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HomeMy WebLinkAboutAndaz Prkng Esmnt Maint Agrmnt (414 N Palm Canyon Drive/Thompson)RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: THE CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attention: City Clerk (Space above this line for Recorder's use) DECLARATION AND COVENANT ESTABLISHING PARKING EASEMENT AND MAINTENANCE AGREEMENT This DECLARATION AND COVENANT ESTABLISHING PARKING EASEMENT AND MAINTENANCE AGREEMENT (this "Declaration") is made as of December 30, 2014, by and between PALM SPRINGS. L.L.C., a Delaware limited liability corporation ("Grantor"), and The City of Palm Springs, a California charter city (the "City"), with reference to the following facts: A. Grantor is the owner of that certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as 414 North Palm Canyon Drive, Palm Springs, as more particularly described on Exhibit A to this Declaration (the "Port Lawrence Hotel Project"). The Port Lawrence Hotel Project site is approximately 4.1 acres of vacant land bounded by Alejo Road on the north, North Palm Canyon Drive on the west, North Indican Canyon Drive on the east, and existing commercial development on the south. B. The Port Lawrence Hotel Project shall consist of a 150 +/- rooms hotel and approximately 32,705 square feet of ancillary commercial retail, restaurant, and parking facilities. The project requires a total of 226 parking spaces. The project has been designed for a total of 283 parking spaces, 124 of which will be located in the north area of the project site ("North Parking Lot.") The area of the North Parking Lot is depicted on Exhibit B to this Declaration. C. Grantor is willing to grant the City a parking easement over the entire North Parking Lot for free public parking on the terms provided in this Declaration. The City is willing to pay Grantor Two Million Dollars ($2,000,000.00) for this parking easement on the terms provided in this Declaration. D. The parties are desirous of reducing such agreement to writing hereby, which shall be a binding covenant and servitude running with the land in perpetuity. NOW, THEREFORE, in consideration of the grant of easement hereinafter set forth, of the mutual undertakings and agreements hereinafter set forth, and of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:: I. Parking Easement. Grantor hereby grants to the City, and agrees to provide in perpetuity, an exclusive, perpetual easement over the vehicular parking areas now or in the future located on the North Parking Lot for the use of the general public, at no charge or cost to the public, 915469 1 of one hundred and twenty-four (124) parking spaces, together with the rights of access, ingress and egress over and upon the North Parking Lot for the sole purpose of using such parking spaces as permitted herein ("Parking Easement Area"). 2. Use and Maintenance of Parking, Easement Area. A. The Grantor shall have the obligation to maintain, repair, and replace as necessary, at its sole cost and expense, the Parking Easement Area, in a manner consistent with the City approved design for the North Parking Lot and the improvements thereon and approved for occupancy by the City, and shall comply with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities in connection with the use, operation, and maintenance of the such North Parking Lot. B. Neither Grantor nor City shall obstruct in any manner any portion of the Parking Easement Area which will in any way impair its continuous and uninterrupted use for the purposes set forth in this Declaration, except to the extent reasonably necessary to maintain and repair the Parking Easement Area, as provided herein, including without limitation, the temporary closure over the Parking Easement Area in order to perform necessary repairs. Grantor's maintenance obligations shall include, but shall not be limited to, the following: (i) placing, maintaining and replacing any necessary striping lines, signs designating parking spaces for public's use and conducting periodic sweeping and debris removal on the Parking Easement Area; (ii) placing, keeping in repair, the Parking Easement Area; and (iii) repairing damage due to the elements and ordinary wear and maintaining and replacing as needed the driveway elements of the Parking Easement Area. C. The Parking Easement Area shall remain open and accessible to the public at all times, except that Grantor my restrict or limit access to the Parking Easement Area between the hours of 2:00 am and 6:00 am every day at its discretion. Grantor may also limit access to the Parking Easement Area for such times or days commercially necessary for maintenance and/or repair except that any limitation of access for maintenance and/or repair that affects, limits, or restricts twenty-one (21) or more parking spaces in the Parking Easement Area for more than twenty-four (24) hours in any one month period of time shall require the prior written consent of the City Manager or the City Manager's designee ("City Manager"). D. No parking space in the Parking Easement Area shall be reserved for or designated as valet parking. 3. Consideration. City shall pay to Grantor Two Million Dollars ($2,000,000.00) in consideration for the grant of the Parking Easement (the "Cash Payment"). The Cash Payment shall be paid in full within three business days following the issuance of a certificate of occupancy of the Port Lawrence Hotel Project, including the Parking Easement Area. 4. Successors and Assigns. The Parking Easement and each of the restrictions, obligations and covenants set forth herein (collectively, the "Covenants") shall be covenants which run with the North Pakring Lot and the Port Lawrence Hotel Project, and shall be binding upon and enforceable by the City or any successor public agency to the City. Every person or entity who now or hereafter owns or acquires any right, title or interest in or to any portion of the Parking Easement Area or the Port Lawrence Hotel Property is and shall be conclusively deemed to have consented and agreed to the Parking Easement and the Covenants contained herein, whether or not any reference to this instrument is contained in the instrument by which such person or entity acquired their right, title or interest in such property. The City shall have the right, but not the obligation, to enforce those provisions of this Declaration benefitting the City by a proceeding at law or in equity against any person or persons violating or attempting to violate any condition, covenant, equitable servitude, or restriction provided for herein, either to restrain such violation or to recover damages. Violation of this Declaration by Grantor and/or its successors or assigns shall also constitute a violation of the conditions of approval to the Port Lawrence Hotel Project, enforceable by City by any legal or administrative proceeding authorized by law. 5. Mortgage Protection. No portion of this Declaration or any amendment or violation thereof shall operate to defeat or render invalid, in whole or in part, the rights of the beneficiary, insurer, guarantor, or holder of any mortgage or deed of trust encumbering any portion of the Parking Easement Area or the Port Lawrence Hotel Project. After a beneficiary or other person obtains title to the Parking Easement Area or the Port Lawrence Hotel Project by judicial foreclosure or by means set forth in a mortgage or deed of trust, such property shall remain subject to this Declaration. 6. No Third Party Rights. The provisions of this Declaration shall not be deemed to create any rights in any third parties other than the City, as specifically set forth in this Declaration. 7. Modification; Termination. This Declaration may not be modified, removed, extinguished or rescinded in whole or in part, except by written instrument executed by the Grantor and the City Manager, and recorded in the Official Records of Orange County, California. 8. Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State of California. 9. Counterparts. This Declaration may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same Declaration. 10. Entire Declaration. This Declaration, together with the Exhibits attached hereto, contain the entire agreement among the parties respecting the matters set forth herein, and supersede all prior agreements among the parties hereto respecting such matters. IN WITNESS WHEREOF, the parties have made this Declaration as of the date first written above. ATTEST: ames Thompson City Clerk Palm Springs, L.L.C., a Delaware limited liability company By: LGA Investments, L.L.C., a Delaware limited liability company, Managi ember By: Name: .! Title: Mpa3ri,..a ry1Q.Qr The City of Palm Springs, a California Charter City By: Name: David H. Title: City Manager D/oQ•Vi57- APPROVED BY CITY COUNCIL M