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 -
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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 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
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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 S , City Attorney
-5-
LICENSOR
City of San Juan Capistrano
a public body corporate and politic
David Swerdli&Mayor
LICENSEE
Centra Ree
n, President
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Exhibit "A"
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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
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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
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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
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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
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•
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