General Convention of the New Jerusalem in the United States of America dba Wayfarers Chapel - FY2024-05801203.0023/983510.11 Page 1 of 6 Pages
LIMITED LICENSE FOR ENTRY AND STORAGE AGREEMENT
THIS LIMITED LICENSE TO ENTER AND STORE BUILDING MATERIALS AGREEMENT (this
“Agreement”), dated as of June 26, 2024 (“Agreement Date”) is made and entered into by and between
the CITY OF RANCHO PALOS VERDES, a municipal corporation organized under the laws of the
State of California ("City") and General Convention of the New Jerusalem in the United States of
America, a non-profit corporation formed in the state of Illinois and authorized to operate in California, d/b/a
Wayfarers Chapel ("Wayfarers"). City and Wayfarers are sometimes hereinafter individually referred to as
a “Party” and jointly as the “Parties”.
RECITALS
A.City owns the real property located at 30940 Hawthorne Blvd located in the City of Rancho Palos Verdes,
State of California (comprised of APNs 7573-002-913 & 7573-002-908) improved with certain buildings
including the Rancho Palos Verdes City Hall and related government facilities and a parking lot, all as
legally described and depicted on attached Exhibit A (“City Property”).
B.Wayfarers is the owner and operator of Wayfarers Chapel (“Chapel”) located at 5755 Palos Verdes Drive
South, Rancho Palos Verdes, California 90275 which was listed on the National Register of Historic Places
in 2005 as a National Historic Landmark because of its distinctive architecture and engineering having
been designed by renowned architect Frank Lloyd Wright, Jr. As used in this Agreement, “Chapel” includes
both the distinctive chapel building as well as surrounding structural elements such as (but not limited to)
the stone bell tower.
C.The Chapel is located within the boundaries of the Portuguese Bend Landslide Complex. The Portuguese
Bend landslide has accelerated at an unprecedented rate and is dramatically impacting the Chapel
structure, campus and surrounding area and hence the ability to operate the Chapel on an ongoing basis.
Wayfarers is committed to preserving the historic chapel and giving it a resilient future. Constrained by
nature and the rapidly moving landslide, Wayfarers is carefully “deconstructing” (disassembling) the
Chapel to preserve as many materials (many of which are no longer being made or available) as possible
for a future careful and thoughtful rebuilding of the Chapel in an alternative location to be identified in the
future.
D.After consideration of all facts reasonably available regarding the status of the landslide within the
Portuguese Bend Landslide Complex, on October 3, 2023, the City Council proclaimed the existence of a
state of local emergency within the Landslide Complex. The state of emergency was extended, as required
by statute, on November 14, 2023, December 19, 2023, February 6, 2024, March 19, 2024, and May 7,
2024.
E.Wayfarers requires a secure location to store the disassembled Chapel materials until such time the
Chapel may be rebuilt at a new stable location.
F.City has determined it is in public interest of the City and its residents to assist Wayfarers in the
preservation of this National Historic Landmark and has therefore agreed to grant Wayfarers a license to
access the City Property to store the disassembled Chapel materials at a designated location (“Site”) on
the City Property, as depicted on Exhibit A.
TERMS
NOW, THEREFORE, for good and valuable consideration, City and Wayfarers hereby agree as
follows:
1.Grant of License. Subject to the terms of this Agreement, City grants to Wayfarers, at Wayfarers’ sole
cost, expense and risk, a license to enter City Property for the limited purposes of transporting and storing the
disassembled Chapel materials (the “License”) on up to five-thousand square feet (5000 SF) within the area
depicted on the Site Map attached hereto as Exhibit A. Wayfarers and the City shall determine the actual
square footage that is the subject of the License (the “Actual Storage Area”) within five days after Wayfarers
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commences storage of any Chapel materials on the Site, provided that from time to time (but no more
frequently than monthly) Wayfarers may enlarge or reduce the Actual Storage Area based on the addition or
removal of components of the Chapel (but in no event to an area larger than the Site), and at such time
Wayfarers and the City shall determine the adjusted actual square footage. City shall have the right, at its
option, to have an employee present at all times of entry onto the City Property and the Site by Wayfarers, its
agents, employees or contractors; provided, however, the City and its employees shall have no right to access
storage containers or interact with the stored materials, unless the City determines that access is necessary
to address an immediate public health and safety emergency. Wayfarers does not anticipate needing access
to electrical or water utilities; however, the City will reasonably consider occasional or “de minimus” requests
by Wayfarers to access electricity (via a suitable extension line from the City storage yard) or water (via a
suitable hose from the City storage yard) from time to time, at no additional cost to Wayfarers.
2. Base Rent and Expense Reimbursement. The annual license fee for the Term (as defined in Section
7) shall be $1.00/SF/year times the square footage of the Actual Storage Area subject to one adjustment in
the amount of the annual rent per calendar year to reflect the size of the Actual Storage Area at the time of the
adjustment, prorated if Wayfarers commences or terminates its exercise of the License on any day other than
the first day of a month, and made in equal monthly payments payable on the first of each month. Base rent
may be subject to periodic CPI (Los Angeles area – All Urban Consumers) increases at City’s discretion, but
no more frequently than annually. Wayfarers’ shall make license fee payments to the City’s Department of
Finance by the methods agreed to between Wayfarers and the Department of Finance. In addition to its
payment of the License Fee, Wayfarers shall reimburse the City for any reasonable and actual expenses
incurred by the City related to or arising out of Wayfarers storage of Chapel materials at the Site pursuant to
the terms of this License, including but not limited to, staff time, third party vendor costs and attorneys fees
and costs. Wayfarers shall reimburse the City for these costs within thirty (30) days of the City providing an
invoice or invoices to Wayfarers.
3. Use of Site . Wayfarer may use the Site for storing the disassembled Chapel materials and for no
other purpose without the prior written consent of City in City’s sole and absolute discretion.
4. Storage and Security Fencing. Wayfarers shall pay for and install at the Site any storage containers
and security fencing necessary to safely protect and secure any of the disassembled Chapel materials or other
personal property stored at the Site. Wayfarers must obtain the City’s approval, not to be unreasonably
withheld, as to the location and installation of these storage containers and security fencing.
5. Notice Prior to Entry. Prior to the initial entry onto City Property, Wayfarers shall provide the certificate
of insurance pursuant to Section 8. After the initial period of delivery and storage set-up, anticipated to last 10
weeks, prior to each proposed entry, Wayfarers shall provide City with written (which may be email) or
telephonic request which shall include the date(s) and time(s), the specific purpose of intended entry, and the
names and affiliations of the persons entering City Property. The request shall be directed to the City’s
Maintenance Superintendent (310-544-5220) email: publicworks@rpvca.gov and clearly indicate that the
request is for access to the Site. If the request is for access to the Site on Monday through Friday between 8
a.m. to 4 p.m., Wayfarers shall make the request at least 24 hours prior to the date and time of the requested
access to the Site. If the request is for access to the Site at any other time, Wayfarers shall make the request
at least 72 hours prior to the date and time of the requested access to the Site, in such event Wayfarers shall
be charged the actual cost to the City of having a City employee at the City Property to provide access to the
Site.
Upon entry, Wayfarers shall conduct all activities on City Property, including at the Site, in a diligent,
expeditious, and safe manner, and shall not allow any dangerous or hazardous conditions to exist on City
Property at any time including after completion of the use of the Site. Wayfarers is permitted to access City
Property, including the Site, only during normal City business hours, unless the City provides permission in
writing to enter the City Property and Site at times outside of normal City business hours.
6. Indemnity and Waiver of Liability. Wayfarers agrees to indemnify, and hold City and each of its
respective officials, officers, employees and representatives free and harmless from and against any and all
losses, damages (whether general, punitive or otherwise), liabilities, claims (including, but not limited to,
mechanic lien claims), causes of action (whether legal, equitable or administrative), judgments, court costs
and legal or other expenses (including attorneys' fees and costs) which City may suffer or incur as a
consequence of Wayfarer’s exercise of the license granted by this Agreement or any act or omission by
Wayfarers, any contractor, subcontractor or other person or entity acting by or under Wayfarers direction or
authority arising out of or related to Wayfarers storage of any and all disassembled Chapel materials at the
01203.0023/983510.11 Page 3 of 6 Pages
Site, except to the extent that any of the foregoing arise from the gross negligence or willful misconduct of any
indemnified party. In addition, as material consideration to City, Wayfarers waives all claims against City for
damage to the disassembled Chapel materials or other personal property stored at the Site as well to vehicles,
equipment or upon or about the City Property including the Site, except to the extent arising from the gross
negligence or willful misconduct of any indemnified party.
7. Term and Termination. This Agreement shall remain in full force and effect until the Agreement is
terminated pursuant to the following provisions. Except as set forth herein, either Wayfarers or City may
terminate this Agreement at any time by providing one hundred twenty (120) days’ prior written notice of such
election to terminate to the other Party, provided, however that Wayfarers’ obligations under Sections 2, 3, 4 ,
6 and 7 as well as Sections 8 through 19, inclusive, shall survive termination. Notwithstanding the forgoing,
Wayfarers may not elect to terminate this Agreement other than in conjunction with the planned removal of all
disassembled Chapel materials, storage containers or security fencing on the Site. Upon City’s written
confirmation that Wayfarers has removed all of the disassembled Chapel materials from the Site and City
Property and removed all of its storage containers and security fencing and returned the Site to substantially
the condition it was in prior to Wayfarers initial entry onto City Property, this Agreement shall terminate.
8. Insurance. During the term of this Agreement, Wayfarers shall maintain in full force, at its own
expense, and deliver to City (i) evidence of workers' compensation insurance (or state approved self-
insurance) on all persons entering City Property in the amounts required by the State of California; and (ii) a
certificate of insurance from a reputable insurer licensed to do business in the State of California evidencing
that Wayfarers has procured and paid premiums for an all-risk public liability insurance policy written on a per
occurrence and not claims made basis in a combined single limit of not less than TWO MILLION DOLLARS
($2,000,000) which insurance names the City as an additional insured.
9. Assignment. Wayfarers may not assign this Agreement or any of its rights or obligations to any third
party or entity without the prior written consent of City which may be withheld in their sole and absolute
discretion. Notwithstanding the foregoing, Wayfarers and its licensed contractors may enter the City Property
and perform activities at the Site consistent with the limitations set forth in Section 4 but Wayfarers shall remain
fully liable for all acts of such contractors.
10. Notices. Any notices, demands or communications under this Agreement between the Parties shall be
in writing, and may be given either by (i) personal service, (ii) overnight delivery, or (iii) mailing via United States
mail, certified mail, postage prepaid, return receipt requested (“US Mail”), addressed to each Party as set forth on
the signature page of this Agreement or such other address as may be furnished in writing by a party, and such
notice or communication shall, if properly addressed, be deemed to have been given as of the date so deli-
vered, or three (3) business days after deposit into the U.S. Mail.
11. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as
if such invalid or unenforceable term had never been included.
12. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the
State of California. If any legal action is necessary to enforce the terms and conditions of this Agreement, the
parties agree that a court of competent jurisdiction in Los Angeles County shall be the sole venue and
jurisdiction for the bringing of such action.
13. Legal Fees and Costs. In the event of any litigation or other legal proceeding including, but not limited
to, arbitration or mediation between the parties arising from this Agreement, the prevailing Party will be entitled
to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses (including
attorney’s fees) incurred in the proceeding.
14. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement supersedes all prior agreements and understandings between
the Parties with respect to the subject matter of this Agreement.
15. Construction. In determining the meaning of, or resolving any ambiguity with respect to, any word,
phrase or provision of this Agreement, no uncertainty or ambiguity shall be construed or resolved against a
party under any rule of construction, including the party primarily responsible for the drafting and preparation
of this Agreement. Headings used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.
01203.0023/983510.11 Page 4 of 6 Pages
16. Qualification; Authority. Each individual executing this Agreement on behalf Wayfarers represents,
warrants and covenants to City that (a) such person is duly authorized to execute and deliver this Agreement
on behalf of such entity in accordance with authority granted under the organizational documents of such entity,
and (b) such entity is bound under the terms of this Agreement.
17. Modifications in Writing. Any modification or amendment of any provision of this Agreement must
be in writing and bear the signature of the duly authorized representatives of Wayfarers and City.
18. No Waiver. The failure of a Party to enforce any term, covenant, or condition of this Agreement on the
date it is to be performed shall not be construed as a waiver of that Party’s right to enforce this, or any other,
term, covenant, or condition of this Agreement at any later date or as a waiver of any term, covenant, or
condition of this Agreement.
19. No Third Party Beneficiaries. This Agreement is only between the Parties, and is not intended to be
nor shall it be construed as being for the benefit of any third party.
20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original but all of which shall be deemed but one and the same instrument, and a facsimile copy
of such execution shall be deemed an original.
21. Incorporation of Recitals and Exhibit. The Recitals and Exhibit “A” are hereby incorporated into the
Agreement and made a part thereof by this reference.
[signatures on next page]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the
dates hereinafter respectively set forth.
"WAYFARERS"
General Convention of the New Jerusalem in the
United States of America, a non-profit corporation
formed in the state of Illinois and authorized to
operate in California, d/b/a Wayfarers Chapel
By:/~ DaBurc ett,ExecutiveOirector
Address for Notice:
Robert Carr
725 Euclid Avenue
San Francisco, CA 94118
Email: rocarr@gmait.com
with a copy to:
Baker Botts L.L.P.
, 2024
101 California Street, Suite 3200
San Francisco, CA 94111
Attn: Jeff Wutzke
Email: jeff.wutzke@bakerbotts.com
"CITY"
CITY OF RANCHO PALOS VERDES, a California
municipal corporation
'1Q-ge_r __
Dated: lo l 2.Lp • 2024
Address for Notice:
City Clerk
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
01203.0023/983510.9 Page 5 of 4 Pages
01203.0023/983510.11 Page 6 of 6 Pages
EXHIBIT A
CITY PROPERTY AND SITE
PROPOSED STORAGE AREA
APPROXIMATELY 5,000 SF
CITY STORAGE YARD
CITY HALL COMPLEX
GATED ENTRANCE TO CITY YARD