20-0508_SADDLEBACK VALLEY COMMUNITY CHURCH_Maintenance AgreementRECORDING REQUESTED BY, AND WHEN
RECORDED, MAIL TO:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: City Manager
WITH A CONFORMED COPY TO:
Saddleback Valley Community Church
1 Saddleback Parkway
Lake Forest, CA 92630
Attn: Steve Johnson
Exempt from Recording Fees:
Gov Code 27383
Title of Document:
61147.80014\32872799.4
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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This Space for Recorder's Use Only
MAINTENANCE AGREEMENT
BY AND BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
SADDLEBACK VALLEY COMMUNITY CHURCH
REGARDING
RANCHO CAPISTRANO QUIET ZONE GRADE CROSSING
MAINTENANCE AGREEMENT
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND SADDLEBACK VALLEY COMMUNITY CHURCH
REGARDING RANCHO CAPISTRANO QUIET ZONE GRADE CROSSING
This Maintenance Agreement ("Agreement") is made and entered into as of
2020, for reference purposes only, by and between the City of
San J an Capistrano, a California general law city and municipal corporation ("City"),
and Saddleback Valley Community Church, a California domestic non-profit corporation
("Owner" or "Saddleback Church") . The City and the Owner are sometimes individually
referred to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. The Parties desire to convert an existing, at -grade private railroad crossing to a
public, quiet zone crossing that is located within the City limits, a project referred
to as the San Juan Capistrano Quiet Zone — Rancho Capistrano Grade Crossing
Project ("Project"). The existing crossing is located on a Southern California
Regional Rail Authority (SCRRA) rail line.
B. A quiet zone is a section of a rail line at least one-half mile in length containing
one or more consecutive public highway -rail grade crossings at which locomotive
horns are not routinely sounded ("Quiet Zone"). Quiet Zones, which involve
replacing the use of locomotive horns with an effective and safe substitute to
warn drivers and pedestrians of oncoming trains, require the approval of the
Federal Railroad Administration (FRA).
C. The Owner is the owner of that certain real property in the City consisting of,
among other parcels, Assessor's Parcel No. ("APN") 637-082-68 ("Saddleback
Property"), as more particularly described in Exhibit A and incorporated herein.
The Saddleback Property is sited with worship buildings and undeveloped fields.
The existing at -grade private crossing is used by the public to enter the
Saddleback Property.
D. The Parties are collaborating to obtain approval from the appropriate traffic
control authorities and regulatory agencies to establish a Quiet Zone at the
railway crossing located on the Saddleback Property, as more particularly
described in Exhibit B.
E. In a joint effort to obtain the Quiet Zone designation, the Parties mutually agree
that Saddleback Church will be responsible for paying for certain improvements
necessary to complete the Project and for the ongoing maintenance of the
improvements.
TERMS
NOW, THEREFORE, in consideration of the above recitals and of the mutual
covenants hereinafter contained and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
61147.80014\32872799.4
1. Effective Date. Once executed, this Agreement shall be effective from the date of
its recordation with the Office of the Recorder of the County of Orange ("Effective
Date").
2. Term. The term of this Agreement shall commence on the Effective Date, and
shall continue until the date that is the earlier of the following to occur: (1) the
removal of the "public" at -grade highway -rail crossing designation (CPUC
Application No. 19-09-001) (including, without limitation because the subject rail
lines are abandoned or relocated), or (2) the Parties agree, in writing to a
different period, unless this term is modified or extended pursuant to the
provisions of this Agreement.
3. Quiet Zone Improvements. The Owner shall pay for the construction and
installation of improvements to the railway crossing in the area of the Property
depicted in Exhibit B, which shall be completed in accordance with the
standards and specifications mandated by federal, state, and local authorities,
and as further required by any Project -specific approvals by regulatory agencies
with jurisdiction over the Project. Improvements to the railway crossing for which
the Owner is responsible for paying consist of the following structures and
features ("Quiet Zone Improvements"):
3.1. Cast -in-place concrete raised or asphaltic concrete raised median
approximately one -hundred -sixty feet in length and eight inches in height;
3.2. Thermoplastic pavement markings, lane striping, and edge markings; and
3.3. Traffic signs and sign -posts in three locations indicating to the public that
the crossing is a Quiet Zone.
4. Maintenance. Owner shall maintain, at its sole expense, the existing roadway
bridge over Oso Creek and the Quiet Zone Improvements for the Term of this
Agreement in a safe, clean, workmanlike, and operating condition at all times
consistent with the City's standards described in Exhibit C. Owner also agrees
to maintain the Quiet Zone Improvements, at all times, in compliance with any
standard or rule mandated by federal, state, and local authorities, including any
Project -specific approvals by regulatory agencies with jurisdiction over the
Project.
5. Supplemental Safety Measure Costs. Owner shall reimburse the City for any
additional fees and costs that the SCRRA, which operates Metrolink, assesses
on the City to enhance the safety of the railway crossing as part of the Project
("Supplemental Safety Measure Costs"). Supplemental Safety Measure Costs
include, but are not limited to, annual maintenance costs and the costs of
additional signals or measures required by SCRRA as part of the Project. Owner
shall pay these costs within thirty (30) days of being notified in writing by the City
of said costs.
6. OCTA License Fees. Owner shall pay all costs associated with the initial license
fee and annual license fee of the Orange County Transportation Authority
61147.80014\32872799.4 2
(OCTA). Owner shall pay these costs within thirty (30) days of being notified in
writing by the City of said costs.
7. Failure to Perform.
7.1. Notice to Cure.
7.1.1. Should the Owner violate any provision of this Agreement or fail to
perform under this Agreement in any way, the City shall provide the
Owner with written notice describing the violation or failure to
perform ("Notice of Violation").
7.1.2. The Owner shall diligently work to cure the violation within fourteen
(14) days of the date of the Notice of Violation. The City, at its
discretion, may at any time extend the time period to cure.
7.2. Citv Performance.
7.2.1. If the Owner fails to cure any violation described in the Notice of
Violation, then, at the Owner's sole expense, the City may
undertake to perform the Owner's obligations by providing at least
seven (7) days written notice to the Owner.
7.2.2. The City shall invoice the Owner for the City's costs to perform the
obligations. The Owner shall pay the City's invoice within thirty (30)
days of the City's issuance of the invoice.
7.3. Lien. If the Owner fails to pay the City's invoices pursuant to Subsection
7.2.2, then the City has the right to establish and enforce a lien or other
encumbrance against the Property to recover the costs incurred in
performing the Owner's obligations.
8. Indemnification.
8.1. Indemnification of the City by the Owner. The Owner shall defend,
indemnify and hold the City, its officials, officers, employees, and agents
(the "Indemnified Parties") free and harmless from any and all liability from
loss, damage, or injury to property or persons, including wrongful death, in
any manner arising out of or incident to acts, omissions, and/or operations
by the Owner, its officials, officers, personnel, employees, invitees,
licenses, guests, contractors, and/or subcontractors as well as its
contractors' and/or subcontractors' officials, officers, employees, and
agents ("Claims"). Further, the Owner shall defend at its own expense,
including attorneys' fees, the Indemnified Parties in any legal action based
upon such acts, omissions and/or operations.
8.2. The Owner's Obligation The Owner's obligations under this Section 8
shall apply to Claims of every kind suffered, or alleged to have been
suffered, regardless of whether or not the City has prepared, supplied, or
approved any plans or for the uses allowed by this Agreement, and
61147.80014\32872799.4 3
regardless of whether or not such insurance policies shall have been
determined to be applicable to any of such damages or claims for
damages.
Claims include, but are not limited to those resulting from, arising out of, or
based upon (i) the presence, release, use, generation, discharge, storage,
or disposal of any hazardous material on, under, in or about, or the
transportation of any such materials to or from, the Property in the
performance of this Agreement, or (ii) the violation, or alleged violation, of
any statute, ordinance, order, rule, regulation, permit, judgment, or license
relating to the use, generation, release, discharge, storage, disposal, or
transportation of hazardous materials on, under, in, or about, to or from,
the Property in the performance of this Agreement.
8.3. The City's Rights. The City does not and shall not waive any rights against
the Owner that the City may have under the indemnification provision in
this Section because of the City's acceptance of any security deposits or
insurance policies.
8.4. Survival. The indemnification provision in this Section shall survive the
termination or expiration of this Agreement.
9. Insurance.
9.1. Commercial/General Liability Insurance. Owner shall procure and
maintain, during the Term of this Agreement, the general liability and
property insurance according to the terms of Section 10 of that certain
Deposit and Reimbursement Agreement between the Parties, dated
September 4, 2018, which terms are hereby incorporated by reference as
though fully set forth herein. The amounts of coverage for such insurance
shall be One Million Dollars ($1,000,000) per occurrence/ Two Million
Dollars ($2,000,000) aggregate, which amounts may, in the City's
reasonable discretion, be adjusted from time to time. Owner shall be
obligated to name the City, its elected officials, officers, employees and
agents as named additional insureds. The City shall be entitled to review a
copy of the policy in effect, at its request.
9.2. Quiet Zone Insurance. In the event the Quiet Zone is approved by the
Federal Railway Administration, the Owner shall reimburse City the cost of
Quiet Zone insurance coverage available through the City's insurance
program, as long as that coverage remains commercially reasonably
available. Payment by the Owner shall occur within thirty (30) calendar
days following receipt of the invoice from the City. In the event that Quiet
Zone insurance is not available through the City's insurance program, the
Owner may procure and maintain a Quiet Zone insurance policy and
name the City, its elected officials, officers, employees and agents as
named additional insureds on said Quiet Zone insurance policy. Such
Quiet Zone policy shall be provide for a coverage amount not less than
Two Million Dollars ($2,000,000). Owner shall provide City with an
61147.80014\32872799.4 4
additional insured endorsement (not merely a certificate) covering Project
activities. In the event Owner does not a) reimburse the City for the
Quiet Zone insurance through the City's program, or b) maintain such
Quiet Zone policy referenced above, then Owner shall be obligated to
provide to the City security, in the form of an Irrevocable Standby Letter of
Credit, to cover anticipated legal costs of defending a railroad -related
personal injury lawsuit. The initial amount of such Standby Letter of Credit
shall be Two Hundred and Fifty Thousand Dollars ($250,000), which shall
be reissued and provided to the City every five years. The amount of the
Standby Letter of Credit shall increase according to the Consumer Price
Index — Los Angeles -Long Beach -Anaheim (All Consumers (CPI -U)) for
the preceding five year term. Such amount shall not go down.
10. Recordation. Within thirty (30) days from the date of execution of this Agreement,
The Owner shall cause this Agreement to be recorded with the Office of the
Recorder of the County of Orange.
11. Amendment. This Agreement may be amended, in whole or in part, only by a
written instrument executed by the Parties in the same manner as this
Agreement and recorded in accordance with Section 10. No supplement,
modification, and/or amendment of this Agreement shall be binding unless
executed as provided in this Section.
12. Termination. This Agreement shall terminate upon occurrence of any of the
following:
12.1. A written agreement between the Parties;
12.2. Removal of the "public" at -grade highway -rail crossing designation (CPUC
Application No. 19-09-001) for any reason (including, without limitation
because the subject rail lines are abandoned or relocated).
Upon termination of this Agreement for any of the above reasons, the Parties
shall promptly execute a written instrument to terminate this Agreement and record it
according to Section 10.
13. Notices. Any notice, demand or other communication to be given by either Party
to the other hereunder shall be given by personal service, or Express Mail,
Federal Express, DHL, UPS or any other similar form of airborne/overnight
delivery service, or mailing in the United States mail, postage prepaid, certified
and return receipt requested, addressed to the Parties at their respective
addresses as follows:
To City:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: City Manager
61147.80014\32872799.4 5
To Owner:
Saddleback Valley Community Church
1 Saddleback Parkway
Lake Forest, CA 92630
Attn: Steven Johnson
Any such notice shall be deemed to have been given upon delivery or, if mailed,
upon actual receipt or the date on which actual receipt is rejected. Either Party may
change the address where it desires to receive notice upon giving written notice of such
request to the other Party.
14. Attorneys' Fees. If any legal action or proceeding arising out of or relating to this
Agreement is brought by either Party to this Agreement, the prevailing Party shall
be entitled to receive from the other Party, in addition to any other relief that may
be granted, the reasonable attorneys' fees, costs, and expenses incurred in the
action or proceeding by the prevailing Party.
15, Governing Law and Venue. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Orange County.
16. No Waiver. No delay on the part of either Party in exercising any right, power or
privilege under this Agreement shall operate as a waiver, nor shall any waiver on
the part of either Party of any right, power or privilege operate as a waiver of any
other right, power or privilege under this Agreement, nor shall any single or
partial exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege under this
Agreement.
17. Construction.
17.1. Simple Construction. It being agreed the Parties or their agents have
participated in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and
not strictly for or against any Party.
17.2. Section Headings. Section headings contained in this Agreement are for
convenience only and shall not have an effect in the construction or
interpretation of any provision.
17.3. Calendar Days. Any term referencing time, days, or period for
performance shall be deemed calendar days and not work days.
18. Entire Agreement. This Agreement, including Exhibits A, B, and C, contains the
entire Agreement of the Parties with respect to the subject matter herein, and
supersedes all prior negotiations, understandings or agreements, either written or
oral, express or implied, with respect to the Project. Any oral representations or
modifications concerning this Agreement shall be of no force or effect except by
subsequent written amendment made pursuant to Section 11.
19. Severability. The invalidity in whole or in part of any provision of this Agreement
shall not void or affect the validity of any other provision of this Agreement.
20. Third Parties. This Agreement is made and entered into for the sole protection
and benefit of the Parties and their successors and assigns, and no other person
61147.80014\32872799.4 6
or entity is a third -party beneficiary of, or has any direct or indirect cause of
action or claim in connection with the Agreement or any other related document
to which that person or entity is not a Party.
21. Binding on Successors and Assigns. The covenants, benefits, restrictions, and
obligations contained in this Agreement shall be deemed to run with the land and
shall be binding upon and inure to the benefit of all successors and assigns in
interest of the Owner.
22. AL3thority. The Parties to this Agreement represent and warrant that this
instrument has been duly authorized and executed and constitutes the legally
binding obligation of their respective organization or entity, enforceable in
accordance with its terms.
23. Siqnatures. This Agreement may be signed and dated in parts.
Signatures on next page.
61147.80014\32872799.4 7
SIGNATURE PAGE TO
MAINTENANCE AGREEMENT
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND SADDLEBACK VALLEY COMMUNITY CHURCH
REGARDING RANCHO CAPISTRANO QUIET ZONE GRADE CROSSING
In witness thereof, the Parties have executed this Agreement,
SADDLEBACK VALLEY COMMUNITY
CHURCH
THE CITY OF SAN JUAN CAPISTRANO,
a California general law city and municipal
corporation
By: Saddleback Valley Community Church City of San Juan Capist
By: By: e--�z -I
Steve Johnson njami3' Siegel, City Manager
Date:/ L O -2-0 D
ATTEST D TO: A
By: B
61147.80014\32872799.4 8
APPROVED AS TO FORM:
Best Best & Krieger LLP
ay:
Je rey allin r
City Attorney
PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document, to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Orange ) ss.
City of San Juan Capistrano )
(Gov't Code 40814 & Civil Code 118 1)
On June 15, 2020, before me, Maria Morris, City Clerk, personally appeared
Benjamin Siegel, City Manager and Jeffrey Ballinger, City Attorney, who proved to me on the
basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity (ies), and that by his/her/there signature on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
(SEAL)
Capacity Claimed by Signers
City Manager
City Attorney
Title
Signer is Representing
City of San Juan Capistrano
hand and official seal.
City Clerl
OPTIONAL
Description of Attached Document
Title or Type of Document
Maintenance Agreement
By and Between
The City of San Juan Capistrano and
Saddleback Valley Community Church
Regarding
Rancho Capistrano Quiet Zone Grade Crossing
EXHIBIT A
PROPERTY DESCRIPTION
.1, ! it: K I If- 17
EXHIBIT A
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61147.80014\32872799.4 A-1
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PARCELI
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MUN5AKE P, & ASOCIA'fiN
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61147.80014\32872799.4 A-1
EXHIBIT B
MAINTENANCE AREA MAP
EXHIBIT B
LOCATION OF SAFETY fAEASUAES WITHIN
THE EASEMENT AREA
• e
Fez �
EXIifEiT 6
61147.80014\32872799.4 B—
EXHIBIT C
CITY'S MAINTENANCE REQUIREMENTS AND STANDARDS
Owner shall install and maintain all signing, striping, and pavement
markings in conformance with the latest edition of California Manual
Uniform Traffic Control Devices Chapters 213, 2C. 3A, 313, 5C, and 5F.
Pavement markings and striping shall be repainted by the Owner as
required to the satisfaction of City.
Pavement resurfacing and pothole repair shall be performed by the
Owner to the satisfaction of the City.
Damaged or missing traffic signs shall be replaced immediately by the
Owner upon notification.
Roadway shall be maintained by the Owner to be free of debris, trash,
and in a safe manner.
City shall not be responsible for the maintenance, repair or
replacement of the structural components of the bridge over Oso
Creek.
61147.80014\32872799.4 C-
A Notary Public or other officer completing
this Certificate verifies only the identity of
the individual(s) who signed this document
to which this certificate is attached, and not
the truthfulness, accuracy or validity of that
document.
All Purpose Acknowledgment
State of California }
County of Orange} ss.
Onbefore me, Theresa Dobbs . Notary
Public, pet sonally appeared 6C4
who proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
Signature a LjLt
THERESA DOBBS, Notary Public
THERESA DOBBS
COMM. 0 2185182
NOTARY FlI�LIC CAUFORNM 74
ORANGE COUNTY
Comm. MARCH 28, 2021