02-0226_TURNER SAN JUAN, LLC_Lincense & Indemnity Agr for Emergency Access0 0
LICENSE AND INDEMNITY AGREEMENT
FOR EMERGENCY ACCESS
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and
entered into as of February 26, 2002, by and between Turner San Juan, LLC. (Licensor),
and the City of San Juan Capistrano, a public body corporate and politic ("Licensee"),
with reference to the following facts:
A. Turner is the owner of that certain real property located at 33071 Calle
Aviador, in the City of San Juan Capistrano, County of Orange, State of California, and
more particularly described in Exhibit "A" attached hereto and incorporated herein by
reference ("Property").
B. Licensee desires to use a portion of the Property to facilitate the passage of
Emergency Response vehicles and equipment ("Permitted Activities"), when unforeseen
events cause impasse on Avenida Aeropuerto and Turner desires to grant Licensee
permission to engage in the Permitted Activities on the Property.
NOWTHEREFORE, in consideration ofthe mutual covenants and obligationsof 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:
I . License. Turner hereby grants Licensee and its representatives and agents
a revocable license to enter the Property from the Orange County Flood Control District
Levee 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. Licensor will permit Licensee to reserve three parking stalls
on the southeast property line for fire lane purposes. All persons entering onto the
Property pursuant to this Agreement shall do so at their own risk.
2. Revocation of License. The license granted pursuant to this Agreement shall
be revocable by Turner at any time, effective immediately upon notice from Turner to
Licensee. The revocation shall in no way prejudice any of the rights and remedies
available to Turner 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 and
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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 Turner with a certificate from the insurance pool
providing coverage to Turner 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 Turner
insurance certificates from such contractors' insurers, naming Turner as an additional
named insured.
6. Indemnification E Restoration of Property. Licensee shall indemnify, defend,
protect and hold Tumer 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. Following Turner'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.
7. 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 Licensor: Turner San Juan, LLC.
1200 Quail Street
Newport Beach, CA 92660
Attention: Rusty Turner, Managing Partner
To Licensee: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: Mr. George Scarborough, City Manager
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8. Authori . 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 kareement. 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.
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.
11. Successors and Assions. Licensee may not assign any of its rights underthis
Agreement, either voluntarily or by operation of law, without Turners 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.
12. Governina Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California.
13. Counterparts. This Agreement may be executed in counterpart signature
pages which, when attached to this Agreement, shall constitute one fully executed
document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
APPROVED AS TO FORM:
By:_ q
John Shaw' City Attorney
"LICENSOR"
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Ciy-O�SAN JU�N CAPISTRANO
a qubli� �ody cprporate and politic
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Executive Director
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MEMORANDUM August 2, 2002
TO: Meg Monahan, City Clerk 16k
FROM: Douglas D. Durnhart, Principal Management Analyst
SUBJECT: License and Indemnity Agreement
I am forwarding a fully executed original License Agreement with Turner Development for
records. The agreement permits emergency vehicles to access Turner's Property from the
OCFCD levee in the event Avenida Aeropuerto is impassible..