HomeMy WebLinkAboutC-10026-1 - Agreement for Use of 960 West 16th StreetAGREEMENT BETWEEN THE CITY OF NEWPORT BEACH ACTING BY AND THROUGH THE NEWPORT BEACH
FIRE DEPARTMENT AND
TAYLOR MORRISON OF CALIFONRIA, LLC. FOR USE OF
960 W. 16T" ST.
THIS AGREEMENT for use of the building(s) and/or structure(s) ("Agreement") located at 960 W. 16th St, Costa
Mesa, CA 92627 ("Premises") is made and entered into as of this 1st day December, 2025 ("Effective Date") by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city, acting by and through the
Newport Beach Fire Department ("City"), and Taylor Morrison of California, LLC, a California limited liability company
("Owner") for use of the Premises by City's Fire Department for training purposes.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall continue until demolition of said
Premises is completed, unless otherwise terminated as provided for herein.
2. OWNERSHIP OF PREMISES
Owner hereby acknowledges, warrants and represents to City that Owner is the legal, vested owner of the
Premises, including the underlying real property and all building(s) and/or structure(s) on said Premises and Owner has
full and complete control over the Premises.
3. USE BY CITY
3.1 For no compensation, Owner hereby grants to City the permission to use the Premises for various training
purposes by City's Fire Department and its personnel ("Training Program"). The Training Program may include, but is not
limited to, the cutting of holes in the roof and similar activities that will cause extensive damage to the interior and exterior
of the Premises. Owner hereby acknowledges that the Premises, including all buildings and/or structures located thereon,
will be demolished in the near future and that the Training Program will not in any way, shape or form reduce the value of
the Premises or create any additional demolition costs or work for Owner.
3.2 Owner hereby acknowledges that City has no obligation to demolish, remove, and/or clean up any portion
of any building(s), structure(s), trash or debris remaining on the Premises after the City's use of the Premises.
4. ASBESTOS
Owner shall provide City with an asbestos inspection report certifying that structure(s) and/or building(s) at the
Premises are free from asbestos or informing the City of the level, location, and type of asbestos found on the Premises.
5. HOLD HARMLESS
To the fullest extent permitted by law, City shall indemnify, defend and hold harmless Owner, its successors
and/or assigns (collectively "Owner") from and against any and all claims (including without limitation, claims for bodily
injury or death), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
liabilities, costs and expenses (including, without limitation attorney's fees, disbursements and court costs) of every kind
and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly
or indirectly) to any breach of the terms and conditions of this Agreement or City's use of the Premises. Notwithstanding
the foregoing, nothing herein shall be construed to require City to indemnify the Owner from any Claim arising from the
willful misconduct of the Owner. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees
in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless
of whether any insurance policies are applicable.
6. INSURANCE
Insurance. City shall, at its expense, procure and maintain insurance on all of its operations, including the following
coverages:
0 ) Worker's compensation and employer's liability insurance in the amount required by applicable state law;
(2) General liability Self -Insurance Program covering all operations in an amount not less than $2,000,000 per
occurrence; and
(3) Automobile liability insurance, including coverage for all owned, hired and non -owned automobiles in an amount
not less than $1,000,000 per occurrence.
All General Liability Self -Insurance and automobile policies shall be endorsed to include Taylor Morrison, Taylor Morrison
Communities, Inc., and its affiliates of all tiers as additional insureds (the "Additional Insureds"). Evidence of insurance, as
requested by Taylor Morrison, shall be furnished by the City before any work or activities are commenced and the
insurance shall provide that there will be no cancellation, reduction or modification of coverage without prior written notice
to Taylor Morrison in accordance with the policy provisions. All policies, by policy provision or endorsement acceptable to
Taylor Morrison, shall include a waiver of subrogation in favor of the Additional Insureds.
Certificates of Insurance and Additional Insured endorsements evidencing all such insurance shall be provided to Taylor
Morrison prior to the City or its representatives entering upon the Property, and shall be maintained by the City until
completion of all activities on the Property.
7. STANDARD PROVISIONS
7.1 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall
not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained
herein, whether of the same or a different character.
7.2 Integrated Contract. This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or
nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein.
7.3 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this
Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall
govern.
7.4 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any
other rule of construction which might otherwise apply.
7.5 Amendments. This Agreement may be modified or amended only by a written document executed by
both Consultant and City and approved as to form by the City Attorney.
7.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force
and effect.
7.7 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all
matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent
jurisdiction in the County of Orange, State of California.
7.8 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the
prevailing party shall not be entitled to attorney's fees.
7.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one (1) and the same instrument.
Release and Waiver Page 2
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By: Aj n1
)itr
n C. Harp
Attorney
ATTEST:
Date:
By: ��4
Lena Shumway
City Clerk
CITY OF NEWPORT BEACH,
A California mu ni ipal corporation
Date: %� a
By: .
Jeff Myles
Fire Department Chief
OWNER: TAYLOR MORRISON OF
CALIFORNIA, LLC., a California limited
liability company
Date:
Signed in Counterpart
By:
Kimberly Kim
Senior Director of Land Acquisition and
Forward Planning
Release and Waiver Page 3
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTO�RIJE�Y'S OFFICE
Date:— It/ `f—'.5—
By: Jb/�F. "
a on C. Harp ,a.00�
i Attorney
wia
ATTEST:
Date:
By:
Lena Shumway
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Jeff Boyles
Fire Department Chief
OWNER: TAYLOR MORRISON OF
CALIFORNIA, LLC., a California limited
liability compan
Date
By:
Kimberly Kim
S cquisi io
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Release and Waiver Page 3