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06-0223_NISSAN NORTH AMERICA, INC._License and Indemnity Agreement LICENSE AND INDEMNITY AGREEMENT THIS LICENSE AND INDEMNITY AGREEMENT("Agreement")is made and entered into as of February 23, 2006, by and between San Juan Capistrano Community Redevelopment Agency, a public body corporate and politic, hereinafter, "San Juan Capistrano Community Redevelopment Agency", and Nissan North America, Inc., a California corporation, hereinafter, "Licensee'. WHEREAS: A. San Juan Capistrano Community Redevelopment Agency is the owner of that certain real property located at the Northeast corner of the intersection of Ortega Highway and EI Camino Real in San Juan Capistrano, State of California, commonly known as the "Texaco Parking Lot" and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference ("Property"). B. Licensee desires to use the Property to provide reserved parking for Road and Track Magazine's inspection and test driving of cars on Monday, March 6, 2006 from 8:OOa.m. to 4:OOp.m., hereinafter"Permitted Activities" in a portion of the Property, and the San Juan Capistrano Community Redevelopment Agency desires to grant Licensee permission to reserve a portion of the Property for such Permitted Activities. 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: Grant of License. San Juan Capistrano Community Redevelopment Agency hereby grants Licensee and its representatives and agents a revocable license to reserve the Property for Permitted Activities. 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. No Duty to Warn. San Juan Capistrano Community Redevelopment Agency 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. Indemnification: Restoration of Property. Licensee shall indemnify, defend, protect and hold San Juan Capistrano Community Redevelopment Agency 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 - 1 - 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. Following San Juan Capistrano Community Redevelopment Agency'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. 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. 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: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1 ,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 11 85 (in no event with an edition date later than 1990) 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. Authority. Each signatory hereto warrants to the other party its authority to sign on behalf of the party for whom its purports to sign. - 2 - • 0 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. 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. 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. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. San Juan Capistrano Community Attest: Redevelopment Agency a public body corporate and politic V` � &Y4. arg et R. Monahan, City Clerk BY: Dave Adams, Executive Director Approved as to Form: NISSAN NORTH AMERICA, INC. By: �> By: RONLft 1ENSEN John w, Agency Counsel SENIOR MANAGER PURCHASING - 3 - • rage t of t 1 fi x Irnagery i.opyngntu i00fi .`, Scale: 1" = 38 ' Texaco Parking Lot N cityGis5 t , CopyrigFt®2004,All Rghts Reserved t APN 124-160-31 The information contained herein isthe proprietary property of the contributors supplied under license and may not be reproduced except as licensed by Oijtal Map Products http://maps.digitalmapcentral.com/production/CityGIS5/CityGIS5_5.17.2/index.html 2/15/2006 .. . 3,1 MARSH : �+ Ilyy i CERTIFICATE NUYBER ... ... . ..... i .....:. . :?: : LOS-000505865-08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS Marsh Risk&Insurance Services NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE CA License#0437153 POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE 777 South Figueroa Street AFFORDED BY THE POLICIES DESCRIBED HEREIN. Los Angeles,CA 90017 COMPANIES AFFORDING COVERAGE Attn:LOSANGELES.CERTREQUEST@MARSH.COM COMPANY 03233-NNA-CORP-05-06 A ACE American Insurance Company INSURED COMPANY NISSAN NORTH AMERICA,INC. B TOKIO MARINE&NICHIDO FIRE INS CO,LTD(USA) 18501 S.FIGUEROA STREET GARDENA,CA 90248 COMPANY C NATIONAL UNION FIRE INS.CO.OF PITTSBURG,PA COMPANY D wa THIS 15 TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED By THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICYEFFECTIVE POLICYEXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) GATE(MM/DD/YY) LIMITS A GENERAL LIABILITY HDO G20591328 04/01/05 04/01/06 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL Ll48RITY PRODUCTS-COMPIOP AGO $ Not Applicable CLAIMS MADE j OCCUR PERSONAL S ADV INJURY $ 1,000,000 OWNER'S A CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any Bnefire $ 1,0006000 MED EXP(ADY one arson $ 5,000 B AUTOMOBILE LIABILITY CA-4151673 04/01/05 04/01/06 COMBINED SINGLE LIMIT $ 1,000,000 X ANVAUTO ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANYAUTO OTHER THAN AUTO ONLY77777777777 7: EACH ACCIDENT $ AGGREGATE $ C EXCESS LIABILITY BE 2979854 04/01/05 04/01/06 EACH OCCURRENCE $ 10,000,000 X UMBRELLA FORM AGGREGATE $ 10,000,000 OTHER MAN UMBRELLA FORM $ WORKERS COMPENSATION AND W A H EMPLOYERS'LIABILITY TORY LIMITS ER EL EACH ACCIDENT $ fHE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $ PARTNERSIEXECUTIVE OFFICERS ARE: EXCL EL DISEASE-EACH EMPLOYEE $ N DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECIAL ITEMS City of San Juan Capistrano and San Juan Capistrano Community Redevelopment Agency are added as Additional Insureds as required by contract as respects to the Altima and Quest Mule Drive media event that will be held on March 6 and 7,2006. Note:Endorsement No.16"Additional Insured-Owners,Lessees or Contractors-Scheduled Person or Organization"(CG-20-1 0-10-01),is applicable to the I SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION WTE THEREOF, ME INSURER AFFORDING CWEMGE WILL ENDEAVOR TO MAIL--M DAYS WRITTEN NOTICE TO RIE City of San Juan Capistrano CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR San Juan Capistrano Community Redevelopment Agency LIABILITY OF ANY KIND UPON ME INSURER AFFORDING COVERAGE,ITS AGENTS CIO REPRESENTATIVES,OR ME Attn: Lynette Adolphson ISSUER OF THIS CERTIFICATE MARSH USA INC. er: Mark;to t , I VALID AS OF 02/27/06 V ............ R DATE(MM/DD/YY) PRODUCER COMPANIES AFFORDING COVERAGE Marsh Risk&Insurance Services COMPANY CA License#0437153 777 South Figueroa Street E Los Angeles,CA 90017 Attn:L8SANGELES.CERTREQUEST@MARSH.COM COMPANY F 403233-N NA-CORP-O5-06 INSURED COMPANY NISSAN NORTH AMERICA, INC. 18501 S.FIGUEROA STREET G GARDENA,CA 90248 COMPANY CONTINUED FROM DESCRIPTION SECTION: above referenced General Liability Policy. .......... IN City of San Juan Capistrano San Juan Capistrano Community Redevelopment Agency Attn: Lynette Adolphson MARSH USA INC,By Mark Sato Am pAUE r/uuy tastern 'rime 'Lone BLANKET ADDITIONAL INSUREDS ENDORSEMENT Named Insured Nissan North America, Inc. Endorsm eent Number 3 (Page 1 of 2) Policy Symbol Policy Number Policy Period Effective Dale of Endorsement HDO G20591328 04/01/2004 to 04/01/2005 04/01/2004 Issued By(Name of Insurance Company) ACE American Insurance Company Insen the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE' FORM The following Special Conditions apply to this policy for any person or organization required to be named as an additional insured under an "insured contract" and evidenced by Certificate of Insurance on file with the company. Additional Insured - Owners, Lessees or Contractors (Form B) WHO IS AN INSURED (Section II) is amended to include as an insured any owner, lessee or contractor, but only with respect to liability arising out of your ongoing operations performed for that insured. Additional Insured - Managers or Lessors of Premises WHO IS AN INSURED (Section II) is amended to include as an insured, any manager or lessor of premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of the premises leased to you. Additional Insured - Lrassor of Leased Equipment Authorized Agent CC-1E15 old. In U.S.A. Y 11 : Jr AM PAU It 0/009 Eastern Time Zone BLANKET ADDITIONAL INSUREDS ENDORSEMENT Named Insured Nissan North America, InC. Endorsement Number 3 (Page 2 0£ 21 Policy Symbol Policy Number Policy Period T Effective Dale of Endorsement HDO 020591328 04/01/2004 to 04/01/2005 04/01/2004 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information Is to be completed only when this endorsement is issued subsequent to the preparation of the policy. WHO IS AN INSURED (Section II) is amended to include as an insured any lessor of leased equipment, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you, subject to the following additional exclusions: This insurance does not apply to: 1. To any "occurrence" which takes place after the equipment lease expires; 2. to "bodily injury" or "property damage" arising out of the sole negligence of the lessor. Additional Insured - Owners or Other Interests From Whom Land Has Been Leased WHO IS AN INSURED (Section II) is amended to include as an insured any owner or lessor of land but only with respect to liability arising out of the ownership, maintenance or use of that part of land leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization. Authorized Agent CC-1E15 Ptd, In U.S.A. ,.�. +..�,. Gr GO/GVVO 11 : 01 Atli t•Ave 6/Vud•Eastern i,ilne Zone Dear All, Attached is the certificate of insurance and a copy of the applicable Blanket Additional Insured Endorsement. Please let me know if you have any questions and/or need revisions. Thank you. r7-1 L -cert_7_210741_3,pot end 3 pdf Carmen A. Garcia, ARM Assistant Vice President- Casualty Department Marsh Risk & Insurance Services 777 South Figueroa Street Los Angeles, CA 90017 PH (213) 346-5491 FAX (213) 346-5935 Cert H(,lder: The cert needs to be sent to the city of San Juan Capistrano and San Juan Capistrano Community Redevelopment Agency. The fax info to send the cert is as follows: FAX to the attentiuri of Lynette Adolphson at the City of San Juan Capistrano at 949-661-5451. A7.so - please fax to Alan Sotelo of NNA Corporate Communication at (310) 771-2634. Here's the insurance request : Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimurn Best 's Guide Rating of A- Class VII or better . i) Comprehensive General Liability. Throughout the term of this ..... .. .•+ c.i c..�/ cvva ri . v nw rnUz a/ VVI :astern •rime zone License, Licensee shall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: $500,000 property damage; $500, 000 injury to one person/any one occurrence/not limited to contractual period; $1,000, 000 injury to more than one person/any one occurrence/not limited Lo contractual period. ii) Proof of Insurance Requirements/Endorsement . Prior to beginning any work tinder 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 11 85 (in 110 event with an edition ante later than 1990) to the City of San Juan Capistrano's General Counsel for cerCitication that the insurance requirements of this License have been satisfied. ♦♦u... •♦♦♦... L/ LJ/ GVVV 11 J1 HI'/ YHVG Y/ VV.'J�r.a Scern 'rime zone 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 it there is a cancellation due to failure to pay a premium. Please call_ me ASAP to discuss. Thank you. Philip Davidson Nissan North America, Inc. Consultant, Risk, Management Treasury F Risk Management Dept. rrUn J/VVI:astern •f ime Lone. philip.davidson@nistan-usa.com 310. 771.5773 voice 310. 771.4213 efax [attachment "C•.htm" deleted by Carmen Garcia/LOS-CA/US/Marsh/MMC] To: Carmen Garcih/LOS-CA/US/Marsh/MMC@MMC cc: alan.sotel.o@gissan-usa.com@Internet, Larry Weissman-NMU"-/TAN-CA/US/NMUS@Internet From: Philip_Davidson-NMUS--/TRN-CA/US/NMUS@Internet wwwwwwwwwwwwww+wwwwrwwwwwwwwwwwwwrwwwwwwwwwwrrwrwwwwwrwwwwwwwwwwwwww ww This e-mail transmits ion and any attachments that accompany it may contain information that is privileged, confidential or otherwise exempt from disclosure under applicable law and is intended solely for the use of the individuals) to whom it was intended to be addressed. If you have received this e-mail by mistake, or you are not the intended recipient, any disclosure, dissemination, distribution, copying or other use or retention of this communication or its substance is prohibited. If you have received this communication in error, please immediately reply to the author via e-mail that you received this message by mistake and also permanently delete the original and all copies of this e-mail and any attachments from your computer . Thank you. ,.u. .a aVi., L/ LJ/LVVb 11 : J/ API NAUM b/UMA pastern Time Zone [attachment "C,htm"deleted by Carmen Garcia/LOS-CA/US/Marsh/MMC] To:Oarmen Garcia/LOS-CA/US/Marsh/MMC@MMC cc:alansotelo@nissan-usa com@Internet, Larry Weissman-N MU S-/TRN-CA/US/N MUS@Internet From: Phi lip_Davidson-NIM US-/TRN-CA/US/NMU S@ Internet 4ITY OF SAN JUAN CAPISTRANIP INTER-DEPARTMENT MEMORANDUM TO: John R. Shaw FROM: Douglas Dumhart DEPT: City Attorney DEPT: Economic Development SUBJECT: Document Review DATE: 2/Z7& PHONE EXT. 6316 NOTE: IF THIS IS A "RUSH"ITEM. PLEASE COMPLETE IN RED INK ATTACHED ARE THE FOLLOWING(please describe document, i.e., agreement, contract, consultant agreement): W (1) For your approval and signature (�(] (2)For your review and comments [ ] (3)For your information [ ] (4)As requested [ ] (5) /?& Aw �� �.. PLEASE: (A)Keep for your files [ ] (B) When completed return to: 4Q Douglas Dumhart Ext. 6316 (C) Date/time needed: A SA P CITY ATTORNEY'S COMMENTS: CITY OF SAN JOAN CAFISTRANC2 SISI � 8 x pZ� U CITY OF SAN NUAN CAPISTRAFF H San Juan Capistrano Community Redevelopment Agency February28, 2006 Felecia Bates, Manager— Purchasing Nissan North American, Inc. 18501 South Figueroa St Gardena, CA 90248-4500 Dear Ms. Bates: Please find enclosed an original, executed License Agreement related to use of property known as the "Texaco Parking Lot." Please coordinate the terms and use of this license with the project manager, Douglas Dumhart, Economic Development Manager (949)443-6316. Yours truly, M Mona an, CMC ecretary, ommunity Redevelopment Agency close : Agreement cc: Douglas Dumhart, Economic Development Manager Lynnette Adolphson, Management Analyst II 32400 Paseo Adelanto San Juan Capistrano California 92675 949-493-1171 NISSAN NISSAN NORTH AMERICA, INC. Corporate Office 18501 South Figueroa St. Gardena,California 90248-4500 Mailing Address:P.O.Box 191 Gardena,California 90248-0191 Telephone:310.53 2.31 1 1 February 24, 2006 Lynnette Adolphson Management Analyst II City of San Juan Capistrano Planning Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Dear Ms. Adolphson: Enclosed is one signed original and one copy of the San Juan Capistrano Community Redevelopment Agency License and Indemnity Agreement signed by Ron Jensen, Senior Manager of Purchasing for Nissan North America. Today when I called asking if I could fax or e-mail the enclosed agreement you advised that two originals were required. Unfortunately, that instruction did not make it to me! As I replied to you, for this agreement, Nissan is agreeable to accepting a copy of the signature. Please return one signed agreement to my attention at: Nissan North America, Inc., P.O. Box 191 (mail code A-1-S), Gardena, CA 90248. Or you can fax the signed agreement back to me at 310-771-5551. Thank you for your assistance in establishing this agreement. If you have any questions or need additional information, please contact me at (310) 771-5332. Regards, Felecia Bates Manager, Purchasing enclosure as noted