OC-311
4919-2118-7692, v. 1
ORANGE COUNTY TRANSPORTATION AUTHORITY
FIRST AMENDMENT TO LICENSE AGREEMENT
This FIRST AMENDMENT TO LICENSE AGREEMENT (“First Amendment”) is made and entered into, notwithstanding the date of signatures below, as of January____, 2026, (“Effective Date”), by and between the ORANGE COUNTY TRANSPORTATION AUTHORITY ("OCTA"), a public entity, and the city of SAN CLEMENTE ("Licensee").
RECITALS
WHEREAS, OCTA and Licensee entered into that certain License Agreement dated June 20, 2023 (“License Agreement”), whereby OCTA licensed to Licensee a 2.3-mile portion of OCTA railroad right-of-way to construct the Facility defined therein, generally comprising a pedestrian walkway with associated appurtenances; and WHEREAS, the Licensee’s Facility under the Agreement and OCTA’s railroad right-ofway, including the improvements thereon, have been and may be subject to landslide damage, and OCTA and Licensee mutually agree to construct, reconstruct, and maintain improvements as part of OCTA’s Coastal Rail Stabilization Priority Project Area 3 (the “Project”); and
WHEREAS, the Project requires the construction of a catchment wall (“Catchment Wall”), a temporary soil nail wall (“Nail Wall”), a retaining wall (“Verdura Wall”), a boundary fence (“Fence”), and the reconstruction of a portion of the existing pedestrian trail; and
WHEREAS, OCTA will construct the Catchment Wall within the License Property for the purpose of protecting the integrity of OCTA’s railroad right-of-way and Licensee’s pedestrian trail and improvements thereon from potential soil movement; and WHEREAS, OCTA will construct the Verdura Wall to support the pedestrian trail and the Fence along a portion of the pedestrian trail separating the trail from the operative railroad right-of-way; and
WHEREAS, OCTA will reconstruct a designated portion of the pedestrian trail; and WHEREAS, prior to constructing the Catchment Wall, the Nail Wall must be constructed by OCTA within both the License Property and right-of-way owned by Licensee (the “Licensee ROW Area” as further defined below); and WHEREAS, OCTA will have the sole obligation and responsibility to construct the Catchment Wall, Verdura Wall, Nail Wall, and Fence and reconstruct that designated portion of the pedestrian trail, Licensee will have the sole obligation and responsibility for maintenance of the pedestrian trail, and Fence, and as well as the respective roles and obligations of each party as set forth in this First Amendment.
Attachment 2
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NOW, THEREFORE, in consideration of the promises and mutual covenants set forth in this First Amendment, inclusive of the RECITALS, OCTA and Licensee hereby agree to amend the License Agreement as follows:
1. Use of License Property and Facility
A. The portion of the pedestrian trail that is being reconstructed by OCTA is included in the definition of Facility under the License Agreement and its use falls within the License Property.
2. Wall Construction and Maintenance
A. The Catchment Wall and the Nail Wall are expressly excluded from the definition of Facility as defined in the License Agreement.
B. OCTA shall be responsible for the construction of the Catchment Wall in accordance with approved plans as provided in Exhibit A hereto which is fully incorporated herein by this reference, at OCTA’s sole expense, and upon completion OCTA shall have ownership of and all right and title to the Catchment Wall.
C. OCTA shall maintain sole responsibility for the structural integrity of the Catchment Wall, including repair and replacement as necessary, at OCTA’s sole expense, including those items designated in the Maintenance Responsibility Table attached hereto and incorporated herein as Exhibit B hereto which is fully incorporated herein by this reference. Structural integrity for purposes of this First Amendment shall mean and include measures that would be required to avoid significant avoidable harm that affects the wall's integrity or functionality and may pose a safety risk, including, but not limited to significant or deep cracks that compromise the Catchment Wall's stability, bulging, leaning, or tilting of the wall, water damage or erosion causing the wall to shift, or collapse of any section of the wall. Licensee will be responsible for maintenance required by normal wear and tear. Normal wear and tear for purposes of this First Amendment shall mean minor cracking in the surface of concrete or mortar, slight loosening of mortar or wall joints, fading or peeling sealant, and promptly patching minor surface cracks. Should soil/debris accumulation exceed the Limit Line at any time, OCTA and Licensee shall work together to engage a qualified engineer to assess the Wall condition and to address any necessary mitigation measures to maintain Catchment Wall structural integrity at OCTA’s sole cost and expense.
D. Licensee shall be solely responsible for the general aesthetic maintenance of the entire Catchment Wall consisting of cleaning and painting, and graffiti removal, at Licensee’s sole expense, including those items designated in the Maintenance Responsibility Table attached hereto and incorporated herein as Exhibit B.
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3. Nail Wall Construction and Maintenance
A. Licensee hereby grants OCTA, its agents and contractors immediate right of entry onto Licensee’s right-of-way described in Exhibit A hereto which is fully incorporated herein by this reference (“Licensee ROW Area”) for all activities related to construction of the Catchment Wall and Nail Wall (as defined below).
The right of entry onto the Licensee ROW Area shall terminate upon completion of the Catchment Wall and Nail Wall.
B. The parties agree OCTA will install the Nail Wall as shown in Exhibit A within Licensee ROW Area to stabilize the slope for construction of the Wall. Once complete, the Catchment Wall will act as the primary retaining structure for the slope, however, as the Nail Wall cannot be removed without jeopardizing slope stability, Licensee has agreed to and does hereby accept ownership and all rights and title to the Nail Wall in a “Where is, As Is” condition upon completion of the Catchment Wall. Therefore, upon completion of the Catchment Wall, OCTA will have no right, title or ownership of the Nail Wall, and will not have any further obligation or responsibility for the maintenance or removal of the Nail Wall.
C. OCTA, its agents, and contractors will cooperate with Licensee in obtaining any permits or liability insurance requirements to perform work on Licensee ROW Area or other Licensee property under this First Amendment. Licensee shall cooperate with OCTA and any third party to expedite any permits or approvals required for the work described in this First Amendment, including the Nail Wall and Catchment Wall.
4. Pedestrian Trail, Fence and Landscaping Construction and Maintenance A. The parties agree that OCTA will reconstruct a portion of the Facility, specifically, the pedestrian trail (approximately 1,400 linear feet) as shown in Exhibit A, and install the Fence as provided in Exhibit A, at OCTA’s sole expense, and upon completion Licensee shall have ownership and all right and title to the pedestrian trail and Fence except as otherwise may be provided for by the Agreement and this First Amendment.
B. Licensee acknowledges that the Fence will not meet standards established by Operators (as defined in the Agreement), specifically those established by Southern California Regional Rail Authority (“SCRRA”), and therefore, Licensee including as set forth in Section 4 below, will defend, indemnify and hold harmless OCTA, SCCRA and all other Operators for any Claim (as defined below), incident or event arising out of or relating to the Fence or its use or construction.
C. Licensee will accept responsibility for the maintenance and removal of the temporary irrigation system and landscaping between the Pedestrian Trail and the Catchment Wall within the 1,400 linear feet section depicted on Exhibit A.
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D. Upon completion, the reconstructed portion of the pedestrian trail and Fence shall remain the sole responsibility of Licensee as to any maintenance or repair as well as carrying out such obligations for its Facility in accordance with the terms and conditions of the Agreement and this First Amendment.
5. Indemnification
A. Licensee to OCTA. Licensee agrees to indemnify, defend and hold OCTA, Operators, including SCCRA, and its employees, officers, directors, agents and representatives and its and their respective successors and assigns (collectively, the "OCTA Indemnified Parties") harmless from and against any and all claims, damages, losses, liabilities, costs and expenses, including attorney's fees (collectively, the "Claims") for injury or damage to real, personal, tangible or intangible property, including loss of use of any OCTA property, and all Claims for bodily injury, sickness, disease, or death of any person, arising from or in any way related to (i) any act, omission or entry upon the License Property or other activity under this First Amendment by Licensee or a Licensee Party (as defined in Section 1.2 of the Agreement) (including but not limited to any Claim by any insurance company which has paid a claim and is subrogated to the rights of the claimant), (ii) any breach by Licensee or a Licensee Party of its obligations under this First Amendment or (iii) any Claim, incident or event arising out of or relating to the Fence or its use or construction; provided, however, that no indemnification shall be provided hereunder to the extent any Claim has been caused by the gross negligence or willful misconduct of OCTA Indemnified Parties. The provisions of this Section 4.A. shall survive the termination of the Agreement and this First Amendment.
B. OCTA to Licensee. OCTA agrees to indemnify, defend and hold Licensee and its employees, officers, directors, agents and representatives and its and their respective successors and assigns (collectively, the "Licensee Indemnified Parties") harmless from and against any and all claims, damages, losses, liabilities, costs and expenses, including attorney's fees (collectively, the "Claims") for injury or damage to real, personal, tangible or intangible property, including loss of use of any Licensee property, and all Claims for bodily injury, sickness, disease, or death of any person, arising from or in any way related to (i) any act, omission or entry upon the Licensee ROW Area or other activity under this First Amendment by OCTA (including but not limited to any Claim by any insurance company which has paid a claim and is subrogated to the rights of the claimant), or (ii) any breach by OCTA of its obligations under this First Amendment; provided, however, that no indemnification shall be provided hereunder to the extent any Claim has been caused by the gross negligence or willful misconduct of Licensee Indemnified Parties. The provisions of this Section
4.B. shall survive the termination of the Agreement and this First Amendment.
5. Entire Agreement. The Agreement, this First Amendment and exhibits attached thereto contain the entire agreement between the parties with respect to the subject matter contained herein and all preliminary negotiations with respect to the subject matter are merged into and incorporated in this First Amendment.
6. Conflicts in Terms. In the event of any conflict between the terms and conditions set forth in this First Amendment and other provisions of the Agreement, the terms and conditions of this First Amendment shall control.
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7. Execution in Counterparts. The parties agree that this First Amendment may be executed in counterparts, subject to exchange of signature pages, each of which shall be deemed an original and together shall constitute one and the same instrument. Facsimile signatures or signatures sent electronically in portable document format ("PDF"), or the like, shall be deemed original signatures.
8. No Other Amendments. Except as specifically set forth in this First Amendment, all provisions of the Agreement are unmodified and remain in full force and effect.
9. General Provisions. The General Provisions of the Agreement are incorporated herein by this reference and shall apply equally to this First Amendment and thus, where “Agreement” is used in such provisions it equally applies to this First Amendment.
{SIGNATURES ON FOLLOWING PAGE}
OC-311
4919-2118-7692, v. 1
IN WITNESS WHEREOF, the parties hereby ratify and confirm each and every provision of the Agreement and enter into this First Amendment effective as of the date set forth above.
AGREED AND ACCEPTED:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By: ____________________________
James G. Beil, P.E.,
Executive Director, Capital Programs
APPROVED AS TO FORM:
By: ____________________________
James M. Donich, General Counsel
CITY OF SAN CLEMENTE
By: ____________________________
Andy Hall, City Manager
APPROVED AS TO FORM:
By: ____________________________
Elizabeth A. Michell, City Attorney
ATTEST:
By: _____________________________
Laura Campagnolo, City Clerk
OC-311
4919-2118-7692, v. 1
EXHIBIT A
[Approved Project Plans)
Exhibit A
On File with the City Clerk
OC-311
4919-2118-7692, v. 1
EXHIBIT B
[Maintenance Responsibility Table]
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OC-311
4919-2118-7692, v. 1
EXHIBIT C
[ENGO Design Memorandum
Landslide Debris Catchment Wall]
GEOTECHNICAL
ENVIRONMENTAL
WATER RESOURCES
CONSTRUCTION SERVICES
COASTAL/MARINE GEOTECHNICS
3890 Murphy Canyon Road, Suite 200 y San Diego, CA 92123 y (858) 573-6900y [email protected] www.engeo.com
DESIGN MEMORANDUM
Prepared For: George Burrough Date: November 14, 2025
Project No: 28583.000.001
Agreement No. C-5-4033
Prepared By: Kevin McFadden/JJT/CB
Project Name: CRSPP Area 3 – Catchment Wall
Subject: LANDSLIDE DEBRIS CATCHMENT WALL
INTRODUCTION
The subject project proposes to construct a landslide debris catchment wall upslope of the existing rail line between approximately Mile Post 204.07 and 204.34 in the City of San Clemente, California. This memorandum summarizes the type of events that will require maintenance, debris removal, and alternatives for how maintenance can be performed. Maintenance alternatives have been developed based on the Geotechnical Basis of Design (BOD) (ENGEO, 2025a) and the current plan set for the proposed Area 3 catchment wall provided by ENGEO (2025b) dated October 10, 2025.
REQUIRED LEVEL OF FAILURE FOR MAINTENANCE
In general, the proposed catchment wall is designed for emergency catchment up to the full height of the wall.
After an extreme catchment event, the debris collected must be removed to a certain level as the wall is not designed for long term retention of a slope at its maximum catchment height. Therefore, a permanent retention height has been established, above which maintenance or removals would be required for the wall to remain in service (ENGEO, 2025a). This upper boundary is referred to as the ‘Limit Line.’ Per the approved plan set, the Limit Line is established as 6 feet below the maximum wall retention level. Future maintenance should ensure the wall remains unobstructed above the Limit Line. This maintenance is intended to preserve the functional capacity of the wall and mitigate the risk of system overload during future extreme events (ENGEO, 2025b).
The proposed catchment wall is designed to permanently retain soil and debris below the Limit Line without the need for maintenance. Small slides that result from erosion or seismic events are generally unlikely to produce the volume of debris that extreme events produce. Therefore, small events can generally be considered within the design threshold of the wall capacity, provided debris remains below the Limit Line.
MAINTENANCE ALTERNATIVES
Given that the nature of each slide event is unique, each major event (large enough to require maintenance) would require careful consideration of its potential maintenance access. Four likely scenarios are outlined below for consideration in advance of the construction or required maintenance. ([KLELW&
George Burrough 28583.000.001
CRSPP Area 3- Catchment Wall November 14, 2025
LANDSLIDE DEBRIS CATCHMENT WALL Page 2
CASE A – BLUFFTOP ACCESS
Large events impacting private property will likely be able to have access from the top of the slide area as properties may be damaged. Generally, large events in the catchment wall area may be similar to the slide that occurred on April 27, 2023, at Casa Romantica Cultural Center and Gardens shown in EXHIBIT 1. They are similar due to the generally well-developed residential community at the bluff top in the wall area and therefore, large slides are likely to affect residences or other private properties (illustrated with a typical cross section of the proposed wall in EXHIBIT 2). An access trail (upper left side of EXHIBIT 1) was constructed at the top of the slide area at Casa Romantica for repair operation access and therefore, Case A anticipates similar blufftop access in the case of a similar slide.
EXHIBIT 1: Access from Top of Slide Area
EXHIBIT 2: Landslide Event Impacting Private Property
George Burrough 28583.000.001
CRSPP Area 3- Catchment Wall November 14, 2025
LANDSLIDE DEBRIS CATCHMENT WALL Page 3
CASE B – WALL EDGE ACCESS
For slides that occur near the ends of the catchment wall (within 100 feet of each wall end or the entire southern segment of wall south of the pedestrian trail), simplest access for maintenance will likely be at-grade around the back side of the wall. This access area is shown in EXHIBIT 3 (ENGEO, 2025b). Maintenance personnel and equipment can access the ends of the wall at-grade and remove debris with suitable equipment.
EXHIBIT 3: Maintenance Access at Edge of Proposed Wall
CASE C – OVER-WALL EARTHWORK
Where slides occur near the center of the catchment wall (i.e. not near edges) but do not have private property access, such as in Case A, the newly constructed pedestrian trail shown in EXHIBIT 4. will provide an additional level of maintenance access. Maintenance equipment such as man-lifts, small cranes, clamshells, or similar, as shown in EXHIBIT 5 and EXHIBIT 6, could be provided via the pedestrian trail reaching directly over the wall.
EXHIBIT 4: Rendering of Proposed Pedestrian Path
George Burrough 28583.000.001
CRSPP Area 3- Catchment Wall November 14, 2025
LANDSLIDE DEBRIS CATCHMENT WALL Page 4
EXHIBIT 5: Extractor Telescopic Clamshell
(Boss, 2025)
EXHIBIT 6: Boom Crawler Crane with Clamshell
(Iron Planet, 2025)
CASE D – OVER-WALL PHYSICAL ACCESS
In the event of a worst-case scenario where the previously described maintenance alternatives are not possible, physical access can be provided over the catchment wall using manlift, small crane, or even ladder access to clear debris or establish a working pad for small equipment such as skid steers or remote controlled equipment (see EXHIBIT 7) to be placed over the wall. Earthwork may then proceed to the required maintenance level.
EXHIBIT 7: Mini Skid Steer (MK Martin, 2025)
George Burrough 28583.000.001
CRSPP Area 3- Catchment Wall November 14, 2025
LANDSLIDE DEBRIS CATCHMENT WALL Page 5
REFERENCES
Boss Attachments. 2025. Boss Extractor Telescopic Clamshell. Accessed from https://bossattachments.co.nz/products/boss/boss-extractor-telescopic-clamshell on October 23, 2025.
ENGEO. 2025a. CRSSP Area 3 – Catchment Wall Design Geotechnical Basis of Design. August 13, 2025.
Project No. 2858.000.001.
ENGEO. 2025b. Coastal Rail Stabilization Priority Project Area 3 – Pedestrian Trail and Catchment Wall. San Clemente, California. October 10, 2025. Project No. 2858.000.001.
Iron Planet. 2025. Insley M Lattice-Boom Crawler Crane. Accessed from https://www.ironplanet.com/forsale/Crawler-Cranes-Insley-M-Lattice-Boom-Crawler-Crane-New-Jersey/13345728 on October 23, 2025.
MK Martin. 2025. Mini Skidsteer. Access from https://www.mkminiskidsteer.com/ on October 23, 2025.