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
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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.
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• 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
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may not be reproduced except as licensed by
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.. . 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