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Home My WebLink AboutGreystone Homes Inc; 2000-05-09;a 0 ,I ,I_ FIRST AMENDMENT TO LICENSE TO ENTER TO INSTALL A 16-INCH WATERLINE TO CROSS INTERSTATE 5 This First Amendment to License to Enter to Install a 16-Inch Waterline to Cro Interstate 5 (this “Amendment”) is entered into as of May 9 , 20C between GREYSTONE HOMES, INC., a Delaware corporation (“Greystone”), and tt CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municip Water District Act of 1911 and a Subsidiary District of the City of Carlsbad (the “District’ This Amendment is made with reference to the following recitals: 1. Recitals. 1.1 Greystone and the District entered into that certain License to Enter Install a 16-Inch Waterline to Cross Interstate 5 (the “License”) as of April 7, 2000. 1.2 Greystone and the District entered into the License as written becaust (a) it was critical to each of Greystone and the District and the License be entered into prior 1 April 8, 2000; (b) District staff had the authority to enter into the License provided that obligated the District to pay no more than $25,000 in license fees to Greystone; and (c) the1 was not sufficient time prior to April 8, 2000, to obtain the District‘s Board of Director’s approvi of the License providing for the possibility of a payment in excess of $25,000 in license fees. 1.3 Greystone and the District now mutually desire to amend the License t provide for the District’s possible payment to Greystone of license fees in excess of $25,000. 2. Amendment of Section 4(b) of the License. The first paragraph of Section 4(b) c the License is hereby deleted in its entirety and replaced with the following: “The District will use its best efforts to cause the First Stage of Construction and th Second Stage of Construction to be completed on or before the First Completion Date. If, at an. time, the District becomes aware that it may not complete the First Stage of Construction and/o the Second Stage of Construction on or before the First Completion Date, the District sha immediately notify Greystone in writing and meet with Greystone. If Greystone agrees to extenc m e t. ,I the First Completion Date, then the District shall be obligated to pay a license fee to Greyston of $5,000 per calendar day for each of the first 10 calendar days beyond May 22, 200( If Greystone agrees to allow the District to extend the First Completion Date beyon May 22, 2000, then on May 23, 2000, the District shall deliver to Greystone in immediate payable funds the sum of $5,000 per calendar day for the first 10 days ($50,000). If the Distril satisfies all of its obligations pursuant to Sections 3, 4, 5, 6, 7, 14, 15, 16, and 17 of th Agreement prior to June 1, 2000, then Greystone shall immediately refund to the District $5,0C for each calendar day remaining until June 1 , 2000.” 3. Full Force and Effect. Except as expressly amended or modified in th Amendment, the License shall remain in full force and effect. In the event of any inconsistenc between the terms and provisions of the License and the terms and provisions of thi Amendment, the terms and provisions of this Amendment shall govern. 4. Counterparts. This Amendment may be executed in one or more counterpart! all of which when taken together shall constitute one original document. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 0 0 5. Definitions. Unless otherwise expressly defined in this Amendment, i capitalized terms used in this Amendment shall have the meanings ascribed to them in tt License. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of tt- date first set forth above. Executed by GREYSTONE this li\ iki* day of May, 2000. GREYSTONE: GREYSTONE HOMES, INC., DlST A Delaware corporation Executed by DISTRICT this 16th day of May, 2000. *flT''{ d$ By: j /kt..&&' :/@.&e; / % &3&D*N;S;w7e\m MIKE LEVEqQUE Title By: Title (Proper notarial acknowledgment of execution of GREYSTONE must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO o assistant treasurer must sign for corporations. Otherwise, the corporation must attach i resolution certified by the secretary or assistant secretary under corporate seE empowering the officer(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement c partnership authorizing the partner to execute the instrument). 0 0 * .. State of California ) ) County of San Diego ) On n (Date)’ personally appeared _c----- -- --_ - L 8 personally known to me -OR- 0 (w- * dsatiactory evidence) to be the person(+ whose namefi idape. subscribed to the within instrument and acknowledged to me that he/sb/ttm executed the same in his/hedtMr authorized capacity-), and that by his/her/the signature(@ on the instrument the person(s), or entity upon behalf of which the person(: acted, executed the instrument. WITNESS my hand and official seal Son Dio County (This area for official notary seal) Signature of Notary Title or Type of Document Date of Documen Signer@) other than named above 0 0 - .. ACTlON OF THE D[RECTURS OF G REYSTONE HOM ESFIINC. T.AK.EN WITFIOL'T A bIEETWG In accordance with the provisions of Section !Jl(f) of the General Corporation Law of the State of Deiaware the foliowing action was taken by unanimous consent of [he members of the Board of Directors of Greystone Homes, Inc. without a meeting: RESOLVED, that Mike Levesque is hereby elected President, San Diego Division - of this Corporation. RESOLVED, that Mike Levesque, acting alone be and is hereby authorized on behalf of this Corporation to enter into contracts for services, purchase materials and supplies, execiite applications, governLent and quasi-government permits and licenses, obtain FHA and VA approvals, enter inro written contracts with Ciry and County qencies (including school districts) preliminary to or concurrent with the subdivision of real property owned, or under contract to purchase by sale agreement or option, which contracts are a part of said subdivision process, execute'&ocuments or instruments burdening this Corporation's real property as a part.of the suEdiv&on process, including but not limited to Subdivision Improvement Agreements, easements, ri&ts-of-way, licenses, covenants, conditions and reservations ("CC&Rs"), annexation agreements, applications for Depment of Real Estate public repocs, title company indemnification ayeernents relating to Corporation real property, public and quasi-public utilit). service applications and contracts, temporary entry agreements, contiacts for the sale or renial of this Corporation's residential real property when such real property is improved with a housing unit ana is a part of a residential subdivision which latter authority includes ihe autllority to execute escrow instructions, Grant Deeds and other ins'mrnents of conveyance, and ail other contncts involving this Corporation's ordinary course of business EXCEPT he shall have no authority to borrow money, purchase real property, sell real property other :han as hereinabove permitted or execute surety bonds on behalf of this Corporation. RESOLVED F'URTHER, that the authority herein conferred shail remain in force until revocation thereof by the Board of DuecTors ofthis Corporation. . DatedFz;l;& .za;kg .. Marc Chansman Robert W. arcin ” 0 0 LICENSE TO ENTER TO INSTALL A 16-INCH WATERLINE TO CROSS INTERSTATE 5 THIS LICENSE TO ENTER TO INSTALL A 16-INCH WATERLINE TO CRO5 INTERSTATE 5, dated as of April ?“j-, 2000 (this “Agreement”), is made at Carlsba, California, between GREYSTONE HOMES, INC., a Delaware corporation (“Greystone” and the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized undc the Municipal Water District Act of 1911, and a Subsidiary District of the City of Carlsba (the “District”), with reference to the following recitals: RECITALS A. Greystone is the record owner of certain real property located in the City c Carlsbad, California (the “City”), more particularly described as: those portions of Lots 1 an 2 and the street between said lots as shown on Parcel Map No. 13653 in the City, County o San Diego, State of California, filed in the Office of the County Recorder of San Dieg County, January 31, 1985 as file no. 85-033316 of official records, lying easterly of th northeasterly line of Carlsbad Tract 85-14, Phase 1 (Batiquitos Lagoon Educational Park), ii the City, County of San Diego, State of California, according to Map thereof No. 11616, file1 in the Office of the County Recorder of San Diego County, September 12, 1986 (“Santalinayy). B. The Planning Commission of the City adopted Resolution Nos. 4461, 4462, 446: and 4464, on January 20, 1999, approving the Poinsettia Shores Planning Area C tentativc tract map, condominium permit, coastal development permit, and hillside developmen permit, relating to development of a residential community in Santalina (collectively, thl “Santalina Project Approvals”). P:LicenseAgreement.doc:46082.002 06-Apr-00 1 0 0 C. The Santalina Project Approvals require Greystone to install eight-inch diamet pipelines in Blue Dolphin Way, Neptune Drive, Mermaid Lane, and Seashell Court to me the needs of the homes to be built within Santalina (the “Project Requirements”). D. The District has prepared plans to: (1) bore under Interstate 1-5 (“1-5) from a borii point east of 1-5 (the “Eastern Boring Point”) to Santalina at approximately the point west of 5 designated on Exhibit “A” as the point of connection with the District’s 16-inch water ma (the “Western Boring Point”); (2) thread a pipeline casing and 16-inch waterline from tl Western Boring Point through the boring to the Eastern Boring Point, consistent wi Drawing No. 133-9C, Sheets 2, 6, 7, and 8 prepared by Kennedy/Jenks Consultants, Distril Project No. 98-407a, signed as approved by the District on October 13, 1999 (the “1-5 16-Inc Waterline Crossing”); and (3) extend the 16-inch waterline from the Western Boring Point t the point designated as its connection with the Project Requirements to be installed withi Mermaid Lane. E. The District has requested Greystone to grant the District permission to entc upon Santalina for purposes required to complete the 1-5 16-Inch Waterline Crossing and i connection to a 16-inch diameter water pipeline which Greystone is installing. NOW THEREFORE, for good and valuable consideration, the receipt an sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The Recitals are true and correct. 2. THE DISTRICT’S ACKNOWLEDGMENTS. (a) The District has requested that Greystone grant to the District, i employees, agents, and contractors (collectively, including the District, the “Licensees permission to enter upon and use the following portions of Santalina: P:LicenseAgreement.doc:46082.002 06-Apr-00 2 0 0 (i) Mermaid Lane from its southern terminus north to the lot lir between Condominium Unit 40 and open space lot 33 as the lot line abuts Mermaid Lane ar that portion of open space lot 33 which stretches from Condominium Unit 41 1 Condominium Unit 56, inclusive, of Santalina (together, “Parcel 1,’’ as shown on Exhibit “C (lot numbers are shown on Exhibit “A”); (ii) Blue Dolphin Way for its entire length and Neptune Drive from i intersection with Blue Dolphin Way to its intersection with Mermaid Lane, (together, “Parc 2,” as shown on Exhibit “C”); (iii) Neptune Drive from its intersection with Blue Dolphin Way nor to its terminus (“Parcel 3,” as shown on “Exhibit C”); and (iv) Condominium Units 4 1-56, inclusive, of Santalina (“Parcel 4,” shown on Exhibit “C”). (b) The District acknowledges that Greystone intends to complete all si preparation work required for construction of its Phase 2 production homes (includii without limitation finish grading, installation of dry and wet utilities within Blue Dolph Way, Neptune Drive, and Mermaid Lane, paving of Blue Dolphin Way, Neptune Drive, ai Mermaid Lane, and certification by a surveyor licensed to do business in the State California that all building pads are within 0.1 (one-tenth) of one (1) foot of the elevatic shown on the grading plans (Drawing No. 351-4A prepared by O’Day Consultants approv by the City) on or prior to sunset on April 22, 2000, but in any event, prior to t commencement the First Stage of Construction (defined in Subsection 3 (a) (ii), below). (c) The District also acknowledges that Greystone intends to begin trenchi foundations for its Phase 2 production homes on Parcel 4 on May 23, 2000, or, if Greysto has completed the foundations prior to the First Start Date (defined in Subsection 3(a) P:LicenseAgreement.doc:46082.002 06-Apr-00 3 0 0 below), to begin framing its Phase 2 production homes on May 23, 2000. The District furthl acknowledges that Greystone intends to enter into contracts to sell its Phase 2 productic homes which will obligate Greystone to complete homes and to close escrows as early November 22, 2000. The District further acknowledges that Greystone cannot trench ( frame its Phase 2 production homes so long as the District is in possession of Parcel 1 and/c Parcel 4 because: (i) it is necessary for Greystone’s trenching and framing subcontractors t use Parcel 1 to obtain access to Parcel 4 where the Phase 2 production homes will be locate( and there is not sufficient width to allow the Licensees and Greystone’s subcontractoi simultaneous use of Parcel 1 without possibility of injury to persons or property whic Greystone is not willing to risk; and (ii) the Second Stage of Construction (defined ii Subsection 3 (a)@), below) involves laying the 16-inch diameter pipeline and its casing acros the house pads/foundations in Greystone’s Phase 2 and pulling the 16-inch pipeline and it casing across those house pads/foundations and into the Western Boring Point. The Distric further acknowledges that any delay it causes to Greystone in its construction of its Phase production homes will result in significant direct and indirect negative economic consequence to Greystone. Greystone’s critical path schedule for construction of its Phase 2 productior homes (the “Critical Path Schedule”) is attached to this Agreement as Exhibit “B.” Th( District acknowledges that the Critical Path Schedule shows that Greystone will begii trenching foundations for or framing its Phase 2 production homes on May 23,2000. (d) The District acknowledges that Greystone would not enter into thi Agreement or grant to the Licensees any permission to enter upon Santalina but foi Greystone’s ability to rely upon the District’s representations regarding the nature, scope, anc schedule for the construction work which is required to complete the 1-5 16-Inch Waterlint P:LicenseAgreement.doc:46082.002 06-Apr-00 4 0 0 Crossing, including without limitation the construction work required to complete the Fir Stage of Construction and the Second Stage of Construction. (e) Notwithstanding anything to the contrary in this Section 2 or in any othc provision of this Agreement, nothing in this Agreement shall be construed to requii Greystone to begin or complete any site preparation or construction work on Santalina pric to any specific date, to begin or complete construction of its Phase 2 production homes pric to any specific date, or to begin or complete any other improvements, including withoi limitation the Work, prior to any specific date. (f) The District acknowledges that an historic, archeological site has bec identified on a portion of Parcel 1 and the State Department of Transportation 1-5 right-c way immediately to the east of Parcel 1. The District acknowledges that the developme entitlements for Santalina are conditioned upon Greystone’s satisfaction of conditions whic require Greystone to preserve the historic archeological site identified as W-95. (g) The District acknowledges that Greystone would not enter into tk Agreement or grant to the Licensees any permission to enter upon Santalina but fi Greystone’s ability to rely upon the District’s representations and obligations contained this Agreement to preserve historic archeological site W-95. 3. SCOPE OF LICENSE. (a) Parcel 1: (i) Greystone hereby grants to the Licensees a non-exclusive licer to enter upon and use Parcel 1 from 7:OO a.m. on April 10, 2000, to 7:OO a.m. on April l 2000, or such other date as Greystone may select in written notice to the District as the “Fi Start Date” for the limited purposes of: (A) surveying; (B) installing a locator wire on t ground surface of the California State Department of Transportation 1-5 right-of-w P:LicenseAgreernent.doc:46082.002 06-Apr-00 5 0 immediately to the east of Parcel 1; (C) the first of the Phase I1 Environmental Si Assessments to be conducted pursuant to Section 7, below; and (D) work which does nc require the entry of vehicles or other machinery or equipment but is required in preparatic for the First Stage of Construction; (ii) Subject to Greystone’s reservation of rights of entry pursuant t Subsection 4(j), below, Greystone hereby grants to the Licensees an exclusive license to entc upon and use Parcel 1 from 7:OO a.m. on the First Start Date through sunset on May 22, 2OC (the “First Completion Date”), for purposes directly related to and required for fusion-weldin 40-foot and/or 50-foot lengths of 16-inch diameter pipe into three (3) 250-foot lengths (th “First Stage of Construction”); (iii) Greystone hereby grants to the Licensees an exclusive license t enter upon and use Parcel 1 from 7:OO a.m. on May 19, 2000, or such earlier date as tE District may select in written notice to Greystone as the “Second Start Date” to the Firs Completion Date and for purposes directly related to and required for final assembly of th three (3) 250-foot lengths of 16-inch diameter pipe into a single length, hydrostatic testing c the single length, its threading through a casing, and threading of the casing into the Wester: Boring Point through to the Eastern Boring Point (together, the “Second Stage c Construction”); and (iv) Greystone hereby grants to the Licensees a non-exclusive license t enter upon and use Parcel 1 from the First Completion Date to sunset on June 30, 2000 (thl “Second Completion Date”), for the limited purposes of: (A) excavating a trench for anc installing a “T” connector between the Western Boring Point and the Project Requirements ii Mermaid Lane; (B) the Second of the Phase I1 Environmental Site Assessments to b conducted pursuant to Section 7, below; (C) the District’s pressure-testing and water-quality P:LicenseAgreement.doc:46082.002 06-Apr-00 6 e 0 testing of the 1-5 16-Inch Waterline Crossing; and (D) satisfying the District’s obligatio1 pursuant to Subsection 4(k) and Section 8, below (Subsections (A), (B), (C), and (D), togethe the “Third Stage of Construction”). (b) Parcel 2: Greystone hereby grants to the Licensees a non-exclusive licen: to enter upon and use Parcel 2: (i) From 7:OO a.m. on the First Start Date through sunset on the Secorl Completion Date for pedestrian and vehicular access to Parcel 1, Parcel 3, and Parcel 4; and (ii) From 7:OO a.m. on the Second Start Date through sunset on the Fir: Completion Date for purposes directly related to and required for the Second Stage c Construction. (c) Parcel 3: Greystone hereby grants to the Licensees a non-exclusive licem to enter upon and use Parcel 3 and Parcel 4 from 7:OO a.m. on the Second Start Date throug sunset on the First Completion Date for purposes directly related to and required for th Second Stage of Construction. (d) Parcel 4: Greystone hereby grants to the Licensees a non-exclusive licens to enter upon and use Parcel 4. (i) From 7:OO a.m. on the Second Start Date through sunset on th First Completion Date for purposes directly related to and required for the Second Stage c Construction; and (ii) From the First Completion Date to Sunset on the Seconc Completion Date for purposes directly related to and required for the Third Stage o Construction. (e) The purposes described in Subsections (a), (b), (c) and (d), of this Section : are collectively referred to together as the “Licensed Activities.” P:LicenseAgreement.doc:46082.002 06-Apr-00 7 e 0 (f) None of the Licensed Activities shall be conducted at Greystone’s cost ( expense. (g) Other than as specifically set forth herein, the District shall have no rig1 to, interest in, possession of, or title to, Santalina, including without limitation Parcel 1, Parc 2, Parcel 3, or Parcel 4. (h) The Licensees shall have no authority to do anything that may result in lien or encumbrance against Santalina. Without limiting the foregoing, however, the Distric agrees to pay promptly or cause to be paid promptly all costs associated with the License Activities and not to cause, permit, or suffer any lien or encumbrance to be asserted again: Santalina related to the Licensed Activities. In the event that the District causes, permits, c suffers any lien or encumbrance to be asserted against Santalina related to the License Activities, the District at its sole cost and expense shall promptly cause such lien c encumbrance to be removed. 4. RULES OF CONDUCT. Greystone’s grant of rights to the District pursuant to Section 3, above, is subject tl the following limitations: (a) The District acknowledges that, during the term provided for the District’ performance of the Licensed Activities, Greystone will be in the process of completin construction of all of the production homes in its Phases 1 and 2. (Greystone’s Phase 1 i located immediately adjacent to and to the west of Parcel 4. Greystone’s Phase 2 is locate( within Parcel 1 and 4.) The District further acknowledges that Greystone will have complete( or will be in the process of completing construction of its model homes along Neptune Drive near its northern terminus, immediately adjacent to and to the west of Parcel 3. The Distric will use its best efforts to ensure that any discharge, release, or other propagation into th P:LicenseAgreement.doc:46082.002 06-Apr-00 8 0 e atmosphere, including but not limited to smoke, charred paper, dust, soot, grime, carbo] fumes, gases, odors, particulate matters, acids, or any combination thereof (togethe “Airborne Contaminants”) directly or indirectly caused by any of the Licensees are contain6 within Parcel 1, Parcel 2, Parcel 3, and Parcel 4 and are controlled to the maximum extei feasible. In the event Airborne Contaminants directly or indirectly caused by any of tl Licensees interfere with the use or enjoyment of any of the homes in Greystone’s Phase 1 c its model homes, as determined in the sole and absolute discretion of Greystone, the Distric agrees, at its sole cost and expense, to take such action as is required to abate the effect of SUC Airborne Contaminants to the maximum extent feasible. (b) The District will use its best efforts to cause the First Stage of Constructio and the Second Stage of Construction to be completed on or before the First Completio Date. If, at any time, the District becomes aware that it may not complete the First Stage ( Construction and/or the Second Stage of Construction on or before the First Completioi Date, the District shall immediately so notify Greystone in writing and meet with Greystone If Greystone agrees to extend the First Completion Date, then the District shall be obligate1 to pay a license fee to Greystone of $5,000 per calendar day for each of the first 5 calenda days beyond May 22, 2000. If Greystone agrees to allow the District to extend the Fir5 Completion Date beyond May 22, 2000, then on May 23, 2000, the District shall deliver t Greystone in immediately payable funds the sum of $5,000 per calendar day for the first days ($25,000). If the District satisfies all of its obligations pursuant to Sections 3, 4, 5, 6, 14 and 16 of this Agreement prior to May 26, 2000, then Greystone shall immediately refund tc the District $5,000 for each calendar day remaining until May 26,2000. Greystone will deliver an updated Critical Path Schedule to the District no late than May 15, 2000. Notwithstanding any other provision of this Subsection 4(b), the Distric P:LicenseAgreernent.doc:46082.002 06-Apr-00 9 e * shall be entitled to a day-for-day extension of the First Completion Date without payment 1 any license fee described in this Subsection 4(b) if Greystone’s concrete subcontractor is nl prepared to begin trenching for foundations for Greystone’s Phase 2 production homes c May 23, 2000 or, if the foundations have been completed prior to the First Start Date, Greystone’s framing subcontractor is not prepared to begin framing Greystone’s Phase production homes on May 23,2000. The District’s receipt from Greystone’s concrete subcontractor or framic subcontractor, as applicable, of a letter stating that it is fully prepared to begin work o Greystone’s Phase 2 production homes on the first business day following the Fir. Completion Date (as it may be extended pursuant to this paragraph) shall be accepted by tl District without controversy, objection, or challenge of any kind whatsoever, as proof th; Greystone is prepared to begin trenching for foundations for or framing its Phase production homes. The District shall thereafter be required to pay the license fees describe in this Subsection 4(b). (c) Prior to commencing the Licensed Activities, the District shall caw temporary fencing to be erected across Mermaid Lane at the boundary line between Parcel and Parcel 2. Immediately upon erection of the temporary fencing the District shall deliver t Greystone, Attention: Mr. Matt Howe at the address for notices provided in Subsectio 18(d), below, four complete sets of keys, each of which sets will allow pedestrian acce: through the temporary fencing into and from Parcel 2. Greystone will assign one set of key to each of Mr. Matt Howe, Mr. Mickey Capuano, Mr. Mike Vilani, and Mr. Lon Ashby. TI the maximum extent permitted by law, Greystone hereby agrees to absolutely ani unconditionally indemnify, defend, and hold harmless the Licensees from and against any an1 all Claims (as defined in Section 11, below) which any of them may at any time suffer, sustai: P:LicenseAgreement.doc:46082.002 06-Apr-00 10 0 8 or incur, arising directly or indirectly, in whole or in part, out of Greystone’s entry on Parcel 1 between the First Start Date and the Completion Date. (d) Prior to commencing the Licensed Activities and erecting the tempora fencing pursuant to Subsection 4(c), above, the District will provide Greystone with nam and contact numbers of the District’s and the District’s contractor’s site supervisors who Greystone may contact at Parcel 1 during all hours of the District’s construction activity. TI District will give notice to Greystone in advance of any change(s) in name(s) or conta number(s). Such information shall be provided in writing to Greystone through Mr. Mi Howe at the address for notices provided in Subsection 18(d), below. (e) Except as otherwise expressly provided in this Agreement, none of tl Licensees shall do anything which will prevent any of the Indemnitees (as defined in Sectic 11, below) from obtaining pedestrian and vehicular access to Santalina (including witho limitation Parcel 1, Parcel 2, Parcel 3, and Parcel 4) or from conducting any of tl Indemnitees’ work upon Santalina (including without limitation upon Parcel 1, Parcel Parcel 3, and Parcel 4). The District shall use its best efforts to cause each of the Licensees cooperate in every way necessary to allow Greystone to begin, continue, and complete a1 work which Greystone in its sole discretion deems desirable on Santalina (including witho limitation Parcel 1, Parcel 2, Parcel 3, and Parcel 4) during the Licensed Activities. (fj The Licensees shall not store, stockpile, or use construction materials 1 equipment on any of Santalina other than on Parcel 1, Parcel 2, Parcel 3, and Parcel 4. (g) The Licensees shall not be permitted to enter upon Santalina outside tl boundaries of Parcel 1, Parcel 2, Parcel 3, and Parcel 4 for any reason. (h) Prior to commencing the Licensed Activities, the District shall schedu and hold a site meeting with its contractor(s), Greystone, a qualified paleontologist, and 11 P:LicenseAgreement:46082.00246082.002 06-Apr-00 0 0 qualified archeologist. The purpose of this meeting will be to: (i) consult and coordinate tl role of the qualified paleontologist and the qualified archeologist in the Licensed Activities; (I discuss the Licensees’ restricted uses of Parcel 1, Parcel 2, Parcel 3, and Parcel 4; and (i, discuss the dust control measures to be implemented during the Licensed Activities. qualified paleontologist and archeologist are individuals with adequate knowledge ar experience with fossilized and archeological remains likely present to identify them in tl field and are adequately experienced to remove the resources for further study. None of tl Licensed Activities shall be allowed to commence until this site meeting has been conducte The District shall provide Greystone with at least 72-hours written notice of this site meeting (i) The District shall be responsible for any mitigation required to offset ar impacts to historic archeological site W-95 caused by the Licensed Activities or the Licensees. Greystone reserves rights of entry onto Parcel 1 during the District (j) exclusive possession of Parcel 1 to allow pedestrian access by the Indemnitees, as defined Section 11, below, for purposes related to Greystone’s ownership, development, and sale 1 Santalina. Prior to entry upon Parcel 1 by any Indemnitee during the District’s exclusii possession of Parcel 1, Greystone will provide the District with one day’s written notice 1 such entry which the District may refuse only if absolutely necessary to protect tl Indemnitee(s) from injury to person. In such event, the District shall immediately so noti Greystone in writing including reasons for refusal and a statement of the date and time which it will be safe for the Indemnitee(s) to enter Parcel 1. (k) If, at any time, any of the Licensees causes any damage to any portion Santalina, including without limitation Parcel 1, Parcel 2, Parcel 3, or Parcel 4, the Distri shall promptly repair such damage to Greystone’s satisfaction. Greystone recommends th the District cause its contractor to walk, photograph, and document the condition of Parcel 12 P:LicenseAgreement.doc:46082.002 06-Apr-00 e 0 Parcel 2, Parcel 3, and Parcel 4 with Greystone’s project superintendent prior to the First Sta Date. Absent evidence documented in this manner that damage to Parcel 1, Parcel 2, Parcel or Parcel 4 pre-existed entry of any of the Licensees upon Parcel 1, Parcel 2, Parcel 3, or Parc 4, the damage shall be conclusively presumed to be caused by the Licensees and it shall be tJr District’s obligation pursuant to this Subsection 4(k) to repair such damage. 5. PERMITS. The District shall be solely responsible for obtaining any and all necessary permi and authorizations from regulatory agencies having jurisdiction in connection with tk Licensed Activities, including but not limited to any and all necessary permits an authorizations required by the State Department of Transportation. 6. NO OTHER WORK PERMITTED. The Licensees shall not install, place, permit, or maintain any temporary ( permanent improvements or structures on Parcel 1, Parcel 2, Parcel 3, or Parcel 4 of any so or nature, except as otherwise provided herein and shall not remove, demolish, or alter an improvements or structures on Parcel 1, Parcel 2, Parcel 3, or Parcel 4 except as providc herein. 7. ENVIRONMENTAL ASSESSMENTS. The District shall cause a Phase I1 Environmental Site Assessment to be performc on Parcel 1 and Parcel 4 prior to the First Start Date. Upon completion of the Licensc Activities, the District shall cause a second Phase I1 Environmental Site Assessment to 1 performed for the purpose of determining that no Hazardous Materials, as defined in Sectic 11, below, have been deposited on Parcel 1 or Parcel 4 during the Licensed Activities. Tl District shall provide to Greystone a copy of all reports created as a result of these Phase Environmental Site Assessments. P:LicenseAgreernent.doc:46082.002 06-Apr-00 13 0 0 8. COMPLETION OF THE LICENSED ACTIVITIES. Immediately upon completion of the Second Stage of Construction, the Distri, shall: (a) restore Parcel 1, Parcel 2, Parcel 3, and Parcel 4 to as good or better condition tha prior to the Licensees’ entrance thereon, including without limitation all work of any natui required to remove and remediate any and all Hazardous Materials deposited on Parcel 1 ( Parcel 4 during the Licensed Activities to the satisfaction of Greystone and all local, state, ar: federal agencies having jurisdiction over Hazardous Materials; (b) remove all paper, debri refuse, temporary fencing, and other items of personal property which the Licensees ha7 placed or maintained on Parcel 1, Parcel 2, Parcel 3, or Parcel 4, all subject to Greystone approval; and (c) obtain certification by a surveyor licensed to do business in the State I California that all building pads on Parcel 4 are within 0.1 (one-tenth) of one (1) foot of tl elevations shown on the grading plans (Drawing No. 351-4A prepared by O’Day Consultant approved by the City. Notwithstanding any other provision of this Section 8, the District obligation pursuant to Subsection (c) of this Section 8 shall be waived if Greystone h completed the foundations for Greystone’s Phase 2 production homes prior to the First Sta Date. 9. TERM. The obligations of the parties incurred pursuant to Sections 3, 4, 5, 6, 7, 8, 1 15, 16, and 17 of this Agreement, will expire upon the later to occur of: (a) the Secoi Completion Date; or (b) the parties’ complete satisfaction of their respective obligatio incurred pursuant to Sections 3, 4, 5, 6, 7, 8, 14, 15, 16, and 17 of this Agreeme1 Notwithstanding the foregoing, any obligations contained in Sections 10, 11, 12, 13, and 3 below, together with all other provisions of this Agreement required to effectuate t purposes of such sections, shall survive the expiration of this Agreement. P:LicenseAgreernent.doc:46082.002 06-Apr-00 14 0 0 10. INSURANCE. The District is a public agency which is self-insured in tl sum of Five Hundred Thousand Dollars ($500,000) with excess liability coverage through tl California Municipal Excess Liability (CAMEL) program. The District shall maintain its se insurance fund and its excess liability coverage through Camel throughout the term of tl: Agreement although the amount of such fund and such coverage shall not be a limitation ( the District’s liability pursuant to this Agreement or otherwise. 11. INDEMNIFICATION, DEFENSE, AND HOLD HARMLESS. To tl maximum extent permitted by law, the District hereby agrees to absolutely ai unconditionally indemnify, defend, and hold harmless Greystone, its partners, shareholdei officers, employees, agents, contractors, licensees (other than the Licensees), invitees, guests, their individual and corporate capacities, homebuyers, and all their respective successors a assigns (collectively, including Greystone, the “Indemnitees”) from and against any and : obligations, liabilities, claims, demands, actions, causes of action, administrative ordei consent agreements and orders, injuries, losses, penalties, costs, damages, attorneys’ fees, ai other expenses of any kind or character (collectively, the “C1aims”)which any of them may any time suffer, sustain or incur, arising directly or indirectly, in whole or in part, out of: t. Licensed Activities, including without limitation any injury to or death of persons, or dama to or loss of property, and/or any entry by or on behalf of the District upon Santalina 0th than Parcel 1, Parcel 2, Parcel 3, or Parcel 4 incident to the Licensed Activities (together, t “Activities”). The District’s obligations under this Section 11 shall survive the termination this Agreement. P:LicenseAgreement.doc:46082.002 06-Apr-00 15 0 a The District, immediately upon demand of Greystone, shall absolutely ar: unconditionally prosecute or defend any action brought against the Indemnitees, or any ( them, arising directly or indirectly, in whole or in part, out of or in any way connected wit the Activities, whether or not the District is joined in the action, proceedings or order, ( whether or not separate actions, proceedings or orders have been brought against the Distric The District hereby expressly waives as a defense to its obligations to Greystone pursuant 1 this Agreement any claim the District may have to require that any third parties not a party 1 this Agreement asserting any claim against the District, or any of them, must make deman proceed against, or give notice before proceeding against the District. Greystone shall provic reasonable notice and tender its defense upon receipt of any claim for which it see1 indemnity pursuant to this Section 11. Without limiting the foregoing, to the extent permitted by law, the District hereb agrees to indemnify, defend, and hold harmless the Indemnitees from and against any and a obligations, liabilities, claims, demands, actions, causes of action, administrative order consent agreements and orders, injuries, losses, penalties, costs, damages, attorneys' fees an other expenses of any kind or character which any of them may at any time suffer, sustain c incur, arising directly or indirectly, in whole or in part, from: (a) any discharges, releases, c threatened releases of pollutants, contaminants, herbicides, pesticides, insecticides, c hazardous or toxic wastes, substances, or materials (any of the preceding a "Hazardoc Material" and together, "Hazardous Materials") into ambient air, water, or land by th Licensees; (b) the manufacture, processing, distribution, use, treatment, storage, disposa transport, or handling of pollutants, contaminants, or hazardous or toxic wastes, substance or materials by the Licensees; and/or (c) a violation of any environmental law on, under, c above Santalina by the Licensees. (For purposes hereof, "environmental law" will mean an P:LicenseAgreernent.doc:46082.002 06-Apr-00 16 0 0 refer to any federal, state, or local law, statute, regulation, ordinance, guideline, or commc law principal relating to public health or safety or the use or control of the environmen including without limitation the Federal Comprehensive Environmental Respons Compensation and Liability Act of 1980, the Carpenter-Presley-Tanner Hazardous Substanc Account Act, the California Hazardous Waste Control Law, the Federal Clean Air Act, tk California Air Resources Act, the Federal Clean Water Act, the California Porter-Cologr Water Quality Control Act, the Federal Resource Conservation and Recovery Act, ti- California Nejedly-Z'berg-Dills Solid Waste Management and Recovery Act, and Californ Health and Safety Code Section 25359.7.) The foregoing obligation to indemnify include without limitation, the obligation to indemnify against diminution in value of Santalina ( any portion of Santalina, and sums paid in settlement of claims, attorneys' fees, consultant fee and expert fees, which arise during or after the term of this Agreement as a result of an contamination caused by any of the Licensees. This indemnification obligation also include without limitation, costs incurred in connection with any investigation of site conditions ( any cleanup, remedial, removal, or restoration work deemed appropriate by Greystone in i sole discretion or required by any federal, state, or local governmental agency or politic subdivision because of Hazardous Materials present (or suspected to be present) in the soil ( ground water on or under Santalina as a direct or indirect result of the Licensed Activitie Nothing in this Agreement shall be construed to require the District to pay for costs nc directly or indirectly incurred in connection with the Licensed Activities. Nothwithstanding the foregoing, the indemnification, defense, and hold harmless s forth above, is not intended to, and shall not, extend to acts or omissions of any Indemnite constituting gross negligence or willful misconduct. P:LicenseAgreement.doc:46082.002 06-Apr-00 17 e 0 12. RELEASE. The District hereby waives, releases, acquits, and forever discharges each of tl Indemnitees to the maximum extent permitted by law, of and from any and all claims, actiol: causes of action, demands, rights, liabilities, damages, losses, costs, expenses, or compensatic whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that now exist ( which may arise in the future on account of or in any way growing out of or connection wii the Activities. THE DISTRICT EXPRESSLY WAIVES ANY OF ITS RIGHl GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDI AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Notwithstanding the foregoing, the release set forth above is not intended to, and sha not, release or discharge the Indemnitees for acts or omissions constituting gross negligence c willful misconduct. 13. HOLDOVER. On the Second Completion Date or any extension thereof approved by Greystonc the District shall surrender Parcel 1, Parcel 2, Parcel 3, and Parcel 4 in good and clea condition, consistent with all provisions of this Agreement, and shall remove all of th Licensees' personal property installed or located in/on Parcel 1, Parcel 2, Parcel 3, and Parcc 4, including without limitation furnishings, equipment, vehicles, construction materials an P:LicenseAgreement.doc:46082.002 06-Apr-00 18 e 0 inventory (the “Personal Property”). If any of Licensees’ Personal Property remains on Parc 1, Parcel 2, Parcel 3, or Parcel 4 after the Second Completion Date, then Greystone may ele to retain or dispose of in any manner any the Licensees’ Personal Property without writtc notice to the District or any of the other Licensees. The District waives all Claims again Greystone for any damage to the Licensees resulting from Greystone’s retention ( disposition of any of the Licensees’ Personal Property. The District is liable to Greystone fi Greystone’s costs for storing, removing, or disposing of any of the Licensees’ Person Property. Greystone on the Second Completion Date, the District shall indemnify Greystone for i Claims pursuant to Section 11, above, arising by virtue of such failure to surrender and addition, Greystone shall have and retain its other remedies against the Distric Notwithstanding the foregoing, nothing in this Agreement shall be construed to permit tl District or any other of the Licensees to enter upon Santalina, including without limitatic Parcel 1, Parcel 2, Parcel 3, or Parcel 4 after the Second Completion Date, absent Greystonc approval. If the District fails to surrender Parcel 1, Parcel 2, Parcel 3, or Parcel 4 14. DISTRICT’S REIMBURSEMENT OF CONSULTANT COSTS. Within five ( business days of the date first written above, Greystone will deliver to the District copies 1 invoices evidencing the attorneys’ and the engineers’ fees and costs Greystone has incurred the preparation of this Agreement. The Deputy City Engineer shall consider and appro’ reimbursement to Greystone for 10Oo/o of said fees and costs. If the Deputy City Engine concludes that any item on the submitted invoices is in error, the Deputy City Engineer sh; notify Greystone in writing, together with reason(s) for objection, within five (5) calend days of receipt of Greystone’s submittal. Failure to timely notify Greystone shall be deem( the Deputy City Engineer’s approval of the submittal. In the event the Deputy City Enginel P:LicenseAgreernent.doc:46082.002 06-Apr-00 19 0 0 does object, Greystone and the Deputy City Engineer shall meet within five (5) calendar da of Greystone’s receipt of the Deputy City Engineer’s written objection(s) to discuss t disputed amount and attempt to resolve the matter through good-faith negotiatio Notwithstanding the foregoing, if Greystone disputes the Deputy City Engineei determination, then Greystone may elect to: (a) appeal the Deputy City Engineer’s decision the District’s Board of Directors (and thereafter, at Greystone’s option, a Court of prop jurisdiction) for final determination; or (b) submit the controversy directly to a Court proper jurisdiction. No later than the First Completion Date, the District shall deliver check in immediately payable funds to Greystone to reimburse it for one hundred perce (100%) of said fees and costs not then at controversy. 15. GREYSTONE’S DELIVERY OF PERMANENT EASEMENT. Within five I business days of the date upon which the Licensees completely vacate Santalina, Greysto shall deliver to the District a signed, notarized grant deed in substantially the form attached this Agreement as “Exhibit D” providing for Greystone’s conveyance to the District of permanent easement to allow the District to operate, maintain, and repair: (a) that portion the 1-5 Interstate Crossing; and (b) that portion of the 16-inch diameter water line connecti the Western Boring Point to the Project Requirements to be installed within Mermaid Lar all which lie within Santalina. 16. FIRST AMENDMENT TO THIS AGREEMENT. The parties acknowled that, but for the District’s critical need to obtain entry into Santalina before Greysto proceeds to trench or frame its production homes in its Phase 2, the parties would not en1 into this Agreement in its current form. The parties will diligently pursue and use their b( efforts to enter into a first amendment to this Agreement in substantially the form attached this Agreement as Exhibit “E” on or prior to May 10, 2000. Greystone recognizes a P:LicenseAgreement.doc:46082.002 06-Apr-00 20 0 0 acknowledges that this obligation does not waive the authority of the District’s Board 1 Directors to either approve or disapprove such first amendment. 17. GREYSTONE’S ACCESS TO PARCEL 4 DURING THE THIRD STAGE C CONSTRUCTION. The District acknowledges that Greystone may determine during tl Third Stage of Construction that Greystone needs additional access, given the District’s use Parcel 1 at that time, to enable Greystone to continue construction of its Phase 2 productic homes. necessary, then Greystone shall cause a construction ramp to be constructed along the stret front of Condominium Units 24, 25, and/or 26. Upon completion of such construction ar its subsequent demolition, Greystone shall submit an invoice or invoices to the District fi reimbursement. The District shall reimburse Greystone for 100% of all costs incurred in su( construction and demolition within 21 calendar days after the District’s receipt of Greystont request for reimbursement. If Greystone so determines, in its sole discretion, that such additional access 18. SATURDAY INSPECTIONS. The District represents and warrants that it h obtained the City’s agreement to conduct Saturday inspections of Greystone’s construction its Phase 2 production homes upon Greystones request throughout Greystone’s constructic of such homes. The District shall pay any incremental cost incurred in Saturday inspectio beyond the cost Greystone would have incurred for weekday inspections. 19. MISCELLANEOUS. (a) Disputes; Claims. If a dispute should arise regarding the performance interpretation of this Agreement, the following procedure shall be used to resolve ai question of fact or interpretation not formally resolved by the parties. Such questions, if th become identified as a part of a dispute among persons operating under the provisions of tl P:LicenseAgreernent.doc:46082.002 06-Apr-00 21 0 e Agreement, shall be reduced to writing by an officer of Greystone (“Officer”) or the District Executive Manager (“Executive Manager”). A copy of such documented dispute shall 1 forwarded to both parties involved along with recommended methods of resolution whic would be of benefit to both parties. The Executive Manager, or Officer, upon receipt, sh: reply to the letter, including a recommended method of resolution, within ten (IO) calend days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlinir the dispute shall be forwarded to the Board of Directors for their resolution through the offic of the City Manager of the City. The Board of Directors may, but is not obligated to offer solution to the dispute. If the Board of Directors considers the dispute, and directs a solutio the action of the Board of Directors shall be considered an advisory mediation only ar nothing in this procedure shall prohibit the parties seeking remedies available to them at law. (b) Jurisdiction. The parties agree and hereby stipulate that the proper veni and jurisdiction for resolution of any disputes between the parties arising out of th agreement is San Diego County, California. (c) Obligations and Benefits Not Running With Land; No Third Pari Beneficiaries. This Agreement shall bind and inure to the benefit of the parties and the respective successors and assigns. However, it shall not run with the land or be recorded, ar all payments due from the District shall be made to Greystone or such assignee as Greystoi designates in writing. This Agreement shall not be deemed to confer any rights upon ar individual or entity which is not a party hereto; the parties hereto expressly disclaim any su( third-party benefit. Nothwithstanding any of the foregoing, Greystone shall have the right assign this Agreement, in its entirety and without the consent of the District, upon the sale all, or a substantial portion of, Santalina. 22 P:LicenseAgreement.doc:46082.002 06-Apr-00 @ * (d) Notice. Unless otherwise specifically provided herein, all notices, demanj or other communications given hereunder shall be in writing and shall be deemed to ha. been duly delivered upon personal delivery, or by Federal Express (or similar reputab express delivery service), or by facsimile transmission with back-up copy mailed the same da or as of the second business day after mailing by United States certified mail, return recei requested, postage prepaid, addressed as follows: If to Greystone: Greystone Homes, Inc. Attention: Mr. Matt Howe 5780 Fleet Street, Suite 300 Carlsbad, CA 92008 Telephone: (760) 804-7700 Facsimile: (760) 804-7717 Cynthia L. Eldred, Esq. Solomon Ward Seidenwurm & Smith, LLP 401 “B” Street, Suite 1200 San Diego, CA 92101 Telephone: (619) 238-4814 Facsimile: (619) 231-4755 If to District: Carlsbad Municipal Water District Attention: Mr. William Plummer 1635 Faraday Avenue Carlsbad, California 92008 Telephone: (760) 602-2768 Facsimile: (760) 602-8562 with a copy to: or to such other address or to such other person as any party shall designate to the others 6 such purpose in the manner set forth above. (e) Counterparts. This Agreement may be executed in any number counterparts, each of which shall be deemed an original, but all of which, taken together, sh, constitute one and the same instrument. (0 Governing Law. This Agreement shall be governed by, and construed accordance with, the laws of the State of California. P:LicenseAgreement.doc:46082.002 06-Apr-00 23 e e (g) Complete Agreement. This Agreement contains the entire agreemei between the parties with respect to the matters set forth herein, and supersedes all prior ( contemporaneous agreements (whether oral or written) between the parties with respect 1 the matters set forth herein. (h) Amendment. This Agreement may be amended by a written instrumei executed by the District and Greystone (including for this purpose any successors 1 Greystone, to the extent of their ownership of real property within Santalina), except that r amendment regarding the provisions for reimbursement to Greystone shall be valid unle executed by Greystone. (i) Payments to Greystone. Any payments to Greystone by the Distri hereunder shall be made payable to Greystone Homes, Inc. and shall be forwarded to tl following address, or to such other address as Greystone specifies in writing to the Gener Manager of the District: c/c Greystone Homes, Inc. Attention: Mr. Matt Howe 5780 Fleet Street, Suite 300 Carlsbad, CA 92008 6) Authority. Each signator to this Agreement represents and warrants th he/she has the legal authority to execute this Agreement on behalf of the entity represented 1; that individual. The District further warrants, represents, and agrees that it has the leg authority to pay funds which are due or may become due to Greystone pursuant to ti Agreement. These warranties, representations, and agreements are a material inducement Greystone to enter into this Agreement. P:LicenseAgreement.doc:46082.002 06-Apr-00 24 0 e IN WITNESS WHEREOF, the parties hereto have executed this Agreement , of the date first set forth above. Executed by GREYSTONE this day of day of April, 2000. April, 2000. GREYSTONE: DISTRICT: GREYSTONE HOMES, INC., CARLSBAD MUNICIPAL WATER a Delaware Corporation DISTRICT, day of Executed by DISTRICT this - a Public Agency of the State of California By: MIKE LEVESQUE Title: San Diego Division - President By: BRIAN UTSLER Title: Sm Diego Division - Vice President of Land Acquisition By: LORRAINE M. WOOD Secretary (SEAL) (Proper notarial acknowledgment of execution of GREYSTONE must be attached.) (Chairman, president or vice-president and secretary or assistant secretary, CFO or assistan treasurer must sign for corporations. Otherwise, the corporation must attach a resolutio. certified by the secretary or assistant secretary under corporate seal empowering that officer6 signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnershi authorizing the partner to execute the instrument.) 25 P:LicenseAgreement.doc:46082.002 06-Apr-00 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement 2 of the date first set forth above. Executed by GREYSTONE this ei* day of day of April, 2000. April, 2000. GREYSTONE: DISTRICT: GREYSTONE HOMES, INC., CARLSBAD MUNICIPAL WATER a Delaware Corporation DISTRICT, day of Executed by DISTRICT this- a Public Agency of the State of California By: RAYMOND R. PATCHETT Title: Executive Manager By: BRIAN UTSLER Title: San Diego Division - Vice President of Land Acquisition ATTEST: By: LORRAINE M. WOOD Secretary (SEAL) APPROVED AS TO FORM: Deputy City Attorney (Proper notarial acknowledgment of execution of GREYSTONE must be attached.) (Chairman, president or vice-president and secretary or assistant secretary, CFO or assistai treasurer must sign for corporations. Otherwise, the corporation must attach a resolutic certified by the secretary or assistant secretary under corporate seal empowering that officer1 signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnersh authorizing the partner to execute the instrument.) P:License Agreement.doc:46082.002 06-Apr-00 25 v W STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ) ss. instrument and acknowledged to me that W&/they executed the same in &/&/the authorized capacity(ies), and that by kis/h/thei or the entity upon whose behalf the person(s) acte WITNESS my hand and official seal. [SEAL] Notary Public P:License Agreement.doc.46082.002 06-Apr-00 26 0 e EXHIBIT “A” MAP OF BORING AND CONDOMINUM UNITS [TO BE ATTACHED] P:LicenseAgreement.doc:46082.002 06-Apr-00 27 EXHIBIT X 6 NO sc4i.F L€GEND: SU0DMSiON BOUNMY ----e-- -.-.-.-.-.-.- Lor UNE Lor NO. .......................... UIi7 UN€ UNi7 NO. i P?FOSED is' HER SH€€TI OF I 5900 Pasteur Court Civil Engineering SANTALINA A T SAN PAClf Suite 100 Planning Carlsbad. California 92008 Processing 760-931 -7700 Surveying FOX: 760-931 -8680 01999 O'Doy Cons F:UOBS\%1019\NZVATfRA 4-6-00 liUJ0 pn XREFS9619N 1 0 0 EXHIBIT “B” CRITICAL PATH SCHEDULE [TO BE ATTACHED] P:LicenseAgreement.doc:46082.002 06-Apr-00 28 g$ C .- k; rs zz gu n spss-"-"-"-" $j 5 5 $ g $ $ It u = .=.- - - s mg ; !-L E, I.: E a, i3 =$ $ $12 2 2 2 2 - ui: u u u c- (vorw c .- tau pss zg 00000000 -"-"sss2s 000 Zk c- 2 $1: s 2 $ $ c- 2u v) I+ I mamu ma, (v ma? (vc 5c- (v $1 - F 8" 02 .E & aL 3 : 1: C 0 82 - EE,rn" ,mbFU "~~~g%: VI ir u) c " - $ g -g .- " h, 8 P .g -c-Uz52- L g".gBaE (0- cg hh..,g2ggg ngag "(3 .- ~E,xuS~XS~ , n .= h'Z c u, 3 g 9 2 ;lg 5's 0 g Z gs'."Ig 2'p 2 .- u) 'E z gpz; an 8- gza a.sj~~god c rau- 0 -g)g- !in P$E:m-, gLI $gig z (v 5 u) (v w coz - OZ&& I-a mm$EEgsaa =la ~ L L3 K 8 8 a, z 5 i'g 0 h Q- (v * m m (D IC 03 e a EXHIBIT “C” MAP OF PARCEL 1, PARCEL 2, PARCEL 3, AND PARCEL 4 [TO BE ATTACHED] P:LicenseAgreernent.doc:46082.002 06-Apr-00 29 EXHIBIT %' e NO sw LEGEND.. SU0DMSlON 00UNMY -..-.-- LOT UNE UNIT UNE -.-.-.-.-.-.- .......................... PARCLZ R€VSED 3-8-00 RNISED 3-3-00 SHEET7 OF 7 5900 Pasteur Court Civil Engineering SANTALINA AT SAN PACIA Suite 100 Planning Carlsbad. California 92008 Processing 760-931 -7700 Surveying FOX: 760-931 -8680 01999 O'Day Consi F\RBS\%1019WLL 4-6-00 b47114 pn XFZFSG!NHOAPL,%19N 1 0 tXHlt5l I "U" PERMANENT EASEMENT e GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED, PLEASE MAIL TO: Carlsbad Municipal Water District Engineering Department 5950 El Camino Real Carlsbad, California 92008 MAIL TAX STATEMENTS TO: EXEMPT Please record the document at no fee as it is to the benefit of the District (Gov. Code [6103].) Space above this line for Recorc The undersigned grantor(s) declare(s): Documentary transfer tax is $ 0.00 Project No. & Name: ( ) computed on full value of property conveyed, or ( ) computed on full value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: (x) City of Carlsbad , and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. Assessor's Parcel No.: CARLSBAD MUNUCIPAL WATER DlSTRlC WILLIAM E. PLUMMER, Deputy City Engineer GRANT DEED OF WATER LINE EASEMENT does hereby grant to CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municir Act of 191 1, and a Subsidiary District of the City of Carlsbad, its successors and assigns, an easement. Purpose: the easement granted herein shall be granted for the following purposes: the construction, ( repair, reconstruction and all activities necessary to construct, reconstruct, operate, maintain and repair facilities for the general purpose of collecting, storing, transporting, pumping and treating all water, including surface watc water, flood water and ground water flowing into said facilities, and all natural and artificial drainage ditches and I of any kind, whether above or below the surface of the ground. Said facility may include pipelines, pumping facilities, structures designed to control the flow of watt facilities and structures associated with said use which are designed to facilitate the use and protect the fa1 1 08/1 e 0 ' natural and other forms of damage including, but not limited to, erosion control facilities, fences, gates, doors devices, alarms, lights, and all other protective facilities and devices. The use shall also include a means of acce$ from said facility for the purpose of constructing, operating, repairing, maintaining, inspecting and reconstruc facility. The uses described herein shall be exclusive to the Grantee. Grantor herein agrees that no building structures will be erected, walls constructed, fences built nor trees planted, nor may the easement be used by the or any other person or entity, including other utilities, whether .public or private, for uses whether comp incompatible with the uses described herein without the express written approval of the Grantee. LOCATION OF THE EASEMENT: The easement granted herein shall be located within and upon the properties more particularly des1 Exhibit "A and Exhibit "B" attached hereto and by this reference made a part hereof. Executed by the Grantor this day of - 20-. GRANTOR: (name of grantor) By: (sign here) (title of signatory) By: (sign here) (title of signatory) (Notarial acknowledgement of execution of PROPERTY OWNER must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only officer corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empou officer to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the I execute this instrument.) APPROVED AS TO FORM: RONALD R. BALL, GENERAL COUNSEL By: JANE MOBALDI, Assistant General Counsel CMWC 2 08/1 0 a STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) On , 2000, before me, , personall. appeared , personally known to me (or proved to me on the basi of satisfactory evidence) to be the person(s) whose name(s) idare subscribed to the withii instrument and acknowledged to me that he/she/they executed the same in his/her/thei authorized capacity(ies), and that by his/her/their signature on the instrument the person(s1 or the entity upon whose behalf the person(s) acted, executed the instrument. [SEAL] ) ss. WITNESS my hand and official seal. Notary Public P:LicenseAgreernent.doc:46082.002 06-Apr-00 33 0 e SCHEDULE 1 LEGAL DESCRIPTION [To be attached.] P:LicenseAgreement.doc:46082.002 06-Apr-00 34 0 0 SCHEDULE 2 PLAT [To be attached.] P:LicenseAgreement.doc:46082.002 06-Apr-00 35 0 0 EXHIBIT “E” FORM OF AMENDMENT TO LICENSE TO ENTER TO INSTALL A 16-INCH WATERLINE TO CROSS INTERSTATE 5 This First Amendment to License to Enter To Install a 16-Inch Waterline to Cross Interstate ! (this “Amendment”) is entered into as of May Delaware corporation (“Greystone”), and the Carlsbad Municipal Water District, a Publi Agency organized under the Municipal Water District Act of 1911 and a Subsidiary District o the City of Carlsbad (the “District”). This Amendment is made with reference to th following recitals: , 2000, between Greystone Homes, Inc., 1. Recitals. 1.1. Greystone and the District entered into that certain License To Enter TI Install A 16-Inch Waterline to Cross Interstate 5 (the “License”) as of April , 2000. 1.2. Greystone and the District entered into the License as written because: (i it was critical to each of Greystone and the District that the License be entered into prior t April 6, 2000; (b) District staff had the authority to enter into the License provided that . obligated the District to pay no more than $25,000 in license fees to Greystone; and (c) ther was not sufficient time prior to April 6, 2000, to obtain the District’s Board of Director approval of the License providing for the possibility of a payment of in excess of $25,000 i license fees. 1.3. Greystone and the District now mutually desire to amend the License t provide for the District’s possible payment to Greystone of License fees in excess of $25,000. P:LicenseAgreement.doc:07447.004 4-Oct-99 36 0 e 2. Amendment of Section 4(b) of the License. The first paragraph of Section 4(b) oj the License is hereby deleted in its entirety and replaced with the following: “The District will use its best efforts to cause the First Stage of Construction and the Second Stage of Construction to be completed on or before the First Completion Date. If, at any time, the District becomes aware that it may not complete the First Stage of Construction and/or the Second Stage of Construction on or before the First Completion Date, the District shall immediately notify Greystone in writing and meet with Greystone. If Greystone agrees to extend the First Completion Date, then the District shall be obligated to pay a license fee to Greystone of $5,000 per calendar day for each of the first 10 calendar days beyond May 22,2000. If Greystone agrees to allow the District to extend the First Completion Date beyond May 22, 2000, then on May 23, 2000, the District shall deliver to Greystone in immediately payable funds the sum of $5,000 per calendar day for the first 10 days ($50,000). If the District satisfies all of its obligations pursuant to Sections 3, 4, 5, 6, 7, 14, 15, 16, and 17 of this Agreement prior to June 1, 2000, then Greystone shall immediately refund to the District $5,000 for each calendar day remaining until June 1,2000.” 3. Full Force and Effect. Except as expressly amended or modified in th Amendment, the License shall remain in full force and effect. In the event of an inconsistency between the terms and provisions of the License and the terms and provisions ( this Amendment, the terms and provisions of this Amendment shall govern. 4. Counterparts. This Amendment may be executed in one or more counterparts, 2 of which when taken together shall constitute one original document. P:LicenseAgreernent.doc:O7447.004 4-Oct-99 37 0 0 5. Definitions. Unless otherwise expressly defined in this Amendment, all capitalize( terms used in this Amendment shall have the meanings ascribed to them in the License. IN WITNESS WHEREOF, the parties hereto have executed this Amendmen as of the date first set forth above. Executed by GREYSTONE this - day of Executed by DISTRICl May, 2000. this _. day of May, 200C GREY STONE: DISTRICT: GREYSTONE HOMES, INC. CARLSBAD MUNICIPAI a Delaware Corporation WATER DISTRICT A Public Agency of the State o California By: MIKE LEVESQUE Title: San Diego Division - President By: BRIAN UTSLER Title: San Diego Division - Title: President By: CLAUDE A. LEWIS, Vice President of Land Acquisition ATTEST: By: LORRAINE M. WOOD Secretary (SEAL) APPROVED AS TO FORM: Deputy City Attorney P:LicenseAgreernent.doc:O7447.004 4-Oct-99 38 e 0 (Proper notarial acknowledgment of execution of GREYSTONE must be attached.) (Chairman, president or vice-president and secretary or assistant secretary, CFO or assistan treasurer must sign for corporations. Otherwise, the corporation must attach a resolutioi certified by the secretary or assistant secretary under corporate seal empowering that officer(s signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnershi] authorizing the partner to execute the instrument.) STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) On , 2000, before me, , personall. appeared , personally known to me (or proved to me on the basi of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the withii instrument and acknowledged to me that he/she/they executed the same in his/her/thei authorized capacity(ies), and that by his/her/their signature on the instrument the person(< or the entity upon whose behalf the person(s) acted, executed the instrument. [SEAL] ) ss. WITNESS my hand and official seal. Notary Public P:LicenseAgreernent.doc:O7447.004 4-Oct-99 39 I-bLJ t' UL/UL Plbl m 3433YaabL3 @ rea-tu-uu uu 3fam :rom-LtNriAK ~RL b ACTION OF TKE DIRECTORS OF GREYSTONE HOMES, NC. TAKEN WITHOUT A MEETIXG In accordance with the provisions of Section 141(f) of the General CorparatioE Law of the State of Delaware the foilotting action was khn by unanimous consent of the members of the Board of Directors of Greystone Homes, Inc. Without a meeting: '. RESOLVED, that Mike Levesque and Brian Utsler, Authorized Agents for the San Diego Division of Greystone Homes, be and hereby are, authorized individually to execute, for md on behalf of this corporation Grant Deeds and all other instruments or documenrs reasonably required to consUrnrnate the sale of homes by this Corporation to home buyers > Dated: December 6, 2999 i-