HomeMy WebLinkAboutPalmero Investments, LLC - 2020-09-21 r City of Huntington Beach
File #: 20-1831 MEETING DATE: 9/21/2020
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Oliver Chi, City Manager
PREPARED BY: Sean Crumby, Director of Public Works
Subject:
Approve and authorize the execution of a License Agreement with Palermo Investments, LLC,
for the 401 Main Street Project
Statement of Issue:
A License Agreement between the City and Palermo Investments, LLC (owner/developer), is
presented for City Council approval and execution for the 401 Main Street Project at the intersection
of Main Street and Orange Avenue.
Financial Impact:
No funding is required for this action.
Recommended Action:
Approve and authorize the Mayor and City Clerk to execute and record the "License Agreement
Between the City of Huntington Beach and Palermo Investments, LLC, to Provide Installation and
Maintenance of Landscaping and Landscaping Improvements in the Public Right-of-Way" for the 401
Main Street Project.
Alternative Action(s):
Do not authorize execution of the License Agreement between the City of Huntington Beach and
Palermo Investments, LLC, with findings for denial, and direct staff accordingly. Absent this
agreement, the City would be responsible for construction and maintenance of the improvements
within the public right-of-way related to the subject project. This alternative action would result in
increased future maintenance costs for the City and will prevent the developer from satisfying the
project's Conditions of Approval.
Analysis:
The 401 Main Street project is a redevelopment project located at the northwest corner of Main
Street and Orange Avenue. The project's development requirements included the construction and
responsibilities for future maintenance of landscaping and hardscape improvements within the public
right-of-way along its street frontages on Main Street and Orange Avenue. To document this
City of Huntington Beach Page 1 of 2 Printed on 9/16/2020
powered LegistarTM
File #: 20-1831 MEETING DATE: 9/21/2020
responsibility, the developer/owner is required to execute the appropriate landscape maintenance
agreement for all landscaping, irrigation, street furniture, and enhanced hardscape that encroaches
into the City right-of-way along the aforementioned street frontages. In addition to landscaping and
irrigation, the agreement also addresses sidewalk cleaning, trash cans, disposal of trash, signs, tree
replacement, and all other aspects of maintenance for areas in the City right-of-way.
Public Works Commission Action: Not applicable for this request.
Environmental Status:
The agreement is categorically exempt from the California Environmental Quality Act, pursuant to
City Council Resolution No. 4501.
Strategic Plan Goal:
Enhance and maintain infrastructure
Attachment(s):
1. License Agreement between the City of Huntington Beach and Palermo Investments, LLC, to
Provide Installation and Maintenance of Landscaping and Landscaping Improvements in the
Public Right-of-Way
City of Huntington Beach Page 2 of 2 Printed on 9/16/2020
powered5f; LegistarTM
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
NO FEE
RECORDING REQUESTED BY: * $ R 0 0 1 2 0 8 9 2 4 6 $
CITY OF HUNTINGTON BEACH 202000053626010:24 am 09/30/20
105 PP3A Al 2 14
0.00 0.00 0.00 0.00 39.00 0.00 0.000.000.00 0.00
WHEN RECORDED MAIL TO:
City Clerk
City of Huntington Beach
P.O. Box 190/2000 Main Street
Huntington Beach, CA 92648
Fee exempt per Government Code § 6103
SPACE ABOVE THIS LINE FOR RECORDER'S USE
LICENSE AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND PALMERO INVESTMENTS,LLC, TO
PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND
LANDSCAPING IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY
This License Agreement(the "Agreement") is made and entered into by and between the CITY
OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY,"
and Palmero Investments, LLC,hereinafter referred to as"LICENSEE."
WHEREAS, Palmero Investments, LLC, is the owner of certain real property located in the City
of Huntington Beach, County of Orange, State of California, which is more particularly described in
the legal description attached hereto as Exhibit "A" and incorporated by this reference (the
"Property"); and
CITY is the owner of those certain areas in the immediate vicinity of the Property that are depicted
on Exhibit "B" attached hereto and incorporated herein by this reference (the "Improvement Areas");
and
In connection with the development of the Property, CITY and LICENSEE desire to assign
responsibility for the installation and maintenance of landscaping and hardscaping within the
Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance
with plans and specifications submitted by LICENSEE and as reasonably approved by CITY; and
By this Agreement, CITY and LICENSEE desire to clarify and specifically delineate their
obligations with respect to the installation and maintenance of landscaping within the Improvement
Areas,
NOW,THEREFORE, in consideration of the promises and agreements hereinafter made and
exchanged, CITY and LICENSEE covenant and agree as follows:
1. GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby
grants to LICENSEE a non-exclusive,revocable license("License")to install and maintain
landscaping and hardscaping within the Improvement Areas pursuant to the terms as set forth in this
Agreement.
This docwwit is w1e4y for the offllcW
19-7854/209914 1 bu*wn of the City of Hunttgton Balch,
as contempleted miler Gov9mment Code
Sec. 27383 and shouk"s recorded free
of cherve.
RECORDING REQUESTED BY:
CITY OF HUNTINGTON BEACH
WHEN RECORDED MAIL TO:
City Clerk
City of Huntington Beach
P.O. Box 190 / 2000 Main Street
Huntington Beach, CA 92648
Fee exempt per Government Code § 6103
SPACE ABOVE THIS LINE FOR RECORDER'S USE
LICENSE AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND PALMERO INVESTMENTS, LLC, TO
PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND
LANDSCAPING IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY
This License Agreement (the "Agreement") is made and entered into by and between the CITY
OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY,"
and Palmero Investments, LLC, hereinafter referred to as "LICENSEE."
WHEREAS, Palmero Investments, LLC, is the owner of certain real property located in the City
of Huntington Beach, County of Orange, State of California, which is more particularly described in
the legal description attached hereto as Exhibit "A" and incorporated by this reference (the
"Property"); and
CITY is the owner of those certain areas in the immediate vicinity of the Property that are depicted
on Exhibit "B" attached hereto and incorporated herein by this reference (the "Improvement Areas");
and
In connection with the development of the Property, CITY and LICENSEE desire to assign
responsibility for the installation and maintenance of landscaping and hardscaping within the
Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance
with plans and specifications submitted by LICENSEE and as reasonably approved by CITY; and
By this Agreement, CITY and LICENSEE desire to clarify and specifically delineate their
obligations with respect to the installation and maintenance of landscaping within the Improvement
Areas,
NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and
exchanged, CITY and LICENSEE covenant and agree as follows:
1. GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby
grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain
landscaping and hardscaping within the Improvement Areas pursuant to the terms as set forth in this
Agreement.
19-7854/209914 1
2. TERM. The term of the License (the "Term") granted herein shall be perpetual, provided that
CITY may terminate the License and this Agreement upon thirty (30) days written notice to
LICENSEE.
3. TERMINATION. In the event of any such termination, the CITY may, at its option, either:
(a) at its sole expense, disconnect existing water and electrical supply sources to the
Improvement Areas from the Property (leaving the water and electrical systems serving the Property
fully functional and in compliance with law), and construct and reconnect CITY water and electrical
supply sources to the Improvement Areas, or
(b) continue to use water and electricity from the Property for the Improvement Areas, in
which case CITY shall agree in writing, upon terms acceptable to the parties, to reimburse LICENSEE
on a monthly basis for the reasonable costs of such water and electricity, and, at its sole expense, to
maintain in a good condition and repair the portion of the water and electrical systems located in the
Improvement Areas.
4. DESCRIPTION OF IMPROVEMENTS. All improvements installed within the Improvement
Areas shall be as depicted on those certain plans and specifications as approved by the CITY relative
to the Property and the subject development thereof. The landscaping and other improvements within
the Improvement Areas for which LICENSEE, at its sole cost at no expense to the CITY, shall install,
repair, maintain, and/or replace in accordance with the terms of this License shall be collectively
referred to as the "LICENSEE'S Improvements" and includes the following:
Landscaping, Irrigation Systems and Plant Material: Plants and trees in accordance with the
Landscaping Plans relative to the Property and the subject development thereof submitted by
LICENSEE and approved by the CITY and the irrigation systems serving the same.
Hardscaping: Enhanced and concrete paving including sidewalks, driveways, access ramps
and stairs in accordance with the precise grading plans relative to the Property and the subject
development thereof submitted by LICENSEE and approved by the CITY.
5. MAINTENANCE RESPONSIBILITIES. At LICENSEE'S sole cost and expense and during
the Term, LICENSEE agrees to perform all maintenance responsibilities for the Improvement Areas,
including, but not limited to: sidewalk cleaning; trash disposal; signs; pedestrian scale lighting
(defined as 14-foot high street lamps);watering; repairing and/or adjusting irrigation systems when
failures occur; fertilizing; cultivating; edging; performing general planting and trimming or other
corrective gardening; spraying grass and plants with both insecticides and herbicides; and, generally
keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration
normal growth of the landscape materials and a continuation of the aesthetic quality of the area.
During the Term, LICENSEE agrees to maintain and keep the Improvement Areas in good condition
and repair, free and clear of litter and debris and free from any nuisances and to comply with all health
and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris in
a sanitary and legal manner and location. All of the responsibilities listed in this Paragraph 5
(including subparts) shall collectively be referred to as "Maintenance Responsibilities," and shall
apply only during the Term.
19-7854/209914 2
(a) Maintenance of Trees and Plants. LICENSEE's maintenance obligations shall include
watering, repairing, maintaining, adjusting and monitoring irrigation systems when failures occur,
fertilizing, edging, performing general planting and trimming or other corrective maintenance,
spraying with insecticides and herbicides, and generally keeping the Improvement Areas in a clean,
secure and attractive condition, taking into consideration normal growth of the landscape materials
and a continuation of the aesthetic quality of the Improvement Areas, including but not limited to the
following:
1. Provide and apply fertilizer as necessary to sustain healthy growth.
2. Maintain the Improvement Areas to allow access by CITY personnel to CITY
facilities and in a condition that is substantially free from weeds, debris and harmful insects at all
times.
3. Keep plantings trimmed to eye pleasing appearance.
4. Use only those pesticides and fertilizers approved by the State of California and
in a manner consistent with label and legal restrictions.
5. Remove and replace unhealthy, dead, invasive or unplanned plantings as they
are observed.
6. Keep the entire area policed and free of litter and deleterious material.
LICENSEE shall provide trash pick-up, sweeping, and clean-up as required to ensure no offensive
odors, gum, wax, litter, liquids or other materials are allowed to remain on or stain paving, planters,
containers, decorative features, artwork or other surfaces.
7. Maintain, repair and operate irrigation system in a manner that prevents water
from flooding onto the right-of-ways.
8. All tree trimming shall be done by an I.S.A. Certified Arborist or an I.S.A.
Certified tree worker under the direct supervision of an I.S.A. Certified Arborist. Said trimming shall
be per the International Society of Arborist, A.N.S.I. 300A standards. Any tree work not conforming
to these requirements shall be subject to damage assessment by the City of Huntington Beach Tree
Supervisor. Damages may potentially lead to penalties which can involve removing and replacing the
damaged tree with an approved replacement of the same size that was originally planted, and payment
of fines equal to the value of the original (damaged) tree. Any fines shall be payable by LICENSEE
to the CITY.
9. If for any reason LICENSEE is unable to maintain the Improvement Areas in a
manner satisfactory to the CITY, LICENSEE shall re-landscape the Improvement Areas to a condition
acceptable to the CITY at LICENSEE's sole cost and expense.
10. Control and maintain the Improvement Areas such that no landscaping or plant
materials growth, or irrigation water spray, obstructs or hinders vehicular or pedestrian traffic, or
encroaches across or onto any bicycle path, sidewalk, public access area, the street right-of-way from
the edge of the curb/gutter to the center of any street right-of-way.
19-7854/209914 3
11. Conform to all applicable Best Management Practices set forth in the CITY'S
Local Implementation Plan Section A-9, Existing Development Exhibit A-9.11, BMP Fact Sheet 1C7
Landscape Maintenance and the Arboricultural and Landscape Standards Specification issued by the
Department of Public Works.
(b) Maintenance of Hardscape Material. LICENSEE's maintenance obligations shall
include all concrete and enhanced hardscaping material including all sidewalks, driveways, access
ramps and stairs. Maintenance includes, but is not limited to, linear root barriers, concrete repair and
replacement, grinding or patching variations in elevation of sidewalks and driveways for an acceptable
riding surface, and the removal of dirt, debris, graffiti, weeds, and any other deleterious items or
material on or about the sidewalks or driveways in an expeditious manner.
(c) Utilities Serving the Improvement Areas. LICENSEE shall bear the expense of
electricity and any other utility necessary to serve the Improvement Areas. LICENSEE shall be
responsible for using such utilities in a secure and hazardless manner, complying in all respects with
applicable codes and ordinances.
(d) Signage. LICENSEE shall repair and maintain during the Term any signage
constructed and installed on the Improvement Areas by LICENSEE.
6. PLANS AND SPECIFICATIONS. Throughout the Term, LICENSEE shall perform, at its sole
cost and expense, any and all repairs, replacements or refurbishing to the Improvements which
LICENSEE constructs in the Improvement Areas as necessary to bring the Improvements into an
operating condition, all in accordance with plans and specifications as submitted by LICENSEE to
CITY, which plans and specifications shall be subject to the prior written approval of CITY. No
changes, modifications, or alterations may be made to the Improvement Areas without the prior
written consent of CITY.
7. MATERIAL ALTERATIONS. After the approval of the plans and specifications and the
installation of the Improvements in the Improvement Areas in accordance with the plans and
specifications, no material changes, modifications or alterations may be made to the Improvement
Areas without the prior written consent of CITY.
8. CITY REQUIREMENTS. LICENSEE, or anyone performing work on behalf of LICENSEE,
shall be properly licensed by CITY for any work performed on the Improvement Areas. Furthermore,
LICENSEE, or anyone performing work on behalf of LICENSEE, shall acquire the proper
encroachment permit and comply with all other CITY requirements prior to performing any work on
Improvement Areas in the public right-of-way.
9. CITY RIGHT TO INSPECT. CITY shall have the right to inspect the Improvement Areas at
any time to ensure that LICENSEE is performing its obligations hereunder. CITY and LICENSEE
shall negotiate in good faith to come to a mutual agreement as to the time and date for such
inspections.
10. DAMAGE TO IMPROVEMENT AREAS. In the event any damage is caused to any
pathways, sidewalks, curbs, gutters, street furniture, street lights, medians, streets or utilities as a
result of the installation by Licensee of the landscaped material installed on the Improvement Areas
and/or the performance of the maintenance responsibilities of the Improvement Areas by Licensee,
LICENSEE agrees to repair same at its own expense. In the event that damage is caused by the acts
19-7854/209914 4
of any person to any portion of the landscaped area or in the event any equipment is broken or breaks
or is destroyed or in the event vegetation rots or dies, said equipment or vegetation shall be replaced
or restored within ten (10) calendar days of the date of the breakage or destruction. Stolen items will
be considered destroyed for purposes of this Section 10.
11. REPAIR BY CITY. Except as otherwise provided for in this License, in the event any
damage is caused to any of the LICENSEE's Improvements within the Improvement Areas as a result
of the installation, maintenance and/or repair work performed by the CITY or its contractors, agents or
employees within the Improvement Areas, CITY shall promptly repair the same at its own expense.
12. COOPERATION. In the event both LICENSEE and CITY are required to repair damage to
the improvements the parties shall cooperate with each other so as to minimize the costs incurred by
each of them.
13. MECHANICS' LIENS. LICENSEE agrees not to suffer any mechanics' lien(s) to be filed
against the Improvement Areas by reason of any work, labor, services or material performed at or
furnished to the Improvement Areas, by or through LICENSEE. LICENSEE shall, at its sole cost and
expense, cause any mechanics' lien(s) which may be filed against the Improvement Areas to be
released or bonded or affirmatively insured within sixty (60) days after the date of filing of such
mechanics' lien(s). Nothing in this Agreement shall be construed as consent on the part of the CITY
to subject the CITY's estate in the Improvement Areas to any mechanics' lien(s) or liability under the
mechanics' lien laws of the State of California.
14. ASSIGNMENT. The License herein granted is personal to LICENSEE and any attempt to
assign the License to any entity shall require the prior approval of CITY and is subject to the
provisions set forth in Section 37 below. Notwithstanding the foregoing, assignment of the License to
a LICENSEE affiliated entity or to a successor owner of the Property shall not require prior approval
of CITY. Other than the License granted hereunder, LICENSEE hereby expressly waives any claim to
or interest or estate of any kind or extent whatsoever in the Improvement Areas arising out of the
License or out of LICENSEE'S use or occupancy of the Improvement Areas, whether now existing or
arising at any future time. This License is appurtenant to the Property and may not be separately
assigned apart from the Property or the interests therein. LICENSEE shall give notice in writing to
CITY of any such assignment and delegation; such notice shall include the mailing address of the
delegee, and will become the delegee's address for service of notices. LICENSEE hereby covenants
for itself and its successors and assigns, that conveyance of any fee title interest in the Property (other
than a security interest granted in connection with a financing by Licensee) shall constitute an
assumption by any successors, assigns or transferees of LICENSEE, of the obligations under this
License, and upon such conveyance, the predecessor in interest of such assuming party shall be
deemed relieved from any further obligations or responsibilities under this License.
15. WORKERS COMPENSATION INSURANCE. Pursuant to California Labor Code §1861,
LICENSEE and its successors or assigns acknowledges awareness of Section 3700 et seq. of said
California Labor Code, which requires every employer to be insured against liability for workers'
compensation. LICENSEE covenants that it will comply with such laws and provisions prior to
conducting any activity pursuant to this license. LICENSEE shall maintain such Workers'
Compensation Insurance in an amount of not less than One Million Dollars ($1,000,000) bodily injury
by accident, each occurrence, One Million Dollars ($1,000,000) bodily injury by disease, each
employee, and One Million Dollars ($1,000,000) bodily injury by disease, policy limit, at all times
19-7854/209914 5
incident hereto, in forms and underwritten by insurance companies reasonably satisfactory to CITY.
LICENSEE shall require all subcontractors retained by LICENSEE to perform work hereunder to
provide such workers' compensation insurance for all of the subcontractors' employees. LICENSEE
shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers'
compensation insurance and LICENSEE shall similarly require all subcontractors to waive
subrogation.
16. OTHER INSURANCE. In addition to the workers' compensation insurance in Section 15
above and LICENSEE's covenant to indemnify CITY in Section 18 below, LICENSEE or its
successors or assigns shall obtain and furnish to the CITY and carry at all times incident hereto, on all
activities to be performed in the Improvement Areas as contemplated herein, general liability
insurance including coverage for bodily injury, property damage and motor vehicle coverage. All
insurance shall be underwritten by insurance companies reasonably satisfactory to CITY. Said
insurance shall name the CITY as Additional Insureds and shall specifically provide that any other
insurance which may be applicable to all activities to be undertaken by LICENSEE concerning the
Improvement Areas shall be deemed excess coverage and that LICENSEE's insurance shall be
primary. Said policy of insurance shall pay on behalf of LICENSEE, its officers, agents, and
employees, while acting within the scope of their duties, against any and all claims of liability arising
out of or in connection with all activities to be undertaken by LICENSEE concerning the
Improvement Areas affected by the license. LICENSEE shall subscribe for and maintain said
insurance policies in full force and effect during the life of this Agreement, in an amount not less than
the following amount: combined single limit bodily injury and property damage, including
products/completed operations liability and blanket contractual liability, of One Million Dollars
($1,000,000) per occurrence. If coverage is provided under a form which includes a designated
general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the
event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of
limits. LICENSEE shall require its insurer to waive its subrogation rights against CITY.
17. CERTIFICATE OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS. Prior to
conducting any activity pursuant to this Agreement, LICENSEE shall furnish to CITY certificates of
insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as
required by this Agreement; said certificates shall provide the name and policy number of each carrier
and policy; and shall state that the policy is currently in force; and shall promise to provide that such
policies will not be canceled or modified without providing notice to CITY in accordance with policy
provisions. LICENSEE shall maintain the foregoing insurance coverage in force until the Term of this
Agreement has expired or this Agreement is terminated. The requirement for carrying the foregoing
insurance coverage shall not derogate the obligations of LICENSEE under this Agreement. CITY or
its representative shall at all times have the right to demand a copy of all said policies of insurance.
LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove
required. A separate copy of the additional insured endorsement to LICENSEE's liability policy as
required hereunder, naming the CITY as Additional Insureds, shall be provided to the CITY Attorney
for approval prior to the commencement of any work by LICENSEE pursuant to this Agreement.
18. INDEMNIFICATION AND HOLD HARMLESS. LICENSEE hereby agrees to protect,
defend, indemnify and hold and save harmless CITY, its officers, and employees, and assigns
(hereinafter collectively called "Indemnified Parties") against any and all liability, claims,judgments,
penalties, damages, expenses, costs and demands, including without limitation reasonable attorneys'
fees, however caused, including those resulting from death or injury to any person (including without
19-7854/209914 6
limitation any Indemnified Party), and damage to any property, real or personal, of any kind wherever
located and by whomever owned (including, without limitation, property owned by an Indemnified
Party), which injury, death or physical damages arises directly or indirectly out of the grant of license
herein contained or the activities to be undertaken by LICENSEE (or LICENSEE's officers,
employees, agents, contractors, LICENSEES, or invitees) concerning the Improvement Areas, caused
in whole or in part by any negligent act or omission of the LICENSEE, any of its contractors,
subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable (collectively, the "LICENSEE Parties"), including but not limited to
concurrent active or passive negligence of the LICENSEE Parties, except to the extent caused by the
negligence or willful misconduct of CITY or any of its agents, contractors, subcontractors, officers, or
employees. City shall provide immediate notice to LICENSEE whereupon LICENSEE shall conduct
any defense required hereunder at its sole cost and expense.
19. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work done or undertaken by it
on the Improvement Areas shall be for its sole account and not as an agent, servant or contractor for
CITY.
20. RULES AND REGULATIONS. LICENSEE agrees to obey and observe (and cause its
officers, employees, contractors, invitees and all others doing business with LICENSEE to obey and
observe) all rules and regulations of general applicability regarding the Improvement Areas as may be
reasonably established by CITY at any time and from time to time during the Term of this Agreement.
21. DEFAULT. In the event LICENSEE does not perform, or cause to be performed, any of the
Maintenance Responsibilities as contemplated by this Agreement, CITY shall first provide written
notice to LICENSEE in the manner and at the address for notices provided in Section 23, describing
the alleged default by LICENSEE. If LICENSEE fails to cure said default within thirty (30) calendar
days following the date of delivery of such notice of default, CITY may thereafter cause such
maintenance to be performed, and all actual and reasonable costs incurred shall be assessed to and
billed directly to the LICENSEE. Any invoice for such costs incurred shall include copies of paid
invoices evidencing the costs incurred. Payment from LICENSEE shall be due within thirty (30)
calendar days following the date of receipt of invoice. In addition, one and a half(1-1/2%) interest
per month shall be added for each month payment hereunder is due but unpaid.
22. APPLICABLE LAW. LICENSEE shall, at its sole cost and expense, faithfully observe in the
use and occupation of the Improvement Areas all municipal ordinances, and all state and federal
statutes now in force and which may hereafter be in force, and shall fully comply, at its sole expense,
with all regulations, orders, and other requirements issued or made pursuant to any such ordinances
and statutes. All building permits, business licenses and other applicable permits and licenses shall be
secured and paid for by LICENSEE.
23. NOTICES. Any notice or special instructions required to be given in writing under this
Agreement shall be given either by personal delivery to LICENSEE (as designated herein) or to CITY
as the situation shall warrant, or by enclosing the same in a sealed envelope and sent (i) postage
prepaid, and depositing the same in the United.States Postal Service, via certified or registered mail,
or (ii) using nationally recognized overnight courier service, or(iii) via facsimile transmission(with a
copy to also be placed in the United States Mail), and addressed as follows:
19-7854/209914 7
TO CITY: TO LICENSEE:
2000 Main Street Palmero Investments, LLC
Huntington Beach, CA 92648 200 Main Street, Suite 206
ATTN: Director of Public Works Huntington Beach, CA 92648
(714) 760-5495
Any mailing address or telefacsimile number may be changed at any time by giving written notice of
such change in the manner provided above at least ten (10) days prior to the effective date of the
change. All notices under this Agreement shall be deemed given, received, made or communicated on
the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date
shown on the return receipt. A person may not give official or binding notice by facsimile. The
effective time of a notice shall not be affected by the receipt, prior to the receipt of the original, of a
facsimile copy of the notice.
24. CAPTIONS AND TERMS. The captions and section numbers appearing in the Agreement
are for convenience only and are not a part of the Agreement and do not in any way limit, amplify,
define, construe or describe the scope of intent of the terms and provisions of this Agreement, or in
any way affect this Agreement.
25. RECORDATION. LICENSEE shall record this Agreement in the Official Records of the
County of Orange, State of California.
26. NON-EXCLUSIVITY. This License is non-exclusive, and the Improvement Areas shall at all
times be open to use by the general public.
27. NONDISCRIMINATION. LICENSEE agrees that in the performance of this Agreement and
use of the Improvement Areas it will not engage in, discrimination against any person because of race,
religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or
sex.
28. COOPERATION. LICENSEE shall in good faith cooperate in connection with its respective
rights and obligations under this Agreement, including, but not limited to, performing any acts and
executing any further documents that may be reasonably necessary to effectuate the purposes of or
rights conferred under this Agreement.
29. SEVERABILITY. If any provision of this Agreement shall to any extent be deemed to be
invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each
provision of this Agreement, unless specifically conditioned upon such invalid or unenforceable
provision, shall be valid and enforceable to the fullest extent permitted by law.
30. ENTIRE AGREEMENT. This Agreement, together with any attachments hereto or
inclusions by reference, constitutes the entire agreement between the parties hereto relating to the
rights herein granted and the obligations herein assumed, and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements, and understandings, if any, between the
parties hereto with respect to the rights and obligations contained herein. Any oral representations or
modifications concerning this instrument shall be of no force or effect except a subsequent
modification in writing, approved by the CITY and signed by the parties to be charged.
19-7854/209914 8
31. ATTORNEY'S FEES. If any action or proceeding is brought by either party against the other
under this Agreement, whether for interpretation, enforcement or otherwise, each party shall bear its
own attorneys' fees. The prevailing party shall not be entitled to recover its attorneys' fees from the
nonprevailing party.
32. CITY RIGHT TO ENFORCE. Notwithstanding the provisions of Section 31 above,
LICENSEE acknowledges and agrees that CITY has the right and standing, but not the obligation, to
enforce any of the terms of this Agreement by any appropriate legal or equitable means and shall be
entitled to reimbursement for any costs incurred in enforcing this Agreement. LICENSEE shall
provide CITY with, and at all times keep current, contact information for LICENSEE and any
property manager acting on its behalf.
33. GOVERNING LAW. This Agreement shall be governed, construed, interpreted, and
enforced under and in accordance with and governed by the laws of the State of California.
34. AMENDMENTS. This Agreement may be amended,modified, and/or supplemented only by
the written agreement of LICENSEE and CITY, or the successors and assigns of each.
35. COVENANTS. Each of the covenants set forth in this Agreement (i) shall run with the land;
(ii) shall be binding upon, and shall inure to the benefit of, any person or entity having or acquiring
any interest in any portion of any property benefited or burdened thereby, during the period of such
person's or entity's ownership, and all of their respective successive owners and assigns; and (iii) shall
be binding upon, and shall inure to the benefit of, the property benefited or burdened thereby and
every portion thereof and interest therein. The License granted by this Agreement is subject to all
matters of record as of the effective date of this Agreement.
36. DELEGATION OF AUTHORITY. CITY hereby delegates to its City Manager or his or her
designee the authority to implement all provisions of this Agreement.
37. EXCLUSIVE BENEFIT OF PARTIES. The provisions of this Agreement are for the
exclusive benefit of CITY and LICENSEE and their successors and assigns, subject to the provisions
hereof, and neither for the benefit of nor give rise to any claim or cause of action by any other person.
38. SURVIVAL. All representations, warranties, waivers, and indemnities given or made
hereunder shall survive termination of this Agreement.
39. AUTHORITY TO SIGN. LICENSEE hereby represents that the individual executing this
Agreement on behalf of LICENSEE has full authority to do so and to bind LICENSEE to perform
pursuant to the terms and conditions of this Agreement.
19-7854/209914 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and
through their authorized officers on Imo- 2020.
September 21, 2020
LICENSEE: CITY:
Palmero Investments, LLC CITY OF HUNTINGTON BEACH,
a California municipal corporation
By:
ayor
'prV name
ITS: (circle one) Chairman/President/Vice President
AND City Clerk
By: INI' TED AND ED:
print name
ITS: (circle one) Secretary/Chief Financial Officer/
Asst. Secretary-Treasurer trector of Pu or s
rEDC APPROVED:
City Manager
APPROVED A TO FORM:
lk� (.%--'
gon City Attorney
19-7854/209914 10
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On September 29, 2020 before me, Donna Switzer, Notary Public, personally
appeared Robin Estanislau and Lyn Rossi Semeta who proved to me on the basis
of satisfactory evidence to be the persons whose names are subscribed to the within
instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the persons, or the entity
upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
DONNA Z TZER
WITNESS my hand and official seal. E : COMMISSION*2311601
E . Notary Public-Glilamis
ORANGE COUNTY
My Comm Eapm Nov.5,2023
(Seal)
(Notary Signature)
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE §1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California
County of Q range t C I.iYI
_ On I �til �o,��-U�+, before me,
� j Date Here Insert Name and Title of the Officid
personally appeared , 'I^ w
N (s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity
upon behalf of which the person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
ANDREA MARIE JUAI�EZ laws of the State of California that the foregoing
Notary Public-California paragraph is true and correct.
i Los Angeles County >~
Commission M 2280882 WITNESS my hand and official seal.
My Comm.Expires Mar 14,2023
Signature
Place Notary Seal and/or Stamp Above Signatur Notary Aj@k
OPTIONAL - —
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies)Claimed by Signer(s)
Signer's Name: Signer's Name:
❑Corporate Officer—Title(s): ❑ Corporate Officer—Title(s):
❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
02018 National Notary Association
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
LEGAL DESCRIPTION:
THE LAND REFERRED TO HEREIN BELOW IS THE SITUATED IN THE CITY OF
HUNTINGTON BEACH, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,
AND IS DESCRIBED AS FOLLOWS:
PARCEL 1 OF PARCEL MAP 2017-127 ON FILE IN PARCEL MAP
BOOK 393, PAGES 7 THRU 9 IN THE OFFICE OF THE COUNTY OF RECORDERS OF
SAID COUNTY.
APN: 024-133-012
ALSO KNOWN AS:
PALMERO INVESTMENTS, LLC
401 MAIN STREET
HUNTINGTON BEACH, CA 92648
EXHIBIT ' B '
IMPROVEMENT AREA PER MAINTENANCE
,I,. ti
ADJACENT RESIDENTIAL
ALLEY
— ---- ---------------------------------------------- /
-------—--------------------—---
oEo ,.ox
Q ~ — -- El
IN.
0
RETAIL / OFFICE ♦• / '
BUILDING �.. �
.....
Fl
�j
PATIO
i
j M A I N S T R E E T
—"-- —�I — — --"---- ------------------- ----I-- --------------------------- ----
HARDSCAPE AREA TO BE MAINTAINED
BY PROPERTY OWNER
LANDSCAPE TO BE MAINTAINED
BY PROPERTY OWNER
City of Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
FB•1). �
Office of the City Clerk
Robin Estanislau, City Clerk
September 30, 2020
Palmero, LLC
ATTN: Robert J. Koury
200 Main Street, Suite 206
Huntington Beach, CA 92648
Dear Mr. Koury:
Enclosed is a copy of the "License Agreement between the City of Huntington Beach
and Palmero Investments, LLC to Provide Installation and Maintenance of Landscaping
and Landscaping Improvements in the Public Right-Of-Way" approved by the
Huntington Beach City Council on September 21, 2020.
Sincerely,
Robin Estanislau, CIVIC
City Clerk
RE:ds
Enclosure
Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand