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Palos Verdes Shores Mobile Estates Ltd 1 • RIGHT OF ACCESS AGREEMENT HIS RIGHT OF ACCESS AGREEMENT(this "Agreement")is made and entered into as of , 2013,by and between the Palos Verdes Shores Mobile Estates, Ltd., ("Grantor"), and the CITY OF RANCHO PALOS VERDES, a California Municipal Corporation,("City"). WITNESSETH: WHEREAS, City wishes to perform certain work to install a storm drain system on certain properties that are owned by the City to improve the drainage from San Ramon Canyon and maintain the stability of the canyon slopes (hereinafter the "SRC Project"), and WHEREAS, City wishes to use a portion of the private streets: Catalina Vista; Encantador and Delicia, as is generally depicted on Exhibit A attached hereto(the"Property"), that are located on Grantor's property in connection with the performance of the construction of the SRC Project; and WHEREAS, Grantor is willing to grant to City a license for temporary access to and use of the Property by City and its employees and specified designees in connection with the construction of the SRC Project, as is more particularly described in this Agreement. AGREEMENT NOW,THEREFORE,for and in consideration of the foregoing premises,the mutual covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,Grantor and City hereby covenant and agree as follows: 1. License and Restrictions. 1.1 Subject to the terms and conditions of this Agreement,Grantor hereby grants a license (the"License")to the City and its agents,employees and contractors (collectively,the "City Parties") , as designated by City in writing,to temporarily access and use the Property for the following purposes (the "License Purposes"): to move equipment, materials and workers to and from 25th Street to and from Shoreline Park,which is owned by City and adjacent to and to the west of the Property,in order to construct the SRC Project and to perform the work that is described in Section 3 below(the"License Work"). 1.2 The City Parties shall not conduct any activity on the Property other than in connection with the License Purposes. The City Parties shall not use the Property in any way that will conflict with any law,statute,ordinance,rule,regulation or requirement of any duly constituted public authorities with jurisdiction over the Property,whether now in force or 1397888v.2 1 300790743.3 1111 hereafter enacted or promulgated. The City shall not permit any party other than the City Parties to enter upon the Property in connection with the License or otherwise. 1.3 The City hereby covenants and agrees to cause the fueling, servicing and/or repairing of vehicles being used exclusively in connection with the License Purposes to be conducted within areas that are not located on Grantor's Property; provided, however, that Grantor acknowledges that City's contractor may conduct such fueling, servicing and/or repairing at the place (whether on the Construction Site, the Property or otherwise)where any such vehicle requires the same (e.g., where any such vehicle runs out of fuel or breaks down). 1.4 The City hereby covenants and agrees to repair and restore landscaping, curbing utilities, the asphalt surface of the private street and any cement drainage structures located within or immediately adjacent to the Property that are damaged by the City Parties in connection with this Agreement. In addition, the City hereby covenants and agrees to repair any of Grantor's property, or the property of any of Grantor's residents/guests/invitees/vendors that are damaged by the City Parties in connection with this Agreement. This would include, without limitation, Grantor's underground utility systems, including gas, electric (owned by City of Los Angeles DWP), water, sewer, telephone and cable TV systems and storm drainage improvements. After the City acknowledges responsibility for the damage and to make the repairs, a schedule to make the repairs that is mutually satisfactory to Grantor and Grantee shall be established. City hereby acknowledges that damage to such property caused by the City Parties in connection with this Agreement may not be apparent for a period of time. City therefore agrees that any claims brought by Grantor, or any of Grantor's residents/guests/invitees/vendors may be brought within 18 months from the date the SPC Project is completed, as evidenced by the final Notice of Completion on the SPC Project recorded by City, pursuant to Section 8.2. City and Grantor shall videotape and photograph the Property prior to the commencement of the use of the Property by the City Parties. City and Grantor shall agree to the appointment of Robert Merril (PE) ("Assessor"), an individual who is mutually agreeable to City and Grantor, to evaluate the condition of the Grantor's property before and after the completion of the project. The cost of the Assessor shall be paid for by City. Any damage to the Property identified by the Assessor shall be repaired by the City to the satisfaction of the Assessor before acceptance by Grantor. All costs associated with the repairs will be at the City's expense. 2. Term of License. The License shall remain in full force and effect from the date hereof until the earlier of(a) December 31, 2013 or(b)the first date a notice of completion may be recorded by the City pursuant to Section 8.2. Notwithstanding the foregoing, if the SPC Project is not completed by December 31, 2013, the City may request a reasonable extension of the term of this Agreement, and Grantor shall not unreasonably withhold its approval thereof. 3. Scope of SRC Project Work: City has informed Grantor that the License Work, contemplated by the License Purposes, includes removal of dirt by trucks with no more than ten wheels and without attached trailers from tunneling operations; transporting of p g equipment; delivery of pipes; delivery of construction material, comprising a total of 1397888v.2 2 300790743.3 approximately 120 trips spread over a period of about 6-months. In addition there will be a limited number of light vehicle trips to service the port-a-potty and to access the office that will be located on the City's property. Vehicle loads will not be any heavier than those legally permitted for such ten-wheeled vehicles. City hereby agrees that it will observe the Procedures for Conduct of Contractors (Procedures) of Grantor for conduct by the City Parties, which are attached hereto as Exhibit B. If there is any conflict between this Agreement and Grantor's Procedures, the provisions of this Agreement shall take precedence. City further agrees to clean the Property on a regular basis to remove any dirt, dust, debris or other substances that may be deposited on the property by the License Work as contemplated by the License Purposes. 4. Resolution of Disputes: In the event of: (a) Violation of this Agreement by City or any of the City Parties; or(b) substantial disruption of Grantor's business caused by the License Work as contemplated by the License Purposes, the City agrees to immediately address the issues in response to written notice from Grantor describing the problems and to meet with Grantor to resolve the problem, if requested in writing by Grantor. In this regard, substantial disruption of Grantor's business shall include, without limitation, more than two claims by residents of the mobile home park against Grantor arising from the use of the Property by City Parties pursuant to this Agreement, or litigation commenced against Grantor by any person or entity arising from the use of the Property by City Parties pursuant to this Agreement. If the meeting relates to a substantial disruption of Grantor's business, the meeting shall be attended by the Project Manager and a senior City staff member. If City and Grantor cannot resolve the dispute, then Alan Rigg, City of Palos Verdes Estates Director of Public Works, who was mutually chosen by City and Grantor to mediate such disputes, shall make a determination regarding the issue. City and Grantor agree to be bound by the mediator's decision. City shall pay for the mediator's expense in resolving the dispute. 5. Agreement to Cooperate and Coordinate. The City acknowledges and agrees that Grantor may, and shall be entitled to perform work on the Property (collectively, the "Grantor Work") concurrently with the License Work (including the erection of barriers around the same), provided that the Grantor Work does not materially interfere with the License Work. To that end, the City and Grantor agree to meet as often as is reasonably necessary in order to coordinate the work schedules for the License Work and the Grantor Work so as to minimize as much interference between the same as is reasonably possible and to complete such work as efficiently and timely as possible. 6. Personal Property; Fixtures. Grantor acknowledges and agrees that the City Parties may bring equipment and other materials onto the Property in connection with the License Purposes. Grantor further acknowledges and agrees that such equipment and materials are the personal property of the City Parties; and that Grantor has no, and shall not claim, any right title or interest therein. 7. Liens. The City shall not suffer or permit to be enforced against the Property, any mechanics', materialmen's, contractors' or subcontractors' liens or any claim for damage 1397888v.2 3 300790743.3 arising from the License Work, and the City shall pay, or cause to be paid, all of such liens, claims or demands before any action is brought to enforce the same against the Property. Notwithstanding the foregoing, if the City, in good faith, contests the validity of any such lien, claim or demand, then the City shall, at its expense, defend the Property against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before any enforcement thereof against the Property; provided, however, that, if Grantor shall so require, the City shall procure and record or furnish to Grantor a surety bond, or other security satisfactory to Grantor, in an amount equal to at least one hundred fifty percent (150%) of the amount of such contested lien, claim or demand, holding the Property free from the effect thereof. Grantor reserves the right, at any time and from time to time, to post and maintain on the Property such notices of non-responsibility as may be necessary to protect Grantor against liability for all such liens, claims and demands. 8. Notices of Non-responsibility and Completion. 8.1 Ten (10) days in advance of commencement of the License Work, the City shall, at its expense, post on the Property and record in the Official Records of Los Angeles County, California, a notice of non-responsibility executed by Grantor in statutory form. 8.2 Promptly upon completion of the SRC Project work, the City shall, at its expense, post on the Property and record in the Official Records of Los Angeles County, California, a notice of completion executed by the City in statutory form. 9. Payment of Claims. In addition to, and not in limitation of, Grantor's other rights and remedies hereunder, should the City fail within twenty (20) days of a request from Grantor either(a)to pay and discharge any lien, claim or demand as provided in Section 7, or(b)to protect, indemnify, defend and hold Grantor free and harmless as provided in Section 10, then, in any such case, Grantor may, at its option, pay any such lien, claim or demand or settle or discharge any action therefor or satisfy any judgment thereon, and all reasonable costs, expenses and other amounts incurred by Grantor in connection therewith (including reasonable attorneys' fees) shall be paid to Grantor by the City upon demand, together with interest thereon at the rate of 5%per annum from the date paid by Grantor until repaid by the City. 10. Indemnity. The City hereby agrees to protect, indemnify, defend and hold Grantor and its employees, residents/guests/invitees/vendors, members, contractors, representatives, partners, officers, directors and agents (collectively, "Grantor Indemnitees"), free and harmless from and against (collectively, "Indemnify") any and all claims, causes of action, demands, damages, liens, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees)to which Grantor Indemnitees may become exposed or which Grantor Indemnitees may incur in connection with the City Parties exercising their rights and performing their obligations hereunder (collectively, "Losses"). Notwithstanding the foregoing, it is the intent of the City and Grantor that the City indemnify Grantor Indemnitees under this Section 10 irrespective of the cause of the Losses (i.e., regardless of whether or not caused by any act, omission, willful or negligent 1397888v.2 4 300790743.3 misconduct(whether active or passive) of the City, or otherwise), except to the extent that the Losses are caused solely by the gross negligence or willful misconduct of any of the Grantor Indemnitees. The provisions of this Section 10 shall survive the termination of the License as provided in Section 3 for five (5) years except as to claims made and pending at such time (collectively, the "Indemnified Losses"). The City will require the General Contractor(GC) for the Project to name the Grantor Indemnitees as additional insured in the insurance policies that the GC will issue the City as a requirement of the Construction Contract. 11. Successors and Assignment. This Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives and successors; and successors-in-interest; provided, however, that this Agreement may not be assigned by either party, in whole or in part. 12. Notices. All notices and communications (each a"Notice") required or permitted to be given under this Agreement shall be in writing and may be sent in the following manner: (a)by personal delivery, (b)by facsimile, (c) by mail, or(d) by overnight courier service for next business day delivery. All Notices shall be deemed given and delivered as follows: (i) if sent by personal delivery, when delivered to the address of the receiving party, (ii) if sent by facsimile,the time of delivery set forth on the confirmation sheet printed by the sending facsimile machine showing delivery of the Notice without errors to the facsimile number of the receiving party, (iii) if sent by mail, three (3) business days after deposit of the Notice in the United States mail, postage prepaid, with return receipt requested, addressed to the receiving party, and (iv) if sent by overnight courier service, one (1) business day after deposit of such Notice with such courier service addressed to the receiving party. The proper addresses and facsimile numbers for Grantor and the City for purposes of giving Notices pursuant to this Section 12 shall be the Grantor's and Grantee's addresses and facsimile numbers set forth on the signature pages hereof. 13. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California, excluding California's choice of law rules. 14. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 15. Complete Agreement. This Agreement supersedes any prior negotiation, discussions or communications by and between Grantor and the City and constitutes the entire agreement between Grantor and the City with respect to the subject matter hereof. 16. Attorneys' Fees. Should the City or Grantor institute any action or proceeding to enforce this Agreement, or for damages by reason of any alleged breach of this Agreement, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the non-prevailing party all costs and expenses, 1397888v.2 5 300790743.3 111 including, without limitation, reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding. 17. No Recording of Agreement or Memorandum of Agreement. The parties agree that neither this Agreement nor any memorandum hereof shall be recorded in the Official Records of Los Angeles County, California. 18. Mutual Cooperation. Each party hereto agrees to execute any and all documents and writings that are reasonably necessary or expedient to carry out the intent of this Agreement, to do such other reasonable acts as will further the purposes hereof, and to refrain from any actions which would impede or otherwise interfere with the other party with respect to the performance of its duties and obligations hereunder. 19. Amendments. Any amendment to this Agreement must be in writing and signed by all of the parties hereto. 20. Opportunity to Consult with Own Counsel. Each party agrees that it has reviewed and understood the scope and effect of the provisions of this Agreement and has affixed its signature hereto voluntarily and without coercion. Grantor further acknowledges that it has had an opportunity to consult with an attorney of its own choosing regarding the terms of this Agreement. Neither party has relied upon any representation or statement made by the other party hereto which is not specifically set forth in this Agreement. IN WITNESS WHEREOF, Grantor and the City have caused this Agreement to be executed as of the day and year first written above. GRANTOR: PALOS VERDES SHORES MOBILE HOME ESTATES, LTD., a California Limited Partnership By: V dder Community Management LLC, its General Partner By: Phillip J. Vedder • Its Managing Member Address for notices: William C. Schweinfurth Director of Operations Vedder Community Management LLC 28632 Roadside Drive, Suite 220 Agoura Hills, CA 91301(818) 735-6200 (818) 735-6205 fax With a copy to: Community Manager Palos Verdes Shores Mobile Estates 1397888v.2 6 300790743.3 2275 W. 25th Street San Pedro, California 90732 (310) 547-4403 (310) 547-4405 fax [Signatures Continue On The Next Page] 1397888v.2 7 300790743.3 [Signatures Continued From The Previous Page] CITY: CITY OF RANCHO P LOS VERDES By: cgtAch,„.1 Name: Title: Mayor Address for notices: 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attention: Ron Dragoo, Senior Engineer Telephone No.: (310) 544-5252 Facsimile No.: (310) 544-5292 [With a copy to:] Carol W. Lynch, Esq. Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Telephone No.: (213) 626-8484 Facsimile No.: (213) 626-0078 ATTEST: erIA--,27,04114_,k city Clerk 1397888v.2 8 300790743.3 0 0 EXHIBIT A DEPICTION OF THE PROPERTY 1397888v.2 300790743.3 EXHIBIT A -10,,,, /00 - :0'.,,.. ,,.. , . . :,7 ' 4 A. --4 .: .t ' A ,. ,t .,,-,,,,..... ..'„,7,:-.,;.,,,i,:,,,,,..- .., 4, Q , ,. 'p5µ ,yK..;.NO'o;, .ya ,:.M♦7'w, ,, "' «,p Yr .. h .. f''• +. • ) :v11,.. "f'�''. . , . Y - : „witik'it'' ....„. .„ „.„.,. . ', ,,,J t'R 'r *".i,Y*, "ET+.. " .. +M4 •�I •� ':..rN' - !' t;tit _ - .-, , , T r , .. „ • • .. ,, ---. 21. : i8r. . '''':":-..F,--"•' .. ter, ti. ..:,,4 Y :#' . • ...iff, p ,. « nirn',;'.' •_ S .1 ` I IP .rY 0.it, , * .,. a ‘ fir.. J )IM '1R 'fid( 91 ,1,10-1 , 6, , tH * -' ' ' : ''' ' #lr''' . '' ' ' 14.6*)' ' * :.' .::T:''''.4 '''' ♦ i� . ,. . 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' _ J r i.' •S'' I,. .J:11 4140' L , 44 r V . 411 0 EXHIBIT B PROCEDURES FOR CONDUCT OF CONTRACTORS 1397888v.2 300790743.3 411 411 „\\ er esf\N Paos : 2275 W. 25th Street• San Pedro • CA 90732 •Phone (310) 547-4403 •Fax 310 547-4405 • Procedures for Contractors, Vendors & Dealers Working for Residents Within the Community Dear Contractors, Vendors and Dealers: We appreciate the work you are doing in our Community. In order to insure a good relationship with all of our residents, we request that all contractors, vendors and dealers (hereinafter collectively referred to as contractors) please follow these guidelines while working in our Community. The hours of work and these guidelines are subject to change, so please contact Community Management before beginning any work. Dealers: Please be aware that we have additional guidelines for new homes and that homesites require landscaping in accordance with our Rules & Regulations. 1. Work Hours at this Community are limited to: Monday thru Friday 8:00 am to 5:00 pm Saturdays 9:00 am to 5:00 pm Sundays & Holidays NO WORK IS ALLOWED (except in the case of an emergency). Our list of Holidays is: January 1st, President's Day, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day and the Friday after Thanksgiving, December 24th, December 25th and December 31St. If a Holiday falls on a Saturday, then the preceding Friday will be considered the Holiday date. If a Holiday falls on a Sunday, then the following Monday will be considered the Holiday date. 2. No heavy equipment (bulldozers, bobcats, heavy dump trucks or large dumpsters) allowed without first obtaining permission from the Community Manager. 3. Contractors must unload equipment and supplies they will be using and move their vehicles to visitor parking. Unless approved in advance in writing by management, no parking is allowed on Community streets. 4. All building material must be hauled away at the completion of the job. No building materials or debris can be put into our dumpsters. Building materials cannot be stored, even temporarily on the streets. 5. No loud radios or music, or excessive or constant tool noise. 6. Work must be finished within 90 days of start of project unless extended by management. 7. Homesites must be kept clean every day as work is being done. 8. Please do not place materials or debris on neighboring homesites and please do not walk/park on neighboring homesites/driveways. 9. Contractors cannot use the utilities from neighboring homesites for any work they do in the Community. 10. Please keep our streets clean at all times. If your work causes mud or other debris to build up on the streets, please contact the Managers for advice on how to clean the streets. (over) Proud to be a part of the Vedder Communities Rancho Alipaz San Juan Capistrano The Colony Oxnard Lakefront Lakeside C. Napa Valley Napa Royal Palms Catr,�l City Vista Del Lago stops Walley Alta Laguna Rancho Cucamonga Heritage Tereecuta LemonWood Ventura rn Palos Verdes Shores San Pedro Friendly Village sire,Walley Friendly Village ing west cov. Rancho Caballero Riverside Friendly Village La Hat. Friendly Village Modesto Pembroke Downs chino Vallecito Newbury Park Victor Villa via�ale 1110 11. No washing of cement or paints into streets. 12. Contractor and contractor's employees shall wear shirts, pants or shorts, and shoes at all times. 13. It is the resident/contractor's responsibility to make sure that work is done according to all applicable laws, including Title 25 of the California Code of Regulations and that all appropriate and required permits are obtained from governmental agencies including the California Department of Housing and Community Development. 14. No one should ever work on any of the Community's utility systems, including the electrical pedestal, and the water and gas riser and related devices, including the wiring of "pigtails" bypassing the electrical meter. 15. If you have any questions, please contact the Community Manager.