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HomeMy WebLinkAboutCT 85-24; Carlsbad Research Center; 2014-0542598; Maintenance Agreement9\ DOC I 2014-0542598 llliiillillliillllllllllllll RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 DEC 09, 2014 4:59 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE EmesU. Dionenbutg, Jr., COUNTY RECORDER FEES: 48.00 PAGES: 12 Space Above This Line for Recorder's Use Only (Gov. Code 27361.6) ASSESSOR'S PARCEL NO. PROJECT ID PROJECT NAME RELATED PROJECT ID Carlsbad Research Center College Blvd. Median Maintenance Agreement Carlsbad Research Center - CT: 85-24 -PUD: MEDIAN MAINTENANCE AGREEMENT This Agreement is made by and between Carlsbad Research Center, a California Common Interest Development company ("CRC") and the City of Carlsbad, a municipal corporation ("City"), (collectively, "Parties") on Nov. 18 . 2014. RECITALS WHEREAS, CRC manages as a Common Interest Development, pursuant to the Davis- Stirling Act and related California Law and Civil Code, certain real property in the City of Carlsbad, County of San Diego, and State of California, known as the Carlsbad Research Center, more properly described in "Exhibit A," attached hereto and incorporated herein ("Property"); and, WHEREAS, contained within Property are landscaped medians, which are owned by City and situated in or pertaining to the middle of certain roads and streets owned by City, which are more properly described in "Exhibit B," attached hereto and incorporated herein ("Median"); 1|Page - l\/ledian Maintenance Agreement 33 WHEREAS, CRC seeks to assume the right to ingress and egress Median to remove all existing plant materials, repair the existing irrigation as needed and reinstall new plant materials, and to provide ongoing, constant, consistent and permanent maintenance ofthe soft landscaping and irrigation located within the Medians, for the practical and aesthetic benefit of CRC as well as the citizens of City and all members of the public who may view the landscaped Medians; WHEREAS, Property and Median are located within Street Lighting and Landscaping District #1 ("District"). District is a financing mechanism to fund the maintenance and replacement of certain improvements within the right-of-way including median landscaping & irrigation; and, WHEREAS, in lieu of District performing maintenance of Medians, CRC may elect to perform said maintenance and, provided Medians maintenance is performed pursuant to the terms of this Agreement, District will not perform median maintenance within Medians limits. However, District will continue to assess Property medians maintenance costs for city-wide medians located outside Property and Medians limits pursuant to the rights of the District. NOW, THEREFORE, in consideration ofthe mutual covenants herein, the Parties agree as set forth below. 1. City Transfer of Right to Replant and Maintain Medians: City does hereby transfer the right to ingress and egress upon, to remove all existing plant materials, repair the existing irrigation as needed, reinstall new plant materials and otherwise provide and undertake all regular, routine, consistent and permanent maintenance of all Medians, as more properly described in "Exhibit B," to CRC, subject to the terms and conditions contained in this Agreement 2. Median Improvements: CRC has prepared plans to remove all existing plant materials, repair the existing irrigation as needed and reinstall new plant materials and irrigation located within the Medians in accordance with the Carlsbad Municipal Code, the Carlsbad Landscape Manual, the Carlsbad Community Forest Management Plan, and all other applicable City policies, regulations, and standards, all as shown on the approved landscape and irrigation plan (collectively "Landscape and Irrigation Plans") on file with the City. At the time of installation of plant materials and irrigation, the hardscape will be evaluated in conjunction with City staff for condition and state of repair. CRC will not be responsible for all pre-existing damage to the hardscape. CRC will be responsible for any future damage caused by the installation or growth ofthe new plant materials and irrigation systems to the hardscape. 3. Median Maintenance by CRC: CRC agrees, at its sole cost and expense, to maintain, repair, and replace, the plant materials and irrigation described herein. The locations of Medians covered by this Agreement are described in "Exhibit B," attached hereto. The maintenance obligations are described as: 2|Page - Median Maintenance Agreement 34 CRC shall perform all necessary maintenance on Medians in accordance with the Carlsbad Municipal Code, the Carlsbad Landscape Manual, the Carlsbad Community Forest Management Plan, and all other applicable City policies, regulations, and standards, including but not limited to, median trees, turf, shrubbery, groundcover, and irrigation to ensure Medians are maintained in a healthy, hearty, high-quality condition. The maintenance specifications and frequency schedules shall at minimum be consistent with such specifications and schedules ofthe city-wide medians maintenance services ofthe city-wide medians maintenance services agreement in effect at the time this agreement is executed. Maintenance includes, but is not limited to, watering, fertilizing, trimming, pruning, staking, irrigation systems, root barriers, pesticides, and planting replacements. CRC shall install only those species of plants as approved by the City in accordance with Exhibits "A" and "B" attached hereto and made a part thereof. CRC is responsible to maintain plants in locations as shown on the approved Landscape and Irrigation Plans. CRC shall not remove or relocate plants to alternate locations without written prior approval from the City. CRC shall perform maintenance to prevent and, if necessary, address any immediate health and safety concerns including but not limited to fallen trees, overgrowth into vehicular or pedestrian travel way, root damage to Median paving/hardscape (excluding any damage existing at the time of this Agreement per Section 2. Median Improvements above), sidewalks, and visual impairments related to traffic movements. All maintenance activities in this paragraph are described as "Medians Maintenance," hereinafter. Unless otherwise approved by the City, all plants removed due to death shall be replaced by the CRC with a plant ofthe same species as the one removed, and within the same vicinity as the one removed. If replacing a Medians tree, the replacement tree shall be of a minimum 15-gallon container size. If replacing a Medians shrub, the replacement shrub shall be a minimum 5- gallon container size. All replacements shall be installed by the CRC no later than 45 days from the date the prior plant was removed. In the event the City recovers for third-party damage to the Medians, the City shall restore Median improvements in accordance with the Landscape and Irrigation Plans approved by the City and described as Medians Maintenance in this Agreement. 4. Medians Irrigation and Utilities: CRC, at its sole cost and expense, shall provide for all ongoing irrigation required to ensure adequate growth and, once established, to maintain the Medians covered by this Agreement. CRC is responsible to maintain all Irrigation Improvements as shown on the Landscape and Irrigation Plans ("Irrigation Improvements"). CRC shall perform necessary inspections of irrigations systems and controllers to make adjustments of seasonal water demands and irrigation heads to provide the necessary water for Medians. Irrigation systems maintenance specifications and frequency schedules shall at minimum meet such specifications and schedules of the then current city-wide medians maintenance services agreement. SjPage - Median Maintenance Agreement 35 5. Permits Required: CRC shall obtain all necessary permits required to perform Medians Maintenance in City right-of-way through the City's Community and Economic Development Department. However, CRC shall not be required to pay fees for obtaining the necessary permits. 6. Responsibility of Plans: Approval ofthe Landscape and Irrigation Plans by the City shall not constitute an assumption by the City of any responsibility for such damage, costs, etc. City shall not be an insurer or surety for the design, construction or maintenance of the Medians pursuant to the Landscape and Irrigation Plans, nor shall any officer or employee thereof be liable or responsible for any accident, loss or damage happening or occurring while performing Medians Maintenance as specified in this Agreement. 7. District: In lieu of District performing maintenance of Medians, CRC may elect to perform said maintenance and, provided Medians Maintenance is performed pursuant to the terms of this Agreement, District will not perform medians maintenance within Medians limits. However, District will continue to assess Property medians maintenance costs for city-wide medians. 8. Failure to Perform the Terms of the Agreement by CRC: In the event that the CRC fails to perform Medians Maintenance, the failure may be considered a breach of terms of this Agreement. The City is the sole arbiter to evaluate the CRC performance of Medians Maintenance. The City will provide CRC thirty (30) days' notice to cure the breach. If CRC fails to cure the breach after thirty (30) days, the City may elect, in the public's interest that the District take over Medians Maintenance. Upon the City's determination, the City shall provide written notice to inform CRC the District intends take over Medians Maintenance covered by this Agreement. If the District takes over the responsibility ofthe Medians Maintenance, its duty to provide the maintenance shall commence on the 90th day after CRC's receipt of said notice. Notwithstanding this section, all Medians within the Property will continue to be annually assessed at the assessment rate most recently approved by City Council, consistent with the District requirements. 9. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit ofthe Parties hereto and their respective legal representatives, successors and assigns. 10. Termination This Agreement may be terminated by either Party upon 60 days written notice. If CRC terminates this Agreement, City may require CRC, at its sole cost and expense, to return Medians to City standards, with the exception of mature trees which may be left in place, in accordance with the then current Carlsbad Municipal Code, the Carlsbad Landscape Manual, the Carlsbad Community Forest 4|Page - Median Maintenance Agreement 36 Management Plan, and all other applicable City policies, regulations, and standards within 90 days of notice of termination of the agreement. Prior to returning Medians to City standards, and in conjunction with the written notice, CRC shall submit landscape and irrigation plans for approval by the City. If CRC fails to return Medians to City standards within 90 days of notice of termination of the agreement, the City shall have the right, but not the obligation to return Medians to City standards. If the City returns Medians to City standards. City may elect, at its own discretion, to invoice CRC for the costs the City incurred to return Medians to City standards. CRC shall be responsible to reimburse the City as outlined in Section 11 below. If the City terminates this Agreement, City, at its sole cost and expense, shall have the right, but not the obligation to return Medians to City standards in accordance with the then current Carlsbad Municipal Code, the Carlsbad Landscape Manual, the Carlsbad Community Forest Management Plan, and all other applicable City policies, regulations, and standards within 90 days of termination ofthe agreement 11. Agreement Term: The term of this agreement shall be five (5) years from the date of this agreement. The City Manager has the option to extend the agreement for two additional five year periods. 13. Indemnity: CRC shall defend, indemnify and hold harmless the City, its officers, employees and agents from any actions, suits, claims, damages to persons or property, costs, including attorney's fees, penalties, obligations, errors, omissions, demands, liability, or loss that may be asserted or claimed by any persons, firm, or entity arising from the CRC's performance of Medians Maintenance, or lack thereof as required in this Agreement. 14. Notices: Any notice which is required or may be given pursuant to this Agreement shall be sent in writing by United States mail, first class, postage pre-paid, registered or certified with return receipt requested, or by other comparable commercial means and addressed as follows: If to the City: City Engineer City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 If to CRC: Ms. Andrea Tagle Meissner Jacquet 5330 Carroll Canyon Rd., Suite 200 San Diego, CA 92121 SjPage - Median Maintenance Agreement 37 With Notice to Counsel: ' Z-^ J Which addresses may be changed frorrrfime to time by providing notice to the other party in the manner described above. 15. Capacity. Each party represents that the person(s) executing this Agreement on behalf of such party have the authority to execute this Agreement and by such signature(s) thereby bind such party. IN WITNESS WHEREOF, the undersigned has executed this instrument on the referenced dates. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6|Page - Median Maintenance Agreement 38 Carlsbad Research Center, a California Common Interest Development CITY OF CARLSBAD, a municipal corporation ofthe State of California (print name/title) (^ll^^ylY^-ltiebl^Okl^Qf^ ATTEST: (e-mail address)^^^^^^ BARBARA ENGLESON City Clerk (sign here) (print name/title) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President ''*Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: A. BREWER, City Attomey Assistant City Attorney 7|Page - Median Maintenance Agreement 39 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of On KloXJ. 10,001^1- before me, ^DrAOL TTU ^ KlcrfavgA ^vJ^j^j O (Here ihs«h name and title of the oj^k^) personally appeared who proved to me on the basis of satisfactory evidence to be the person^) whose name(S^) is/afe subscribed to the within instrument and acknowledged to me that hdaho/thoy executed the same in his/her/their authorized capacity^ies), and that by his/hor/thoir signature(-s) on the instrument the person(*), or the entity upon behalf of which the person^*) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public (Notary Seal) MORGEN FRY Commission # 1918442 zc»^z-3B»w ' California z S \^^^/ San Diego County g I Mv Comm. Expires Dec 24.20141 1 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Tine or (Tine or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • Attorney-in-Fact • Trustee(s) • Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment compleled in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment fonn must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of Califomia. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/thoy, is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature ofthe notary public must match the signature on file with the office of the county clerk, • Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of '^o^-<-^ V^l<f^O On \>\\A\A before me. ^''"'^ ^ ^ • ^-^^ C^-^^ ^o-VjV^^ Date Here Insert Name and Title of the Officer \ personally appeared Name(s) of Slgner(s) lER > 6229 t 1 miHA M. BEECHER Commitsion # 2026229 Notary PuMc • California i ^ SM Oiago County £ ««yCof.;;.fiy..J«.«-2oi7j who proved to me on the basis of satisfactory evidence to be the person(^ whose name(g) is/are- subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/theif authorized capacity (ids), and that by his/her/their signature(d) on the instrument the person($), or the entity upon behalf of which the person^$) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Atiove Signature: OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): __ • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Signer Is Representing: © 2012 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of ^cw^ '^L^ On \\\u\\A before me, ^ bate Here Insert Name and Title of ttie dfficer V personally appeared Name(s) of Signer(s) BRITTA M. BEECHER Commission # 2026229 Notary Public - CaWornia San Oiago County ^ jiy^Ea^asJyn 22.20171 who proved to me on the basis of satisfactory evidence to be the person(^ whose namej[«) is/are subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/hef4heir authorized capacity(ie§), and that by his/hef^their signature(;^ on the instrument the person(s(), or the entity upon behalf of which the person^sr) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Atx)ve Signature OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date:. 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Signer Is Representing: ) 2072 National Notary Association • NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT A LEGAL DESCRIPTION ALL OF CARLSBAD TRACT NO. 85-24 UNIT NO. 3, CARLSBAD RESEARCH CENTER, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11810 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AS FILE NUMBER 87-276652 RECORDED MAY 19, 1987; TOGETHER WITH ALL OF CARLSBAD TRACT NO. 85-24 UNIT NO. 4, CARLSBAD RESEARCH CENTER, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11811 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AS FILE NUMBER 87-276653 RECORDED MAY 19, 1987; TOGETHER WITH ALL OF CARLSBAD TRACT NO. 85-24 UNIT NO. 5, CARLSBAD RESEARCH CENTER, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 12815 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AS FILE NUMBER 91-234162 RECORDED MAY 16, 1991; TOGETHER WITH ALL OF CARLSBAD TRACT NO. 81-10 UNIT NO. 1, CARLSBAD RESEARCH CENTER, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10330 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AS FILE NUMBER 82-044773 RECORDED FEBRUARY 18, 1982; TOGETHER WITH ALL OF CARLSBAD TRACT NO. 81-10 UNIT NO. 2A, CARLSBAD RESEARCH CENTER, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11134 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AS FILE NUMBER 85-034075 RECORDED JANUARY 31, 1985. CITY OF OCEANSIDE HIGHWAY ,^'« /VOTE; REFERTO DWG 239-1M ON FILE WITH THE CITY FOR DETAILED LANDSCAPE AND IRRIGATION PLANS TYPICAL DETAIL PROJECT NAME CT 81-10 &CT 85-24 CARLSBAD RESEARCH CENTER EXHIBIT B PLOTTED BY: SCOTT EVANS PLOT DAlE:11/6/14 PATH:D: \DEVEL0PMENT SERVICES\Ria<\COLLEGE BLVD MEDIANS LOC UAP.DWG