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06-0801_CENTRA REALTY CORPORATION_License & Indemnity AgreementLICENSE 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. - 1 - 0 • 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 applicabl stockpiling activities shall be performed in accordan customarily utilized in the industry. Licensee agrees to dumping and agrees to abate any illegal disposal at becoming an attractive nuisance. Licensee will also water management devices for any imported soil. Section 5. Indemnification. e to the stockpiling activities. All ce with standards and practices monitor Property for un -permitted its cost to prevent the site from maintain erosion control and storm 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. Wa • Section 6. Insurance. 0 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. iii) Notice of Ca ncellation/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 City of San Juan Capistrano, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. Section 7. Liens. 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. -3- 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. I KE 9 0 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 S , City Attorney -5- LICENSOR City of San Juan Capistrano a public body corporate and politic David Swerdli&Mayor LICENSEE Centra Ree n, President 0 Exhibit "A" l* LEGAL DESCRIPTION OF PROPERTY Lot 217 of Tract 12954 APN 650-592-02 1(� CENTRA REALTY CORPORATION RECEIVED 1006 AUG -9 P 21 39 L,;. _ERit August 9, 2006 SAN JUAI: ':APISTR/ Sent Via Hand Delivery Mr. Douglas Dumhart Economic Development Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 SUBJECT: Certificate of Liability Insurance - Endorsement Dear Doug: Attached please find the Certificate of Liability Insurance and the Endorsement for the stockpile on Lot 217 of Tract 12954. Please let me know if you need additional information. Sincerely, CENTRA REALTY CORPORATION ;eph4enP. Sandland Vice President SS/jn Attachments: (2) 3 Park Plaza, Suite 1490 • Irvine, California 92614 • T 949.476.2246 • F 949.476.8520 • w .centrarealtycorp.com 0 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www. sanj ucincapistrano. org August 3, 2006 Centra Realty Corporation Attention: George Peterson 3 Park Plaza, Ste 1490 Irvine, CA 92614 Dear Mr. Peterson: JUAN* IR[ORIOIRIIR • ISInRusem � 1961 1776 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO DIANE BATHGATE WYATr HART JOE SOTO DAVID M. SWERDLIN A License and Indemnity Agreement use of Lot 217, Tract 12954 on Rancho Viejo Road was approved by the City Council on August 1, 2006 and is in the process of being executed. It will be issued upon receipt of required documentation related to contract terms under Section 14. Insurance. Insurance evidence may be faxed to (949) 493-1053 — ATTENTION CITY CLERK -- followed by original signed documents. I have enclosed a copy of the agreement terms for your reference in supplying this documentation. If you have questions specific to the contact, please contact the project manager, Douglas Dumhart, Economic Development Manager (949) 443-6316. Please call Maria Guevara, Deputy City Clerk (949) 443-6309 if you have questions regarding the forms of insurance needed. Thank you, I8ILTA [11l cc: Douglas Dumhart, Economic Development Manager San Juan Capistrano: Preserving the Past to Enhance the Future 0 32400 PASEO ADEI-ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www.sanjuancapistrano.org TRANSMITTAL TO: Centra Realty Corporation Attention: George Peterson 3 Park Plaza, Ste 1490 Irvine, CA 92614 drwa ( II[OAPON III • m/mufe 1961 1776 FROM: Meg Monahan, MMC — City Clerk (949) 443-6308 RE: License and indemnity agreement, Lot 217, Tract 12954, MEMBERS OF THE CITY COUNCIL Rancho Vi ad Thank you for forwarding documentation confirming compliance with the terms of the agreement related to insurance. SAM ALLEVATO DIANE BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIW Please keep in mind this documentation must remain current with our office during the term of this agreement. If you have questions related to insurance requirements, please contact Maria Guevara, Deputy City Clerk (949) 443-6309. An original, executed agreement is enclosed for your records. Cc: Douglas Dumhart, Economic Development Manager San Juan Capistrano.- Preserving the Past to Enhance the Future LO Pn.te .n 10% RecYcletl Paper ti • 0 8/1/2006 D17 AGENDA REPORT TO: Dave Adams, City Manager &^- FROM: Douglas D. Dumhart, Economic Development Manager SUBJECT: Consideration of License Agreement for the Temporary Stockpiling of Fill Dirt on Marbella Lot 217 — Centra Realty, Corp. RECOMMENDATION: By Motion, approve the License Agreement to Temporarily Stockpile Dirt on Marbella Lot 217 with Centra Realty and authorize the Mayor to execute. SUMMARY: Centra Realty has submitted a request to stockpile dirt on Lot 217 of Tract 12954, City owned vacant property on the northwest corner of Rancho Viejo Road and Golf Club Drive. Their request is provided as Attachment 1 to this report. Centra Realty Corporation's proposal for a commercial office project on Lot 217 was the preferred choice by the City Council. A Purchase and Sale Agreement has been prepared for the City Council's consideration under separate report. Centra Realty is currently developing the Ortega Ranch project a few hundred yards south of this property. Their Ortega Ranch project has surplus dirt and Centra Realty is requesting permission to stockpile a portion of their surplus dirt on Lot 217 for future development. A License Agreement has been prepared and provided as Attachment 2 to this report for the City Council's consideration. BACKGROUND: A standard form License and Indemnity Agreement has been prepared for the City Council's consideration. The License permits Centra Realty to place fill dirt on Lot 217 subject to conditions levied in the permitting process. These conditions include but are not limited to, securing haul route permit, water quality and erosion control devices, dust control, and hours of operation. The License is revocable without cause immediately upon notice. The License requires Centra Realty to insure, indemnify, and hold harmless the City from any actions caused by their stockpiling activities. Agenda Report • • Page 2 August 1, 2006 Centra Realty estimates Lot 217 will need approximately 6,500 cubic yards of fill for future development. They currently have approximately 11,000 cubic yards of surplus on their Ortega Ranch project. Given the need for fill dirt, the proximity of the fill dirt which is available, it is prudent to permit the stockpiling on Lot 217 for maximum convenience and minimum disruption to the community. COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. FINANCIAL CONSIDERATIONS: Centra Realty would be assuming all cost associated with permitting and stockpiling of fill dirt. NOTIFICATION: Centra -Realty Corp. By Motion, approve the License Agreement to Temporarily Stockpile Dirt on Marbella Lot 217 with Centra Realty and authorize the Mayor to execute. ResRhart mitted /� Z �u� Economic Development Manager Attachment(s): 1. Letter from Centra Realty Corp. 2. License Agreement 0 CENTRA REALTY C O R P O R A T I O N July 21, 2006 Mr. Douglas D. Dumhart Economic Development Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 JUL 2 4 2006 Sent Via E -Mail and Hand -Delivery SUBJECT: Request for Stockpiling Soil on Lot 217, Tract 12954 Dear Doug, Our Civil Engineer estimates that it will take approximately 6,500 cubic yards of soil to fill the small existing Swale on Lot 217. We have approximately 11,000 cubic yards of soil that we need to remove from Ortega Ranch. We are requesting permission from the City to stockpile 6,500 cubic yards of soil from Ortega Ranch on Lot 217 in anticipation of the need to fill in the small Swale when we commence construction'on that property. Attached is a stockpile plan that I will process through the City to obtain the necessary approvals. Thank you for your consideration in this matter. Very truly yours, CENTRA REA TY CORPORATION St en P. Sandland Vice President Attachment SS/jn Centra/OrtegaRanch/Steve/Corres/DDumhardSJC/072106 ATTACHMENT 3 Park Plaza, Suite 1490 . Irvine, California 92614 • T 949.476.2246 • F 949.476.8520 • www.centrareattycorp.com ° pp "O61 YO LOT 2f1 ❑ MijrlSe IYWIM14,4 A COMMOV CL Q RANCHO Ybp � : �.� NO YOIi Cl1! = S BTOpC PLE PLAN NARY -N 1° cfi` i pp rD /� /00 /00 9 \ j ii X0 Xo� E F aZa— ° pp "O61 YO LOT 2f1 ❑ MijrlSe IYWIM14,4 A COMMOV CL Q RANCHO Ybp � : �.� NO YOIi Cl1! = S BTOpC PLE PLAN NARY -N 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 Propertyto 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. -1- ATTACHMENT 2 0 0 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. -2- 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. 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 poficies 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. 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 City of San Juan Capistrano, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. Section 7. Liens. 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. -3- 0 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. 0 0 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. Attest: Margaret R. Monahan, City Clerk Approved as to Form: Johi haw, City Attorney -5- LICENSOR City of San Juan Capistrano a public body corporate and politic David Swerdlin, Mayor LICENSEE Exhibit "A" LEGAL DESCRIPTION OF PROPERTY Lot 217 of Tract 12954 APN 650-592-02 • 32400 PASEO ADEI-ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjUancapistrano.org �L r(�'✓J,j�y� IR(RARRARiFR • WARMED 1961 1776 MEMBERS OF THE CITY COUNCIL NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL SAM ALLEVATO DIANE BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN The City Council of San Juan Capistrano will meet at 7:00 p.m. on August 1, 2006 in the City Council Chamber in City Hall, to consider: "Consideration of License Agreement for the Temporary Stockpiling of Fill Dirt on Marbella Lot 217" — Item No. D17. 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 City Council through correspondence addressed to the Council and/or by attending the meeting and speaking to the Council 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, July 31, 2006 to allow time for the Council 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 Mayor when the item is considered. You have received this notice at the request of the City staff member Douglas Dumhart, Economic Development Manager. You may contact that staff member at (949) with any questions. The agenda, including agenda reports, is available to you on our web site: www.sanivancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: council-agendas(a)sanivancapistrano.org. Meg Monahan, CMC City Clerk cc: Centra -Realty Corp.; Douglas Dumhart, Economic Development Manager Received staff report San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on 100% Recycled Paper