Ginsburg, Allen and Charlotte INDEMNIFICATION, HOLD HARMLESS AND MAINTENANCE AGREEMENT
THIS INDEMNIFICATION, HOLD HARMLESS, AND MAINTENANCE
AGREEMENT(this"Agreement") is made as of July 27 , 2017, by and between Allen&
Charlotte Ginsburg ("Applicant"), and CITY OF RANCHO PALOS VERDES, a California
municipal corporation(the"City"),with reference to the following recitals:
RECITALS
A. Applicant and/or its affiliates are the owners of that certain real property and
related improvements located in the County of Los Angeles, State of California, and more
particularly described on Exhibit A attached hereto and incorporated herein by this reference (the
"Harden Estate Gatehouse") located at 5500 Palos Verdes Drive South, Los Angeles County,
California, APN 7572-019-005, and consisting of 2.06 acres.
B. The City is the owner of that certain real property and related improvements
located in the County of Los Angeles, State of California, and more particularly described on
Exhibit B attached hereto and incorporated herein by this reference (the "City Property"). The
City Property is located adjacent to the Harden Estate Gatehouse.
C. On December 9, 2014 the City's Planning Commission conditionally approved a
Conditional Use Permit and Coastal Permit(Case No. ZON2014-00332)to allow the conversion
of a portion of the Harden Estate Gatehouse into the Heritage Castle Museum. Condition No. 21
granted the Applicant temporary permission for the use of the driveways and other
encroachments upon City property, until such time as the lot line adjustment and subsequent
coastal permit are approved by the City and executed and required the Applicant to hold the City
harmless from any injury or damage resulting from Applicant's use of the City Property.
D. The City Council has designated the Harden Estate Gatehouse to be of historical
significance.
E. The movement of the Harden Estate Gatehouse results in an encroachment on
City Property and the movement has also resulted in the Harden Estate Gatehouse being
provided access to the full facilities and structures on the City Property.
F. The City is processing a lot line adjustment between the Harden Estate Gatehouse
and the City Property(the "Lot Line Adjustment").
AGREEMENT
NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of
which are hereby acknowledged, and with reference to the foregoing Recitals, Applicant and the
City hereby agree as follows:
1. Permitted Use of City Property. Applicant is hereby granted temporary
use of the existing driveways and other ancillary improvements to the residence that encroach
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upon City Property until such time as both the Lot Line Adjustment and subsequent Coastal
Permit are approved by the City.
2. Conditions With Respect to the Use of City Property. The use of the City
Property by the Applicant shall not unreasonably interfere with the use and enjoyment by City of
City Property. Applicant shall not have the right to alter,remove,relocate, damage or destroy, or
otherwise materially impair the use of the City Property or any improvements located thereon or
thereunder without the express prior written consent of City or its successors and assigns.
3. Non-exclusive Nature of Use of City Property. City hereby expressly
reserves the right to use the surface and subsurface areas of all areas of the City Property in any
manner so long as such use does not materially interfere with Applicants temporary rights
granted under Section 1 of this Agreement. Applicants shall not unreasonably deny access to
City.
4. Maintenance Agreement. Applicant, for itself and its successors and
assigns,hereby agrees to maintain and repair or cause to be maintained and repaired the City
Property, 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 Applicant's sole cost and
expense. Such maintenance and repair shall include,but not be limited to,the care and
replacement of all shrubbery,plantings, and other landscaping in a healthy condition.
5. Indemnification,Assumption of Risks,Release and Hold Harmless.
Applicant agrees to assume any and all risk of injury, death and property damage incurred in its
use of the City Property. In consideration for being permitted to use the City Property,Applicant
agrees,to the fullest extent permitted by law,to indemnify, defend, and hold harmless the City,
its officials, officers, employees, and agents(collectively,the"City Parties") from and against
any and all claims, actions, or suits for damages to persons or property, losses, costs,penalties,
obligations, errors, or omissions that may be asserted or claimed by any person,firm, or entity
and any other liabilities whether actual or threatened("Claims or Liabilities")in connection with
the use of the City Property and other activities conducted by Applicant, its officers, employees,
agents, subcontractors, invitees or persons for which Applicant is legally liable ("Applicant
Parties"), or from any other persons involved in the use of the City Property, and Applicant
agrees to waive its rights to make any of the above claims through a lawsuit or otherwise against
the City Parties.
In connection with Applicant's obligation to indemnify, defend and hold the City Parties
harmless,where applicable:
(a) Applicant shall defend any action or actions filed in connection with any
of said Claims or Liabilities and shall pay all reasonable costs and expenses, including legal costs
and attorneys' fees incurred in connection therewith;
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(b) Applicant shall promptly pay any judgment rendered against the City
Parties for any such Claims or Liabilities,and Applicant agrees to save and to hold the City
Parties harmless therefrom; and
(c) In the event that City Parties are made a party to any actions or proceeding
filed or prosecuted against Applicant for damages or other claims, Applicant agrees to pay to the
City Parties any and all reasonable costs and expenses incurred by City Parties in such action or
proceeding,including,but not limited to,reasonable legal costs and attorneys' fees.
6. Insurance. Upon execution of this Agreement,Applicant shall deliver to
the City Manager proof of insurance in compliance with the following:
(a) Comprehensive General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per
occurrence basis for bodily injury,personal injury and property damage. The policy of insurance
shall be in an amount not less than$1,000,000.00 per occurrence or if a general aggregate limit is
used, either the general aggregate limit shall apply separately to this contract/location, or the
general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify,insure and provide legal defense for both Applicant and the City Parties
against any loss, claim or damage arising from any injuries or occupational diseases occurring to
any worker employed by or any persons retained by Applicant in the course of its use of the City
Property.
7. Enforcement
(a) Remedies in General.Notwithstanding anything contained herein to
the contrary, 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 City 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(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
Harden Estate Gatehouse.
(b) Failure to Perform; Lien. If Applicant defaults on the performance of any
of its obligations hereunder,the City may, at its sole option, and after making reasonable demand
of Applicant that it cure said default, cure the default. In such event,Applicant shall reimburse
the City for all reasonable costs and expenses related to the curing of the default. If the City is
not reimbursed for such costs by Applicant 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
personal obligation of Applicant as well as a lien and charge,with power of sale,upon the
Harden Estate Gatehouse. The lien provided for in this Section 7 (b)may be recorded by the City
3
as a Notice of Lien against the Harden Estate Gatehouse in the Office of the County Recorder,
County of Los Angeles, 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 Harden Estate Gatehouse shall date from the date such notice is filed of
record;provided,however, said lien shall be subordinate to any bona fide mortgage or deed of
trust. 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 et seq. 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.
8. Successors and Assigns. This Agreement shall be binding on and shall
inure to the benefit of the parties hereto and their respective heirs, successors (by merger,
consolidation or otherwise), assigns and devisees who acquire an interest in the Harden Estate
Gatehouse, and all references herein to"Applicant"and"City" shall also refer to their respective
successors and assigns.Notwithstanding the foregoing, in no event shall any Applicant assign or
otherwise transfer this Agreement to any person or entity.
9. Entire Agreement and Severability. This Agreement contains the entire
agreement between the parties relating to the rights herein granted and obligations herein created.
Any oral representations or modifications concerning this Agreement shall be of no force and
effect, and this Agreement may not be amended,modified, supplemented or altered except by a
writing executed by each of Applicant and the City and recorded in the Official Records of Los
Angeles County, California. If any provision of this Agreement shall be held to be invalid,the
same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
10. Governing Law. This Agreement shall be governed by, and construed in
accordance with,the laws of the State of California without giving effect to the choice of law
rules and principles of said state.
11. 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 or 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 Agreement.
12. Attorneys' Fees. In the event of any controversy, claim or dispute arising
out of or relating to this Agreement or any breach thereof,the prevailing party shall be entitled to
recover from the other party or parties all reasonable costs and expenses, including reasonable
attorneys' fees and court costs incurred by the prevailing party in any such dispute (whether or
4
not such dispute is prosecuted to a final judgment or other final determination),together with all
reasonable costs of enforcement and/or collection of any judgment.Attorney's fees shall include
attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled
to all other reasonable costs for investigation of such action, including the conducting of
discovery.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which counterparts shall, for all purposes,be deemed an original and all
such counterparts,taken together, shall constitute one and the same instrument.
14. No Dedication Intended.Nothing herein contained shall be deemed to be a
gift or dedication of any portion of any property referred to in this Agreement to the general
public or for the general public or for any public purpose whatsoever, it being the intention of
Applicant and City that this Agreement shall be strictly limited to and for the purposes herein
expressed.
15. Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that(i) such party is duly organized and existing, (ii)they are duly authorized to
execute and deliver this Agreement on behalf of said party, (iii)by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and(iv)the entering into this
Agreement does not violate any provision of any other Agreement to which said party is bound.
[Signature Page Follows]
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of
the date first above written.
"APPLICANT"
BY V __
Nam.: Allen Gins ourg
Name: Charlotte Ginsburg
Date:
5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT 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 Los Angeles )
On July 27,2017,before me,K. Carr,Notary Public,personally appeared Dr.Allen and Charlotte
Ginsburg,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 laws
of the State of California that the foregoing paragraph
_ is true and correct.
K.CARR
f[f Commission#2035621' WITNESS my hand and official seal.
• Notary Public-California
�� �+/ Los Angeles County
————• ti Comm.Ers Au�2`017,
Signature C1)("< (-22-A. L../
Signature of Notary Public
Place Notary Seal Above
5A
"CITY"
CITY OF RANCHO PALOS VERDES
BY: %f4J
1,110 I : -ayor
ATTEST:
diON
By: 'L Date:
s ek
(SEAL)
APPROVED AS TO FORM:
By: i� e
David J. AW.hire, City Attorney
State of California)
County of Los Angeles)
On 8' 110 '�� , before me,"Ct,�&So► ?i(lYYAVYA. -1-46 ✓, a Notary Public,
personally ap eared &mill C,oDbtirrl , 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 laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
. , TERESA PRIMAVERA-TAKAOKA
if. Commission#2113492
OW0—
z1, Notary Public-CaliforniaDSignature / � ,�� . z �? Los Angeles County
My Comm.Expires,fun 26_2019
6
EXHIBIT `Arr
All that certain re -al property sltl+ated in the County of LO5. Angelos, State of CaUfornia, described as
folliaws:
That portion of Lot "H' of the Rancho Los Palos Verdes, in the City of Rancho Pales Verl��r allottec.
to 30tham Bixby by [decree of Partition in AeCblon "Bixby et a1. vs- Serit or al.", Cane No- 7.373 in the
District Court of the 17th )luilcLal Oistfict of said Slate of Callfarnia, in and fbc #tae County of los
Ari eies and entered In Book 4 Page 57 of ludgmerim of said county described as follows:
de#mrlrg at the most Northerly corner of the [rind described In the deed to Edward W. Haden and
Ruth V. Harden recorded 2, 1938 as 1)�kjmerit No_ 151.4 In Book 16254 Page 147 4f
:}ffrcIal Records, In the office of the; County Recorder of Bald County; them along the
Norlh asterly prolongation of the Northwe5tedy line of the land North 726 25' Sally East 411.24 feet
" a point in a curve In the Sotrtbwesterly IIlse of that p4rtlon of Faros Verdes Ear'rue South described
as Parcel A in deed to the County of Las Angeles December 2'r 1-952 as �3acarnent No. 3,469 in
Book 4GS87 Page 284 of said Cflinial Records, said curve being concave Southwesterly and having
a radius of 350 feet; theM alq:lg said Paitas Verdes Drive South along said curve Southeasterty
38.04 Feet; thence eor.6nuing along said Plains Verdes Delve south, 59Mth 24'0 04' 15" East 123.40
feet to the begInkning of tsragerdt curve in Said Southwesterly line concave Nottheasterly and having
a radius of 925 feet; thence conlinulnq along said Palos Verdes Drive South Seutheasterly 1<51_B2
feet to a point through which the radius of Bald curve bears South 5E0 31' 30' West; thetics South
560 31' 34' rest 13.2.17 feet,; thence 4orth 870 53' 30" West 39.43 feet; therm With -3 # 45' UC"
West 1.2,22 Feet; thence North 70 26' 00" East 51.9 fect,' thence North 12" 25' OU' Wes', 3$.2 feet;
thence North 250 13' 34" West 128.1 feet; thence NcNth 49'� 52' 30'° West .33.6 feet; thtnre North
640 i3' 20" West 91.9 feet; thence Lauth 28° 55' 04" West 39,1 ft; thence 5foaath S° 45' 100"
Fast 73_b feet; thence South 274' 3♦*' 60 Wes,- 24_C feet;pthence South 55" 57' 4�0" West 27.7 feet,
thence North 8V 35' 40" West 24.4 feet; thence North 660 45' 00" West 23.4 Feet; thence North
510 55' 00" West 44.7 feet; thence North 54¢ 31' 30" West 69,4 `gat; thence North 8130 17' 30"
Nest 32.9 poet; thence South 560 37' 30" :Ve.5t 19.8 feet, thence South 2S* 13' 00, West t7.2
Meet; ttmnoe North 64111 49' 34" West 19-04 feet; thence North 100 34' IS' West 54.24 feet to the
Northerly Ilne of said land of Harden; thence Wong said Martherly+ line North 7911 20' 45" East
128,92 feet to art a le P0 lilt therein; thence adorn the Northwesterly brae of said land North 40°
07' 00' East 99.35 fest; thence North 6(r 15' 25" East 88.62 feet and North 73" 25' 50' mast
87.15 feet to tiros point of heginning.
Excepting therefrom the following descrll"d part at lair} recto prol)L-rty=
B"inn ng at the Intersection of tiae ab ve described Curve in Zbe 5outhwesterlyr lime of Palos Verdes
Drive South hav" .a radlos of 350 feet and a length of 12.9.64 feet with the Southwesterly
Mlongatlon of that :ertaln course havint3 a bearing and jength of "South 65e 55' 45" ;Pest 155.33
feet" rn the N. orthwest€Iriy line of Narcissa Drive (Private Road) as shown ori. the map of Tract No
14504 recorded In Book 322 Pages 38 to 41 inclusive of Mapsr in the taffiwa of said County
Recorder; thence Southeasterly along said curve having a radius of 350 feet to the southeasterly
encs thereof; thence continuing along said Palos Verdes give South, South 240 04' 15" Eos# 123.40
feet to the be lnnirtig of a tangent curve in sald Southwesteriy line mneave Northeasterly and
having a radius of 925 feet; thence contiming &Ong skid 'Palos Verdes Drive Ssauuth, Souttaensterty
151.82" feet to a point through which the rafdlus of said curve tcears South 56' 31' 39" West; thence
South 560 31' 30' raves: 6.72 feet, more kw less, to a point if the Northeasteriv boundary of the land
clesCrir,cd ;n said deed recorded in Book 16254 Mage 142 cf Officidl Ftecords; thence aloraog the
Northcasterly boundary as follows;
North 370 57'5V West 169.91 feet, more or less, to an angle point therelrt; North 240 04' 15'
'lest 110.71 feet to the tN�yinnitx of a tarrne;r.t Curve concave to the Southwest and ha inn a;
radios of 315 feet and Northwesterly along the last rnantlened curve to the SouthwesurlY
prolortgation of said' certain course In the Mortly,vWerly Ilse of Nmressa Drive; thence Nastheastedy
along saki prolongation to the: paint of beginning.
Assessor's Parcel Number; 757 C1 -CCS
Property Description
ADDRESS: 5500 PALOS VERDES DRIVE SOUTH, RANCHO PALOS VERDES
ASSESSOR'S PARCEL NO: 7572-019-005
LEGAL DESCRIPTION, PORTION OF LOTS 110 AND 125 OF
L.A.C.A, MAP No. 51, A.M. 1-1
LEGEND
CL
CENTER LINE
FD.
FOUND
LS
LAND SURVEYOR
PL
PROPERTY LINE
WF
WROUGHT IRON FENCE
N640 48'
NOTE:
THE PROPERTY IS LOCATED WITHIN THE LIMITS OF THE ACTIVE ABALONE COVE LANDSLIDE AREA AS
SHOWN ON AN EXHIBIT PREPARED BY GEOKINETICS, DATED JUNE 2008. THE SURVEY MONUMENTS IN THE
VICINITY HAVE MOVED OVER TIME AND ARE NOT CONSIDERED ACCURATE. THE LOCATION OF THE
IMPROVEMENTS LOCATED WITHIN THE PROPERTY WERE DETERMINED BY USING CENTERLINE SURVEY
MONUMENTS, LOCATED IN PALOS VERDES DRIVE SOUTH, BEYOND THE SLIDE LIMITS IN THE VICINITY OF
SEA COVE DRIVE. THE CENTERLINE OF PALOS VERDES DRIVE SOUTH WAS ESTABLISHED FROM RECORD
BEARINGS AND DISTANCES PER C.S.B. B-1082.
PORTION LOT 124
L. A. C. A. MAP NO. 51 A.M. 1-1
APN 7572-018-900
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NO REFERE
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38.43'
30 Q 30 60
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