HomeMy WebLinkAboutA5749 - THE REGENTS OF THE UNIVERSITY OF CA OF THE RIVERSIDE CAMPUS LICENSE AGR LICENSE AGREEMENT
THE REGENTS AS LICENSEE y�
THIS AGREEMENT is dated S G9 , 200$ '("Effective bate"), by and
between the COMMUNITY REDEVLOPMENTQ AGENCY OF THE CITY OF PALM SPRINGS, a
municipal corporation (referred to variously as "Agency" or "Licensor'), and THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, a California corporation on behalf of the Riverside campus
("Licensee").
RECITALS
WHEREAS,Licensee seeks to acquire the right to enter upon Licensor's property known as the
Palm Springs Visitor Center parking lot located at 2901 N. Palm Canyon Drive(the "Premises"), as
shown on the attached Exhibit"A",which is incorporated by reference, for the purpose specified in
Section 1 below-
NOW, THEREFORE, intending to be legally band,the parties agree as follows:
1. USE ACRE'EMENT SUMMARY- Certain fundamental Agreement provisions are
presented in this Section and represent the agreement of the parties hereto, subject to further definition
and elaboration in the respective referenced Sections and elsewhere in this Agreement. In the event of
any conflict between any Fundamental Agreement provision and the balance of this Agreement, the latter
shall control. References to specific Sections are for convenience only and designate some of the
Sections where references to the particular fundamental lease provisions may appear. Licensor hereby
grants to Licensee, and to its agents and contractors, a non-exclusive License to enter upon and use the
Premises and the right of ingress and egress to and from the Premises, subject to the terms and conditions
herein,for the purpose of parking for Licensee's Patin Springs-to-UCR Vanpool Program. ("License").
1.1 Facility. The "Facility" shall refer to that certain real property located in the City
of Palm Springs, County of Riverside, State of California, as depicted on the Plot Plan attached as Exhibit
"A" hereof and identified as the Palm Springs Visitor Center parking lot located at 2901 N. Palm Canyon
Drive (the "Premises"), Palm Springs, CA.
2. Tenn. This License shall commence upon the Effective Date and shall continue for a
one-year period ("Terin"). Upon the expiration of the initial Teri, this License Agreement shall
automatically renew for successive periods of one (1) year (each bying a "Renewal Term") unless either
party hereto provides written notice to the other of their intent to terminate this License at least sixty(60)
days prior to the expiration of the then existing Tenn (or Renewal Term). Notwithstanding the forgoing,
either party may terminate this License Agreement at any time by giving sixty (60) days' written notice to
the other party.
J. Consideration. This License is granted in consideration of the foregoing recitals and the
mutual covenants contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
RESG Lie-2011Rev 10/01
4. Conditions Applicable to License. This License is subject to all existing covenants,
conditions, reservations, contracts, leases, licenses, easements, encumbrances, restrictions and rights of
way of record and to such other matters concerning use of the Premises as are within the actual
knowledge of Licensee-
5- Assi_nment. This License is personal to Licensee. Any attempt to transfer or assign this
License shall terminate it.
6. Permits. Licensee shall be responsible for securing any required approvals, permits and
authorizations from any federal, state or local agencies.
7. No Interference. Licensee shall not unreasonably interfere with the normal operation and
activities of Licensor, and Licensee shall use ordinary care in its activities on the Premises to minimize
damage to the Premises and inconvenience to Licensor, its agents, employees and invitees.
8. Repair and Restoration. If Licensee, its agents or contractors cause any damage to the
Premises, or to Licensor's roads, infrastructure or other property and improvements (collectively
"Property") in connection with the exercise of this License, Licensee shall repair and restore the Premises
and Property to their original condition prior to Licensee's use of this License. Licensee shall perform the
repair and restoration required hereunder prior to the expiration of this License, or within ten (10) days of
its earlier termination. In the event that repair and restoration is performed following the termination of
this License, the Licensee's indemnity and Insurance obligations in Sections 13 and 14 shall continue
until repair and restoration is completed as provided herein.
9. Breach and Cure. In the event that Licensee breaches any of its obligations under this
License, Licensor shall send Licensee a written notice specifying the nature of such breach. Licensee
shall have ten (10) days from the receipt of such notice to cure such breach. If more time is reasonably
required for Licensee's performance, then Licensee shall commence performance within such ten(10) day
period and, thereafter, diligently proceed to completion. If Licensee fails to cure or to commence cure
within such ten (10) day period, then Licensor shall have the right to terminate this License immediately
by serving Licensee with written notice of termination. Licensor shall have all rights and remedies
available under California law including, but not limited to, actions for damages and specific
performance, for any breach of Licensee's obligations hereunder.
10, Alteration in Writing. This License supersedes any and all prior understandings and
agreements, whether written or oral, between the parties with respect to the subject matter of this License.
No alteration or variation of this License shall be valid unless made,in writing and signed by Licensor and
Licensee.
11. Notice. Any notice to any party provided for or pursuant to this Agreement shall be
given by: personal delivery; certified or registered mail (return receipt requested and postage prepaid);
nationally recognized overnight courier service such as Federal Express, UPS or United States Postal
RESG Lie-2011Rev 10101 2
Service (freight or postage prepaid); or transmission via facsimile, with confirmation copy of the notice
sent by certified or registered mail (return receipt requested and postage prepaid), and transmission
confirmation retained by the sender, and shall be delivered to the receiving party at the address stated
below, or at such other address as such party may designate by written notice to the other party from time
to time in accordance with the provisions of this Scetion. Any notice that is personally delivered shall be
deemed delivered upon receipt. Any notice that is delivered by certified or registered mail shall be
deemed delivered four (4) business days after the postmark. Any notice that is delivered by overnight
delivery shall be deemed delivered upon receipt as confirmed by the overnight courier service, Any
notice that is transmitted via facsimile prior to 4:00 pm PST shall be deemed delivered on that business
day, and if transmitted after 4:00 pm PST or on a federal or state holiday or weekend shall be deemed
delivered as of the nest business day. Any notice required hereunder shall be in writing and shall be
addressed as follows:
Licensor- Community Redevelopment Agency
City of Palm Springs
David H. Ready, Esq., Ph.D., Executive Director
3200 Cast Tahquitc Canyon Way
Palm Springs, CA 92264
With a copy to: Douglas C. Holland,
Woodruff, Spradlin & Smart
555 Anton Boulevard, Suite 1200
Costa Mesa, CA 92626
Licensee: University of California, Riverside
Real Estatc Services
900 University Avenue
326 Surge Building
Riverside, CA 92521
(951) 827-5263
(951) 827-3299 (Pax)
with a copy to: University of California,Riverside
Transportation and Parking Services
683 Linden Street
Riverside, CA 92521-0138
(951) 827-4395
11.1 Time of Essence. Time is expressly deemed to be of the essence of this
Agreement and each and every provision hereof.
11.2 Integration. All Recital paragraphs and all Exhibits to this Agreement shall be
and arc hereby made a part of this Agreement. This Agreement (including all Recitals herein, Exhibits
hereto, and documents incorporated herein by reference) contains the entire agreement between the
parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous oral
RESG Lic-201/Rev 10101 3
or written agreements. Any oral representations or modifications concerning this Agreement shall be of
no force and effect excepting a subsequent modification in writing signed by each party.
11.0 Amendment. This Agreement may not be amended or modified in any manner
without the express written agreement of both parties, and no oral understanding or agreement not
incorporated herein shall be binding on either party hereto.
11 A Governing Law. This Agreement, and the rights and obligations of the parties
under this Agreement, shall be interpreted and enforced in accordance with the laws of the State of
California.
11.5 Further Assurances. Each party agrees to timely execute and deliver such other
documents and perform such other acts as may be necessary to effectuate the purposes of this Agreement.
11.6 'Waiver. The waiver by Licensor or Licensee of any term, covenant or condition
herein contained shall not be deemed to be a waiver of any other'terin, covenant or condition, nor shall
either party's consent to any breach of any term, covenant or condition be deemed to constitute or imply
its consent to any subsequent breach of the same or other term, covenant or condition herein contained.
11.7 Headings. The section headings herein are for convenience of reference only
and shall in no way define, increase, limit or describe the scope or intent of any provision of this
Agreement.
11.8 Attorneys' Fees. in the event of any litigation or any legal proceedings
(including, without limitation, appeals, arbitrations or other alternative dispute mechanisms, and
bankruptcy proceedings) between any of the parties arising out of or relating to this Agreement or the
alleged breach thereof, or the transactions(s) underlying this Agreement, or to interpret or enforce this
Agreement, or should this Agreement be the basis for any defense in any action brought by any parry to
this Agreement,then the prevailing party shall be entitled to its reasonable costs and attorneys' fees.
11. 9 Binding Effect. Subject to any provision hereof restricting assignment or
subletting by Licensor or Licensee, this License shall bind the parties, their personal representatives,
successors,and assigns.
1 I.10 Severability. In the event that any provision of this Agreement shall be hold to
be invalid or unenforceable, such invalidity or uneuforceability shall not affect in any respect whatsoever
the validity or enforceability of the remainder of this Ab eement.
11.11 No Partners. Nothing contained in this Agreement shall be deemed to constitute
the parties as partners or joint venturers.
11.12 Representation of Parties by Independent Legal Counsel. fn the drafting of
this Agreement, each party has been represented by its own counsel.
RESG Lic-201/Rev 10l01 4
11.13 Authorized Signatory. Each person signing this Agreement on behalf of an
entity warrants that he or she has the authority to sign on behalf of said entity and, if requested, shall
deliver a resolution or other written authorization evidencing such authority and consent by the
partnership,corporation or limited liability company to be bound by this Agreement.
11.14 Counterparts/Facsimiles. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
This Agreement will be considered executed and legally binding when the signature of a party is
delivered by facsimile transmission. Such facsimile signature shall be treated in all respects as having the
same effect as an original signature.
11.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of
the parties to this Agreement and their respective successors and assigns, and no other person or entity
shall have or acquire any right by virtue of this Agreement.
12. S�,ns. Licensee shall not place or permit to be placed any sign that is not approved in
advance in writing by the Licensor, or that is not in compliance with the sign ordinance of the City of
Palm Springs, upon the exterior of the existing structure. Any sign not constructed in accordance
therewith shall be immediately removed by Licensee and, if said sign is not removed by Licensee within
ten (10) days of written notice from Licensor to Licensee, then Licensor may remove and destroy said
sign without Licensee's approval and without any liability to Licensor.
13. indemnification of Licensor. Licensee, as a material part of the consideration to be
rendered to Licensor under this License, hereby waives all claims against Licensor for damage to
equipment or other personal property, trade fixtures, licensed improvements, goods, wares, inventory
and merchandise, in, or upon the Premises and for injuries to persons in or upon the Premises, from any
cause arising at any time, but only in proportion to and to the extent such liability, loss, expense,
attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional
acts or omissions of Licensee, its officers, agents, or employees Licensee agrees to indemnify the
Licensor, its officers, agents and employees against, and will hold and save them and each of them
harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities")that may be asserted
or claimed by any person, firm or entity arising out of or in connection with the negligent performance
of the work, operations or activities of Licensee, its agents, employees, subcontractors, or invitees,
provided for herein, or arising from the use of the Premises or the parking and common areas by
Licensee or its employees and customers, or arising fi•om the negligent acts or omissions of Licensee
hereunder, or arising from Licensee's negligent performance of or failure to perform any terns,
provision, covenant or condition of this License, but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the
negligent or intentional acts or omissions of Licensee, its officers, agents, or employees.
RESG Uc-201/Rev 10101 5
14. Insurance_
14.1 Licensoe's Insurance. Licensor, at its sole cost and expense, shall insure its activities in
connection with this License and obtain,kecp in force,and maintain insurance as follows:
A. Commercial Form General Liability Insurance (contractual liability included) with
minimum limits as follows:
I.Each Occurrence $1,000,000
2.Products/Completed Operations Aggregate 5110001000
3.Personal and Advertising injury$1,000,000
4-General Aggregate 51,000,000
If the above insurance is written on a claims-made form; it shall continue for three (3) years
following termination of this License. The insurance shall have a retroactive date of placement
prior to or coinciding with the commencement of the Tenn of this License.
B_ Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired
automobiles with a combined single of not less than One Million dollars ($1,000,000) per
occurrence.
C. Property Insurance, Fire and Extended Coverage Form in an amount equal to one hundred
percent (100%) of the full replacement value of the building in which the Premises are
located to conform with then current codes and the costs of demolition and debris removal,
excluding land and the footings, foundations and installations below the basement level.
D. Workers' Compensation as required by California law.
The coverages required herein shall not limit the liability of Licensor.
The coverages referred to under A. and B. of this Section 14.1 shall include Licensee as an
additional insured. Such a provision shall apply only in proportion to and to the extent of
the negligent acts or omissions of Licensor, its officers, agents, partners and employees.
Licensor, upon the execution of this License, shall furnish Licensee with certificates of
insurance evidencing compliance with all requirements. Certificates shall provide for thirty
(30) days (ten [10] days for non-payment of premium) advance written notice to Licensee
of any material modification, change or cancellation of the above insurance coverages.
142 Licensee's Insurance. Licensee, at its sole cost and expense, shall insure its activities in
connection with this License and obtain,keep in force and maintain insurance as follows:
A. General Liability Self-insurance Program (contractual liability included) with minimum
limits as follows:
1.Each Occurrence $1,000,000
2.Products/Completed Operations Aggregate $1,000,000
3.Personal and Advertising injury $1,000,000
4.General Aggregate $1,000,000
B. Business Automobile Liability Self-Insurance Program for owned, scheduled, non-owned,
or hired automobiles with a combined single limit of not less than One Million Dollars
($1,000,000) per occurrence.
RESG Lic-201/Rev 10101 6
C. Property, Fire and Extended Coverage Self insurance Program in an amount sufficient to
reimburse Licensee for all of its equipment, trade fixtures, inventory, fixtures and other personal
property located on or in the Premises including improvements hereinafter constructed or
installed.
D. Workers'Compensation as required under California State law.
The coverages required under this Section 142.A, B and C shall not limit the liability of
Licensee.
The coverages referred to under this Section 14.2.A and 13 shall include Licensor as an additional
insured. Such a provision shall apply only in proportion to and to the extent of the negligent acts
or omissions of Licensee, its officers, employees, and agents. Licensee upon the execution of this
License shall furnish Licensor with certificates of insurance evidencing compliance with all
requirements. Certificates shall provide for thirty (30) days advance written notice to Licensor of
any material modification, change or cancellation of the above insurance coverages.
14.3 Waiver of Subrogation. Licensee and Licensor hereby waive any right of recovery
against the other as a result of loss or damage to the property of either Licensee or Licensor when such
loss or damage wises out of an Act of God or any of the property perils insurable under extended
coverage, whether or not such peril has been insured, self-insured, or non-insured.
SIGNATURES ON NEXT PAGE
RESG Uc,201/Rev 10/01 7
IN WITNESS WHEREOF, the parties have executed this License Agreement the day and year first
above written.
LICENSEE:
THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA
\ 4
By:
Gretchen S. Bolar
Its: Vice Chancellor of Academic Planning &Budget
LICENSOR:
ATTEST: Community Redevelopment Agency
Of the City of P,olm Springs, a
California Charter City
•i.3mes Thompson[i 12C� Z4ypc f Executive lltrecto
1/v OVED AS TO FO DROoAI~MD D REVIE D
Doug , . Holland ohn S. Raymond, Director
City Attorney l) Communay and Economic Development
RESG Lie-201/Rev 10/01 8
Exhibit "A"
Map of the Amended Tease Area
EXHIBIT"A"
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RESG Lic-2011Rev 10/01 9
Exhibit "A-I"
Legal Description of Amended1ease Area
LEASED PROPERTY DESCRIPTION OF
PARKING AND LANDSCAPING AREA
FOR CITY OF PALM SPRINGS VISITORS
CENTER
LEGAL DESCRIPTION:
THAT PORTION OF PARCEL 1 OF PARCEL MAP 23130 RECORDED IN MAP BOOK 181, PAGES 50
THROUGH 53, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SECTION 3, TOWNSHIP 4 SOUTH, RANGE 4
EAST;THENCE N89D43'41"E,ALONG THE NORTHERLY LINE OF SAID SECTION A DISTANCE OF
1245.85' FEET;THENCE S38D33'19"E A DISTANCE OF 21.1 V FEET TO THE POINT OF BEGINNING_
THENCE S38033'19"E,A DISTANCE OF 151.76'FEET;
THENCE N51026'41"E, A DISTANCE OF 10,00' FEET;
THENCE S38'33'19"E, A DISTANCE OF 176.95' FEET;
THENCE S51D27'15"W, A DISTANCE OF 211.00'FEET;
THENCE S38`32'45"E, A DISTANCE OF 220.00' FEET;
THENCE S51026'41"W, A DISTANCE OF 190.00'FEET;
THENCE N38523'33"W,A DISTANCE OF 220.00' FEET;
THENCE N14017'04"E,A DISTANCE OF 389.50' FEET;
THENCE N38D33'19"W, A DISTANCE OF 93.40'FEET;
THENCE N51 D2G'41"E,A DISTANCE OF 80' FEET TO THE TRUE POINT OF BEGINNING.
RESG Uco-201/Rev 10101 10