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HomeMy WebLinkAboutA5903 - PALM SPRINGS LLC LICENSE AGR VESTING TTM 34190 THE RAEL PROJECT CITY MANAGER RAE LCO R P CITY OF PALM SPRINGS RAEL DEVELOPMENT CORP ®e�Qvc.0 /a/a 7/Zoo 9 /�S9D3 June 26, 2015 To: David Ready City Manager City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Dear David: As you know we are moving rapidly along towards breaking ground on our site and consequently as required per the attached Agreement,we hereby give 30 day notice to the City of our intent to terminate the temporary parking agreement. We suggest that you please make arrangements to remove the landscaping within this time as we will be looking to install the construction fence. Lawrence will be visiting you next week to start that process. We look forward to the next exciting step for this project and appreciate your immediate attention to this matter. Thank you. Graeme Rael 1100 Quail Street,Suite 203, Newport Beach,CA 92660 P: (949) 250-4245 F: (949)474-9828 www.raelcorp.com LICENSE AGREEMENT Vesting,rentaiive Tract Map No. 34190 The "Rael" Project This License Agreement (hereinafter referred to as "License") is made by and between the CITY OF PALM SPRINGS, a California Charter City (hereinafter referred to as "City"), and PALM SPRINGS, LLC, a Delaware limited liability company (hereinafter refetTed to as "Licensor"}(hereinafter collectively referred to as "Parties"). RECITALS A. Licensor is the owner of parcel of land generally located at the southeast corner of the intersection of North Indian Canyon Drive and Fast Alejo Road, City of Palm Sprins, County of Riverside, California. The property is more specifically described on Exhibit "A" to this License (the "Property"). B. The Property is currently ❑ndeveloped subject to Vesting Tentative tract Map No. 34190 ("VTTM") for condominiutn purposes and Licensor is currently operating a temporary mobile office structure on the Property which may remain in place. C. City and Licensor desire to enter into this license agreement to preserve the interests of the parties, ensuring that each party assumes and performs their respective rights and obligations in the Property relative to the Cily's use of the Property. ACRELMENT NOW, THEREFORE, THE PARTIES AGREE ,AS FOLLOWS: Section L Grant of License. Licensor hereby grants to City a license to enter upon and use the Property for the limited purposes of ingress and egress, a public right--of-way for limited parking purposes not to exceed the amount of spaces designated on the Attached Site Plan marked Exhibit 'B," sign posting, and the installation and maintenance of limited perimeter landscaping only, including but not limited to irrigation 'systems related thereto. 'there shall be no seating or improvements to the site for public gathering and none shall be permitted on the site without the express written approval of Licensor. The City will be responsible to indcrunify Licensor against any complaints of dust or vagrants habituating the site. There shall be no access to the site from Indian Canyon Drive so as to strictly prevent the property becoming a by-pass route between Indian Canyon and Palm Canyon Roads, Section 2. Terni of License. "Phis License shall remain in full force and effect until terminated by either of the Parties hereto as follows: 2.1 City shall have the right to terminate this Ucense by providing thirty (30) clays advance written notice to Licensor of such termination. City may terminutr this license I convenience and without cause. ili)?11]591.gllll I"l NSo!II SIN anir, 22 Licensor shall have the right to tcrminale this License at Licensor's sole and absolute discretion by providing thirty (30) days advance written notice to City or upon issuance of the initial Building Permit to Licensor related to the VTTM, whichever occurs first in titue. 2.3 Upon termination of this License, the Property shall remain in an "as-is" condition with all improvements installed pursuant to this license in place. The removal of any improvements installed pursuant to this License and any and all costs related thereto shall be the sole responsibility of the City in the event such improvements are removed prior to termination of the License. Section 3. investigation and Condition of the Property. City ackno xiedges that it has access to the Property in an "as is" condition under this License, and that Licensor makes no represcnfation or warranty concerning the physical, environmental, geotechnical, or other condition of tine Property, and the suitability of the Property for the uses set fxrrtlt in Section i hcreinabove. City specifically acknowledges that no officer, employee, consultant, or agent of Licensor has made any representation or warranty of air, water rights, utilities, present and fuWrc zoning, soil, subsoil, existence of Hazardous Materials or similar substances, the purpose for which the Property is suited, or drainage. City further agrees that it shall be responsible for the condition ofthe Property it creates or causes while City is utilizing file Property. All obligations of City under the terms of this License, including the installation and maintenance of any improvements on the Property, shall be at the sole cost and expense of the City. Section 4. C'ity's Obligations. In consideration of Licensor's agreement to allow envy into the Property. City agrees to maintain the Property in a good, clean, and safe condition and shall not use the Property in a manner that will unreasonably interfere with Licensor's rights in file Property. Section 5. Release and hidemnification by City. City shall release, indemnify, defend, protect, and hold harmless Licensor and Licensor's officers, employees, consultants, and agents from and against any and all claims, dernands, judgments, actions, damages, losses, penalties, liabilities, costs, and expenses (including, without limitation, attorneys fees and court costs) arising from or in connection with (i) the performance of any obligation by City under the tents of this License, (ii) Citv's use of Elie Property, or (iii) the conduct of C'ity's business or anti activity, work or things done, permitted or suffered by City in or about the Property, except to the extent caused by Licensor's sole negligence or willful misconduct. Notwithstanding any oilier provision of the License to the contrary, City shall not be liable for any damage, claim or injury for any reason whatsoever as relates to the temporary mobile office structure existing in and on file Property for Licensor's exclusive use, Section G. Insurance. Prior to the conumencenent of use of the Property, City wilt provide Licensor with proof of insurance, at City's sole cost and expense, to remain in full ford and effect during tine entire term of this License. The following policies of insurance shall be maintained: 6. 1 Commercial General Liability, Commercial General Liability Insurance written on a per-occurrence and not a claims-made basis in in amount not less that one Million Dollars ($1,000,000) combined sincle limit. lit satisfaction of' the City's obligations under this Section 6, City may at City's option self'insure all or a portion of the liability inaount protidad herein, 6.2 General Provisions. All of the foregoing policies of insurance shall name the Licensor as an additional insured and shall be primary insurance and any insurance maintained by licensor shall be excess and non-contributing. Each of such policies of insurance shall name Licensor and its affiliated entities, and their respective officers, directors, agents, and employces- AI1 policies of insurance required to be obtained by City hereunder shall be issued by insurance companies authorized to do business in California and must be rated no less than BI:1i11 or better in Best's insurance Guide. Prior to engaging in any operations hereunder, City shall deliver to Licensor certificate of insurance evidencing tine coverage specified above. Such policies shall not be cancelled or materially altered to the detriment of City or Licensor without the insurer providing Licensor with 30 days' written notice except that the insurer is only obligated to provide Licensor 10 days' written notice ill llte event City fails to pay any premium. Section i. License Not Assignable. This License shall become eftecute on the effective date and is personal to the City and is not assignable. Section S. Waste, Damage, Or Destruction; Surrender of Property. The City shall not allow any waste, damage, or destruction to occur on the Property. Section 9. Government Approvals; Compliance with Laws. City, at its sole cost and expense, shall obtain all pennits and approvals required with respect to the use and related activities as set forth in this License. Section 10. Governin- Law. This License shall be governed by, interpreted under, and Construed and enforced in accordance with the laws of the State of California. Section 11. Attorney's Fees. If either party to this License is required to initiate or defend or made a party to any action or proceeding in any way connected with (his License, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall he deemed to have accrued on commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. Section 12. Severability. If any paragraph, section, sentence, clause or plirase contained in this License shall become illegal, null or void, against public policy, or Otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses Or phrases contained in the License shall not be affected thereby, ow'-117)r+;a111 1 W:'AnRi>I auii Y�.VI c Section 13. Waiver. The waiver of any breach of any provision hereunder by City or Licensor shall not be doomed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. Section 14, Counterparts. 'Ibis License may be signed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute 0nc Instrunlcnt. Section 15. Notice. Any notice required or permitted to he given hereunder shall be in writing and signed by the Party, officer or agent of the Party to W'born it is to be sent, and shall be either: (a) personally delivered to the Party to whom it is to he sent, or (h) sew via overnight courier services, or (c) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in �N ritinu: To City: City of Palm Springs 3200 East Taliquitz. Canyon Way Palm Springs, California 92262 Attn: City Clerk To Licensor: Palm Springs, LLC 2415 Campus Drive, Suite 140 Irvine, California 926t2 Attn: i.awrence Rael Section 1 G. Effective Date. The effective date of this License shall he October 1. 2009. SIGNATURES ON FOLLOWING PAGE iOA.!n514;4...;1 l lit�.1aJi pl aU4:U IiH -4- IN WITNESS WHEREOF, the Parties hereto have executed this License as of (lie Effective Date. CITY OI; PALM SPRINGS PALM SPRINGS, LLC By: —_ Bv: David H. Ready, Esq„ PhD. Lawrence Racl City Manager By: l' lupi .u ATTEST: James Thompson, City Clerk APPROVED AS TO FORM: Douglas Holland,City Attorney I- 5!hv�111 09 i(Ppl _5, EXHIBIT "A" Legal Description Lots 1, 2, 3, 4 and the Northerly 25 leet of the westerly 145.5 feet of Lot 5, Block 24. Map of Palm Springs, in the County of Riverside, State of California, as shown by map on file in Book 9, Page 432, of Maps, records of San Diego County*, California. APNs: 513-081-002, 003, 004, 005, 00(), and 023 "Legal Description from VTTM needs to be verified. EXHIBIT "B See Attached Site Platt i NORTH— INDiAN CANYON "ORNE ., VOW x YI 4•. _ a"�- _ - _ RC4m MwSM 6BIOQ 9or,ie !%U �� 'y.f W R.M[Y! 1 a• E M.ML-CiW m ah CI P.4Y tJ7 1 I�nTN ea� MEpRyJ _ x Ily1!".9' tYSa.a.J s rr,roc ruwMesm r f \ '� U• , ?'� � I m mr ar i ,.��, ! h ' ^• \0. � 11' ? 'I + / 1 ? I �, � iI t i I Q un.M v...�,a�> wn I�� 11• 1 i . .. ._ .I ..oar.Mro.ucr nda[f19R11 "',a its oetW 1 ,'Li >et \ r,,, 'I \V y oar vWl P.M r'� i i.,,;rIrwn°�Ati - 1 eaer.'.orr scu anxKr nwt' no•._s - a a. - -"'- »»�-.—-��w• �`` a. nt tree w oel.le uMM>aa rrMwn r ' � tYaz eamueroe m,ver.trunals ro -_.... .- - - a9aM..:rt a,u xn eexM•s r®ce. NORTH PAIAI CANYON .,.RIVE ew aMa. 9n oMM99r w9c9n 9cw v arras ara eaxeau9 u erecm er uY . tvnM.�99 a cnx m a-�/ rn�eoa. i �� MCOLf Yp..a lNY1q x[}rm a4'W4R 1. llhuM' SW[. 4Y4 }. gw1NCTJx M CPXW[MI am nw>a CaM F,11:iliEi tr}�WYZ yeL Rq gLY.em ams swO s6R -Me Tle-9000 CI17 OF PALM SPRINGS, CAtIFORltfp I'Y"�• s9M 9,w s,�wa smue,Wm . OOMIrO%N TEMPORARY DAR[NO LOT LICENSE AGREEMENT Vesting Tentative Tract Map No. 34190 The "Rael" Project This License Agreement (hereinafter referred to as "License") is made by and between the CITY OF PALM SPRINGS, a California Charter City (hereinafter referred to as "City"), and PALM SPRINGS, LLC, a Delaware limited liability company (hereinafter referred to as "Licensor")(hereinafter collectively referred to as "Parties"). RECITALS A. Licensor is the owner of parcel of land generally located at the southeast corner of the intersection of North Indian Canyon Drive and East Alejo Road, City of Palm Springs, County of Riverside, California. The property is more specifically described on Exhibit "A" to this License (the "Property"). 13, The Property is currently undeveloped subject to Vesting Tentative Tract Map No. 34190 ("VTTM") for condominium purposes and Licensor is currently operating a temporary mobile office structure on the Property which may remain in place. C. City and Licensor desire to enter into this license agreement to preserve the interests of the parties, ensuring that each party assumes and performs their respective rights and obligations in the Property relative to the City's use of the Property. AGREEMENT NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: Section 1. Grant of License. Licensor hereby grants to City a license to enter upon and use the Property for the limited purposes of ingress and egress, a public right—of-way for limited parking purposes not to exceed the amount of spaces designated on the Attached Site Plan marked Exhibit `B," sign posting, and the installation and maintenance of limited perimeter landscaping only, including but not limited to irrigation 'systems related thereto. There shall be no seating or improvements to the site for public gathering and none shall be permitted on the site without the express written approval of Licensor. The City will be responsible to indemnify Licensor against any complaints of dust or vagrants habituating the site. There shall be no access to the site from hrdian Canyon Drive so as to strictly prevent the property becoming a by-pass route between Indian Canyon and Palm Canyon Roads, Section 2. Tenn of License. This License shall remain in Cull force and effect until terminated by either of the Parties hereto as follows: 2.1 City shall have the right to terminate this License by providing thirty (30) days advance written notice to Licensor of such termination. City may tern-iivate this License for convenience and without cause. 1037466.01,inai30i07 2.2 Licensor shall have the right to terminate this License at Licensor's sole and absolute discretion by providing thirty (30) days advance written notice to City or upon issuance of the initial Building Permit to Licensor related to the VTTM, whichever occurs first in time. 2-3 Upon termination of this License, the Property shall remain in an "as-is" condition with all improvements installed pursuant to this License in place. The removal of any improvements installed pursuant to this License and any and all costs related thereto shall be the sole responsibility of the City in the event such improvements are removed prior to termination of the License. Section 3- Investigation and Condition of the Property- City acknowledges that it has access to the Property in an "as is" condition under this License, and that Licensor makes no representation or warranty concerning the physical, environmental, geotecbnical, or other condition of the Property, and the suitability of the Property for the uses set forth in Section 1 hereinabove. City specifically acknowledges that no officer, employee, consultant, or agent of Licensor has made any representation or warranty of air, water rights, utilities,present and future zoning, soil, subsoil, existence of Hazardous Materials or similar substances, the purpose for which the Property is suited, or drainage. City fujther agrees that it shall be responsible for the condition ofthe Property it creates or causes while City is utilizing the Property. All obligations of City under the terms of this License, including the installation and maintenance of any improvements on the Property, shall be at the sole cost and expense of the City. Section 4. City's Obligations. hi consideration of Licensor's agreement to allow entry into the Property, City agrees to maintain the Property in a good, clean, and safe condition and shall not use the Property in a manner that will unreasonably interfere with Licensor's rights in the Property- Section 5. Release and Indemnification by City- City shall release, indemnify, defend, protect, and hold harmless Licensor and Licensor's officers, employees, consultants, and agents from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs, and expenses (including, without limitation, attorney's fees and court costs) arising from or in connection with (i) the performance of any obligation by City under the terns of this License, (ii) City's use of the Property, or (iii) the conduct of City's business or any activity, work or things done, permitted or suffered by City in or about the Property, except to the extent caused by Licensor's sole negligence or willful misconduct. Notwithstanding any other provision of the License to the contrary, City shall not be liable for any damage, claim or injury for any reason whatsoever as relates to the temporary mobile office structure existing in and on the Property for Licensor's exclusive use. Sectiori 6, Insurance. Prior to the commencement of use of the Property, City will provide Licensor with proof of insurance, at City's sole cost and expense, to remain in full force and effect during the entire tern of this License. The following policies of insurance shall be maintained: I07466.07 a093] 1 U374GG.01 ao9d0/09 -2- y_J�` 6.1 Commercial General Liability. Commercial General Liability Insurance written on a per-occurrence and not a claims-made basis in an amount not less that One Million Dollars ($1,000,000) combined single limit. In satisfaction of the City's obligations under this Section 6, City may at City's option self-insure all or a portion of the liability maount provided herein. 6.2 General Provisions. All of the foregoing politics of insurance shall name the Licensor as an additional insured and shall be primary insurance and any insurance maintained by Licensor shall be excess and non-contributing. Each of such policies of insurance shall name Licensor and its affiliated entities, and their respective officers, directors, agents, and employees. All policies of insurance required to be obtained by City hereunder shall be issued by insurance companies authorized to do business in California and must be rated no less than B+a/11 or better in Best's Insurance Guide. Prior to engaging in any operations hereunder, City shall deliver to Licensor certificate of insurance evidencing the coverage specified above. Such policies shall not be cancelled or materially altered to the detriment of City or Licensor without the insurer providing Licensor with 30 days' written notice except that the insurer is only obligated to provide Licensor 10 days' written notice in the event City fails to pay any premium. Section 7, License Not Assignable. This License shall become effective on the effective dale and is personal to the City and is not assignable. Section 8. Waste, Damage, or Destruction; Surrender of Property. The City shall not allow any waste, damage, or destruction to occur on the Property. Section 9. Government Approvals; Compliance with Laws. City, at its sole cost and expense, shall obtain all permits and approvals required with respect to the use and related activities as set forth in this License. Section 10. Governing Law. This License shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Section. 11. Attorney's Fees. If either party to this License is required to initiate or defend or made a party to any action or proceeding in any way connected with this License, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. Section 12. Severability. If any paragraph, section, sentence, clause or phrase contained in this License shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the License shall not be affected thereby. 10374660/aOY/3 + x 10377GG Ot a09/30l09 -3- Section 13. Waiver. The waiver of any breach of any provision hereunder by City or Licensor shall not be deemed to be a waiver of any preceding or subsequent breach hereunder-. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof Section 14. Counterparts. This License may be sided in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument. Section 15. Notice. Any notice required or permitted to be given hereunder shall be in writing and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be either: (a) personally delivered to the Party to whom it is to be sent, or (b) sent via overnight courier services, or (cy sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing: To City: City of Palm Springs 3200 Bast Tahquitz Canyon Way Palm Springs, California 92262 Attn: City Cleric To Licensor: Pahn Springs, LLC 2415 Campus Drive, Suite 140 Irvine, California 92612 Attn: Lawrence Rael Section 16. Effective Date. The effective date of this License shall be October 7, 2009. SIGNATURES ON FOLLOWING PAGE 1031/015193-0001 1037466,01 09/30/09 -4- IN WITNESS WHEREOF, the Parties hereto have executed this License as of the Effective Date. CITY OF PALM SPRINGS PALM SPRINGS, LLC Ba�s'� y: ✓� By: David H. Ready, Lawrence Rae] City Manager DY A�a� ATTEST: APPROVED BY CITY COUNCIL 2jG awes Thompson, City Cleri: t����rz ,r APPROVED AS TO FORM: 6Dou l ss Holland, City Attorney 1032/025193-ODOI 1037466 01 09/30/09 -5- EXHIBIT "A" Legal Description Lots 1, 2, 3, 4 and the Northerly 25 Feet of the westerly 145.5 feet of Lot 5, Block 24, Map of Palm Springs, in the County of Riverside, State of California, as shown by map on file in Book 9, Page 432, of Maps, records of San Diego County*, California. APNs: 513-081-002, 003, 004, 005, 006, and 023 *Legal Description from VTTM needs to be ventied. EXHIBIT "B". See Attached Site Plan 1032/0651l 1037466.01 4;�(19/39/,lp/0'1 -6 1?k - , 1 It £ NORTH INDIAN CANYON DRIVE , ----------------'�---�----%-`------ XEi IW[F AL lM 16n!il1� I': —~ `_ _ _. � ._ - J •H.iM'.-IFASY 1 9L•F Tl3 lY{i.4Jx tlT I+ YIvILL J• So fT.PJWVE % �y MA 1/2 YltE I'NIYO'.E[ire ILO DLru} \ y I x-1/2 x rx..we ire U,[xccr c] rx F!m]afu smiTp T.W v r ]•I.k - iis+c ccxnY ` I `�._._._,- �. 9i,�\ �`\ � f � t P.+xlmc IrJ [ 'rr I;I _ __ \ ��. 1�1 f'• ( i% `r i 11 f�11rP ! ! Il \ I in LEmIq 1 O 4� �\ � \ T1lrr r f ✓r�� r/ '11,i 1 ri' 1 tnvnnc ' I j1 ! f I feP u aExi[ ! — nexlus E�wuen [N PlAC1O _ ' '� � '�� �,�{r f �� ! / 1 � i � I ? 1•I � � I � N lAFA '� I 1 • Iln r \\ "�. 1 L [ ! t 1 I .. oa,.uxowwsm m-.ac L' 1 oar.w+e mlc,= F _ _ f ' u rr to.3-4•' . I + m �-� v`• � 1., 1 _�� ncercrc uxc �� 1.[�fe M£x/mL4—; \^- �• I\ 1 `l 1 rrry,P� oar.mroun Fl1L V �1I' 1i' PI , 161i'ENrd!T ,\ SPA —Mlr C¢4IJ.M 1 � � y •\•�(fa PCT'W \e mu �I ns.rug ma I �-fI I "� -•- I I S \ ees¢wa i \ I_ _ - i e�wwe Exslal f n.P Ji : ' s' v syswz 1 1 ":` -wr �� x >vx-mac r.�s as,�c uxr rc�rawxm w T —' �= CF l'vrtTR'ArN f[L1Y fA1 A4 MEFi'm. MOOR ( PALM' CANON DRIVE •\ � t cartc¢scw m cvu m a�x aulo 'nw nw�a stxl tt ex�an rw uroeos 1. I e IXNI.WxRI m w.'•^-"+�*S T11M ufr d'.!i¢1 1 [Ina. wntl FMN Nrt al SRK'LC mf iM 5•L4rrN vJls h+9 lOTrl- Ifl Cx? To1 FfsE 1-[00 22x-seoa •..o1+b• _' CM OF PALL{ SPRINGS• CAI.V'ORHG � I i4 �'�: i �[ L-t GIs �� � p05iHTarifi iE4PdiPRY PARiCLYC LOi _. e�a