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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 -I- 0 0 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 -2- 0 0 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" -L1L;LNZ5LF- Ciy-O�SAN JU�N CAPISTRANO a qubli� �ody cprporate and politic -3- Executive Director 0 C6 lzu rol 0 ..... ..... j8� 0 C\i zz .44 114 ti 0 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..