Sewer Line License Agreement 1999-0024212
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DOC. 1999-0. "01)'41)11)
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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
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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
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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
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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
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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
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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
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THE CITY OF POWAY
a municipal corporation
,
By
(
Its '
ty Manager
APPROVED AS TO FORM &
LEGALITY.
G; \WP\5514\OOl \SEWERl NEW
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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~_
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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
~~-
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---
. 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 ~ ~
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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.
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EXHIBIT "B"