09-1019_BUIE COMMUINITIES_License and Indemnity AgreementLICENSE AND INDEMNITY AGREEMENT
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement') is made and
entered into as of October 2009, by and between BUIE COMMUNITIES
("Owner") and the CITY OF SAN JUAN CAPISTRANO, a municipal corporation
("Licensee"), with reference to the following facts:
A. Buie Communities is the owner of that certain unimproved real property
located at 27322 and 27352 Calle Arroyo in the City of San Juan Capistrano, County of
Orange, State of California, and shown in Exhibit "A" attached hereto and incorporated
herein by reference ("Property").
B. Licensee desires to use a portion of the Property to facilitate the temporary
transmission of water via the placement of an above ground 6 inch diameter water line
("Permitted Activities"), and Buie Communiites desires to grant Licensee permission to
engage in the Permitted Activities 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:
1. License. The Owner hereby grants Licensee and its representatives and
agents a revocable license to enter the Property and engage in the Permitted Activities.
In performing the Permitted Activities, neither Licensee nor its agents or representative
shall: (i) cause any damage to the Property or any improvements thereon; or (ii)
interfere with the occupants of, or business operations on, the Property. All persons
entering onto the Property pursuant to this Agreement shall do so at their own risk.
This license and the obligations of the parties hereunder shall expire upon the
permanent removal of the temporary water line.
2. Revocation of License. The license granted pursuant to this Agreement
shall be revocable by Owner at any time, effective immediately upon notice from Owner
to Licensee. The revocation shall in no way prejudice any of the rights and remedies
available to Owner 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.
3. 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
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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.
4. Liens. Licensee shall keep the Property free and clear of all mechanics',
materialmen's and other liens resulting from the Permitted Activities.
5. Insurance. Licensee is a member of a public entity joint powers insurance
pool (SCJPIA). Licensee, through its insurance pool arrangements, shall have at least
$1,000,000 of liability insurance protection available. Promptly following the execution
of this Agreement, Licensee shall provide Owner with a certificate from the insurance
pool providing coverage to Owner as an additional named insured. Licensee also
agrees to require its contractors employed in furtherance of Licensee's activities on the
Property to maintain the same level of liability insurance, and Licensee shall promptly
deliver to Owner insurance certificates from such contractors' insurers, naming Owner
as an additional named insured.
6. Indemnification; Restoration of Property. Licensee shall indemnify,
defend, protect and hold Owner 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 agents and representatives. Licensee's indemnification and defense
obligations pursuant to the foregoing shall apply to, without limitation: (i) personal injury
(including, without limitation, sickness, disease or death), property damage and
nuisance; (ii) any pollution or contamination, to the extent that Licensee or its agents or
representatives shall have contributed to or exacerbated any condition on the Property
with respect to the presence of chemicals, petroleum products, hazardous materials or
other controlled or regulated substances (including, without limitation, any investigation,
repair, clean-up, remediation and treatment); (iii) any liens, claims, demands, actions or
suits arising from the Permitted Activities; and (iv) any costs of enforcement of any
provision of this Agreement. Following Owner's revocation of the license granted
pursuant to this Agreement and/or the completion of the Permitted Activities, Licensee
shall restore the Property to the condition in which it existed prior to the Permitted
Activities.
T Notices. All notices given pursuant to or in connection with this
Agreement shall be in writing and shall be transmitted either by personal delivery, or a
nationally recognized overnight courier which keeps receipts of delivery (such as
Federal Express), or United States Mail (first class, postage prepaid, certified, return
receipt requested). Notices shall be effective upon delivery, if delivered by personal
delivery or overnight courier, or three (3) business days after mailing, if mailed in
accordance with the above. Notices to the respective parties shall be sent to the
following addresses, unless written notice of a change of address has been previously
given pursuant hereto:
To Owner: Buie Communities
28281 Crown Valley Parkway, Suite 200
Laguna Niguel, California 92677-1488
Attention: Robert Montgomery, Vice President
To Licensee: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: Joe Tait, City Manager
8. Authoritv. Each signatory hereto warrants to the other party its authority
to sign on behalf of the party for whom its purports to sign.
9. 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
APPROVED AS TO FORM:
"OWNER"
BUIE COMMUNITIES
By:
Robert outgo ery, ice President
"LICENSEE"
CITY OF SAN JUAN CAPISTRANO
By:
J e Tait, ity Manager
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EXHIBIT "A " /
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EXHIBIT "A " /
Available in 12'& 20' Wit
8" FLANGED ROAD CROSSING
FEATURES
Compliance with Federal bridge Law (20,000 LBS. / Single Axle)
Requires, Full Ground Contact in Tire Trade Zone
Allowable Working Pressure - 75 P.S.I.
❑ 8" Road Crossing with 12 -foot and 20 -foot wide vehicle passable clearance.
❑ Two 1/2" Pressure Gauge Ports.
❑ Four weld -on D -Rings.
❑ Two 3" clean-out ports.
❑ Four 3/4" safety flag mounting points.
❑ White & Orange D.O.T. safety reflectors.
❑ Four nail/tie downs tabs with 03/4" hole.
ROAD CROSSING SPECIFICATIONS
❑ Overall footprint is 48-3/4" wide by 181-1/4" long or 277-1/4" long.
❑ Net width for vehicle is 144" (12') or 240" (20').
❑ Two 8" Inlet/Outlet 150# Flanges.
❑ Four 05/8" D -Rings.
❑ 12" wide angled drive entrance / exist ramps.
❑ Four 3"by 6" rectangle tubing, 1/4" wall.
❑ Galvanized in accordance with ASTM A-384 & A-385 standards.
Safety Flag
GRN� REM N 15,18'X 15' REDA WE,
VYTM OW DOWELM EGUIVALEW.
RAIN FOR RENT
Postal Box 2248 • Bakersfield CA 93303
800 742-7246 . 661 399-9124 . FAX 661 393-1542
Internet: wwwrainfouent.com
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