HomeMy WebLinkAbout00362C - MONTE VISTA HOTEL MOSCATEL REVOCABLE LICENSE 414 NPC • • Harry Moscatel
Revocable Temp License Agr
CRA
REVOCABLE TEMPORARY LICENSE AGREEMEl AGREEMENT #362C
Exec Dir Signed, 11-15-95
THIS REVOCABLE TEMPORARY LICENSE AGREEMENT (this "Agreement" )
is executed this /5' day of November, 1995 , by and between THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
CALIFORNIA, a public body, corporate and politic ( "Licensor") and
HARRY MOSCATEL ( "Licensee") .
R E C I T A L
A. Licensee is contemplating purchasing the Monte 'Vista
Hotel owned by Licensor located at 414 North Palm Canyon Drive,
Palm Springs, California which is improved with a thirty-three (33)
unit motel with five (5) retail spaces (the "Property") .
B. Licensee desires to enter the Property to perform an
investigation and due diligence to determine if Licensee wishes to
purchase the Property,
C. Licensor desires to grant a revocable license to Licensee
for the limited purpose of performing a due diligence investigation
on the terms and conditions set forth below.
AGREEMENT-
NOW, THEREFORE, the parties hereto agree as follows :
1 . Right to Enter Property. Subject to the terms of this
Agreement, the Licensee and its employees, consultants,
contractors, representatives and agents may, during the period from
November 13 , 1995 through December 4, 1995, enter the Property
solely for the purposes of examining, inspecting and surveying the
Property and the improvements located thereon and performing
engineering, environmental, architectural, conventional non-
environmental soils tests or studies (after notice to Licensor as
set forth below) , and such other purposes as Licensor may expressly
authorize in writing from time to time. Any work performed for or
by Licensee shall be at the sale cast and expense of Licensee.
2 . Conduct of Work.
(a) Licensee Shall notify Licensor prior to each entry
on the Property of the date and purpose of the entry and
provide to Licensor the names and affiliations of the persons
entering the Property. Licensee covenants and agrees that its
employees, inspectors, consultants, engineers, architects,
surveyors, environmental consultants, contractors and other
agents and their respective employees, agents, and
subcontractors shall carry out their work in such a manner as
to cause as little disturbance as reasonably practicable to
the Property, the improvements, the guests and the employees
of the Monte Vista hotel . In no event shall Licensee or any
FQAM014084-000 M71095.2 a71/7U195
of its employees, consultants, agents, contractors or
representatives , enter any area of the Monte Vista hotel other
than the common areas without first obtaining the prior
approval from the on-site hotel. manager.
(b) No intrusive testing shall be performed on the
Property or on any of the improvements without the prior
written consent of Licensor. Licensor shall not unreasonably
withhold its consent to such intrusive testing provided that
Licensee demonstrates to Licensor' s reasonable satisfaction
the need for such intrusive testing. Licensee shall not
directly or indirectly perform any drilling, grading,
excavation or trenching on the Property or the improvements .
Licensee shall not alter, damage or commit any kind of waste
upon the Property or any improvement, equipment or personal
property located thereon.
3 . Government Regulations. Licensee shall obtain at its
sole cost and expense all governmental permits and authorizations
required by any governmental agencies for the performance of
Licensee' s investigative work on the Property. While on the
Property, Licensee will comply with, and cause all its employees,
consultants, contractors, agents and representatives on the
Property, to comply with all applicable laws and governmental
regulations. All persons who enter upon the Property pursuant to
this License shall do so at their own risk, and shall comply with
any and all reasonable instructions and directions from the
Licensor.
4 . No Construction. No structure or improvements of any
kind shall be erected on the Property, and no subsurface
investigations (other than conventional non-environmental soils,
subsoils, drainage or other engineering tests) shall be undertaken
on the Property, by Licensee, or any person or entity acting for or
on behalf of Licensee, without the prior written permission of the
Licensor. Upon completion of, or suspension of activity, on the-
Property by Licensee, any soil test boring made or caused by
Licensee and/or any openings caused or resulting therefrom shall be
back- filled and sealed in accordance with applicable law, and any
disturbed ground shall be leveled, compacted and otherwise restored
to its prior condition.
5 . Indemnification gf Licensor and Right to Curg_LLMg. As
part of the consideration for this License, Licensee hereby agrees
to defend, indemnify and hold harmless Licensor, its employees,
officers, agents, and representatives and, the Property (including
the improvements thereon) from and against all loss, liability,
expenses, damages, costs and reasonable attorney' s fees that
Licensor and, its employees, officers, agents, or representatives
may at any time incur by reason of :
(a) any liens, claims, demands, actions or suits arising
from any work performed or materials supplied to or for
Licensee by any of the persons set forth in Paragraphs 1 and
V824871014094 000512171095.2 a]1110195 -2 -
2 above, or Wich may arise because 41 any other work
performed by or for Licensee in connection with the Property
and/or this Agreement;
(b) any claims, actions, or suits against Licensor
brought by third parties, including but not limited to the
County of Riverside and/or State of Calitornia, or any other
governmental entity having jurisdiction over Licensor or the
Property, for. .failure of Licensee or any of the persons set
forth in Paragraphs 1 and 2 above to perform the investigative
work under this Agreement in accordance with applicable
ordinances, laws and regulations;
(c) any loss or theft of any property placed or stored
by Licensee or any of the persons described in Paragraphs 1
and 2 above, on or about the Property; and
(d) any claims of any person for beadily injuries or any
claims for property damage by reason of the work or activities
conducted on the Property (including the improvements thereon)
by Licensee, or any of the persons described in Paragraphs 1
and 2 above,
In addition to and not in limitation of Licensor's other
rights and remedies under this Agreement, should Licensee fail
within ten (10) business days of receipt by Licensee of a written
request from Licensor to pay or otherwise discharge any lien or
claim of lien arising out of the use by Licensee or any of the
persons described in Paragraphs 1, and 2 above on the Property,
Licensor may, at its option, pay any such lien or claim of lien,
and the amount paid by the Licensor to discharge such lien or claim
or lien shall be paid to Licensor by Licensee upon written demand,
together with interest thereon at the rate of ten percent (10%,) per
annum, from the date paid until repaid, and any default either in
such initial failure to pay or subsequent repayment to Licensor
shall constitute a breach under this Agreement.
6 . Liabdlity Insurance Coverage. Licensee at its sole cost
and expense, shall obtain prior to entering onto the Property
and/or commencing any work described in Paragraphs 1 and 2 of this
Agreement, and shall maintain or cause to be maintained during the
period of such work or activities, the following insurance;
(a) Comprehensive general liability insurance, including
but not limited to, owned and non-owned vehicle liability,
personal injury, blanket contractual, broad form property
damage and product/completed operations liability coverage
covering any and all liability of Licensee and Licensor with
respect to or arising out of any work to be performed by or
for Licensee (as more particularly set forth in Paragraphs 1
and 2 of this Agreement) ; said insurance to have limits of not
less than $2, 000 , 000 combined single limit per occurrence for
bodily injury, personal injury and property damage liability.
P82\4MO14084-0006\2111095,2 41111019$ -3-
(b) Licetee and all persons performing work for or on
behalf of Licensee, including but not limited to, its
engineers, surveyors, consultants, contractors or
subcontractors, shall at Licensee' s or their own cost and
expense, procure and maintain during the performance of the
said work a policy of workers' compensation insurance and
employer's liability insurance in an amount not less than
$1, 000, 000 for the protection of any employees engaged in any
work described in Paragraphs 1 and 2 of this Agreement.
(c) The certificates or other written confirmation
satisfactory to Licensor of said insurance required pursuant
to Paragraphs 6 (a) and 6 (b) shall be delivered to Licensor at
least one (1) business day prior to any entry on the Property
by Licensee, its agents, employees, consultants, contractors
or subcontractors and such insurance shall : (1) provide that
coverage shall not be revised, cancelled or reduced until at
least 30 days written notice of such revision, cancellation or
reduction shall have been given to Licensor; (2) be issued by
insurance companies which are qualified to do business in
California and which have a current rating of A-VI in Best' s
Rating Guide; (3) be endorsed. "Premium Paid" and (4) be
satisfactory to Licensor in all other reasonable respects.
The comprehensive general liability insurance to be maintained
by Licensee pursuant to this Paragraph 6 shall name Licensor as an
additional insured and shall contain no provisions affecting any
rights which Licensor would have as a claimant if not so named as
an insured.
7. 'Termination. Upon termination of this License, Licensee
shall restore the Property to its original state and remove all
equipment and personal property therefrom not belonging to Licensor
and leave the Property in a clean and safe condition. n
representative of Licensor shall verify the condition of the
Property prior to the departure of Licensee' s employees,
contractors, agents, and representatives .
8 . property Docc,jlments. During the term of this License,
Licensor shall make available to Licensee at its principal place of
business or the Property true and correct copies of such books,
records and other documentation in Licensor' s possession or control
relating to the Property as Licensee may reasonably request.
Licensee shall be entitled to make copies of such books, records
and other documents at its expense. If Licensee does not
ultimately acquire the Property, all said documents shall be
returned promptly to Licensor.
9 . Good Faith„ Negotiati . Licensor and Licensee agree,
during the term of this Agreement, to negotiate in good faith a
disposition and development agreement to be entered into by
Licensor and Licensee with respect to the sale of the Property.
Nothing herein shall be deemed a covenant, promise or commitment by
the Licensor to enter into a disposition and development agreement
BS2\4871014084-0006\2171095.2 A11110195 -4-
with Licensee under any particular terms or conditions .
nditions . This
section is merely an agreement by Licensor to enter into a period
of negotiations according to the concepts described herein,
reserving final discretion and approval to the Licensor' s board.
Licensee understands that Licensor may not, under applicable law,
enter into a disposition and development agreement or any other
agreement- to dispose of the Property without complying with the
terms and provisions of California IIealth and Safety Code 9 33433 ,
which requires, among other things, that the disposition and
development agreement be on file with the Secretary of Licensor for
a prescribed period of time, notice of intent to sell the Property
must be published in a newspaper of general circulation and that
the sale be approved at a public hearing of the Board of Licensor.
Accordingly, the terms of the disposition and development agreement
must be negotiated and agreed to well in advance of the public
hearing to be held by the Hoard of Licensor.
10 . Sole A reement . This Agreement contains the entire
understanding between the parties as to the specific subject matter
hereof and supersedes any prior understandings and/or written or
oral agreements between them respecting the within subject matter.
There are rio representations, agreements, arrangements or
understandings, oral or written, between and among the parties
hereto, relating to the subject matter of this Agreement, which are
not fully expressed herein.
11 . Assignment , Licensee may not assign this Agreement, or
any right under it, whether voluntarily or by operation of law, to
an affiliate or any third party without the prior written consent
of Licensor, which consent may be withheld in Licensor' s sole and
absolute discretion, As a condition precedent to any assignment
the assignee must execute an assumption agreement assuming all of
the obligations under this Agreement. Licensee shall not be
relieved of its obligations under this Agreement in the event of an
assignment ,
12 . No RLcordation. Licensee covenants and agrees with
Licensor that Licensee shall not record this Agreement, any
memorandum of this Agreement or assignment of this Agreement.
Licensee agrees that, in the event this covenant is breached, in
addition to any other damages sustained by Licensor, Licensee will
be responsible for any costs or expenses, including but not limited
to Licensor' s reasonable attorneys' fees, incurred in connection
with the clearing of any such cloud on title. The provisions of
this paragraph will survive the termination of this License ,
13 . Notices. Any notice to either the parties hereto
required or desired under the provisions and conditions of this
instrument shall be given in writing by certified, mail or
registered mail addressed to the party for whom intended at the
following addresses :
vsaMM14084-000612171095.2 •100/9.4 — ..
To Licensor: Ohe Community RedevelopmenfRAgency of
the City of Palm Springs, California
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
.Attention: Executive Director
WiLh a copy to: Rutan & Tucker
611 Anton Blvd. , Suite 1400
Costa Mesa., California 92626
Attention: Patrick A. McCalla, Esq.
To Licensee: Harry Moscatel
2550 La Condessa
Palm Springs, CA 92262
Licensee acknowledges that Licensor has the right to post non-
responsibility signs regarding workman Is and materialman I s liens on
the Property.
14 . Severability. In the event that any provisions of this
Agreement shall be held to be invalid, the same shall not affect in
dny respect whatsoever the validity of the remainder of this
Agreement.
15 . Binding on Successors . Subject to the provisions of
paragraph 10, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
16 . Choice of Law. This Agreement shall be governed and
construed in accordance with the laws of the State of California.
17 . Attnz.neys PQes , in the event of any dispute between the
parties hereto arising out of the terms of this Agreement the
prevailing party in such dispute shall be entitled to recover from
the other all costs and expenses, including reasonable attorneys'
Lees and court costs incurred by the prevailing party in any such
dispute (whether or not such dispute is prosecuted to a final
judgment or other final determination) together with all costs of
enforcement and/or collection of any judgment.
18 . Confidentiality. All test results, analyses and other
information obtained as a result of any work performed by Licensee
hereunder and all books, records and other documents made available
to Licensee hereunder shall be held strictly confidential as the
secret, proprietary and attorney-client privileged information of
Licensor. Without limiting the generality of the foregoing,
Licensee shall not report or otherwise divulge the fact of the
occurrence, existence or results of any inspection, examination,
sampling, analysis or tests conducted on or with respect to the
Property or any portion thereof or any sample or other substance or
material taken therefrom or the contents of such books, records and
other documents made available to Licensee hereunder to any person
or entity, including without limitation to any governmental agency,
F8214871014084-000612171093,2 n11/10195 - -
without the prior written consent of Lic or. Upon the
preparation of an reports or written mawrial summarizing
inspections or the portion thereof performed by Licensee hereunder,
Licensee shall promptly provide a true and correct copy of the same
to Licensor marked "Privileged and Confidential . Upon the
termination of this Agreement, all such reports and copies thereof
shall be promptly returned to Licensor.
19 . Release . Licensee hereby releases and forever discharges
Licensor from and against any and all Claims, demands , actions and
causes of action whatsoever which Licensee and/or any of the
persons described in Paragraphs 1 or 2 above may have or may
hereafter have specifically arising in any way out of the exercise
by Licensee of the rights afforded by this Agreement, including
without limitation any environmental law. This is a complete and
final release and shall be binding upon Licensee and covers claims
arising out of or connected with Licensee' s presence and/or the use
Of all or any portion of the Property by Licensee and/or any of the
persons described in Paragraphs 1 or 2 above.
20 . Counterparts, This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument .
IN WITNESS WHEREOF, the parties hereto have executed this
instrument as of the day and year first above written.
ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF
THE C PAL NGS, CALTFORNIA,
a p lie body, carp r to and politd.c
BY:
Assistant Secretary Execu ve Direc or
"Licensor"
APPROVED AS TO FORM
RUTAN & TUCKER
David'-JT. Aleshire, /
Agency Counsel ��/
xA�R,y M C�T L
"Licensee"
P4214871"140&4-0(Y)6i62171095,2 al1/r0145 -7- t?36