbrella policy of liability and property damage insurance and on
all policies of insurance required of contractors and subcontractors performing work on the street
improvements. Developer shall provide City and Agency with certificates of insurance evidencing
compliance with this Section prior to commencing any work on the improvements for the extension
of Calle Perfecto to the Developer's property.
Section 4. Completion of Street Improvements.
Developer shall construct and install the improvements to the extension of Calle Perfecto in
accordance with plans and specifications approved by City as required by the conditions of approval
of Tentative Tract Map No. 15853. The improvements shall include the construction of a block wall
and landscaping along the northern perimeter of Calle Perfecto adjoining Assessor's Parcel #668-
441-01.
Section 5. Security for Completion of Improvements.
Prior to the City's approval of the improvement plans for the extension of Calle Perfecto,
Developer shall provide security to the City as follows:
1. A faithful performance bond in the form provided by Subdivision Map Act in the
amount of the estimated cost of completing the street improvements; and
2. A labor and materials bond in the form provided by Subdivision Map Act in the
amount of fifty percent (50%) of the estimated amount of the cost of completing the
street improvements.
Section 6. Entire Agreement.
This Agreement shall constitute the entire understanding and agreement of the parties with
respect to the subject matter of this matter.
062199/13:51 /P90000-001/110906.1 -2-
Section 7. Notices.
Any notices given under this Agreement shall be by first class mail as follows:
To City:
City Manager
City Hall
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
To Developer:
Calle Perfecto Business Park, LLC
31682 El Camino Real
San Juan Capistrano, CA 92675
In Witness Whereof, the parties hereto have executed this Agreement on the day and year
first above written.
APPROVED AS TO FORM
John SFawj Ctty Attorney
"CITY"
City of San Juan Capistrano
By: IJ4C,,
J A GREINER, MAYOR
"DEV OPER"
Calle ecto Business, LLC
By:
By:2�A�
062199/13:51/P90000-001/110906.1 3