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Home My WebLink AboutWalnut Street S.A. U.S.A. 1AGREEMENT TERMINATION 11, M m i MI 'LIB. tl3 Please complete this form when the attached agreement is no longer in fdd _', Return fox-rn to the Deputy Clerk of the Council (NI -30). Call 647 -654 kf �yau have a�py ,� questions, ° UX - - - - - - - - - - - - - - - --------------- -- The agreement with / -116- u ,,11.. -ca: oo ?, — �r was completed on and final payment has been made. 1118111 Department: a1 / N - 1003-Izl - 001 Signature: Date: Revised 4 -16 -87 City of Santa Ana Clerk of the Council INSURANCE ON FILE WORK MAY PROCEED UNTIL IN URANCE EXPIRES CL K OF CO NCIL' RIGHT OF ENTRY DATE: #IP60 AND LICENSE AGREEMENT N -aoo3 -rte? THIS RIGHT OF ENTRY AND LICENSE AGREEMENT ( "Agreement ") is made w. U✓ " and entered into as of _day of November, 2003 by and between the CITY OF SANTA ANA, a charter city duly organized under the Constitution and laws of the State of California (the "City"), and WALNUT STREET S.A. U.SA., LLC, a California limited liability company ( "Walnut Street"), with respect to the following: RECITALS A. The City is the owner of that certain real property located on the South Side of First Street between Main and Sycamore Streets in the City of Santa Ana, California, described as APN No. 398 - 278 -03 and whose legal description is: Lot 3 of Block 1 of Palmer's Addition to the Town of Santa Ana, as shown on a Map recorded in Book 34, Page 87 of Miscellaneous Maps, Records of Orange County, California, hereinafter referred to as "the Property." B. Walnut Street is negotiating a purchase agreement with the City to purchase the Property. C. Walnut Street desires to enter onto the Property owned by the City in order to undertake certain improvements, which if the Property is not sold to Walnut Street, would belong to the City. D. The City wishes to accommodate Walnut Street's desire to improve and utilize the Property on a non - exclusive basis by granting a right of entry and license to Walnut Street upon certain terms and conditions. NOW, THEREFORE, for good and valuable consideration, Walnut Street and City do hereby agree as follows: 1. Right of Entry and License. Provided that all of the terms and conditions of this Agreement are fully satisfied, as of the Effective Date of this Agreement the City hereby grants to Walnut Street and its employees, agents and contractors the nonexclusive, nonassignable, personal right and license to enter upon the Property to construct certain improvements, as shown on the plan attached hereto as Exhibit A and incorporated herein by this reference, and for no other purposes without the prior written approval of the Executive Director of the Community Development Agency. This Agreement shall automatically terminate and expire one hundred twenty (120) days after written notice of expiration is provided by City, or in three (3) years from the date of this Agreement, whichever occurs first. It is expressly understood that this Agreement does not in any way whatsoever grant or convey any rights of possession, easement or other cognizable property interest in the Property. Upon termination of this Agreement, all improvements constructed by Walnut Street on the Property shall be the property of the City. 2. Agreement. By execution of this Agreement, Walnut Street agrees for itself and on the behalf of its employees, agents, consultants and contractors as follows: (a) That Walnut Street will not permit any dangerous condition or waste to be created on the Property. (b) All acts and things done by Walnut Street on the Property will be done in a careful and reasonable manner, in accordance with all federal, state and local laws. (c) Walnut Street shall enter the Property entirely at its own cost, risk and expense. (d) Prior to undertaking performance of work under this Agreement, Walnut Street shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: i. Commercial General Liability Insurance. Walnut Street shall maintain commercial general liability insurance naming the City and its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Walnut Street's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000.00 per occurrence. Walnut Street shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. ii. The following requirements apply to the insurance to be provided by Walnut Street pursuant to this section: • Walnut Street shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. • Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. • Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iii. If Walnut Street fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at its election, to forthwith terminate this Agreement. 0 0 (e) Walnut Street shall not permit any mechanics', materialmen's or other liens of any kind or nature ( "Liens ") to be filed or enforced against the Property in connection with this Agreement. Walnut Street shall indemnify, defend and hold harmless City from all liability for any and all liens, claims and demands, together with costs of defense and reasonable attorneys' fees, arising from any Liens. City reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Property, or any portion thereof, or on the improvements on the Property, any notices of non - responsibility or other notice as may be desirable to protect City against liability. In addition to, and not as a limitation of City's other rights and remedies under this Agreement, should Walnut Street fail, within ten (10) days of written request from City, either to discharge any Lien or to bond for any Lien, or to defend, indemnify, and hold harmless City from and against any loss, damage, injury, liability or claim arising out of a Lien, then City, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to City, as applicable, by Walnut Street upon written demand. (f) Walnut Street shall not have any interest in the Property or be entitled to any reimbursement or repayment for any work performed upon the Property pursuant to this Agreement. (g) Walnut Street shall take all necessary precautions to prevent the import and/or release into the environment of any hazardous materials which are imported to, in, on or under the Property during this right of entry. If hazardous materials are imported onto the Property as a result of the surveying and geotechnical soil testing, Walnut Street shall be solely responsible for removing such imported hazardous materials in conformance with all governmental requirements. Walnut Street shall report to the City, as soon as possible after each incident, any unusual or potentially important incidents with respect to the environmental condition of the Property. 3. Indemnity. Walnut Street hereby agrees to defend, indemnify and hold the City and its officers, officials, members, employees, agents and representatives, harmless from and against any and all loss, damage, injury, liability, claim, cost or expense (including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, and expenses) arising from or attributable to the activities of Walnut Street or any of its employees, agents, consultants or contractors upon the Property pursuant to this Agreement. All use of and entry upon the Property shall be at the sole cost, risk and expense of Walnut Street. Walnut Street recognizes and understands that should this Agreement be deemed by the County of Orange to create a possessory interest subject to property taxation, that Walnut Street shall be subject to the payment of property taxes levied on such interest, and that it shall defend, indemnify and hold the City and its officers, officials, members, employees, agents and representatives, harmless from and against any and all such claims. 4. License Payment. Upon the first day of the month following final City approval of Exhibit A to this Agreement, and the first of each month so long as this Agreement is in effect, Walnut Street shall pay to City a monthly license fee of $600.00 payable on the date of this Agreement, and every thirty (30) days thereafter. 0 5. Miscellaneous. L (a) Choice of Law. This Agreement is to be governed by, and construed in accordance with, the laws of the State of California. (b) Remedies. Either party shall, in addition to all other rights provided herein or as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this Agreement. All rights and remedies under this Agreement are cumulative and no one of them shall be exclusive of any other, and each party shall have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether or not stated in this Agreement, except to the extent expressly provided to the contrary in this Agreement. (c) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. (d) Non - Liability of Public Officials. No officer, employee, member, agent or representative of the City shall be personally liable to Walnut Street, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to Walnut Street or its successor, or for any breach of any obligation of the terms of this Agreement. (e) Effective Date. This Agreement shall become effective on the date of final City approval of Exhibit A to this Agreement. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first set forth above. ATTEST: Patricia Healy Clerk o the Council CITY: CITY OF SANTA ANA David N. Ream City Manager (signatures continued on next page) 0 APPROVED AS TO FORM: 0 (signatures continued from prior page) Joseph W. Fletcher, City Attorney By. _ Benja in aulman Chief ssistant City Attorney RECOMMENDED FOR APPROVAL: John eV Exe tive Director Community Development Agency WALNUT STREET SANTA ANA USA: -30 By: / - ? It's: wMiz 4 L02 Z6 vN YD '*N mt n m 13311S NW S 00 31gI5H mums of 11A NOLLY1fIIB1M33 dINSHMG :)Yi]IOYJ/ADms:)1SO1SIH #1 � Im uo mnew fn un -) gIC�� %7�7� o B z� R ZI 0i o I i Y� ' t]]tl1S 38pMVDAS 5 Ili �� I' 1 y 4 V JJ JJJ J J JJJJJJJJJJJ F J JJ JJj JJJ JJJ,JJ JJJJ s tl t J 1 p 3 «� J J JJJ J JJJ J J J 1 T7 fT; d 1 ' JI J. s .IL z I � y 3 8 � � (V i a � 133815 M" Hinds ' lax I.wu ue EXHIBIT A EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COWAERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative Complete Insurance 10/30/2003 11:55 PAGE 002/003 Fax Server CO , CERTIFICATE OF LIABILITY INSURANCE 1oi22/20 " PRODUCER (949)263 -0606 FAX (949)263 -0906 Complete Insurance, Inc. California OOI #0437762 19000 MacArthur Blvd., PH Flr Irvine, CA 92612 -1447 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAICm INsUREo Caribou Industries 1200 North Main Street Suite 900 Santa Ana, CA 92701 INSURER Fireman's Fund Insurance Co POLIG'I EFFECTIVE INSURER B: UMITS INSURER C. - NSURERm MZX80812132 INSURER E 04/14/2004 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NDTWITHSTANDIN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR D' TIPE OFINSURANCE POLICY NUMBER POLIG'I EFFECTIVE POLICY EXPIRATICN UMITS GENERAL UABLITY MZX80812132 04/14/2003 04/14/2004 EACH OCCURRENCE s 1, ODD, DD X GCMMERCIAL GENERAL LIPBLITY CAMAGe 0 T 3 100,000 0..VMBMADE a0CCUR MSD EpP (Any ana Persa+l f 5, DOC A PERSONAL AADVIWURY f 1,000,000 GENERAL AGGREGATE f 2,000,00 GENL AGGREGATE LIMIT APPUESP_m X POLICY jga MLOC PRODUCTS. OCMPIOP AGG f 2,000,000 AUIOMOSILE LIASLIrY PINY AUTO MZX80812132 04/14/2003 04/14/2004 COMBINED SNGLELIMIT (Ea emaenV f 1,000,000 BODILY INJURY (pet pe'.o f A X X ALL ONMEO AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OMED ALTOS BODILY IWURY (Peracciben) f PRCPVTY DAMAGE (Per ambN¢I f GARAGE UABIUW AUTO ONLY - EAACGOENT S ANY AUTO EA ACC HAN f AUTO O AUTO ONLY: pGG S EXCEASSWBRELLA UASLnY XYZ00085551612 04/14/2003 04/14/2004 EACH OCCURRENCE S 10,000,00 7 X OCCUR D0.APASMADE AGGREGATE $ 10,000,000 A f f omurna.E RSTENTCN 3 f YORKERS COMFE]MAPON AND WC ATU• H4 EMPLOYERS'UASL ANVCSRJM ETORIPARTNERIEXECUnVE EL. FACH ACCIDENT 3 E.L. DISEASE -6A eNFLOY f OFMCERANEMBER E:0. VOED? If yes, dewwu ft' SPECIAL PROMV0?4S bel. E.L. DISEASE - POLICY LIMIT I $ OTHER OESC$ PTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENOORSEMENT /SPECIAL PROVISIONS e: Walnut & Sycamore, Santa Ana, CA. he certiicate holder is included as an additional insured per attached Exhibit "B" - Additional nsured Endorsement for Commercial General Liability Policy. 10 day notice of Cancellation for non - payment of premium. City of Santa Ana 20 Civic Center Plaza (M -25) Santa Ana, CA 92701 ACORD 25 (20011M) SHOULD ANY OF THE ABOVE DESCRIBED FOLICIIef SE CANCELLED BEFORE THE EXPMATION DATETHEREOF, THEISSUING INSURERWILL 'Xwdit MAIL - DAYSWNI^ ENNOTICETOTHECSRTMUWMWMNAMEDTOTHELF .. AS City Attorney H.&S:Ino." (VACORD CORPORATION 1958 CCT. 22. ZOO--- 2 :5aFN CCNF ETE IMSUF,FNCE 949 2E---0926 Mc. 91= F.2 /2 COT -L? -2003 WED 0 2; 39 PH F9 H0. P. 02 EXHIBIT B ADDITIONAL. INSURED ENDORSEI4ENT FOR COMMERCIAL. GENERAL LIABILITY POLICY Insuranca Company Fireman's Fund Insurance Company This onxtemement modifies such insurancc as Is aEbrded by the provisions of policy # MZSU8121j^ relating io the following; 1. Tl1c City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Caiiforjua 92701; its officers, employees, agents, volunleors and representatives are anted as additional insureds ( additional. insureds') with regard to liability and dc.%w of suits arising 8rom the operations and usos performed by or on bcbalf ofthe named incur*. 2. With respect to claims arising out of the operatious and uses pc6armed by or on behalf of the named inured, such irtsmartce as is afforded by this policy is primary and is not additional to a contributing with any other inst ante carried by or for the bcefit of the additional insureds. 3. This insurance applies soparately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inolnsion of any peramt or organization as an insured shall not affect auy nobs which such person or organization would have as a claimant if not so iaoluded. 4. With inspect to the additional insu=4 this insurance shall not be cancellcd, or materially reduced in coverage or limits except after thirty (30) days wditen notico.bas been Bivcn to the City o E Santa Ana, 20 Civic Cantor Plaza, Santa Ana, CalMrnia 92701. (Completion of the tbilowina, including counts. — signature, is required m make @his ondotsanent otrective.) Effective actober 22. 2003 this endorsement form as a part of Policy# MZX80812132 Issued to Caribou Industries, et al / JYJ APPROVED AS '10 FC RLA 2 City Attorney