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HomeMy WebLinkAboutA3266B - MESA INVESTMENTS 1081-1100 SPC CCR 4 Fri Wcc FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: O o THE CITY OF PALM SPRINGS a J 3200 East Tahquitz Canyon Way 9 ¢ � Palm Springs, California 92262 - �s C7 Attn: B - Jp:�Aieshrre- -Esq. U3 / r Mesa Investments & Desert (Fo Prof Bldg Partners Ltd. RE: Pkg 1081-1100 NPC AGREEMENT #3266B DECLARATION OF COVENANTS, CONDIT: CM Signed, 4-8-93 AND RESTRICTIONS ------ — [SHORT FORM] THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Declaration") is made this S - day of April , 1993 by and between MESA INVESTMENTS, a California partnership ("Declarant") and the CITY OF PALM SPRINGS, a municipal corporation ("City") . R E C I T A L S: A. Declarant is the owner of that certain improved real property located at 1081 North Palm Canyon Drive, City of Palm Springs, County of Riverside, State of California more particularly described on Exhibit "A" attached hereto and incorporated herein by reference ("Property") . B. The City has fee or easement interests in various streets, sidewalks and other property within the City and is responsible for the planning and development of land within the City in such a manner as to provide for the health, safety and welfare of the residents of the City. That portion of the City's interest in real property most directly affected by this Agreement is depicted in Exhibit "B" attached hereto and incorporated herein by reference ("Public Parcel") . C. Declarant has entered into a Reciprocal Parking Agreement (the "Agreement") dated December 23 , 1992 with Desert Professional Building Partners, Ltd. ("DPBP") , owner of that certain real property located at 1100 North Palm Canyon Drive, Palm Springs, California (the "Medical Plaza") in order to assure adequate parking availability for all medical uses in the Property and in the Medical Plaza in a manner which is economically feasible. The Agreement is attached hereto as Exhibit "C" and incorporated herein by this reference. D. Declarant and the: City intend that in consideration for the City's approval of that Agreement as being in full EPH32251 satisfaction of the parking requirements for the Property and the Medical Plaza ("City Approval") , the Declarant shall hold, sell, and convey the Property subject to the covenants, conditions, restrictions, and reservations set forth in this Declaration and that the City shall have the right and power to enforce the covenants, conditions, restrictions, and reservations as provided herein. E. Declarant desires to establish and grant certain covenants, conditions and restrictions upon the property for the benefit of the City and its respective successors and assigns for the purpose of enhancing and protecting the value, desirability and attractiveness of the Property. Such covenants, conditions and restrictions shall run to the benefit of the Public Parcel and bind the Property, the Declarant and its successors and assigns. NOW, THEREFORE, the :Declarant declares, covenants and agrees, by and for itself, its heirs, executors and assigns, and all persons claiming under or through it that the Property shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants and restrictions hereinafter set forth. TERMS AND CONDITIONS ARTICLE 1 COVENANTS , CONDITIONS AND RESTRICTIONS 1. 1 Maintenance Agreement. Declarant, for itself and its successors and assigns hereby covenants and agrees to maintain and repair or cause to be maintained and repaired the Property and all related on-site improvements and landscaping thereon, in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and, in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction, at Declarant:'s sole cost and expense. Such maintenance and repair shall include, but not be limited to, the care and replacement of a].1 shrubbery, plantings, and other landscaping in a healthy condition. In addition, Declarant shall be required to maintain the Property in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to Property or improvements within one thousand (1, 000) feet of such portion of the Property. EPH32251 -2- 2'7'7345 1. 2 Compliance With ordinances. 1. 2 . 1 Declarant: shall comply with all ordinances, regulations and standards of the City applicable to the Property. 1.2 . 2 Declarant: shall provide any proposed tenants of any portion of the Property with a copy of this Declaration and shall, prior to entering into any lease agreement, have the proposed tenant execute an affidavit agreeing to comply with the provisions of this Declaration. All lease agreements shall be in writing and shall contain provisions which make compliance with the conditions of this Declaration and the requirements of the City relating to signs, permits and business licenses express covenants of the Lease. 1.2 . 3 Declarant shall comply with all rules and regulations of any assessment district of the City that the Property is subject to. 1. 3 Nondiscrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, nor shall Declarant, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, or any part thereof. 1. 4 Indemnification. Declarant agrees to indemnify the City, 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 acts or omissions of Declarant, its agents, employees, subcontractors, or invitees under the terms of this Declaration. (a) Declarant will defend any action or actions filed in connection with any of said Claims or Liabilities and will pay all costs and expenses, including legal costs and attorneys ' fees incurred in connection therewith; (b) Declarant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such Claims or Liabilities arising out of or in connection with said Claims or Liabilities; and Declarant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; EPH32251 -3- 2'7"1�q5 (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Declarant for such Claims or Liabilities, Declarant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceedings, including but not limited to, legal costs and attorneys ' fees. 1. 5 Satisfaction of Parking Requirement. 1. 5. 1 This Declaration is made pursuant to the terms of the Agreement. The Agreement is expressly incorporated herein by reference as if each and every provision thereof were fully set forth herein. 1. 5.2 Pursuant to the Agreement, Declarant shall make the parking facilities on the Property available for use by the owners and tenants of the Medical Plaza, including their employees, patients, clients, subtenants, agents, contractors, licensees, and invitees. 1. 5. 3 In consideration for Declarant's execution of the Agreement and this Declaration, the City hereby finds that the parking requirements applicable to the Property under the City's planning and zoning regulations have been fully satisfied based on the 100% occupancy of the Property and 100% occupancy of the Medical Plaza for medical office uses. 1. 5.4 In the event that the Declarant proposes to use the Property for any use other than medical office uses ("Modified Uses") , a land use permit for such Modified Uses shall be obtained from the City prior to the occupation of the space for such Modified Uses. The application for the land use permit shall be accompanied by a Parking Survey (as hereinafter defined) conducted during any two weeks of the month preceding the date the application is submitted, and a statement by the Declarant as to a projected plan for mitigating the impact of the Modified Uses on the current parking use of the Property and the Medical Plaza, if necessary. Any parking survey required hereunder shall be conducted over a two week period on a daily basis. The number of vehicles in the parking facilities of the Property and the Medical Plaza shall be counted and recorded at each hour of each day during said two week period. In the event that a land use permit is denied by the City for the modified use, such modified use of the Property shall not occur until such time as the Declarant submits a projected plan ("Parking Mitigation Plan") acceptable to the City, providing for an adequate solution to the parking deficiency. 1. 5. 5 In the event that the City terminates this Declaration, the parking requirements applicable to the Property EPH32251 -4- 2'7734S shall be those parking requirements that would have been applicable to the Property had this Declaration not be executed. 1. 5. 6 The City hereby acknowledges that DPBP has executed a Declaration of Covenants, Conditions and Restrictions dated - April 1 , 199:3 (the "DPBP Declaration") wherein DPBP covenants to make the parking facilities of the Medical Plaza available for use by Declarant and its tenants in the Property, including their employees,, patients and clients. Notwithstanding anything contained herein to the contrary, the parties expressly agree that the term of this Declaration shall be the same as and coterminous with the term of the DPBP Declaration. ARTICLE 2 ENFORCEMENT 2 . 1 Remedies in General. In the event of any violation or threatened violation of any of the terms, covenants, restrictions and conditions contained herein, in addition to the other remedies herein provided, the parties hereto shall have the right (i) to enjoin such violation or threatened violation in a court of competent jurisdiction (ii) to enforce the provisions hereof as a party hereto and as an owner of the Public Parcel, and (iii) to withhold or revoke, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Property or any part thereof or interests therein as to the violating person or one threatening violation. 2 . 2 Failure to Perform; Lien. If any owner of the Property defaults on the performance of any of its obligations hereunder, the City may, at its sole option, and after making reasonable written demand of the owner of the Property that it cure said default, enter onto the Property for the purpose of curing the default. In making an entry, the City shall give reasonable written notice of the time and manner of said entry. In such event, the owner of the Property shall reimburse the City for all reasonable costs and expenses related to the curing of said default. If the City is riot reimbursed for such costs by the owner of the Property within 30 days after giving notice thereof, the amount unpaid shall bear interest thereafter at a rate of ten percent (10%) per annum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorneys fees shall be a lien and charge, with power of sale, upon the Property. The lien provided for in this Section 2 . 4 may be recorded by the City as a Notice of Lien against the Property in the Office of the County Recorder, County of Riverside, signed and acknowledged, which Notice of Lien shall contain a statement of the unpaid amount of costs and expenses. The priority of such lien when so established against the Property shall date from the EPH32251 -5- 2'7'7;345 date such notice is filed of record; provided that, however, said lien shall be subordinate to any bona fide mortgage or deed of trust as provided in Section 3 . 2 below. Such lien shall be for the use and benefit of the person filing the same, and may be enforced and foreclosed in a suit or action brought in any court of competent jurisdiction. Any such lien may be enforced by the City by taking either or .both of the following actions concurrently or separately (and by exercising either of the remedies set forth below shall not prejudice or waive its rights to exercise the remedy) : (i) bring an action at law against the defaulting party personally obligated to pay such lien or (ii) foreclose such lien in accordance with the provisions of Section 2924 of the California Civil Code applicable to the exercise of powers of sale or mortgages and deeds of trust, or any other manner permitted by California law. 2 . 3 No waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Declaration. ARTICLE 3 MORTGAGE PROTECTION 3 . 1 Breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Property or any part thereof or interest therein, whether or not said mortgage or deed of trust is subordinated to this Agreement; but, unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Agreement shall be binding and effective against the holder of any such mortgage or deed of trust and any owner of any of the Property or any part thereof whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. 3 . 2 Any monetary lien provided for herein shall be subordinate to any bona fide mortgage or deed of trust covering an interest in and to the Property and any purchaser at any foreclosure or trustee' sale (as well as any by deed or assignment in lieu of foreclosure or trustee' s sale) under any such mortgage or deed of trust shall take title free from any such monetary lien, but otherwise subject to the provisions hereof; provided that, after the foreclosure, all other EPH32251 -6- 27'7345 assessments provided for herein to the extent they relate to the expenses; incurred subsequent to such foreclosure, shall become a lien upon the Property upon recordation of a notice of claim of lien as herein provided. ARTICLE 4 COVENANTS TO RUN WITH THE LAND 4 . 1 Covenants Running With the Land. This Declaration is designed to create equitable servitudes and covenants appurtenant to the Public Parcel and running with the Property. Declarant hereby declares that all of the Property shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Property and the Public Parcel. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of every portion of the Public Parcel and any interest therein; shall inure to the benefit of the City and its successors and assigns and successors in interest; shall be binding upon Declarant, its successors and assigns and successors in interest; and may be enforced by the City. City and Declarant hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that Declarant' s legal interest in the Property is rendered less Valuable thereby. City and Declarant hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of the City and by furthering the health, safety and welfare of the residents of the City. 4 . 2 Agreement Between Declarant and City. In exchange for granting of the City Approval by City, the Declarant hereby agrees to hold, sell, and convey the Property subject to the covenants, conditions, restrictions and reservations of this Declaration. Declarant also grants to the City the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Declaration against the Declarant and all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns. EPH32251 -7- ARTICLE 5 2177,345 MISCELLANEOUS 5. 1 Term. The covenants, conditions and restrictions contained in this Declaration shall remain in effect for a period of forty (40) years from the date this Declaration was executed; provided that, however, the covenants contained in Section 1. 3 shall remain in effect in perpetuity. At the expiration of said forty (40) year period, the term of this Declaration shall be automatically renewed for successive five (5) year periods, unless one party to this Declaration provides the other party written notice of its intent not to extend the term within one hundred twenty (120) days prior to the expiration of the initial term or any extended term. 5. 2 Modification. Subject to the provisions of Section 1. 5. 4 and Section 1. 5. 6 herein, this Declaration may not be modified, terminated or rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside. In addition, the Agreement shall not be amended, modified or terminated without the prior written consent of the City. 5. 3 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State of California. 5. 4 Severability. The invalidity or unenforceability of any provision of this Declaration with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision where implied to another party or to a different set of circumstances. 5. 5 Notices. Any notice to be given under this Declaration shall be given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, at the following address: City: City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263 Attn: Declarant: Mesa Investments 1199 North Indian Avenue Palm Springs, CA 92262 Attn: James F. Schigur, Managing Partner EPH32251 -8- • 277,345 Any notice delivered personally shall be effective upon i delivery. Any notice given by mail as above provided shall be 1 effective forty-eight (48) hours after deposit in the mails. Any part, may change address for notice by giving written notice of `. such change to the other party. r, 5.6 Attorney's Fees,. In any action between the parties seeking enforcement of any of the terms and provisions of this Declaration, the prevailing party in such action shall be awarded, in addition to any damages, injunctive or other relief, its reasonable costs and expenses, including attorney's fees. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. MESA INVESTMENTS, a California General Partnership By: ' dames F. Schigur, Managing (i General Partner "Declarant" [DECLARANT MUST HAVE SIGNATURE NOTARIZED] ATTEST: CITY OF ALM SPRINGS nicipal corpor do By:(_ , Vim"_ By: City Clerk City ager 11City" (Signature page continued.) EPH32251 -9- ALL-PURPOSE ACKNOWLEDGMENT NO 209 (� State of CAPACITY CLAIMED BY SIGNER (1 r f ❑ INDIVIDUAL(S) County ofe Q �7 ,/ /7 CORPORAT#11`�TLE'S' /Zk`� f�� 4�� -r /+h"i OFFICER(S),'IOn before me, aslin c rrIACrY T10tr uB� I4a ATE/ T NAME,TITLE OF CFFICER-EG,"JANEI!ME,NOTARY PUB C" oaf ❑ PARTNER(s) �) I personally appeared Alt [:I ATTORNEY-IN-FACT NAME(S)OF SIGN S) ❑ TRUSTEES) (•^) n% personally known to me-6R- EfipToved to meeR t#a basis-Gf-satisfactory-evidence ❑ SUBSCRIBING WITNESS 0) to be the person whose named is/6re� fa, rir ❑ GUARDIAN/CONSERVATOR 101 OFFICIAL� ocHyf SEZL ); cabscribed acid ged t the that instrument and ac- r; knowled ed to me that he/sheey xecuted ❑ OTHER: U) INE Othe same In his/he; jDauthorized �! p �^P at by his/her�t6 w Ne Public—California I' ( RIVERSIDE COU[N r" slgnatura))on the instrument the person�T ('p) My Comm ExcroF PED09 tNzE. m orthe entity upon behalf ofwhich the persontR) SIGNER IS REPRESENTING; 0) 'r •v v ¢r•�.y NAME OF PERSON(S`R ITITY(IES #r, acted, executed the instrument. '9 0) Isl Witness my hand and official seal. - i f°i f �7 dr) (PI lit 'yZ � SIG TU'RE6F OTARV 1;1 (i1 � ATTENTION NOTARY:Although the information requested below is OPTIONAL,it could prevent fraudulent attachment of this certificate to unauthorized document (9) l THIS CERTIFICATE Title or Type of Document MUST BE ATTACHEDn }, TO THE DOCUMENT Number of Pages Date of Document f` DESCRIBED AT RIGHT: Signer(s) Other Than Named Above j ©1991 NATIONAL NOTARY ASSOCIATION•6236 Remmet Ave •P O Box 7164•Canoga Park,CA 91304-7194 r i • State of California ) ss. County of Riverside ) On April 9, 1993 , before me, a notary public in and for said State, personally appeared JAMES F. SCHIGUR, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in the capacity indicated at the signature point. WITNESS my hand and official seal. (Seal) Notary Public ? // C} �,. 0MCIALSEAL NEDRAPOPEYOUNG ���;, 4f� Ncuxrrueuc-cALFpN41 RIVENSICECWNTY `-_�,. MyCamm.FipiroAuV,12,1995 NPY36133 APPROVED AS TO FORM: 2'7"7345 RECOMMENDED: RUTAN & TUCKER f� By K By: �Q✓N/� City-- ttorney Dieectbr of Planning & Zoning APPROVED AS TO OWNERSHIP AND LEGAL DESCRIPTION 7 7) EPH32336 -10- �- Exhibit A " The land referred to in this report is situated in the County of Riverside, State of California, and is described as follows: Lot 3 of Merito Vista, in the City of Palm Springs, County of Riverside, State of California, as per map recorded in Book 12, Page 94 of Maps, in the Office of the County Recorder of said County. EXCEPT the East 20.00 feet thereof., EXHIBIT B • Public Parcel 277345 DESERT PROFESSIONAL BUILDING 505-243-003,006 > / > p PARKING SPACES = 224 G z z O UNDERNEATH O>0 UEXISTING BUILDING v a a z z IACHEVAH DRIVE VIA LOLA G PARKING - 20 EXISTING C SPACES BUILDING z J a MESA INVESTMENTS BUILDING 505-261-006 277345, Exhibit C " RECIPROCAL PARKING AGREEMENT This Reciprocal Park i g Agreement ( "Agreement") is entered into as of the a�3=day of �erCt�MBcrR , 1992 by and between MESA INVESTMENTS, a California General Partnership, (the "Mesa Investments") which is the undersigned owner of a medical office building located at 1081 North Palm Canyon Drive, Palm Springs, Calif orina, ("Mesa Building") , and the DESERT PROFESSIONAL BUILDING PARTNERSHIP, LTD, a California Limited Partnership, ("DPBP") , which is the undersigned owner of medical office spaces at the Desert Medical Plaza located at 1100 North Palm Canyon Drive, Palm Springs, California, ("Medical Plaza") . R E C I T A L S A. The Medical Plaza is in a location well suited to medical office uses, and as of the date of execution of this Agreement, is fully occupied with such uses. B. As fully occupied, the Medical Plaza parking facility containing 244 parking spaces, provides adequate parking to satisfy the parking requirements of the City of Palm Springs ("City") for medical office space. C. The Mesa Building is also in a location well suited to medical office uses, and as of the date of execution of this Agreement is occupied at a rate of appproximately 66% with such medical uses. D. Prior to the execution of this Agreement, the Mesa Building has met the parking requirements imposed by the City through a parking mitigation program which utilizes the Mesa Building's 20 spaces combined with 60 spaces leased via a lease dated July 1, 1990 between Mesa Investments and Mary Sorrentino. E. A two year survey of the parking utilization of the Mesa Building and the Medical Plaza shows significant underutilization of the parking facilities available to these facilities. F. Parking management being the responsibility of DPBP and Mesa Investments as the respective owners of the Medical Plaza and the Mesa Building (collectively herein called the "Buildings") , it is the intent of the undersigned to hereby adopt a reciprocal parking agreement which assures adequate parking for all current medical uses and other future uses in the Buildings in a manner which is economically feasible, and to provide notice to all owners, future owners, lessees and future lessees of office spaces in the Buildings of the conditions set forth herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. The uses of the office space in the Buildings shall be limited to those set forth in the City "P" Professional Zone, as EPH29331 2'77345 such term is defined in the Zoning ordinance of the City, including medical uses. 2 . As of the date of execution of this Agreement, and continuing thereafter, the 244 space Medical Plaza parking facility t shall be available for use by the :::_==ing _.� owners and tenants of ��..()) fhe Mesa Building, including their employees, patients and clients, �'L hand the st r�g•j owners and tenants of the Medical Plaza, including f ,J their employees, patients and clients. 3 . As of the date of execution of this Agreement, and ), continuing thereafter, the 20 space Mesa Building parking facility ,shall be available for use by the misting owners and tenants of 4- 1� �the Mesa Building, including their employees, patients and clients, � and the _misting owners and tenants of the Medical Plaza, including their employees, patients and clients. 4 . The reciprocal. use of the parking facilities of the Buildings as required by Section 2 and Section 3 above, is granted for the purpose of fully satisfying the City imposed requirements for parking availability for both of the Buildings based on the respective rate of occupancy of each of the Buildings as of the date of execution of this Agreement. 5. This Agreement is entered into on the basis of the number of tenants leasing space in the Buildings on the date of the execution hereof. In the: event that the number of tenants leasing space in either of the Buildings increases over the number of such tenants leasing space in that building as of the date of execution of this Agreement, the respective owner of that building whose tenant population has so increased shall respond to all City demands and requirements for mitigation of any permanent negative impacts upon parking availability for the Buildings as a result of such an additional tenant: or tenants. 6. The parties , and each of them, shall execute a Declaration of Covenants, Conditions and Restrictions (the "Declarations") , in a form acceptable to the City, making the terms of this Agreement covenants appurtenant to and running with the Medical Plaza property and the Mesa Building property. Subject to Section 10 of this Agreement, the duration of this Agreement shall be the same as, and coterminous with such Declarations. 7 . Any change or amendment of this Reciprocal Parking Agreement shall require the prior written approval of both parties. 8 . The respective owners of each parking facility shall maintain, manage and operate such facility and shall keep such facility in good condition, repair, and clean and free of rubbish and other hazards to users. 9 . Each party to this agreement shall defend, indemnify, and hold the other party harmless from any and all damages or liabilities of whatsoever nature occuring on the indemnifying EPH29331 -2- 2'77345 party's property and arising out of or in connection with this agreement. 10. This Agreement shall terminate and be of no force and effect at such time as the City adopts a revised zoning ordinance under which the parking facilities of each of the Buildings is deemed adequate, independently, for unrestricted medical use, as those facilities exist on the date such revised ordinance is adopted. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above. MESA INVESTMENTS, a California General Partnership By. � �u . /ames F. Schigur Managing General Partner DESERT PROFESSIONAL BUILDING PARTNERS, LTD. , a California limited partnership By: DESERT PROFESSIONAL BUILDING, INC. , a California corporation, its General Partner By: ZQ,aa i� kte David J Waldman, M.D. , Secretary By: VALLEY FAIR MANAGEMENT, INC. , a California corporation, its General Partner By: C�c o;. Fames F. Schigur, President EPH29331 -3-