06-0801_CENTRA REALTY CORPORATION_License & Indemnity Agreement0
LICENSE AND INDEMNITY AGREEMENT
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and
entered into as of August 1, 2006 by and between the City of San Juan Capistrano, a
public body corporate and politic, hereinafter, "Licensor", and Centra Realty Corporation,
hereinafter, "Licensee'.
WITNESSETH
WHEREAS, Licensor is the owner of that certain unimproved real property located at
the northwest corner of the intersection of Rancho Viejo Road and Golf Club Drive in the
City of San Juan Capistrano, County of Orange, State of California, commonly referred to
as Lot 217 of Tract 12954 and more particularly described in Exhibit "A" attached hereto
and incorporated herein by reference ("Property"); and,
WHEREAS, Licensor anticipates the development of permanent improvements on
Property which will require the importation of clean fill dirt; and,
WHEREAS, Licensee has excess clean fill dirt at its affiliate's nearby development
known as Ortega Ranch that Licensee would like to export said clean fill dirt; and,
WHEREAS, Licensee desires using portions of the Property to facilitate the temporary
stockpiling of clean fill dirt for future development of the Property by Licensee's affiliate and for
no other purpose; and,
WHEREAS, Licensor desires to grant Licensee permission to engage in said activity on
the Property.
NOW THEREFORE, in consideration of the mutual covenants and obligations of the
parties herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 1. Grant of License.
Licensor hereby grants Licensee and its representatives and agents a revocable license to
enter and use the Property for the purpose as authorized by Permits to temporarily stock
pile clean fill dirt. Neither Licensee nor its agents or representative shall: (i) cause any
damage to the Property or any improvements thereon. All persons entering onto the
Property pursuant to this Agreement shall do so at their own risk.
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Section 2. Term/Revocation of License.
The license granted pursuant to this Agreement shall be revocable by Licensor at any
time, effective immediately upon notice from Licensor to Licensee. The revocation shall
in no way prejudice any of the rights and remedies available to Licensor at law or in
equity, and Licensee acknowledges and agrees that all of the obligations and
responsibilities of Licensee under this Agreement shall continue and survive such
termination.
Section 3. No Duty to Warn.
City of San Juan Capistrano has no duty to inspect the Property and no duty to warn
Licensee or any person of any other latent or patent defect, condition or risk that might
be incurred in entering the Property. Licensee has inspected or will inspect the Property
and hereby accepts the condition of the Property "As is." Licensee acknowledges that
neither Licensee nor any employee, agent or representative of Licensee has made
representations or warranties concerning the condition of the Property. All persons
entering the Property under this License do so at their own risk.
Section 4. Permits and Approvals; Standard of Work.
At its sole cost and expense, Licensee shall obtain all governmental permits and
authorizations required in order to engage in the temporary stock piling of clean fill dirt.
Licensee shall comply, and shall cause its agents and representatives to comply, with all
laws, codes, rules, regulations and permits applicable to the stockpiling activities. All
stockpiling activities shall be performed in accordance with standards and practices
customarily utilized in the industry. Licensee agrees to monitor Property for un -permitted
dumping and agrees to abate any illegal disposal at its cost to prevent the site from
becoming an attractive nuisance. Licensee will also maintain erosion control and storm
water management devices for any imported soil.
Section 5. Indemnification.
To the extent permitted by law, Licensee shall indemnify, defend, protect and hold City of
San Juan Capistrano harmless from and against all claims, causes of action, damages,
losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys'
and consultants' fees and costs) caused by or arising in connection with the stockpiling
activities and the entry onto the Property by Licensee and/or its guests, invitees, agents,
and representatives. Licensee's indemnification and defense obligations pursuant to the
foregoing shall apply to, without limitation: (i) personal injury, property damage and
nuisance; (ii) any liens, claims, demands, actions or suits arising from the Permitted
Activities; and (iii) any costs of enforcement of any provision of this Agreement.
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Section 6. Insurance.
Insurance required herein shall be provided by Admitted Insurers in good standing with the
State of California and having a minimum Best's Guide Rating of A- Class VII or better.
i) Comprehensive General Liability. Throughout the term of this License,
Licensee shall maintain in full force and effect Comprehensive General
Liability coverage in the following minimum amounts:
$1,000,000 property damage;
$1,000,000 injury to one person/any one occurrence/not limited to
contractual period;
$2,000,000 injury to more than one person/any one occurrence/not
limited to contractual period.
ii) Proof of Insurance Requirements/Endorsement. Prior to beginning any work
under this License, Licensee shall submit the insurance certificates, including
the deductible or self -retention amount, and an additional insured
endorsement to the Licensee's general liability and umbrella liability policies
using ISO form CG 20 10 to the City of San Juan Capistrano's General
Counsel for certification that the insurance requirements of this License have
been satisfied.
Notice of Cancellation/Termination of Insurance. The above policy/policies
shall not terminate, nor shall they be canceled,
until after thirty (30) days' written notice is
Capistrano, except that ten (10) days' notice
cancellation due to failure to pay a premium.
Section 7. Liens.
nor the coverages reduced,
given to City of San Juan
shall be given if there is a
Licensee shall keep the Property free and clear of all mechanics', materialmen's and other
liens resulting from the Permitted Activities.
Section 8. Authority.
Each signatory hereto warrants to the other party its authority to sign on behalf of the
party for whom its purports to sign.
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Section 9. Notices.
Any notices required to be given under this License Agreement shall be sent to the
following parties:
To LICENSOR:
City of San Juan Capistrano
Attn: City Manager's Office
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Fax Number (949) 488-3874
Section 10. Entire Agreement.
To LICENSEE:
c/o Centra Realty Corporation
Attn: George Peterson
3 Park Plaza, Ste. 1490
Irvine, CA 92614
Fax Number (949) 476-8520
This Agreement sets forth the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior discussions, negotiations, understandings or
agreements relating thereto.
Section 10. No Oral Modification.
No alteration or variation of this Agreement shall be valid or binding unless made in
writing and signed by the parties hereto.
Section 11. Successors and Assigns.
Licensee may not assign any of its rights under this Agreement, either voluntarily or by
operation of law, without San Juan Capistrano Community Redevelopment Agency's
prior written consent. No assignment by Licensee shall release Licensee from any
liability under this Agreement. Subject to the foregoing, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
Section 12. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of California.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
Attest:
R. Monahan, City Clerk
Approved as to Form:
John Vw, City Attorney
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LICENSOR
City of San Juan Capistrano
a public body corporate and politic
David Swer lin, ayor
LICENSEE
Centra Rea
, President
Exhibit "A"
LEGAL DESCRIPTION OF PROPERTY
Lot 217 of Tract 12954
APN 650-592-02