Loading...
Sewer Line License Agreement 1999-0024212 . 29:J7 DOC. 1999-0. "01)'41)11) - ...,L. L. L. .- RECORDING REQUESTED BY JAN l5, 1999 8:09 [fF/GIAl RECORDS ~DIE~ ~TY IifCORDER'S OFFICE IMIOO J.SHITH. mMY RfrmER FEES: 0.00 AM WHEN RECORDED MAIL TO C!TY CLERK CIn OF POkAY PO BOX 789 POWAY, CA 92074-0789 FOR THE BENEFIT OF THE CITY OF POWAY Space Above For Recorder's Use SEWER LINE LICENSE AGREEMENT This Sewer Line License Agreement ("Agreement") is made as of the 1st day of December, 1998, between Kearny Scripps LLC, a Delaware limited liability company ("KSL") and the City of Poway, a municipal corpora tion ("Ci ty") ;",i th reference to the following recitals A KSL is the owner of certain real property in the City of San Diego within the Miramar Ranch North Community Plan area as such real property is described in Exhib'it "A" attached hereto ("KSL Property") KSL is developing the KSL Property as an industrial/office high tech development pursuant to Planned Industrial Development Rermit No 86-0181 ("PID Permit") and Final Subdivision Map No. 12911 ("Final Map") issued by the City of San Diego ("San Diego") B The City owns, and has, in the past, operated a 24 inch diameter sewer trunk line which is within the boundaries of the Ci ty and, through an easement on property owned by San Diego, KSL desires to utilize ah approximate 1,815 foot length of such sewer line at a location and a's more particularly described on Exhibit "B" attached hereto ("SeWer Line") C The City has granted San Diego certaln easements across property owned by the 'Ci t Y as evidenced by easements recorded at File/Rage No 1993~0399783 in the Official Records of San Diego County ("San Diego Sewer Easements") pursuant to an Agreement to ExchanCj,e Real Property dated July 16, 1991 entered into between Robert'T Curry and Raedene Curry, trustees of the Robert T. Curry and Raedene Curry Revocable Trust Agreement ("Curry") (whom are the predecessors: in interest to KSL as prior owners of the KSL Property), ~an biego and the City, which such agreement has been filed in the Office of the City Clerk of San Diego as Document No R-279217-1 ("EAchange Agreement") Pursuant to the Final Map and the PID Permit, San Diego is requiring KSL to install and construct a new 'se.wer line across the San Dlego Sewer Easements to service the KSL Prope~ty to connect into the Sewer Line .- 2938 e-, D: The City also owns rights under a certain Easement for Sewer Lines andl,\ppurtenances recorded at, File/Page No. 17 6982 on July 10, 1972 in. the Official Records of San Diego County over land owned by San Diego InPoway Sewer Easement") for the purposes of having access to and maintaining the Sewer Line. E. The city is no longer using the ,Sewer Line, however, KSL, pyrsuant to the Final ~ap and pro is required to use the Sewer Line in order to transport its sewage from the :KSL Property to the San Diego sewer system. The City and KSL des'ire to enter into an agreement in order to provide for KSL's use of the Sewer Line. NOW, THEREFORE for valuable consideration and mutual promises, the parties set forth herein and the parties hereto agree as follows 1 Grant of License City hereby grants and assigns to KSL la) the exclusive license to use, operate and maintain the Sewer Line and use such land of the Ci ty wi thin a ten foot area immediately adjacent to its Sewer Line in accordance with the provisions of this Agreement; and (b) all tight, title and interest of City under the Poway Sewer Easement (nLicense"). This Agreement, among other things, confers upon KSL the scle and exclusive right to use the Sewer Line in acc'ordance with the terms and provisions of this Agreement. City shall not retain or grant to any other party or entity during the term of this Agreement the right to use the Sewer Line or to do anjth'ing in conflict with the rights granted to KSL hereunder During the term of this Agreement, Ci ty shall not use the Sewer Line for its Ovm benefi t, or use without the prlor written consent of KSL. Additionally, City hereby approves KSL's use of the San Diego Sewer Easement 2 Term. The term of this License shall commence on the date of this Agreement and shall expire on November 30, 2001 subject to an e;:tension or earlier termination as provided in Paragraph 9 below 3. Scope of Use. KSL shall have the right to use the Sewer Line for the ttanspor-t of sewage originating from the KSL Property into the San Diego sewer system KSL shall at all times utilize the Sewer Llne in accordance with all applicable laws and regulations and in accordance with the reasonable standards of health andsa~ety 4 Maintenance KSL shall be solely responsible for any and all mainten~nce and repair of the Sewer Line. KSL shall maintain and repalr the Sewer Line in good condition and repair in accordance with all applicable laws and regulations, ordinary wear and tear excepted -2- .~ 2939 e- 5. .P~~formance Bond In order to insure the faithful and fun performance ofKSL with respect to the ,maintenance obligations provid~d for in Paragraph 4 above, KSL shall, within thirty (30) days after the execution and delivery of this Agreement; and prior to use of the Sewer Line, deliver to the city a performance bond issued 'by a surety company, approved by City in the amount of $100,000 to ensure th~ maintenance and repair of the Sewer Line in accordance with the terms of this Agreement ("Bond"). The Bond shall be maintained by KSL for the term of this Agreement. 6, Indemnity. KSL shall indemnify, defend and hold harmless City from any and all claims, liabilities, obligations, damages, causes of action, costs, expenses, including without limitation, all reasonable attorneys' fees, arising or resulting from (i) KSL's use of the Sewer Line; (ii) any neglig~nt acts or omissions of KSL, its agents, employees or contractors in the maintenance and repair of the Sewer Line; and (iii) any mechanic liens or claims of liens resulting from KSL's use or maintenance of the Sewer Line. 7. Insurance. During the term, KSL shall obtain and maintain in full force and effect the following lnsurance coverage, at its sole cost and expense (a) KSL shall obtain and maintain a policy or policies of comprehensive public liability insurance with liability limits of at least $1,000,000 for injury or death of anyone person and $2,000,0'00 for inJury or death to two or more persons in anyone accident, happening or event and property limits of not less than $500,000 (b) Within thirty (301 days after the conunencement date of this Agreement, KSL shall deliver to City copies of all policies of insurance or certificates evidencing the existence and the amounts of the insurance No insurance policy shall be canceled or subject to reduction of coverage or other modification e>cept after thirtj (30) days prior ,;,ritten notice to City. All insurance policies shall name City as a named insured or additional insured 8 Assignment Except as provided below, this Agreement and the License grant~d hereunder is personal to KSL and KSL may not assign any interest in this Agreement or the License without the express written consent of City. Notwlthstanding the above, KSL may assign any and all rights and interests under this Agreement and in and to the License to an owners association for the KSL Property Provided such owners association ehecutes an agreement to assume all obligations and liabilities of KSL hereunder, upon such assignment by KSL and assumption by the owners association, KSL shall ,be relieved of any liabilities to the City hereunder from -3- .- 2940 .- and after the da:te of such assignment, and assumption. 9. Future Agreements and Extension, oC,License. The parties contemplate that in the near future th,eyshall be entering into an additional agreement with San Diego providing for agreements between such parties with respect to. (a) removal of a waste water treatment plant; (b) San Diego acquiring ownership and use of the Sewer Line, and (c) a land exchange between San Diego and the City. The parties agree to use their best etforts and work in good faith to enter into such agreement as soon as reasonably practicable Provided that City, KSL and San Diego enter into such an agreement on terms acceptable to all parties and 0poh San Diego acquiring ownership of the Sewer Line this Agreement and the License shall terminate at such d~te of acquisition by San Diego, If such an agreement has not been entered into by November 30, 2001 and San Diego has not acquired the Sewer Line, then, this Agreement shall be automatically eAtended for a term of five (5) years without the need for further agreements or instruments to evidence such e'Cercise and for subsequent five (5) year terms thereafter until the occurrence of either of the following events (a) San Diego acquires the Sewer Line; or (b) City has granted and assigned all of its right, title and interest in the Sewer Line and the poway Sewer Easement to KSL or the owners association referred to in Paragraph 8 above and KSL or such owners association has accepted such grant and assignment which it hereby agrees to do upon such grant and assignment by City. Upon the occurrence of either evenL re fer red to in Paragraphs I a) or Ib) this Agreement shall terminate; provided, however, that the maintenance and indemnity provisions of Sections 4 and 6 hereof shall survive termination 10. General provisions (al Amendments, No amendment, modiflcation, supplement, termination or waiver of any provision of this Agreement will be effective unle~~ executed in writing by each party hereto and then only in the specific instance and for the specific purpose glven. I'b) Notices Any demand upon or notice glven by one par~y to another party regarding this Agreement will be ln writing. Except as otherwise provided by law, any demand upon or notice required or permitted to be given by one party to the o',th'er ,party '",ill be effective (i) on personal delivery, Iii) on th~ third business day after mailing by certified or registered u.s. mail, return receipt requested; or (iii) on the succeeding business day afte.r mailing by Express Hal,l or after deposit with a private delivery service of general use, postage or fee :paid as appropriate, addressed to the party at the address shown below -4- .- 2941 .- KSL Kearny Scripps LLC Attn Robert V Lankford 4250 Executive Square, Suite 540 La Jolla, C-A 92037 City City of Poway Attn James L Bowersox P O. Box 789 Poway, CA 92064 Notice of change of address will be given by written notice in the matter set forth in this paragraph (c) Covenant of Cooperation. The parties shall cooperate with and assist each other in the performance of the provisions of this Agreement (d) Counterparts. Separate counterparts ,of this Agreement may be separately signed by each party, all with the same effect as though each counterpart had been signed simultaneously. Ie) Attorneys' Fees If any action is instituted to interpret or e'nf6tce any provisions of this Agreement, the prevailing par,t,y in that action shall be entitled to recover its attorneys' fees and court costs from the losing party (f) California Law. This Agreement shall be construed and enforced ~hde~ and in accordance with the laws of the State of Californi~ in effect at this time of the signing of this Agreement. (g) Paragraphs and Captions,. All references to parag-raphs refer to paragraphs in this Agreement unless otherwise stated. Captions are for convenience of reference only and do not constitute a portion of this Agreement. (hi Successors and Assigns. This Agreement shall be bindihg upon ahd inure to the benefit of the parties hereto and their respective successors and assigns -5- e. 2942 e. IN WITNESS WHEREOF, this Agreemen,t has been signed by the parties as of the day and year set forth above in San Diego, California, KEARNY SCRIPPS, LLC A Delaware Limited Liability Company By: LANKFORD NORTHRIDGE, LLC a California Limited Liability Company By - 6- THE CITY OF POWAY a municipal corporation , By ( Its ' ty Manager APPROVED AS TO FORM & LEGALITY. G; \WP\5514\OOl \SEWERl NEW .' 2943 .- state of Californfa) County of San Diego ) On fJe{,/, /'198 before me, a notary pu lic in and for said state, personally appeared ), ,/- v. La- -~ , personally known to me (OL 1>lo~ed tG-----1fte 01, tI,e ba3is--of sa.tisfactol?f---<:>vidonoci) to be the person(sj whose name (,f() is/-a-re- subscribed to the within instrument and acknowledged to me that he/ -~he/U'lOY execu,ted the same in his,Ihgr/thoir authorized capaci ty (-i-e-s), and that by his/her/their signature (-&) on the instrument the person(c&), or the entity upon behalf of which the person te1 acted, executed the instrument. Signature handand~ffi?1l seal. '-maJ(JtLGct::F~ rill" 1''',," 11."..,..,...111""...1 @)MARY DAWNPAMPUCH , COMM: #1069063 ~ -iii NOTMY PUBlIC. CAJ.JFOPNIA i '" SAN DIEGO COUNTY I ~'n' ~:'I C2.T::i1.Ex0. Sept 15, 1~ I... '111" :~-+<:-"~~'Y>'C'~''J~~ 1"" UII WITNESS my CAPACITY CLAIMED BY SIGNER: INDIVIDUAL >" CORPORATE PARTNER (S) (TITLE) OFFICER(S) Pfeal(;l.c.J~ (TITLE) ATTORNEY-IN~FACT TRDSTEE(S) SUBSCRIBING WITNESS OTHER: L~M(e/ GUARDIAN/CONSERVATOR SIGNER IS REPRESENTING. (NAME OF PERSONS(S) OR ENTITY ( S) ) L-lMtX& {4' 4ssoe, ,Jr.; Title Or Type of Document Number of Pages (( Sigliet(<s) oth'et' Than Named Suv,,,- AYu.- li~ OjuvV>V.J Date of Docuinent 1-,1, J y;? Above 1:, ty A-thrrttr/ 6g ,;--p~_ .- \J 2944 e, state of cSllifornia ) County of San Diegp ) On jLr~Q~!9ff/6efore me, a notary public in and for said state, personally ppeilr'ed ;;W~A'::! i;j-O~ , personally known to me (or pr.';,,,,cl Lu me UIl Ll,G b3cic "f ~[actuIY "', iElgnr") to be the person1S). whose nameN (is:q~e subscribed to the within instrument and acknowledged to me that~ she/they executed the sa~ in CbYs)her/their authorized capacity~, and that by his her/their signature~ on the instrument the person,(<-....), or t e entity upon 'behalf of which the person(~ acted, executed the instrument. WITNESS my hand and official seal. Signature ~~- ~::?~ --- . V1VIANMACZL5 _' Com, mission, * ,J19.cv i Nota"( Public, ColIIanlo ~ScnDlegoCoon1y f ~ ~ ~ ~;a:n~~~2~~ CAPACITY CLAIMED BY SIGNER: INDIVIDUAL CORPORATE PARTNER(S) OFF.ICER(S) (TITLE) Gift 'hI a1( ~ (TIT E) ATTORNEY-IN-,FACT TRUSTEE(S) GUARDIAN/CONSERVATOR SUBSCRIBING WITNESS OTHER: SIGNER IS RE~ENTING: (NAME OF PERSONS (S) OR ENTITY(S)) i I" ~ Title or Type of Document b-UA.~,,LA"~ ~ N';lmber of 'ppges 10 Date of Document /~~/-+ r /,' Slgner(s) Other Than Named Above ~ V ~ ~ .- 2945 . EXHIBIT "An LEGAL DESCRIPTION Lots 1 through 28 bf Scripps Northridge Business Center in the City of San Diego, County of San Diego, State of California, according to Map thereof No. 12911 filed in the Office of the County Recorder of San Diego County, January 8, 1992. ~~4b ... .- I / -'.) \. -~_. - /'ON4 Y ---=---- . ~ ----- - - ~'Ne"';ICCe~f(O T<> rl,/I,N;-<f---j OAO ______ /'-~- -j~ - -=- --::::::...--.. I /-------- -::'-:- -......--:::: - -........ ---.... -+ ----- ....\SOAHis,O/L.L...JAY """ -.......~\,.- e.!JST---.20S<:"'~A. : "f'enas'lt./lt-oS' '\ \ ~~ ';A~CH.3/'Jr - - - ,\ \ \ \) C/{liEI<Y/E;W SOIJ:TH . , , , \ ^ (JNIT / .;.-:oo~~_ 24 vel'; "I '" ""AP IJZ ""6 ""-'Z4'OIlC~ 2-;., ,,\,T,--,V /' ';\ "2~'Vc,A<",,,,zd'\.. ----'.J " ':, ", \, \\ ~--" "'"J "., 1/......_ \ ( ';'(til5r I",',-cocsr.<,~:;<~~=-~~-<-~~, -Y..'~ \ \ EXISTING ;'''NO>./Or/f-fHM.VCHIClJ~ '--"-"'~"\' 'It,' \ ~ SEWER LINE ;: A/'N ,p~^ ,Lr1,,4,P 1Z'!.~f3 ) '\ "--...1\ 14 ~D./.f' \' 7.- ;; -". '" 1 eo,:01. \1 ~- tYcY//!CCC55'"0, ronl/sll." ','13 II L., 12 rl3 "\' \;'~ ,'; II \~'<~NY ( EXIST 20 SC"-'CA II. '_ ~;--_ cASckc.Vr ?C'ri( ~ l~. 2-1,0.;';0 e O.ZO'/e _~ / , /' ,/ 1'j,-l7c.<j82,4K.177i!7'I07Z) '~',. ~ /'r.t- . / '\ \'\. If ..eXISJ: Access eXIST LOS f'cJlA50u/TOS - -- {~\ "'i'.;: C'~cc- .."e4~o.lil? eo 201. ~A S~H~Hr /"= 200' LAND OurrAL/. SCJ'/c,c. 1\ ~'" , 1"0: ,off OJ IYo 0701 f'CW,o ~ ...., /,"Z4"VCI"i?'171. '1--.: ' '-:'-.(~ ' ~- ~ -----;I\\. , ';~ - .:.. ''::':': -::::--::.., -l ";;':-IA5C~I,:55 ::..~ /,_""/\>,, ;'1::' 'II; 24YC? --\. T;;-r"'yISr,_~".<.'; (..;~;r4h1~r "l . ,. '\, I. --'-I -:-. ,;. ~! 1\1 -- --1 ," (CirT,"oJ'/AY .sD-/~-<: ,'AOLlTY) "'\ I ,Jf8 3/" 331;'; I ~+' ,; .JI"I'{ '1';-"3/04- " '" AI'/'! "II" c310(, , , , I c:::.' "'-,........ r-.... ~'.---- - - ._,,--~.; 1~ ~~~~' \. J ..-'C:HICARITA c".eE..< r~UNI( S~w",/<: I 1,!J-"f'VC. ,'c" f)WGNo I'tr1S 2'0 l \. .;.... - - :t.f.i!:- s'j ~Cf' '9 'rel" ~o 76/. SC/'\/I"'I"'S NOfilnl/?'/DGG /34'SI/'iG'SS MA,., IZ 1/1 (OW6- NO Z5IJ<itS-D) . ~ 1";<;; ~ , ',....... I ~, I ,,~- -1 '~- .;.:j EXHIBIT "B"