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CC SR 20160606 H - Slope Easement License Agmt 5903 Clint PlaceRANCHO PALOS VERDES CITY COUNCIL AGENDA REPORT AGENDA DESCRIPTION: MEETING DATE: 06/06/2016 AGENDA HEADING: Consent Calendar Consideration and possible action to approve a license agreement to allow modifications within the City's slope easement at 5903 Clint Place. RECOMMENDED COUNCIL ACTION: (1) Consider and approve the attached license agreement, thereby allowing modifications within the City's slope easement at 5903 Clint Place. FISCAL IMPACT: None Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A nF ORIGINATED BY: So Kim, Senior Planner AC REVIEWED BY: Ara Mihranian, AICP, Director of Community Development:: APPROVED BY: Doug Willmore, City Manager,- r1 ATTACHED SUPPORTING DOCUMENTS: A. 2016 Amended License Agreement (page A-1) B. 2011 Council -Approved License Agreement (page B-1) BACKGROUND AND DISCUSSION: On November 26, 1996, the Planning Commission approved Parcel Map No. 24297, thereby allowing the subdivision of a single lot into two separate lots, 5901 and 5903 Clint Place. As part of the approved subdivision, the pre-existing slope easement on the downslope portion of 5903 Clint Place, intended for the potential future extension of Mossbank Drive, was relocated so that development on the site would not conflict with the easement. On June 28, 2011, the Planning Commission conditionally approved a request to construct a new residence with related grading at 5903 Clint Place (Case No. ZON2011-00458). A portion of the approved grading allowed for lowering the existing grade, thereby creating a flat area around the perimeter of the new building footprint, with the rear area entirely within the existing slope easement. The main residence and ancillary structures were not allowed within the City's slope easement area except a perimeter or safety fence or other safety equipment as required and approved by the Building and Safety Division. The project approval was contingent on a condition that the City Council approve a license agreement to allow grading within the City's slope 1 easement. Subsequently, on August 2, 2011, the City Council approved a License Agreement, thereby allowing the applicant to access and grade over the slope easement area as depicted in `Exhibit B' of the attached 2011 License Agreement (Attachment B, page B-8). Since that time, the applicant obtained a Building Permit and the project is currently under construction. The applicant is now requesting the City's approval to modify the yard improvements with the construction of a new fountain, water features, planters, air conditioning unit, spa, bar area, and sunken seating area, and the relocation/redesign of the pool, relocation of pool equipment, and relocation of stairways. The applicant is also requesting to minimally reduce the square footage of the new residence by pushing back the front fagade by 1' in depth across the entire width of the home. The Commission -approved grading quantity will remain the same since the earthwork will be redistributed over the approved project area. While these changes, per the 2011 Conditions of Approval, can be approved by the Director as minor modifications to the Commission -approved project, the proposed changes within the City's easement area require an amendment to the 2011 Council -approved License Agreement. The proposed changes within the City's easement area include reconfiguring the rear yard, thereby reducing the area to be graded by nearly a third; lowering the finished grade by a few feet for a portion of a sunken seating area in the easterly corner; and installing raised planters along the rear fagade of the new residence. In summary, the proposed request will reduce the disturbed area within the City's slope easement by nearly a third in comparison to what was authorized by the City Council in 2011. CONCLUSION: Based on the discussion above, Staff believes that the proposed changes within the City's slope easement area are minor since the total disturbed area will be reduced from what was authorized by the City Council in 2011. Therefore, Staff recommends that the City Council approve the proposed amendment to the license agreement for 5903 Clint Place (Attachment A). ALTERNATIVES: In addition to the Staff recommendation, the following alternative actions are available for the City Council's consideration: 1. Deny the requested amendment to the existing License Agreement for 5903 Clint Place; or, 2. Provide the applicant with direction to further minimize the improvements located within the City's slope easement. 2 LICENSE AGREEMENT FOR ACCESS AND GRADING THIS LICENSE AGREEMENT FOR ACCESS AND GRADING ("Agreement") is made and entered into on this 6th day of June, 2016 ("Effective Date"), by and between Robin Vandeveer, an individual ("Licensee"), and the City of Rancho Palos Verdes, a California municipal corporation ("Licensor"), collectively known as the "Parties." WITNESSETH: WHEREAS, Licensee is the owner of certain real property located at 5903 Clint Place, Rancho Palos Verdes, California 90275 (Assessor's Parcel Number 7578-015-036) ("Property"); WHEREAS, Licensor owns a slope easement on the northerly portion of the Property, as generally depicted in plan attached hereto as Exhibit A and incorporated herein by this reference ("Slope Easement"); WHEREAS, by lowering the exiting grade, a new top of slope will be created at a lower elevation on the Property and, as a result, a flat area will be created around the perimeter of the new building footprint, with the northern portion entirely within the Slope Easement; WHEREAS, City staff has determined that Licensee's proposed grading within the Slope Easement will have no impact to the potential expansion of Mossbank Drive, which was the intended goal of the Slope Easement; WHEREAS, Planning Commission Resolution No. 2011-23 ("Resolution") approves a height variation, grading permit, variance and revision to Grading Permit No. 1844, subject to certain conditions of approval; WHEREAS, condition 14 in the Resolution's conditions of approval requires a license agreement, approved by the City Council of the City, which allows the Licensee to grade within the Slope Easement; WHEREAS, on August 2, 2011 the City Council of the City approved a License Agreement which allowed Licensee to grade within the Slope Easement; WHEREAS, Licensee has proposed a revision to the layout of the yard space and improvements in the Slope Easement, including reconfiguration of the rear yard area resulting in reduced grading/excavation area by nearly a third, lowering the finished grade by a few feet for a portion of a sunken seating area in the easterly corner, and installing raised planters along the rear fagade of the new residence; WHEREAS, Licensee's proposed improvements and grading within the Slope Easement differ from those approved by the City Council in the August 2, 2011 License Agreement; 01203.0005/298213.1 1378232-2 A-1 WHEREAS, Licensor is willing to grant Licensee a non-exclusive, revocable license for access to and use of the Slope Easement, as more particularly described in this Agreement, in connection with grading approved in the Resolution. AGREEMENT NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensee and Licensor hereby covenant and agree as follows: 1. License and Restrictions. 1.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants a non-exclusive license (the "License") to Licensee and its agents, employees and contractors for the exclusive purpose of access to and grading of the Slope Easement in the grading area not to exceed the area as shown on the plan, which is attached hereto as Exhibit B and incorporated herein by this reference ("Plan"). 1.2 Licensor shall retain a licensed contractor to perform the work described herein. 1.3 No primary or accessory structures shall be allowed in the Slope Easement except a perimeter or safety fence or other safety paraphernalia, as required and approved by the City's Building and Safety Division. 1.4 Licensee and its agents, employees and contractors may bring equipment and other materials onto the Slope Easement in connection with the License purpose stated in Section 1.1 of this Agreement. 1.5 Licensee and its agents, employees and contractors shall not conduct any activity in the Slope Easement other than in connection with the License purpose stated in Section 1.1 of this Agreement. Licensee and its agents, employees and contractors shall not use the Slope Easement 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 Slope Easement, whether now in force or hereafter enacted or promulgated. Licensee and its agents, employees and contractors shall not grant any party other than the Licensor or the Licensee and its agents, employees and contractors the right to occupy or use the Slope Easement. 2. Grading and Compaction. In consideration for the License, Licensee hereby agrees to grade on the Slope Easement in accordance with the approved Plan. 3. Term of License. The License shall remain in full force and effect from the Effective Date until the completion of the grading work, as evidenced by the City's final approval thereof, and in any case by the expiration date of the permit issued by the City's Building and Safety Department, unless this Agreement is sooner terminated pursuant to Section 9 of this Agreement or is amended by the Parties in accordance with Section 14 of this Agreement. 01203.0005/298213.1 1378232-2 A-2 4. Access to Slope Easement by Licensor. Licensee agrees that Licensor and its representatives shall have access to the Slope Easement as necessary to verify compliance with the provisions of this Agreement. These access rights are in addition to any right of access of Licensor pursuant to its ownership of the Slope Easement, its Municipal Code, or otherwise. 5. Liens. Licensee and its agents, employees and contractors shall not suffer or permit to be enforced against the Slope Easement, any mechanics', materialmen's, contractors' or subcontractors' liens or any claim for damage arising from the License work, and Licensee 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 Slope Easement. 6. Payment of Claims. In addition to, and not in limitation of, Licensor's other rights and remedies hereunder, should Licensee fail within twenty (20) days of a request from Licensor either (a) to pay and discharge any lien, claim or demand as provided in Section 5, or (b) to protect, indemnify, defend and hold Licensee free and harmless as provided in Section 8, then, in any such case, Licensor 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 Licensor in connection therewith (including reasonable attorneys' fees) shall be paid to Licensor by Licensee upon demand, together with interest thereon at the maximum rate permitted by law from the date paid by Licensor until repaid by Licensee. 7. Assumption of Risk. Licensee shall inspect the Slope Easement prior to its use and shall accept the Slope Easement for its use in an "as is" condition. Licensee shall exercise its privileges hereunder at its own risk and its own expense, assuming full responsibility for all risks incidental to the performance of this Agreement and the use of the Slope Easement. Licensor assumes no responsibility whatsoever for the safe condition, security or maintenance of the Slope Easement, nor for the protection of persons and property thereon, and during the term of this License, Licensee shall be solely responsible for maintenance and security of the Slope Easement or changes in the condition of the Slope Easement caused by or arising from: (i) any activity, use or performance by Licensee or its contractors, agents or employees under this Agreement; or (ii) any activity, use or performance by Licensee or its contractors, agents or employees on or in the Slope Easement. 8. Indemnity. Licensee hereby agrees to protect, indemnify, defend and hold Licensor and its employees, members, contractors, representatives, officers, directors and agents (collectively, "Licensor 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 Licensor Indemnitees may become exposed or which Licensor Indemnitees may incur in connection with Licensee and its agents, employees and contractors exercising their rights and performing their obligations hereunder (collectively, "Losses"). Notwithstanding the foregoing, it is the intent of Licensor and Licensee that Licensee shall be liable to Indemnify Licensor Indemnitees under this Section irrespective of the cause of the Losses (i.e., regardless of whether or not caused by any act, omission, willful misconduct or negligent conduct, whether active or passive, of Licensee, or otherwise), except to the extent that the Losses are caused by the sole negligence or willful misconduct of Licensor Indemnitees. Notwithstanding anything to the contrary contained herein, 01203.0005/298213.1 1378232-2 A-3 the provisions of this Section shall survive the termination of the License for one (1) year except as to claims made and pending at such time (collectively, the "Indemnified Losses"). 9. Default and Termination. In the event of any default under the Resolution or under the Agreement, the party not in default may declare a default and termination of this Agreement by written notice to the defaulting party, which default and termination shall be effective on a date to be stated in such notice, which date shall not be less than ten (10) days after mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. Any necessary restoration of the Slope Easement subsequent to the effective date of termination shall be in conformance with Section 10 below, which shall survive the termination of this Agreement. 10. Removal and Restoration. If this Agreement expires or is terminated for any reason prior to completion of the grading work, Licensee shall, in the sole discretion of Licensor and upon written notice from Licensor, and at the sole expense of Licensee, and within such reasonable period of time determined in writing by the City's Community Development Director, complete the grading work to the extent necessary to leave the Slope Easement in a safe and stable condition, including but not limited to completion of any necessary retaining walls and any measures that are needed to prevent erosion, and remove all equipment and personal property from the Slope Easement. If Licensee is obligated pursuant to this Section and fails to complete the grading work to the extent necessary to leave the Slope Easement in a safe and stable condition and/or to remove all equipment and personal property from the Slope Easement, after notification by Licensor, Licensor is authorized to complete the grading work and/or remove all equipment and personal property from the Slope Easement. In that event, Licensee shall reimburse Licensor for all costs incurred by Licensor, within ten (10) days of receipt of a written demand therefore from Licensor. This Section shall survive the termination of this Agreement. 11. Maintenance. During the term of the License, Licensee shall, at its sole risk and expense, maintain the Slope Easement, provide security as necessary, and keep the Slope Easement in a safe, clean and sanitary condition at all times. 12. No Estate. This Agreement provides only a right of use of temporary duration and does not give Licensee any added interest, title, estate or right of any kind or extent whatsoever, whether legal or equitable prescriptive or otherwise, in the Slope Easement, no matter how much money is expended on the Slope Easement nor how long this Agreement runs. Neither a partnership nor a joint venture is in any way intended by this Agreement. Licensee agrees that it will not claim at any time any interest, estate or right in the Slope Easement by virtue of this Agreement or by virtue of Licensee's occupancy, use or expenditures under this Agreement. 13. Titles. The titles used in this Agreement are for general reference only and are not part of the Agreement. 14. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Licensor and Licensee and supersedes all prior negotiations, representations or agreements, either written 01203.0005/298213.1 1378232-2 or oral. This Agreement may be modified or amended, or provisions or breach may be waived, only by subsequent written agreement signed by both parties. 15. 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. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. 16. Assignment. Neither this Agreement nor any part thereof shall be assigned by Licensee without the prior written consent of the Licensor. Any such purported assignment without written consent shall be null and void, and Licensee shall hold harmless, defend and indemnify Licensor and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. 17. Notices. Except as otherwise required by law, any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Licensor's regular business hours or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other: To Licensor: Ara Mihranian Director of Community Development City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To Licensee: Robin Vandeveer 236 The Strand Hermosa Beach, CA 90254-5056 18. 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. 19. Attorneys' Fees. Should Licensor or Licensee 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, including, without limitation, reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding. 01203.0005/298213.1 1378232-2 A-5 20. 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. 21. 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. 22. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 23. Non -Waiver of Terms, Rights and Remedies. Licensor's waiver of one or more terms or conditions of this Agreement is not a waiver of breach or other terms or conditions of this Agreement, or of a subsequent breach of the terms or conditions waived. 24. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 25. 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. Licensee 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, Licensor and Licensee have caused this Agreement to be executed and sealed on the Effective Date. CITY OF RANCHO PALOS VERDES ("Licensor") Mayor ATTEST: By: City Clerk 01203.0005/298213.1 1378232-2 1 o ROBIN VANDEVEER ("Licensee") C Print: 01203.0005/298213.1 1378232-2 A-7 EXHIBIT A LICENSE AGREEMENT AREA APPROVED ON AUG. 2. 2011 BY THE CITY COUNCIL y S i 5 y1 14 \ S S5 5r- � a yt 2 5 , 1 S _ `t t - , 4 srf ` t • i t L 1— fir ti "License Agreemer�4 Area _ ' •a yloa ---------- Slope Easement 01203.0005/298213.1 1378232-2 A-8 EXHIBIT B AMENDED LICENSE AGREEMENT AREA i 1 Y 4h Irl ss Y, I I 1. y.. .r r r h � \ A r f, � a JJjJr! I r M .I ti EXHIBIT B AMENDED LICENSE AGREEMENT AREA � � r j c., { >--i"'icense-Agreement Area -� k _ r- \-400~ 4 }4 r A Slope Easement 01203.0005/298213.1 1378232-2 A-9 ss F 1. y.. .r h � \ A � � r j c., { >--i"'icense-Agreement Area -� k _ r- \-400~ 4 }4 r A Slope Easement 01203.0005/298213.1 1378232-2 A-9 0 • LICENSE AGREEMENT FOR ACCESS AND GRADING THIS LICENSE AGREEMENT FOR ACCESS AND GRADING ("Agreement") is made and entered into on this 2nd day of August, 2011 ("Effective Date"), by and between Robin Vandeveer, an individual ("Licensee"), and the City of Rancho Palos Verdes, a California municipal corporation ("Licensor"), collectively known as the "Parties." WITNESSETH: WHEREAS, Licensee is the owner of certain real property located at 5903 Clint Place, Rancho Palos Verdes, California 90275 (Assessor's Parcel Number 7578-015-036) ("Property"); WHEREAS, Licensor owns a slope easement on the northerly portion of the Property, as generally depicted in plan attached hereto as Exhibit A and incorporated herein by this reference ("Slope Easement"); WHEREAS, by lowering the exiting grade, a new top of slope will be created at a lower elevation on the Property and, as a result, a flat area will be created around the perimeter of the new building footprint, with the northern portion entirely within the Slope Easement; WHEREAS, City staff has determined that Licensee's proposed grading within the Slope Easement will have no impact to the potential expansion of Mossbank Drive, which was the intended goal of the Slope Easement; WHEREAS, Planning Commission Resolution No. 2011-23 ("Resolution") approves a height variation, grading permit, variance and revision to Grading Permit No. 1844, subject to certain conditions of approval; WHEREAS, condition 14 in the Resolution's conditions of approval requires a license agreement, approved by the City Council of the City, which allows the Licensee to grade within the Slope Easement, and the Parties intend for this Agreement to fulfill that requirement; and WHEREAS, Licensor is willing to grant Licensee a non-exclusive, revocable license for access to and use of the Slope Easement, as more particularly described in this Agreement, in connection with grading approved in the Resolution. AGREEMENT NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensee and Licensor hereby covenant and agree as follows: 1378232-2 As 0 • License and Restrictions. 1.1 Subject to the terms and conditions of this Agreement. Licensor hereby grants a non-exclusive license (the "License") to Licensee and its agents, employees and contractors for the exclusive purpose of access to and grading of the Slope Easement in the grading area not to exceed the 1072 elevation, as shown on the plan prepared on June 14, 2011, which is attached hereto as Exhibit B and incorporated herein by this reference ("Plan"). 1.2 Licensor shall retain a licensed contractor to perform the work described herein. 1.3 No primary or accessory structures shall be allowed in the Slope Easement except a perimeter or safety fence or other safety paraphernalia, as required and approved by the City's Building and Safety Division. 1.4 Licensee and its agents; employees and contractors may bring equipment and other materials onto the Slope Easement in connection with the License purpose stated in Section 1.1 of this Agreement. 1.5 Licensee and its agents, employees and contractors shall not conduct any activity in the Slope Easement other than in connection with the License purpose stated in Section 1.1 of this Agreement. Licensee and its agents, employees and contractors shall not use the Slope Easement 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 Slope Easement, whether now in force or hereafter enacted or promulgated. Licensee and its agents, employees and contractors shall not grant any party other than the Licensor or the Licensee and its agents, employees and contractors the right to occupy or use the Slope Easement. 2. Grading and Compaction. In consideration for the License, Licensee hereby agrees to grade on the Slope Easement in accordance with the approved Plan. 3. Term of License. The License shall remain in full force and effect from the Effective Date until the completion of the grading work, as evidenced by the City's final approval thereof, and in any case by the expiration date of the permit issued by the City's Building and Safety Department, unless this Agreement is sooner terminated pursuant to Section 9 of this Agreement or is amended by the Parties in accordance with Section 14 of this Agreement. 4. Access to Slope Easement by Licensor. Licensee agrees that Licensor and its representatives shall have access to the Slope Easement as necessary to verify compliance with the provisions of this Agreement. These access rights are in addition to any right of access of Licensor pursuant to its ownership of the Slope Easement, its Municipal Code, or otherwise. 5. Liens. Licensee and its agents, employees and contractors shall not suffer or permit to be enforced against the Slope Easement, any mechanics', materialmen's, contractors' or subcontractors' liens or any claim for damage arising from the License work, and Licensee shall pay, or cause to be paid, all of such liens, claims or deinands before any action is brought to enforce the same against the Slope Easement. 1378232-2 6. Payment of Claims. In addition to, and not in limitation of, Licensor's other rights and remedies hereunder, should Licensee fail within twenty (20) days of a request froin Licensor either (a) to pay and discharge any lien, claim or demand as provided in Section 5, or (b) to protect, indemnify, defend and hold Licensee free and harmless as provided in Section 8, then, in any such case, Licensor 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 Licensor in connection therewith (including reasonable attorneys' fees) shall be paid to Licensor by Licensee upon demand, together with interest thereon at the maximum rate permitted by law from the date paid by Licensor until repaid by Licensee. 7. Assumption of Risk. Licensee shall inspect the Slope Easement prior to its use and shall accept the Slope Easement for its use in an "as is" condition. Licensee shall exercise its privileges hereunder at its own risk and its own expense, assuming full responsibility for all risks incidental to the performance of this Agreement and the use of the Slope Easement. Licensor assumes no responsibility whatsoever for the safe condition, security or maintenance of the Slope Easement, nor for the protection of persons and property thereon, and during the term of this License, Licensee shall be solely responsible for maintenance and security of the Slope Easement or changes in the condition of the Slope Easement caused by or arising from: (i) any activity, use or performance by Licensee or its contractors, agents or employees under this Agreement; or (ii) any activity, use or performance by Licensee or its contractors, agents or employees on or in the Slope Easement. 8. Indemnity. Licensee hereby agrees to protect, indemnify, defend and hold Licensor and its employees, members, contractots, representatives, officers, directors and agents (collectively, "Licensor 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 Licensor Indemnitees may become exposed or which Licensor Indemnitees may incur in connection with Licensee and its agents, employees and contractors exercising their rights and performing their obligations hereunder (collectively, "Losses"). Notwithstanding the foregoing, it is the intent of Licensor and Licensee that Licensee shall be liable to Indemnify Licensor Indemnitees under this Section irrespective of the cause of the Losses (i.e., regardless of whether or not caused by any act, omission, willful misconduct or negligent conduct, whether active or passive, of Licensee, or otherwise), except to the extent that the Losses are caused by the sole negligence or willful misconduct of Licensor Indemnitees. Notwithstanding anything to the contrary contained herein, the provisions of this Section shall survive the termination of the License for one (1) year except as to claims made and pending at such time (collectively, the "Indemnified Losses"). 9. Default and Termination. In the event of any default under the Resolution or under the Agreement, the party not in default may declare a default and termination of this Agreement by written notice to the defaulting party, which default and termination shall be effective on a date to be stated in such notice, which date shall not be less than ten (10) days after mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. Any necessary restoration of the Slope Easement subsequent to the effective date of termination shall be in conformance with Section 10 below, which shall survive the termination of this Agreement. 1378232-2 10. Removal and Restoration. If this Agreement expires or is terminated for any reason prior to completion of the grading work, Licensee shall, in the sole discretion of Licensor and upon written notice from Licensor, and at the sole expense of Licensee, and within such reasonable period of time determined in writing by the City's Community Development Director, complete the grading work to the extent necessary to leave the Slope Easement in a safe and stable condition, including but not limited to completion of any necessary retaining walls and any measures that are needed to prevent erosion, and remove all equipment and personal property from the Slope Easement. If Licensee is obligated pursuant to this Section and fails to complete the grading work to the extent necessary to leave the Slope Easement in a safe and stable condition and/or to remove all equipment and personal property from the Slope Easement, after notification by Licensor, Licensor is authorized to complete the grading work and/or remove all equipment and personal property from the Slope Easement. In that event, Licensee shall reimburse Licensor for all costs incurred by Licensor, within ten (10) days of receipt of a written demand therefore from Licensor. This Section shall survive the termination of this Agreement. 11. Maintenance. During the term of the License, Licensee shall, at its sole risk and expense, maintain the Slope Easement, provide security as necessary, and keep the Slope Easement in a safe, clean and sanitary condition at all times. 12. No Estate. This Agreement provides only a right of use of temporary duration and does not give Licensee any added interest, title, estate or right of any kind or extent whatsoever, whether legal or equitable prescriptive or otherwise, in the Slope Easement, no matter how much money is expended on the Slope Easement nor how long this Agreement runs. Neither a partnership nor a joint venture is in anyway intended by this Agreement. Licensee agrees that it will not claim at any time any interest, estate or right in the Slope Easement by virtue of this Agreement or by virtue of Licensee's occupancy, use or expenditures under this Agreement. 13. Titles. The titles used in this Agreement are for general reference only and are not part of the Agreement. 14. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Licensor and Licensee and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended, or provisions or breach may be waived, only by subsequent written agreement signed by both parties. 15. 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. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. 16. Assignment. Neither this Agreement nor any part thereof shall be assigned by Licensee without the prior written consent of the Licensor. Any such purported assignment without written consent shall be null and void, and Licensee shall hold harmless, defend and 1378232-2 m-, indemnify Licensor and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. 17. Notices. Except as otherwise required by law, any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Licensor's regular business hours or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other: To Licensor: Joel Rojas, AICP Director of Community Development City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To Licensee: Robin Vandeveer 236 The Strand Hermosa Beach, CA 90254-5056 18. 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. 19. Attorneys' Fees. Should Licensor or Licensee 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, including, without limitation, reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding. 20. 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. 21. 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. 22. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the 1378232-2 09 uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 23. Non -Waiver of Terms, Rights and Remedies. Licensor's waiver of one or more terms or conditions of this Agreement is not a waiver of breach or other terms or conditions of this Agreement, or of a subsequent breach of the terms or conditions waived. 24. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 25. 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. Licensee 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, Licensor and Licensee have caused this Agreement to be executed and sealed on the Effective Date. CIT AT"] By: City Clerk ROBIN VANDEVEER ("Licensee") By: r;f�zl �4� Print: %2olo4, VAr BoGrr 1378232-2 M EXHIBIT A CURRENT SLOPE EASEMENT LINE i • T Yi 6i3r av - ,' Current Slope Easement Line , O' J r !� 1378232-2 B-7 EXHIBIT B PLOT PLAN FOR HOUSE (PRESENTED AT THE JUNE 28TH P.C. MEETING) �—yJR�C - - _.. n: \ _ .......HESE �'.•... ` 4 s I. - r`.,. 50 r; f� License Agreement Area - Ar LY/X, 1 1378232-2 Moo