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08-1104_SUPERIOR AUTO OF SJC DBA TOYOTA/SCION OF SJC_Agenda Report_B2 60o c,
CRA. 2/2/2010
AGENDA REPORT B2
TO. Joe Tait, Executive Director
FROM: Douglas D. Dumhart, Economic Development Manager
SUBJECT: Consideration of Second Amendment to the License Agreement for
Temporary Vehicle Storage on Lower Rosan Ranch (Hogan SKR dba
Capistrano Toyota -Scion) (APN 121-24073, 121-253-13 & 15)
RECOMMENDATION:
By motion, approve the Second Amendment to the License Agreement by and between
the San Juan Capistrano Community Redevelopment Agency and Hogan SKR dba
Capistrano Toyota-Scion,
SUMMARY;
The Agency Board of Directors discussed various land use goals and objectives for
Lower Rosan Ranch on July 3, 2007. The Board unanimously supported interim use of
the property to aid the City's car dealers with their request for vehicle storage needs. To
that end, the City Council adopted Resolution Number 07-08-07-08 on August 7, 2007,
to permit the temporary storage of dealership inventories on the property for a period
longer than 12 months.
On September 4, 2007, the Agency Board of Directors approved a License Agreement
with the Toyota dealership containing the terms and conditions for their use of a portion
of the Lower Rosan Ranch property for temporary storage of vehicle inventory. The site
required over $100,000 of prep work to make it useable for temporary storage. In
consideration of improvements Toyota made to the Property, no fee payment was
required for the first eighteen months of the agreement. That eighteen month term has
expired, and a monthly license fees of $8,000.00 is now required per the agreement
terms.
Toyota has made the January 2010 storage fee payment, and has submitted a written
request provided as Attachment 7 requesting waiver of the storage lot fee for the
remainder of 2010. Due to the deteriorating economic climate and declining automotive
market, Toyota is utilizing less than half of the area stipulated in the terms of the
agreement. Furthermore, Toyota has annual ongoing expenses associated with the
temporary rental of security fencing, lighting, electricity and grounds maintenance. Staff
finds a reduction of the monthly license fee warranted by the aforementioned conditions.
Therefore, staff recommends amending the License Agreement to establish a
reasonable monthly fee from February 1, 2010 to December 31, 2010.
Agenda Report
Page 2 February 2, 2010
BACKGROUND,
On September 4, 2007, the San Juan Capistrano Community Redevelopment Agency
("Licensor") and Superior Auto of SJC, LLC, dba, Toyota/Scion of San Juan Capistrano
("Licensee") entered into a License Agreement ("Agreement") provided as Attachment
2. The relevant terms of the License Agreement are:
1. The initial period of use is for 18 months from the date of occupancy.
Thereafter, the agreement may be terminated without cause by providing
a 30 day notice of termination. Toyota is required to obtain applicable
land use permits (e.g., Temporary Use Permit) from the City as a
prerequisite to using the property.
2. Toyota is responsible for securing all permits, expenses, and temporary
improvements to ready the property for vehicle storage.
3. Toyota shall pay no fee for the initial 18 months of use. Toyota will pay
a fee of $8,000 per month thereafter.
4. Permitted activities are limited to the storage, transport drop-off and
pick-up of vehicles. Hours of permitted activities are limited to 8:00 a.m. --
8:00 p.m. Monday — Friday, 10:00 a.m. — 5:00 p.m. for Sundays and
Federal Holidays.
5. Toyota will indemnify and insure the Agency and City in the amount of
$2,000,000 per occurrence, and provide proof of insurance coverage
through an endorsement.
6. Toyota shall not permit any contractors liens on the property due to
temporary improvements made thereon.
7. Toyota shall remove all temporary improvements at the Agency's
discretion.
On March 4, 2008, the Board approved the First Amendment to the agreement which
authorized staff to obtain an encroachment permit from the County of Orange
("County"). An encroachment permit was required because Lower Rosan Ranch was
only accessible by a driveway located on County property, specifically the County's
Flood Control District. A license amendment was necessary due to the County's policy
which does not allow encroachment permits issued to private parties. Therefore, the
Redevelopment Agency acquired the necessary permits and took on responsibility for
all County permit provisions. Through the license amendment, the Licensee took on all
accountability for the County's encroachment permit.
On October 17, 2008, the Agency received written request from Superior Auto of SJC,
LLC d.b.a. Toyota/Scion of San Juan Capistrano seeking the Agency's consent to
Agenda Report
Page 3 February 2, 2010
assign the License Agreement to Mr. Roger Hogan, future successor-in-interest of the
San Juan Toyota store. The request was presented to the Agency Board on November
4, 2008, and the Board authorized the Executive Director to execute an Assignment and
Assumption License Agreement provided as Attachment 3.
A Second Amendment to the License Agreement provided as Attachment 4 has been
prepared to reduce the monthly license fee and help facilitate a long term profitable
operation for one of the City's largest municipal revenue producer.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
NIA
FINANCIAL CONSIDERATIONS:
The License Agreement identified a monthly license fee of eight thousand ($8,000.00)
dollars per month to begin on the first day of the 19th month (January 2010) after all
necessary governmental approvals and completed improvements necessary to begin
operation of permitted uses. The Second Amendment to the License Agreement would
reduce monthly license fee to $1,500.
NOTIFICATION:
Roger Hogan, Capistrano Toyota-Scion
RECOMMENDATION:
By motion, approve the Second Amendment to the License Agreement by and between
the San Juan Capistrano Community Redevelopment Agency and Hogan SKR dba
Capistrano Toyota-Scion.
Respectfully submitted, Prepared by:
Xixt
Douglas D. Dumhart Joan Ross
Economic Development Manager Administrative Coordinator
Aftachment(s):
1. Letter from Capistrano Toyota Scion dated January 5, 2010
2. License Agreement for Temporary Vehicle Storage
3. Assignment and Assumption Agreement for Temporary Vehicle Storage
4. Second Amendment to the License Agreement for Temporary Vehicle Storage
CAPSTKANO JAN - 7 2010
TOYOTA
January 5, 2010
Mr. Douglas Dumhart
Economic Development Manager
City of San Juan Capistrano
32400 Paseo Aldelanto
San Juan Capistrano, CA 92675
Dear Mr. Dumhart,
Enclosed you will find the license fee in the amount of$8,000.00 for the month of
January 2010. We make this payment in good faith per the assumed License Agreement
for Temporary Vehicle Storage. As you are aware, this agreement was made during
much different market conditions and long before the current economic collapse we
presently find ourselves in.
It would be very much appreciated if the City of San Juan Capistrano waived the license
fees due for this storage lot for the remainder of 2010, enabling Capistrano Toyota to stay
ahead of the economic downturn, which in tarn will ensure a long and profitable
endeavor for the business and the City of San Juan Capistrano.
Respectfully submitted,
CAPISTRANO TOYOTA
Roger oga "� --- -
President
RH/ge
33395 Camino Capistrano
San Juan Capistrano, CA 92675
(949) 493-4100 E-mail. sales@capistranotoyotoscion.com Fax: (949) 276.8104
www.capistranotoyotascion.com ATTACHMENT 1
LICENSE AGREEMENT
FOR TEMPORARY VEHICLE STORAGE
THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of
September 4, 2007 by and between the San Juan Capistrano Community
Redevelopment Agency, a public body corporate and politic, hereinafter, ("Licensor"),
and Superior Auto of SJC, LLC, dba, Toyota/Scion of San Juan Capistrano, hereinafter,
("Licensee") sometimes referred to together as the ("Parties").
WITNESSETH
WHEREAS, Licensor is the owner of certain unimproved real property located
between the Orange County Transportation Authority railroad tracks and the Orange
County flood control channel and north of Stonehill Drive in the City of San Juan
Capistrano, County of Orange, State of California, commonly referred to as APN 121-
240-73; 121-253-13, and 121-253-15, hereinafter, ("Property"); and,
WHEREAS, Licensee anticipates the development of permanent improvements
at his auto dealership which will require the displacement of vehicle inventory during
construction; and,
WHEREAS, Licensee has a need for temporary storage yard for new vehicle
inventory, and,
WHEREAS, Licensee desires using portions of the Property and more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference, to
facilitate the temporary storage of inventory, hereinafter, ("Permitted Activities") as
described in Section 1 (d.) below; and,
WHEREAS, Licensor desires to grant Licensee permission to engage in said
Permitted Activities upon its Property, subject to Licensee obtaining required City of San
Juan Capistrano ("City") land use and CEQA environmental approvals,
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. Establishment of License Provisions.
(a) Grant of License, On the terms and subject to the conditions set forth in this
Agreement Licensor hereby grants to Licensee and its representatives and agents a
non-exclusive revocable license to enter upon the Property for "Permitted Activities"
subject to the conditions set forth in this Agreement. This Agreement is intended to
create a temporary license and shall not be deemed to create an easement, irrevocable
license, lease or a fee interest in the Licensor's Property.
Page 1 of 8
ATTACHMENT 2
(b) Planning Land Use Entitlements as Condition Precedent. The use of the
property under the "permitted uses" provision of this Agreement is subject to Licensee
obtaining a Use Permit and any other applicable applicable land use permits under City's
zoning title of the Municipal Code, Further, Licensee shall be subject to compliance with
the California Environmental Quality Act through the City's processing of the required
land use entitlements applicable to the permitted uses authorized under this agreement.
(c) Term of License Agreement. This Agreement shall take effect upon the date
of approval first above written. Thereafter, Licensee shall have a period of one (1) year
to secure applicable City land use approvals and other federal and state regulatory
agencies. Licensee may request extensions of time from the Licensee's Agency Board
based upon a showing of necessity for obtaining more time to complete regulatory
processing requirements. The request for an extension of time shall not be
unreasonably withheld.
When Licensee has secured all necessary governmental approvals and
completed the improvements necessary to initiate begin operation of permitted uses, the
minimum period of time Licensee shall have to conduct the permitted uses shall be for a
period of eighteen (18) months.
Upon conclusion of the eighteenth month of operation, Licensor shall have the
right to unilaterally terminate the license agreement without cause by giving Licensee
advance 30 days written notice of termination. Termination of the Agreement 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 small continue and survive such termination.
(d) Permitted Activities. Licensee is authorized to prepare the land to receive and
store new vehicle inventory subject to securing all requisite governmental permits as
noted above. Preparation, of the site includes, but are not limited to, minor grading for
earthen access ramp, creating a level useable 4 acre pad, and proper drainage.
Temporary improvements include, but are not limited to, gravel base for inventory
parking area and access ramp, security fencing and limited lighting, and minor
directional signage for delivery personnel. ©n-going operational activities are limited to
the transport, drop-off and pick-up of vehicle inventories from 8;00 am to 8:00 pm
Monday through Sundays and Federal Holidays. Large transport vehicle drop-off activity
on-site shall be limited to the hours between 8:00 am to 5:30 pm Monday through
Saturday only. No transport deliveries shall occur on Sundays or Holidays. Dealership
preparation, wash down and/or detailing is not a permitted activity.
(e) Consideration/Fee for License. In consideration of improvements Licensee
shall make to ready the Property for there shall be no license fee for the first 18 months.
The Licensee shall pay to Licensor a monthly license fee thereafter of eight thousand
($8,000.00) dollars per month beginning on the first day of the 19th month. Payment shall
be made within five (5) days of the first of each month. Licensee's failure to pay license
fee by the 10th day of the month will result in a late charge of 10%. License fee and other
Page 2 of 8
payments shall be paid by Licensee to Licensor at Licensor's notice address set forth
herein.
Section 2. Termination Default & Restoration of Land to Original Condition.
(a) Termination Without Cause. As set forth in Section 1(c), this Agreement may
be terminated by Licensor without cause upon expiration of the eighteenth month period
of Licensee's usage of the property for authorized permitted uses described in section
1(d).
(b) Default and Cure Provisions. In addition, Licensor shall have the right to
terminate this Agreement upon Licensee's default. "Default" means the failure of
Licensee to perform any term, condition, covenant or agreement of this Agreement, and
the continuation of such failure for a period of ten (10) days after Licensor shall have
given Licensee written notice specifying the same, or in the case of a situation in'which
the default cannot reasonably be cured within thirty (30) days, if Licensee shall not
promptly, within thirty (30) days after receipt of such notice, commence to remedy the
situation by a means that can reasonably be expected to remedy the situation within a
reasonable period of time, and diligently pursue the same to completion. In the event of
any default by Licensee, including expiration of any applicable cure period, Licensor may
terminate the Agreement by any lawful means available in law or equity. These same
provisions shall apply in the event of default by Licensor.
(c) Restoration of Land to Original Condition Upon License Termination. Upon
termination of the Agreement, Licensee shall be responsible for removing all
improvements it has placed upon the land in instituting its permitted uses, unless
Licensor elects to accept some or all of said improvements. Any improvements accepted
by Licensor, will be at no cost to Licensor. Licensee shall promptly initiate and exercise
due diligence in removing said improvements until all improvements have been
removed.
Section 3. Compliance with Laws.
Licensee's rights hereunder shall be conditioned upon, and Licensee shall, at its sole
cost and expense, comply with each. and every federal, state and local law, regulation,
standard, court decision, ordinance, rule, code, order, decree, directive, guideline, permit
and permit condition, together with any declaration of covenants, conditions and
restrictions that are recorded in any official or public records with respect to the City
Parcel or any portion thereof, each as currently existing and as amended, enacted,
issued or adopted from time to time, that are applicable to the construction and use of
the parking lot on the City Parcel. Nothing herein shall be construed to give Licensee
any approvals normally required under the City's ordinances or local regulations. Any
approvals normally required for any lighting, grading, drainage, or other issues shall be
processed by Licensee and City as otherwise handled.
Page 3 of 8
Section 4. No Duty to Warn:
Licensor 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 5. 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 Permitted Activities. Licensee shall
comply, and shall cause its agents and representatives to comply, with all laws, codes,
rules, regulations and permits applicable to the Permitted Activities, All Permitted
Activities shall be performed in accordance with the highest standards and practices in
the industry.
Section 6. Indemnification.
Licensee shall indemnify, defend, protect and hold San Juan Capistrano Community
Redevelopment Agency its appointed officials and employees, City of San Juan
Capistrano and its elected and appointed officials and employees, and any of their
agents 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 Permitted
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.
Section 7. Liability for Damage.
With respect to Licensee's rights under this Agreement, Licensee shall be responsible
for any damage done to any person, or to the City Parcel or any other property, caused
by Licensee, the officers, directors, employees, agents, independent contractors,
insurers, lenders, representatives, successors or permitted assigns of Licensee, and the
other users.
Section 8. Insurance.
Insurance required herein shall be provided by Admitted Insurers in good standing with
the State of California and having a minimum Best's wide Rating of A-- Class VII or
better.
Page 4 of 8
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 to the Licensor's General Counsel for certification that the
insurance requirements of this License have been satisfied.
iii) Notice of Cancellation/Termination of Insurance. The above policy/policies
shall not terminate, nor shall they be canceled, nor the coverages reduced,
until after thirty (30) days' written notice is given to San Juan Capistrano
Community Redevelopment Agency, except that ten (10) days' notice shall
be given if there is a cancellation due to failure to pay a premium.
Section 9. Liens.
Licensee shall not permit to be placed against the Property, or any part thereof, any design
professionals', mechanics', materialmen's, contractors' or subcontractors' liens due to
Licensee's construction activities thereon or use thereof, Licensee shall indemnify, defend
and hold Licensor harmless from all liability for any and all liens, claims and demands,
together with the costs of defense and reasonable attorneys' fees, related to same.
In addition to and not in limitation of Licensor's other rights and remedies under this
Agreement, should Licensee fail either to discharge any lien or claim related to Licensee's
construction activities on or use of the Property or to bond for any lien or claim to the
reasonable satisfaction of Licensor, or to indemnify, hold harmless and defend Licensor
from and against any loss, damage, injury, liability or claim arising out of Licensee's use of
the Property, then Licensor, at its option, may elect to pay any lien, claim, loss, demand,
injury, liability or damages, or settle or discharge any action or satisfy any judgment and all
costs, expenses and attorneys' fees incurred in doing so shall be paid to Licensor by
Licensee upon written demand, together with interest thereon at the rate of ten percent
(10%) per annum from the date incurred or paid through and including the date of payment
by Licensee.
Page 5 of 8
Section 10 Notices.
Any notices required to be given under this License Agreement shall be sent to the following
parties by either fax transmission or first class mail postage prepaid as follows:
To LICENSOR: To LICENSEE:
San Juan Capistrano Superior Auto of SJC, LLC
Community Redevelopment Agency dba Toyota/Scion of San Juan Capistrano
Attn: Redevelopment Manager Attn., Mike Kahn or Nick Konopisos
32400 Paseo Adelanto 610 Newport Center Drive, Suite 840
San Juan Capistrano, CA 92675 Newport Beach; CA 92660
Fax Number (949) 488-3874 Fax Number (949) 467-2773
Section 11: Entire Agreement.
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 12. 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 13. 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 unless otherwise provided by written agreement of the parties.
Section 14. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of California.
Section 15. Authority.
Each signatory hereto warrants to the other party its authority to sign on behalf of the party
for whom its purports to sign.
[Signatures on next page]
Page 6 of 8
IN WITNESS WHEREOF,the parties have executed this Agreement as of the date
above first written.
LICENSOR:
*Attest. San Juan Capistrano Community
Redevelopment Agency,
a publiW61air
itic
R. Monahan, Agency
Ma
Approved as to Form: LICENSEE:
Superior Auto of SJC, LLC
dba: ToyotCofSann
Capistran
JohVShw, ency Counsel
Mike Kah , President
Page 7 of 8
Exhibit "A"
DESCRIPTION OF PROPERTY UNDER LICENSE
Portions of APN 121-240-73; 121-253-13 and 121-253-15 consisting of approximately
4.0 acres as identified on the attached site plan.
Page 8 of 8
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ASSIGNMENT AND ASSUMPTION
OF
LICENSE AGREEMENT FOR TEMPORARY VEHICLE STORAGE
This Assignment and Assumption of License Agreement for Temporary Vehicle
Storage ("Assumption Agreement") is entered into as of November 4, 2008 by and
among SUPERIOR AUTO OF SJC, LLC d.b.a. Toyota/Scion of San Juan Capistrano
("Assignor"), and HOGAN SKR, a California Corporation ("Assignee"), with reference to
the following:
Whereas, on September 4, 2007 the Assignor entered into the License
Agreement for Temporary Vehicle Storage, as amended on March 4, 2008 (License
Agreement) with the San Juan Capistrano Community Redevelopment Agency
(Agency) for Assignor's use of certain unimproved real property located between the
Orange County Transportation Authority railroad tracks and the Orange County flood
control channel and north of Stonehill Drive in the City of San Juan Capistrano, County
of Orange, State of California, commonly referred to as APN 121-240-73; 121-253-13,
and 121-253-15;
Whereas, Section 13 of said License Agreement provides that Assignor may not
assign any of its rights under the License Agreement except with the written consent of
the Agency,
Whereas, Assignor has requested the Agency's consent to assign the License
Agreement to Assignee pursuant to this Assumption Agreement,
NOW, THEREFORE, in consideration of the above-referenced facts and the
covenants of the parties contained below in this Assumption Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which the parties hereby
agree as follows:
1. Assignment and Assumption. Assignor hereby assigns and transfers to
Assignee, as of the Closing Date, as defined in that certain Asset Purchase Agreement
between Assignor and Assignee dated October 13, 2008 (Effective Date), all of
Assignor's right, title and interest in, to and under the License Agreement, and Assignee
hereby accepts from Assignor all of such right, title and interest, upon the terms and
conditions set forth in this Assumption Agreement. In the event there is no Closing, as
defined in the Asset Purchase Agreement between Assignor and Assignee, this
Agreement shall be null and void.
2. Assumption of Obligations. Assignee hereby expressly and
unconditionally assumes and agrees to perform and fulfill, from and after the Effective
Date, all the duties, terms, covenants, conditions and obligations required to be fulfilled
and performed by Assignor after the Effective Date under the License Agreement.
Assignment and Assumption of License Agreement
Page 1 of 4
ATTACHMENT 3
3. Indemnity by Assignee. Assignee hereby agrees to indemnify and hold
harmless Assignor, Assignor's agents and their respective successors and assigns from
and against any and all claims, losses, liabilities and expenses, including reasonable
attorney fees, suffered or incurred by Assignor by reason of any breach by Assignee
from and after the Effective Date of any of Assignee's duties, terms, covenants,
conditions and obligations under the License Agreement.
4. Indemnity by Assi nor. Assignor hereby agrees to indemnify and hold
harmless Assignee, Assignee's agents and their respective successors and assigns
from and against any and all claims, losses, liabilities and expenses, including
reasonable attorney fees, suffered or incurred by Assignee by reason of any breach by
Assignor prior to the Effective Date of any of Assignor's duties, terms, covenants,
conditions and obligations under the License Agreement.
5. Representations and Warranties. Assignor represents and warrants to
Assignee that (a) Assignor is not in default of the License Agreement; (b) the execution
of this Assignment by Assignor and.the Assignment itself have been authorized and no
further authorization is necessary on the part of Assignor; (c) the License Agreement
has not been amended, modified or rescinded and remains in full force and effect.
6. Attorney Fees. In the event of the bringing of any action or suit by a party
hereto against another party hereunder by reason of any breach of any of the
covenants, conditions, agreements or provisions on the part of the other party arising
out of this Assumption Agreement, then in that event the party who is determined to be
the prevailing party shall be entitled to have and recover of and from the other party all
costs and expenses of the action or suit, including reasonable attorney fees.
7. Successors.and Assigns; Entire Agreement. This Assumption Agreement
shall be binding upon and inure to the benefit of the successors, assignees, personal
representatives, heirs and legatees of all the respective parties hereto. This
Assumption Agreement constitutes the entire understanding among the parties with
respect to the subject matter hereof.
8.interpreted under,and glaw. This Assumption Agreement shall be governed by,
construed and enforceable in accordance with the laws of the
State of California.
9. Counterparts. This Assumption Agreement may be executed in multiple
counterparts (each of which is to be deemed an original for all purposes).
Assignment and Assumption of License Agreement
Fuge 2 of 4
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered
this Assumption Agreement as of the day and year first above written.
"ASSIGNOR" _ "ASSIGNEE"
Superior Auto of S C Hogan SKR
dba Toyota/S ' of S an Capistrano A California Corporation
By
Mike Kahn, President Roger Hogan, President
[Agency Consent Follows]
Assignment and Assumption of License Agreement
Page 3 of 4
AGENCY CONSENT TO ASSIGNMENT AND ASSUMPTION
OF LICENSE AGREEMENT FOR TEMPORARY VEHICLE STORAGE
The San Juan Capistrano Community Redevelopment Agency hereby acknowledges
that, pursuant to Section 13 of the License Agreement dated September 4, 2007 as
amended on March 4, 2008, and maintained as a public record in the office of the
Secretary of the Agency and City Clerk of the City of San Juan Capistrano, California,
Superior Auto of SJC, LLC ("Assignor') may assign its right, title and interest in and to,
and all obligations under said License Agreement, subject to the Agency's consent. By
its signature below, the Agency hereby consents to the foregoing Assignment and
Assumption Agreement whereby Assignor has assigned its right, title and interest in and
to, and all obligations under the terms of the Agreement to Assignee, and Assignee has
expressly and unconditionally assumed same. Provided, however, that in the event
there is no Closing, as defined in the Asset Purchase Agreement between Assignor and
Assignee identified in the foregoing Assumption.Agreement, this Consent shall be null
and void.
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY,
a public body corporate and politic
November 4, 2008
Dave Adams, Executive Director
Attest:
JMeg Secretary
Approved as to Form:
4AC
Omar Sandoval, City Attorney
Assignment and Assumption of license Agreement
Page 4 of 4
SECOND AMENDMENT TO THE LICENSE
AGREEMENT FOR TEMPORARY VEHICLE STORAGE
This Second Amendment to the Temporary Vehicle Storage License Agreement is
made and entered into this 2 t day of February 2010, by and between the San Juan
Capistrano Community Redevelopment Agency (hereinafter the "Licensor") and Hogan
SKR dba, Capistrano Toyota -Scion, (hereinafter the "Licensee") sometimes referred to
together as the ("Parties").
RECITALS
Whereas, On September 4, 2007, the Licensor and Superior Auto of SJC, LLC, dba,
Toyota/Scion of San Juan Capistrano (hereinafter the "Original Licensee") entered into a
License Agreement (hereinafter "License Agreement") with respect to a portion of real
property owned by Licensor(commonly referred to as"Lower Rosan Ranch"APN 121-240-
73, 121-253-13, and 121-253-15) for temporary storage of vehicle inventory; and,
Whereas, Original Licensee is permitted to use approximately four (4) acres of the
Lower Rosan Ranch property to store vehicles in accordance with the terms of the license
agreement; and,
Whereas, On November 4, 2008, the Agency consented to a request from the
Original Licensee to assign the License Agreement to Mr. Roger Hogan,future successor-
in-interest of the Toyota store to be called"Capistrano Toyota • Scion" hereinafter"Current
Licensee"; and,
Whereas, Current Licensee is utilizing approximately one and one half(1 '/2)acres of
the permitted four (4) acres for the purpose of vehicle storage due to the economic
downturn; and,
Whereas, Current Licensee has requested a fee waiver for the period between
February 1, 2010 and December 31, 2010; and,
Whereas, it is in the best interest of the community to help facilitate long-term and
profitable operations of the automotive industry which is the city's largest segment of sales
tax generation; and,
Whereas, the Agency agrees to reduce the license fee in lieu of a fee waiver.
NOW, THEREFORE, in consideration of the foregoing recitals, the Parties hereby
agree as follows:
A. Section 1(e) "Consideration/Fee for License" is amended to establish the monthly
license fee of one thousand five hundred ($1,500.00) dollars per month from
February 1, 2010 thru December 31, 2010. On January 1, 2011, the $8,000.00
monthly license fee shall be reinstated.
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ATTACHMENT 4
B. All other terms and conditions of the said Original Agreement and its First
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
and year first written above.
Licensor:
San .Juan Capistrano Community
Redevelopment Agency, a public
body corporate and politic
Laura Freese, Chairman
Attest.
Maria Morris, Agency Secretary
Approved as to Form:
ar an a 6 vai, Agency Counsel
Licensee:
Hogan SKR dba, Capistrano Toyota
Scion
--Roger Hogan, President
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NOTIFICATION OF MEETING OF POTENTIAL INTEREST
SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY
The Board of Directors of San Juan Capistrano Community Redevelopment Agency will meet
at 6:30 p.m. on Tuesday, February 2, 2010, in the City Council Chamber in City Hall, to
consider: "Consideration of Second Amendment to the License Agreement for
Temporary Vehicle Storage on Lower Rosan Ranch (Hogan SKR dba Capistrano Toyota
Scion)(APN 121-240-73, 121-253-13 & 15)" — Item No. 132.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the Board of Directors
through correspondence addressed to the Board and/or by attending the meeting and
speaking to the Board during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m. on
Monday, February 1, 2010 to allow time for the Board to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak" form
found inside the entrance to the Council Chamber. This form is turned in at the staff table, just
in front of the Council dais. You will be called to speak by the Chairman when the item is
considered.
You have received this notice at the request of the City staff member Joan Ross,
Administrative Coordinator. You may contact that staff member at (949) 443-6315 with any
questions.
The agenda, including agenda reports, is available to you on our web site:
www.sannivancapistrano.org. If you would like to subscribe to receive a notice when agendas
are posted to the web site, please maize that request by sending an e-mail to:
cityclerk __sanjuancapistrano.org.
Maria Morris
Acting City Clerk
cc: Roger Hogan, Capistrano Toyota Scion
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SAN JUAN CAPISTRANO,CA 92675 '
(9,49)493-1171 � L SAM ALL�vATo
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DR.LONDRES UBO
TRANSMITTAL
To:
Roger Hogan
Capistrano Toyota President
33395 Camino Capistrano
San Juan Capistrano, CA 92675
DATE: April 14, 2010
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
RE: Second Amendment to the License Agreement for Temporary Vehicle
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the terra of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6310,
If you have questions concerning the agreement, please contact Douglas Dumhart, Economic
Development Manager at (949) 443-6316.
Cc: Douglas Dumhart, Economic Development Manager
San ,Jua n Caj-7istrano: nese vin- the Past to `;,ih ince the Future
Printed on 1 DD recyni©d paper
Today's Date: January 21, 2010
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1
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CONTRACT TRANSMITTAL
CIP No, (if any):
Project Manager's Last Name: Douglas Dumhart Phone Extension: X 6316
Council or CRA Meeting Date (if applicable): 02/02/10
APPROVING AUTHORITY: (Check One)
Mayor
CRA Chair
Executive Director
Provide (1) executed original contract for each signing party, including the Agency. If the agreement
is to be recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing
address is included within the body of the agreement: (Not necessary if information is included in the
contract)
Names Street C ity St Zip
Capistrano Toyota-Scion, Attn; 33395 Camino Capistrano San Juan Capistrano CA 92675
Roger Hogan
OTHER INSTRUCTIONS:
1. Please return a copy of executed agreements for our files.
Christy Jakl
From: Christy Jakl
Sent: Friday, April 09, 2010 11:23 AM
To: Douglas Dumhart
Cc: Lori Fuentes
Subject: RE: Toyota/Scion 2nd Amendment
Importance: High
Hi Douglas,
I wanted to send you a quick reminder that our office has not received the Insurance Certificate for
your 2nd Amendment to the License Agreement for Temporary Vehicle Storage with Mr. Hogan
(Capistrano Toyota). Before we can finish executing the agreement we will need updated insurance
documents as stated in original contract. Please let me know if you have any questions.
Kindest Regards, �.
Christi Jakl
Deputy City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949) 443-6310 1 (949) 493-1053 fax
................... ..._. . .
From: Christy Jakl
Sent: Monday, February 08, 2010 11:55 AM
To: Douglas Dumhart
Cc: Joan Ross; Maria Morris
Subject: RE: Toyota/Scion 2nd Amendment
Hi Douglas,
This is just the endorsement. We need the insurance Certificate stating coverage. Please let me
know if you have any questions.
Thanks!
Chrisl-� Jakl
Administrative Specialist, City Clerk's Office
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949)°443 631p „„(949) 493 1053 fax
_. _ ......... ____.� . .._._...... .,w..,...., �:�..� ._, , ..................
From: Douglas Dumhart
Sent: Monday, February 08, 2010 10:46 AM
To: Christy Jakl
Cc: Joan Ross; Maria Morris
Subject: RE: Toyota/Scion 2nd Amendment
h ri sty'
The License is no longer with Superior. The current Licensee Capistrano Toyota has provided insurance.
Douglas
From. Christy Jakl
Sent: Monday, February 08, 2010 9.21 AM
To: Douglas Duhart
Cc; Joan Ross; Maria Morris
Subject. Toyota/Scion 2nd Amendment
Good Morning Douglas,
Our office will need to receive an update Certificate of Insurance for Superior Auto Group/Toyota
Scion prior to fully executing the contract. Attached is the last Certificate we have received. You
have provided a copy of the Garage Liability Endorsement but we will need the Certificate with the
Garage Liability with a minimum coverage of $1,000,000.
Once the certificate is received we will send out the agreement. Please let me know if you have any
questions.
Thank you!
Christi JAI
Administrative Specialist, City Clerk's Office
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949) 443-6310 1 (949) 493-1053 fax
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