HomeMy WebLinkAboutC-6072-1 - Jamboree Road, 4311 - Maintenance License AgreementMAINTENANCE LICENSE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND TSG PARCEL 1, LLC
THIS MAINTENANCE LICENSE AGREEMENT (this "Agreement") is entered into
as of this 18th day of July, 2025 (the "Effective Date"), by and between CITY OF
NEWPORT BEACH, a California municipal corporation and charter city (the "City"), and
TSG — PARCEL 1, LLC, a Delaware limited liability company ("Licensee"); and together
with the City, sometimes hereinafter referred to individually as a "Party" or collectively, as
the "Parties").
RECITALS
A. The City owns that certain real property situated in the City of Newport
Beach, County of Orange, State of California, as more particularly described in Exhibit
"A" attached hereto (the "Tract Map"), pursuant to Licensee's dedication thereof to the
City in that certain tract map for Tract No. 17763 recorded June 19, 2015 as Instrument
No. 2015000320061, in Book 937, Pages 17 through 23, inclusive, of Miscellaneous
Maps in the Official Records of Orange County, California (the "Official Records"), as
amended by that certain Tract Map Certificate of Correction recorded February 2, 2016,
as Instrument No. 2016000045179 in the Official Records.
B. The Tract Map reserved unto the owners, its successors and assigns, a
temporary easement over Lot "A" for project construction staging, stockpiling, and
installation of park improvements ("Temporary Construction Easement"), and a
permanent easement for the ongoing maintenance and repair of the park improvements
("Permanent Maintenance Easement"), collectively the "Easements." The Easements
shall be terminated pursuant to a Termination of Easements Agreement to be executed
by and between the Parties and recorded in the Official Records of Orange County,
California, in substantially the same form as attached hereto as Exhibit "B" and
incorporated herein by this reference. This Agreement shall replace the Easements.
C. Licensee has constructed improvements on the property as part of a mixed
use residential development, which consists of up to 1,144 residential units, 11,500
square feet of neighborhood -serving retail space, and two (2) acres of public park space
(collectively referred to as "Uptown Newport Planned Community") to be constructed in
two separate phases. The Phase 1 construction includes a 1.03 acre neighborhood park
(approximately 300 feet wide and 150 feet deep), more commonly known as "Uptown
Newport Park", featuring an activity lawn and concert green, open-air pavilion, barbecue
courtyard, a children's play area, a water feature at the southern entrance of the park, a
restroom structure, and dedicated parking spaces for the park users (collectively, the
"License Area"), as described and depicted in the attached Exhibit "C" incorporated herein
by reference.
D. Licensee expressly acknowledges and agrees that, given its continuous
and exclusive possession and control of the License Area since the date of its dedication
to the City on June 19, 2015 via Instrument NO. 2015000320061 ("Dedication Date"),
Licensee shall indemnify the City for all Claims pursuant to Section 11 below from the
Dedication Date to the effective date of the Assignment pursuant to Section 9.2.
E. The construction and improvements on the License Area are approved and
accepted by City as of the Effective Date of this Agreement.
F. The Parties now desire to have the City grant to Licensee a license for the
ongoing operations, maintenance and repair of the License Area.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. LICENSE
1.1 Grant of Revocable Nonexclusive License for Operation, Maintenance and
Repair. The City hereby grants to Licensee a revocable, nonexclusive
license for the operation, maintenance and repair (the "License") for the
benefit of Licensee, its successors or assigns, within, over, upon and across
the License Area in accordance with the terms and conditions of this
Agreement, and the Park and Open Space Management Plan attached
hereto as Exhibit "D" and incorporated herein by reference, and any
amendments or modifications hereto that may be required by City's
Department of Recreation and Senior Services (the "City RSS"). The
License shall include, without limitation, the right of the Licensee from time
to time to enter upon the License Area, access the park facilities (including
drainage and stormwater and water runoff facilities), and bring upon the
License Area such machinery, equipment, materials and supplies as may
be necessary to enable Licensee to operate, maintain and repair the park
and for related activities.
1.2 License Limitations. The License granted herein is subject to the terms,
covenants and conditions hereinafter set forth, and Licensee covenants, as
a material part of the consideration for this License, to keep and perform
each and every term, covenant and condition of this Agreement.
2. TERM
2.1. Initial Term. The initial term of this Agreement shall commence on the
Effective Date and shall continue for no more than thirty (30) consecutive
years, unless terminated earlier pursuant to the terms of this Agreement.
2.2. Renewal Terms. This Agreement can be extended for additional terms of
thirty (30) years each a "Renewal Term," on the same terms and conditions
contained in this Agreement, with the mutual written consent of both Parties
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2.2.1. No less than one hundred twenty (120) calendar days prior to the
end of any Renewal Term, Licensee shall submit a maintenance
report stating the condition of the License Area, including all
equipment, construction and/or improvements thereof (collectively
"Improvements"). All Improvements shall be inspected and the
maintenance report shall be written by a qualified engineer that is
retained by the City and paid for by Licensee. The maintenance
report shall make repair and maintenance recommendations.
Licensee shall ensure that the maintenance standards in this
Agreement are met and will be maintained and the useful life of the
Improvements will extend throughout the Renewal Term(s). At the
time of providing the maintenance report to City, Licensee shall sign
a certification under penalty of perjury that Licensee shall, at its sole
cost, make all repairs and perform all maintenance identified in the
maintenance report to the reasonable satisfaction of, and on a
schedule satisfactory to, City. Any costs incurred by Licensee to
meet its repair and maintenance obligations identified in the
maintenance report is a qualification for the Term or Renewal Term
of this Agreement and is not Rent. The cost of repair and
maintenance recommendations/obligations shall not be considered
by the parties or appraiser in determining any Rent or Rent
adjustment during the term of this Agreement.
3. CONDITIONS OF LICENSE; MAINTENANCE
Nothing in this Agreement requires City to perform any maintenance and/or repair
to the License Area or to any adjacent property or to make any improvements
whatsoever on or for the benefit of the License Area. Licensee shall, at its sole
cost and expense, maintain the License Area in strict accordance with the terms
and conditions as set forth under this Agreement, including, but not limited to, the
following:
3.1. General Maintenance. Licensee shall maintain the License Area in strict
compliance with the Park and Open Space Management Plan. General
maintenance shall include, but is not limited to, hardscape (including
pavers) and landscape maintenance, management and maintenance of
common area outdoor furniture, barbecues, patio covers, water features
and elements, lighting, signage, trees, shrubbery, groundcovers, turf grass
and ornamental grasses, and aesthetic appearances. Maintenance
obligations include routine cleaning, restoration, and repair of the items
listed in the Park and Open Space Management Plan, as well as proper
cultivation, mowing, trimming, weed and pest control, and proper soil
amendments (mulch, fertilizer, etc.) as applicable and specified.
3.2. Signage. Licensee shall submit for review and obtain approval from the City
RSS for all signage posted at or near the License Area. All signage must be
in compliance with the City's Municipal Code. City RSS may require
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Licensee to clearly and legibly post signage that the park is open to the
public and the Licensee's contact information, including telephone number,
email address and website, if applicable, for the public to contact for all
Maintenance inquiries or emergencies.
3.3. Frequency. RSS shall retain final authority to control the required frequency
of any and all landscape maintenance.
3.4. Restroom Cleaning. Licensee shall maintain all restroom facilities in
accordance with the Restroom Cleaning Specifications as set forth in
Exhibit "E" attached hereto and incorporated by reference.
3.5. Barbecue Courtyard. Licensee shall, at its sole cost and expense, install,
maintain and replace all barbecue equipment and improvements, including
providing gas to all gas barbeques, as applicable, and providing disposable
bins for all charcoal barbeques, as applicable, to maintain safe and good
working conditions.
3.6. Children's Playground Equipment and Playground Surfacing. Licensee
has, at its sole cost and expense, installed playground equipment
("Playground Equipment") and playground surfacing ("Playground
Surfacing") using structures and/or materials as approved in writing by City
RSS. Licensee shall, at its sole cost and expense, maintain and repair, to
the exclusive satisfaction of City RSS, all Playground Equipment and
Playground Surfacing as may be required by City RSS to maintain the
safety of the equipment and the health and safety of the public. Playground
Equipment and Playground Surfacing shall be replaced by Licensee, at its
sole cost and expense, in accordance with the replacement schedule as set
forth in Exhibit T" attached hereto and incorporated by reference.
3.7. Benches and Tables. Licensee shall, at its sole cost and expense, install,
maintain and replace all benches and picnic tables, as necessary, to
maintain safe and good working conditions.
3.8. Water Fountains and Water Features. Licensee shall, at its sole cost and
expense, install, maintain and replace, all water fountains and water
features, as necessary, to maintain safe and good working conditions.
3.9. Shade Structures and Sail cloths. Licensee shall, at its sole cost and
expense, install, maintain and replace, all shade structures and/or sail
cloths, as necessary, to maintain safe and good working conditions.
3.10. Lighting. Licensee shall, at its sole expense, replace all light bulbs and
maintain, in safe and good working conditions, all light fixtures.
3.11. Dedicated Parking Spaces. Licensee shall use its best efforts to diligently
monitor and ensure the dedicated parking spaces in the License Area are
strictly reserved for the use of patrons of Uptown Newport Park only, and
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are not utilized by residents, guests, or any subcontractors or employees of
Licensee. Notwithstanding the foregoing, residents may use the dedicated
parking spaces for any duration they are visiting Uptown Newport Park. If
the dedicated parking spaces are frequently misused, as determined by
RSS or City parking enforcement personnel, then City may require Licensee
to place signs, circulate flyers, and/or post other forms of communication
within the Uptown Newport Planned Community to inform and remind
residents of the reserved parking spaces for the exclusive use of Uptown
Newport Park patrons.
3.12. All Structures. Licensee shall, at its sole cost and expense, install, maintain
and replace, all structures associated with the License Area, whether or not
specified under this Section, to maintain safe and good working conditions
of the License Area.
3.13. Permits and Licenses. Licensee, at its sole expense, shall obtain and
maintain during the term of this Agreement, all appropriate permits and
licenses that may be required by any applicable federal governmental, state
and local agency.
3.14. Standard of Work. All maintenance performed by Licensee shall be
performed in a good and workmanlike manner to the satisfaction of City and
City RSS, and in compliance with all applicable ordinances, regulations or
law. As necessary, Licensee shall also obtain all applicable approvals and
permits from the City and other governmental entities prior to any
landscaping replacements or redesign.
3.15. Use of License Area. Licensee covenants and agrees that Licensee shall:
(i) use the License Area in a careful and proper manner in accordance with
this Agreement; and (ii) not bring or use any Hazardous Materials, as
defined by state or federal law, on the License Area that are in violation of
applicable laws.
3.16. Records. Upon City's written request, Licensee shall provide the City with
records and reports that identify, at minimum, the following:
3.16.1. Monthly water usage per each water meter;
3.16.2. Telephone log of work orders and complaints, if any;
3.16.3. Landscape, planting and other routine repairs scheduled and
completed for the next six (6) consecutive months; and
3.16.4. An annual report summarizing details of repairs and
maintenance completed by Licensee for the prior calendar year,
and a projected list of repairs and maintenance to be completed
during the upcoming year. Such report shall be on a form
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approved by City and shall be due in writing to City by January
31st of each year following the year being reported.
3.17. City May Elect to Repair and Maintain at Expense of Licensee. If, in the
judgment of the City, such standards of maintenance and repair are not
being maintained, City may at its option, elect to correct any deficiency after
not less than ten (10) calendar days prior written notice thereof to the
Licensee and Licensee's failure to commence in good faith to remedy the
same within the time herein provided and thereafter diligently prosecute the
same to completion, elect to correct any deficiency, whether it be in
reference to grounds, landscaping, building or improvements, including
taking over contracting for any maintenance and repair Licensee failed to
maintain. Licensee covenants and agrees to pay to City on demand any
and all sums expended by it in correcting any such deficiency, together with
an administrative fee, which shall be twenty percent (20%) of City's total
expenses incurred. If, in the judgment of City, the disrepair or lack of
maintenance constitutes an emergency, the notice herein provided shall be
a 24-hour notice to remedy. Any payment of any sum to be paid by Licensee
not paid within five (5) calendar days of delivery of written notice by City
shall be subject to a late charge of ten percent (10%)per annum on the
unpaid balance, including but not limited to late payment penalties, from the
date due until paid.. City and Licensee agree that this late charge represents
a reasonable estimate of such costs and expenses and is fair compensation
for its loss suffered by such late payment by Licensee.
3.18. City's Right of Inspection. In addition to City's rights to use the License Area
as provided in this Agreement, City reserves the right by its authorized
agents, employees or representatives to enter the License Area at any time,
without notice, to inspect the License Area in order to attend to or protect
the City's interest under this Agreement.
3.19. Site Walk. City and Licensee shall biennially perform a joint inspection of
the License Area by July 15th of every applicable year to determine what
repairs and maintenance shall be scheduled for the following two (2) years.
4. LICENSEE'S CONTRACTORS
4.1. All equipment installation and improvements to the License Area, and any
subsequent repairs, alterations, additions or improvements (collectively, the
"Work") to any of the foregoing shall be designed, selected or constructed,
as applicable, by qualified and licensed (where required) architectural,
design, engineering and construction firms selected by Licensee. Any
contractors hired by Licensee shall be fully licensed and bonded.
Licensee's contractors and any subcontractors shall obtain insurance in an
amount and form to be approved by City's Risk Manager pursuant to Exhibit
"G" ("Insurance Requirements") attached hereto and incorporated herein by
reference, including workers compensation insurance as required by law,
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general liability, pollution liability, automobile liability and builder's risk
insurance covering improvements to be constructed, all pursuant to
standard industry custom and practice. City, its elected or appointed
officers, boards and commissions, officials, employees, agents and
volunteers shall be named as an additional insured on the contractor's and
any subcontractor's policies.
4.2. If any of the Work contemplated under the Agreement is considered a
"public work", pursuant to the applicable provisions of the Labor Code of the
State of California, including but not limited to Section 1720 et seq., not less
than the general prevailing rate of per diem wages including legal holidays
and overtime Work for each craft or type of workman shall be paid to all
workmen employed on such. In accordance with the California Labor Code
(Sections 1770 et seq.), the Director of Industrial Relations has ascertained
the general prevailing rate of per diem wages in the locality in which the
Work is to be performed for each craft, classification, or type of workman or
mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (415) 703-4774
and requesting one from the Department of Industrial Relations. If any of
the Work contemplated under this Agreement is considered a "public work"
as set forth above, Licensee or its contractors are required to obtain the
wage determinations from the Department of Industrial Relations and post
at the job site the prevailing rate or per diem wages. If any of the Work
contemplated under this Agreement is considered a "public work" as set
forth above, it shall be the obligation of Licensee or its contractor or any
subcontractor under him/her to comply with all State of California labor laws,
rules and regulations and the parties agree that the City shall not be liable
for any violation thereof.
5. LIENS
5.1. Liens Prohibited. Licensee shall not permit to be imposed, recorded or
enforced against the License Area, any portion thereof or any structure or
Improvement thereon, any mechanics, materialmen's, contractors or other
liens arising from, or any claims for damages growing out of, any work or
repair, construction or alteration of improvements on the License Area.
5.2. Release/Removal of Liens. In the event any lien or stop notice is imposed
or recorded on the Premises, or an Improvement permanently affixed to the
Premises, during the Term, and such lien or stop notice is the result of
Licensee's obligations, actions, or failure to act under this Agreement,
Licensee shall pay or cause to be paid all such liens, claims or demands
before any action is brought to enforce the same against the Premises or
the Improvement. Notwithstanding the foregoing, if Licensee legitimately
contests the validity of such lien, claim or demand, then Licensee shall, at
its expense, defend against such lien, claim or demand provided that it
provides City the indemnity in Section 11 and provided Licensee shall pay
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and satisfy any adverse judgment that may be rendered before any
enforcement against City, the Premises, or the Improvement.
6. PROHIBITED USES
6.1. Licensee covenants and agrees that Licensee shall: (i) not use the License
Area for any unlawful purpose; (ii) not use or permit the use of any alcoholic
beverages, unless in accordance with the necessary permits, approvals,
applicable City Council policies and Newport Beach Municipal Code
regulations; (iii) not use or permit the use of the License Area in any manner
that creates a nuisance; or violates any Law. Licensee shall not offer
entertainment, including live music or dancing, or broadcast music or
entertainment through exterior speakers or other form of transmission
without the prior written approval of City.
6.2. No smoking or vaping is permitted on the License Area. "Smoking" means
and includes inhaling, exhaling, burning, or carrying any lighted smoking
equipment fortobacco or any other weed, plant, CBD or marijuana. "Vaping"
means and includes inhaling or exhaling any vaporized liquid or solid,
usually from a batter -operated electronic device.
7. UTILITIES
7.1. Utilities Installed. Licensee shall make arrangements for and be solely
responsible for installation and prompt payment and other charges for
utilities installed, used, serviced, maintained and repaired on the License
Area including, without limitation, gas, electricity, telephone, sewer,
drainage, water, refuse collection and storm water and water runoff
facilities, and any other utilities which may be needed at the License Area.
7.2. Refuse Collection. Refuse collection may occur between 7:00 a.m. and 6:00
p.m. on non -holiday weekdays.
8. ADMINISTRATION
This License shall be administered by the City Community Development
Department. The Community Development Department Real Property
Administrator or his/her designee shall be the License Administrator and shall have
the authority to act for City under this License. The License Administrator or their
authorized representative shall represent City in all matters pertaining to this
License.
9. SUCCESSORS AND ASSIGNS
9.1. City and Licensee acknowledge that City is entering into this Agreement in
reliance upon the experience and abilities of Licensee to successfully
perform the obligations, terms, and covenants as set forth in this
Agreement. City and Licensee acknowledge and City consents to Licensee
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assigning this Agreement to the homeowners' association prior to a first
close of escrow for the sale of a home in the Uptown Newport Planned
Community. Any subsequent assignment shall require the City's prior
written consent. This Agreement shall not be assigned or transferred
except as permitted under this Section.
9.2. The provisions of this Agreement shall run with the land and be binding
upon and inure to the benefit of the parties, their legal representatives,
successors, and assigns (collectively "successors"). Licensee may, after
providing City with prior written notification, assign its rights and obligations
under this Agreement to Uptown Newport HOA or such other homeowners'
association established by the owners of the lands comprising the Tract
Map, provided said association meets any and all qualifications as required
by law to be legally recognized homeowner's association. All proposed
successors shall fully and unconditionally assume the covenants,
provisions and obligations, including all maintenance and repair, of
Licensee herein (including, without limitation, the indemnification
obligations set forth above). Such assignment shall be by written
assignment executed by Licensee, which memorandum thereof, shall be
recorded in the Official Records. Upon assignment, TSG — Parcel 1, LLC
shall have no further liability under this Agreement to the extent first arising
from and after the effective date of the assignment. Any proposed
assignment to any other shall require prior written approval of the City,
which City may, in its sole discretion, withhold its approval for any reason
or no reason at all.
9.3. Licensee shall promptly notify City of any change in management of the
License Area, with a minimum of forty-five (45) calendar days' prior written
notice to City of such intended assignment. Any assignment or transfer
made without City's prior written consent or not otherwise strictly permitted
under this Section shall be null and void.
10. TERMINATION OF LICENSE
10.1. Notwithstanding the term of this Agreement, this License maybe terminated
during the term or any Renewal term in the following manner:
10.1.1. By City at any time, without cause upon the giving of thirty (30)
calendar days' written notice of termination to City.
10.1.2. By mutual written agreement of Licensee and City.
10.1.3. If Licensee fails to fulfill its maintenance or other responsibilities
under this License to the satisfaction of City, including:
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10.1.3.1. Failure of Licensee to keep current on all utility
payments for the License Area;
10.1.3.2. Failure of Licensee to keep the License Area and
Improvements in good order and repair, and in a neat,
clean, orderly, safe and sanitary condition;
10.1.3.3. Failure of Licensee to maintain the License Area or
Improvements in compliance with any applicable
provisions of the City's charter, municipal code and
zoning code, state or federal law;
10.1.3.4. Failure to comply with site walk requirements as set
forth under Section 1.3 of this Agreement;
10.1.3.5. Failure to provide prior written notification to City for
any change in ownership; or
10.1.3.6. Failure to provide and maintain valid proof of insurance
coverage as required in Section 12 of this Agreement;
and shall fail to (1) remedy such default within fifteen
(15) calendar days after service of a written notice from
City to do so, if the default may be cured by the
payment of money or, (2) commence in good faith to
remedy any other default within fifteen (15) calendar
days and thereafter diligently prosecute the same to
completion or, (3) if Licensee shall abandon or vacate
the License Area for more than fifteen (15) calendar
days other than for periods of repair or remodel, which
shall be approved in advance by City, then City may,
at its option and without further notice or demand,
terminate this Agreement and enter upon the License
Area and take possession thereof, and remove any
and all persons therefrom in the appropriate manner
provided by law. Notwithstanding the time period set
forth above for curing a default, in the event of an
emergency or a deficiency that constitutes a public
safety issue, the City may immediately cure the
deficiency and invoice Licensee as provided herein.
10.1.4. The rights, powers, elections and remedies of the City contained in
this Agreement shall be construed as cumulative and no one of
them shall be considered exclusive of the other or exclusive of any
rights or remedies allowed by law, and the exercise of one or more
rights, powers, elections or remedies shall not impair or be deemed
a waiver of City's right to exercise any other.
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11. INDEMNITY AND LIABILITY FOR DAMAGES
11.1. Licensee shall indemnify, defend and hold harmless City, its City Council,
boards and commissions, officers, agents, volunteers, and employees
(collectively, the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorney's fees, disbursements and court
costs) of every kind and nature whatsoever, (individually, a "Claim",
collectively, "Claims"), which may arise from or in any manner relate, directly
or indirectly, to the negligent operations of Licensee, its subcontractors,
agents, employees, or other persons acting on its behalf which relates to
maintenance described in Section 3 and/or Work described in Section 4 of
this Agreement, including without limitation, defects in workmanship or
materials or Licensee's presence or activities conducted that relate in any
way to this License (including the negligent and/or willful acts, errors and/or
omissions of Licensee, employees, vendors, suppliers, and anyone
employed directly or indirectly by any of them or for whose acts they may
be liable or any or all of them). Notwithstanding the foregoing, nothing
herein shall be construed to require Licensee to indemnify the Indemnified
Parties from any Claim arising from the sole negligence or willful misconduct
of the Indemnified Parties. Nothing in this indemnity shall be construed as
authorizing any award of attorney's fees in any action on or to enforce the
terms of this License. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be
provided by the Licensee.
11.2. Licensee shall be liable and responsible for the security, repair and
maintenance of the License Area to the extent necessitated by Licensee's
use of the License Area under this Agreement, for such time as this
Agreement is in effect. Licensee shall use care to protect the License Area
and restore it to its original condition to the satisfaction of the City when the
License Area is not in use by Licensee.
12. INSURANCE
12.1. Without limiting Licensee's indemnification obligations set forth herein,
Licensee shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement,
policies of insurance of the type, amounts, terms and conditions described
in the Insurance Requirements.
12.2. If Licensee fails to provide and maintain valid proof of insurance as required
under the Insurance Requirements, City may at its option, after not less than
ten (10) calendar days prior written notice thereof to Licensee, elect to
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procure insurance for the License Area. Licensee covenants and agrees to
pay to City on demand any and all sums expended by it in securing and
maintaining insurance, together with an administrative fee, which shall be
twenty percent (20%) of City's total expenses incurred. Any payment of any
sum to be paid by Licensee not paid within five (5) calendar days of delivery
of written notice by City shall be subject to a ten percent (10%) late charge.
City and Licensee agree that this late charge represents a reasonable
estimate of such costs and expenses and is fair compensation for its loss
suffered by such late payment by Licensee. Any unpaid sums due to City
under this Section 12 shall bear interest at the rate of ten percent (10%) per
annum on the unpaid balance, including but not limited to late payment
penalties, from the date due until paid.
13. HAZARDOUS SUBSTANCE
13.1. Hazardous Substance means: (i) any substance, product, waste or other
material of any nature whatsoever which is or becomes listed, regulated, or
addressed pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.
("CERLCA"); the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq.; the Resource Conversation and Recovery Act, 42
U.S.C. Section 6901 et seq. "RCRA"); the Toxic Substances Control Act,
15 U.S.C. Section 2601 et seq.; the Clean Water Act, 33 U.S.C. Section
1251 et seq.; the California Hazardous Waste Control Act, Health and
Safety Code Section 25100 et seq.; the California Hazardous Substance
Account Act, Health and Safety Code Sections 78000 et seq.; the California
Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code
Sections 25249.5 et seq.; California Health and Safety Code Sections
25280 et seq. (Underground Storage of Hazardous Substances); the
California Hazardous Waste of Concern and Public Safety Act, Health and
Safety Code Sections 25169.5 et seq.; California Health and Safety Code
Sections 25501 et seq. (Hazardous Materials Response Plans and
Inventory); or the Porter -Cologne Water Quality Control Act, Water Code
Sections 13000 et seq., all as they, from time -to -time may be amended or
re -codified, (the above -cited statutes are here collectively referred to as the
"Hazardous Substances Laws") or any other Federal, State or local statute,
law, ordinance, resolution, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at
any time hereafter in effect; (ii) any substance, product, waste or other
material of any nature whatsoever which may give rise to liability under any
of the above statutes or under any statutory or common law theory,
including but not limited to negligence, trespass, intentional tort, nuisance,
waste or strict liability or under any reported decisions of a state or federal
court; (iii) petroleum or crude oil; and (iv) asbestos.
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13.2. From the Effective Date and throughout the Term, Licensee shall not use,
occupy, or permit any portion of the License Area to be used or occupied in
violation of any Hazardous Substance laws. Notwithstanding any other
provision in this Section 13, Licensee is not responsible or liable for any
Hazardous Substances that are brought on to the License Area, through
migration or other means, by third -parties not associated with Licensee.
13.3. Notwithstanding any contrary provision of this Agreement, and in addition
to the indemnification duties of Licensee set forth elsewhere in this
Agreement, Licensee indemnifies, defends with counsel reasonably
acceptable to City, protects, and holds harmless City and its elected and
appointed officials, boards and commissions, officers, employees, agents,
and volunteers from and against any and all losses, fines, penalties, claims,
demands, obligations, actions, causes of action, suits, costs and expenses
(including, without limitation, attorneys' fees, disbursements and court
costs), damages, judgments, or liabilities, including, but not limited to, any
repair, cleanup, detoxification, or preparation and implementation of any
remedial, response, closure or other plan of any kind or nature which the
City and its elected or appointed officials, boards and commissions, officers,
employees, agents or volunteers may sustain or incur, or which may be
imposed upon them, in connection with any breach of Licensee's obligations
or representations in this Agreement or the use of the License Area under
this Agreement, arising from or attributable to the Licensee Parties (defined
below) storage or deposit of Hazardous Substances in violation of
applicable laws. This section is intended to operate as an agreement
pursuant to CERCLA, 42 USC Section 9607(e), and California Health and
Safety Code Section 79860 to insure, protect, hold harmless, and indemnify
City for any claim pursuant to the Hazardous Substance laws or the
common law.
13.4. Licensee does not, and shall not, authorize any third party to use, generate,
manufacture, maintain, permit, store, or dispose of any Hazardous
Substances in violation of applicable laws on, under, about or within the
License Area.
13.5. Upon expiration or earlier termination of this Agreement, Licensee shall
deliver possession of the License Area in compliance with Hazardous
Substance laws subject to the last sentence of Section 13.2 above.
13.6. If during the Term of this Agreement, Licensee becomes aware of (i) any
actual or threatened release of any Hazardous Substances on, in, under,
from, or about the License Area in violation of Hazardous Substance laws;
or (ii) any inquiry, investigation, proceeding, or claim by any government
agency or other person regarding the presence of any Hazardous
Substances in violation of Hazardous Substance laws on, in, under, from or
about the License Area, Licensee shall give City written notice of the release
or inquiry within five (5) calendar days after Licensee becomes aware or
TSG — Parcel 1, LLC Page 13 of 20
first has reason to believe there has been a release or inquiry and shall
simultaneously furnish to City copies of any claims, notices of violation,
reports, warning or other writings received by Licensee that concern the
release or inquiry.
13.7. If the presence of any Hazardous Substances brought onto the License
Area by Licensee or Licensee's employees, agents, sublessees, licensees,
concessionaires, contractors, or invitees ("Licensee Parties"), or generated
by same during the Term of this Agreement, results in contamination of the
License Area or adjacent properties in violation of Hazardous Substance
laws, Licensee shall promptly take all necessary actions, at Licensee's sole
expense, to remove or remediate such Hazardous Substances in full
compliance with applicable laws. Licensee shall provide notice to City prior
to performing any removal or remedial action. Licensee shall not propose
nor agree to any covenant of use restriction as part of any removal or
remediation required as a result of this provision without City's written
consent. Licensee shall pay any costs City incurs in performing Licensee's
obligation to clean-up contamination resulting from Licensee's operations
or use of the License Area.
13.8. Should any clean-up of Hazardous Substances for which Licensee is
responsible not be completed prior to the expiration or sooner termination
of the Agreement, including any extensions thereof, then Licensee shall
transfer the amounts required to complete clean-up into an escrow account,
together with City -approved instructions for the disbursement of such
amount in payment of the costs of any remaining clean-up as it is
completed, and (ii) if the nature of the contamination or clean-up required
of Licensee is of such a nature as to make the License Area untenable or
unlicensable, then Licensee shall be liable to City as a holdover licensee
until the clean-up has been sufficiently completed to make the License Area
suitable for license to third parties. The estimated cost of the clean-up shall
require approval of the City.
13.9. If City determines, in its reasonable discretion, that Licensee does not have
insurance or other financial resources sufficient to enable Licensee to fulfill
its obligations under this provision, whether or not accrued, liquidated,
conditional, or contingent, then Licensee shall, at the request of City,
procure and thereafter maintain in full force and effect such environmental
impairment liability and/or pollution liability insurance policies and
endorsements, or shall otherwise provide such collateral or security
reasonably acceptable to City as is appropriate to assure that Licensee will
be able to perform its duties and obligations hereunder.
13.10. Licensee's obligations in this Section 13 shall survive the expiration or
earlier termination of this Agreement.
14. RESTORATION
TSG — Parcel 1, LLC Page 14 of 20
If, during any Term the License Area is totally or partially destroyed, rendering the
License Area or any portion thereof totally or partially inaccessible or unusable,
Licensee shall, at its sole cost and expense, repair or restore the License Area to
substantially the same condition as immediately priorto such destruction (including
all trade fixtures, personal property, improvements and alterations as are installed
by Licensee, which shall be replaced by Licensee at its sole expense). Any such
work or repair, restoration or replacement shall be commenced within thirty (30)
calendar days after the damage or loss occurs and shall be completed with due
diligence, but not longer than one hundred eighty (180) calendar days after such
work is commenced unless delay is caused by events beyond the control of
Licensee.
15. UNLAWFUL IMPROVEMENTS OR USE
Licensee agrees that no improvement shall be erected, constructed or operated
on the License Area, nor any business conducted on the License Area, in violation
of the terms of this License or of any regulation, order, law, statute, bylaw, charter
provision, or ordinance of any governmental agency having jurisdiction. Licensee
shall not construct, maintain, or allow any sign upon the License Area, or
improvements thereon, except as approved in writing by City, and further, such
sign must be in compliance with the provisions of the Newport Beach Municipal
Code. Licensee shall not discriminate against any person or class of persons by
reason of race, religious creed, color, national origin, ancestry, age, physical
disability, mental disability, medical condition, including the medical condition of
Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto,
marital status, sex, sexual orientation or any other impermissible basis under the
law. Licensee shall make all of the License Area available to the public on fair and
reasonable terms.
16. INDEPENDENT CONTRACTOR
It is understood that Licensee, Licensee's employees, agents, contractors or
subcontractors are independent contractors and nothing in this Agreement shall
be deemed to constitute approval by City for Licensee or any of Licensee's agents,
employees, contractors or subcontractors. No civil service status or other right of
employment shall accrue to Licensee's employees, agents, contractors or
subcontractors. The manner and means of operating, servicing and maintaining
the License Area are under the control of Licensee, except to the extent they are
limited by statute, rule or regulation and/or the expressed terms of this Agreement.
17. TAXES
17.1. Taxes. Licensee acknowledges that the License granted herein may result
in Licensee being assessed by the County of Orange possessory interest
taxes on Licensee's interest in the License Area. Licensee shall have the
sole obligation to pay any taxes, fees and assessments, plus applicable
penalties and interest, which may be imposed by law and arise out of
TSG — Parcel 1, LLC Page 15 of 20
Licensee's License hereunder. Licensee shall indemnify, defend and hold
harmless City against any and all such taxes, fees, penalties or interest
assessed, or imposed against City hereunder.
17.2. Payment of Taxes. Licensee shall pay directly to the appropriate taxing
authorities all taxes applicable to this Agreement, fixtures and Licensee's
personal property on the License Area, that are levied or assessed against
Licensee during the Term. Taxes shall be paid before delinquency and
before any fine, interest or penalty is due or imposed by operation of law.
Licensee shall, upon request, promptly furnish to City satisfactory evidence
of payment. City hereby gives notice to Licensee, pursuant to Revenue and
Tax Code Section 107.6 that this License may create a possessory interest
that is the subject of property taxes levied on such interest, the payment of
which taxes shall be the sole obligation of Licensee. Licensee shall advise
in writing any subtenant, licensee, concessionaire or third party using the
License Area of the requirements of Section 107.6. Licensee shall pay,
before delinquency all taxes, assessments, license fees and other charges
("Taxes") that are levied or assessed against Licensee's interest in the
License Area or any personal property installed on the License Area.
17.3. Payment of Obligations. Licensee shall promptly pay, when due, any and
all bills, debts, liabilities and obligations incurred by Licensee in connection
with Licensee's performance of the obligations established under this
Agreement.
17.4. Challenge to Taxes. Licensee shall have the right in good faith, at its sole
cost and expense, to contest the amount or legality of any Taxes on or
attributable to this Agreement, the License Area, Licensee's personal
property, or Licensee's occupation and use of the License Area, including
the right to apply for reduction. If Licensee seeks a reduction or contests
such taxes, Licensee's failure to pay the Taxes shall not constitute a default
as long as Licensee complies with the provisions of this Section. City shall
not be required to join in any proceeding or contest brought by Licensee
unless the provisions of any law require that the proceeding or contest be
brought by or in the name of City. In that case, City shall join in the
proceeding or contest or permit it to be brought in City's name as long as
City is not required to bear any cost. If requested by Licensee, City shall
execute any instrument or document necessary or advisable in connection
with the proceeding or contest. Licensee, on final determination of the
proceeding or contest, shall immediately pay or discharge any decision or
judgment rendered, together with all related costs, charges, interest and
penalties. Licensee shall indemnify, defend and hold harmless the City, its
council members, boards, commissions, committees, officers, employees,
authorized City representatives, agents and volunteers ("Indemnified
Parties") from and against any liability, claim, demand, penalty, cost or
expense arising out of or in connection with any contest by Licensee
pursuant to this Section.
TSG — Parcel 1, LLC Page 16 of 20
17.5. No Offset. Any payments under this Section 17 shall not reduce or offset
any other payments otherwise due or owed pursuant to Licensee's use of
the License Area under this Agreement. City has no liability for such
payments.
18. NOTICES
All notices or other communications required or permitted hereunder shall be in
writing, and shall be personally delivered or sent by registered or certified mail,
postage prepaid, return receipt requested, delivered or sent by facsimile or
reputable overnight courier (such as Federal Express) and shall be deemed
received upon the earlier of (i) if personally delivered, the date of delivery to the
address of the person to receive such notice, (ii) if mailed, four (4) business days
after the date of posting by the United States post office, (iii) if given by facsimile,
when sent provided the sender has electronic confirmation thereof, or (iv) if sent
by reputable overnight courier (such as Federal Express), one (1) business day
after deposit with the overnight delivery service. Any notice, request, demand,
direction or other communication sent by facsimile must be confirmed within forty-
eight (48) hours by letter mailed or delivered in accordance with subsections (i),
(ii) or (iv) above. The addresses of the parties are as follows:
If to City: City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: Community Development Department,
Real Property Administrator
If to Licensee: 18565 Jamboree Road, Suite 200
Irvine, CA 92612
Attention: Property Manager
Phone No.: (949) 417-1396
Facsimile No.: (949) 417-1399
Either Party may change the address to which notices are to be given to it by giving notice
of such change of address in the manner set forth above for giving notice.
19. STANDARD PROVISIONS
19.1. Further Assurances. Each Party hereto covenants and agrees that they will
execute such other and further documents and take such other and further
actions as may be reasonably necessary to effect the agreement of the
Parties under this Agreement and vest in the other Party the rights granted
herein.
19.2. Recitals. City and Licensee acknowledge that the above recitals are true
and correct and hereby incorporated by reference into this Agreement.
TSG — Parcel 1, LLC Page 17 of 20
19.3. Compliance with all Laws. Licensee shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether
now in force or hereinafter enacted. In addition, all work prepared by
Licensee shall conform to applicable City, county, state and federal laws,
rules, regulations and permit requirements.
19.4. Interpretation. Each Party has received independent legal advice from its
attorneys with respect to the advisability of executing this Agreement and
the meaning of the provisions hereof. The provisions of this Agreement shall
be construed as to the fair meaning and not for or against any Party based
upon any attribution of such Party as the sole source of the language in
question.
19.5. Waiver. The waiver by any Party of a breach of any provision of this
Agreement shall not be deemed a continuing waiver or a waiver of any
subsequent breach whether of the same or of another provision hereof.
19.6. Amendments. This Agreement may be amended in writing and such
amendment shall be effective when (i) executed by all Parties, and (ii)
recorded in the Official Records.
19.7. Attorneys' Fees. In any legal or equitable proceedings for the enforcement,
or to restrain the violation of any provisions hereof, each Party shall pay its
own attorneys' fees, costs and expenses incurred in connection with the
prosecution or defense of such action, including without limitation all fees
and costs incurred on any appeal from such action or proceeding. All
remedies provided herein or at law or in equity shall be cumulative and not
exclusive.
19.8. Integrated Agreement. This Agreement and the exhibits represent the full
and complete understanding of every kind or nature whatsoever between
the parties hereto, and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein
19.9. Severability. In the event any term, covenant, condition, provision, or
agreement contained herein is held to be invalid, void or otherwise
unenforceable, by any court of competent jurisdiction, such holding shall in
no way affect the validity or enforceability of any other term, covenant,
condition, provision or agreement contained herein.
19.10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. Any action brought
relating to this Agreement shall be adjudicated in a court of competent
jurisdiction in the County of Orange.
TSG — Parcel 1, LLC Page 18 of 20
19.11. No Third -Party Rights. The Parties do not intent to create rights in or grant
remedies to, any third party as a beneficiary of this License, or of any duty,
covenant, obligation or undertaking established herein.
19.12. No Damages. Licensee acknowledges that City would not enter into this
Agreement if it were to be liable for damages (including, but not limited to,
actual damages, economic damages, consequential damages, lost profits,
loss of rents or other revenues, loss of business opportunity, loss of goodwill
or loss of use) under, or relating to, this Agreement or any of the matters
referred to in this Agreement, including, without limitation, any and all plans,
permits, licenses or regulatory approvals, and CEQA documents related to
the License Area. Accordingly, Licensee covenants and agrees on behalf
of itself and its successors and assigns, not to sue City (either in its capacity
as licensor in this Agreement or in its capacity as the City of Newport Beach)
for damages (including, but not limited to, actual damages, economic
damages, consequential damages, lost profits, loss of rents or other
revenues, loss of business opportunity, loss of goodwill or loss of use) or
monetary relief for any breach of this Agreement by City or for any dispute,
controversy, or issue between City and Licensee arising out of or connected
with this Agreement or any of the matters referred to in this Agreement,
including, without limitation, any and all plans, permits, licenses or
regulatory approvals, CEQA documents, or any future amendments or
enactments thereto, the parties agreeing that declaratory relief, injunctive
relief, mandate and specific performance shall be Licensee's sole and
exclusive judicial remedies. Notwithstanding the foregoing, nothing in this
Section 19 shall limit Licensee's remedies as expressly set forth in this
Agreement.
19.13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which,
when taken together, shall constitute one and the same instrument.
[Signature Page Follows]
TSG — Parcel 1, LLC Page 19 of 20
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
first herein above written.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: `
By: nki!4a.
Aaron t. Harp
City Attorney �<
ATTEST: (�
Date: -1 — / l
By: Vl'—
Moll Perry
Interim City Clerk
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: Q /4 1110 �15
By:
Gra .Leung Lj
Ci anager
LICENSEE: TSG — PARCEL 1, LLC, a
Delaware limited liability company
Date:
Signed in Counterpart
vt�Jennifer Welker
Chief Financial Officer,
Corporate Secretary
Exhibit A:
Tract Map
Exhibit B:
Termination of Easements
Exhibit C:
License Area
Exhibit D:
Park and Open Space Management Plan
Exhibit E:
Restroom Cleaning Specifications
Exhibit F:
Equipment Replacement Schedule
Exhibit G:
Insurance Requirements
TSG — Parcel 1, LLC Page 20 of 20
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
first herein above written.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: '�1211Z °j
By:
Aaro . Harp
City Attorney
ATTEST:
Date:
Bv:
Molly Perry
Interim City Clerk
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Bv:
Grace K. Leung
City Manager
LICENSEE: TSG — PARCEL 1, LLC, a
Delaware limited liability company
Date: '/4 425/a S
i
By:
4J nnifer Welker
Chief Financial Officer,
Corporate Secretary
Exhibit A:
Tract Map
Exhibit B:
Termination of Easements
Exhibit C:
License Area
Exhibit D:
Park and Open Space Management Plan
Exhibit E:
Restroom Cleaning Specifications
Exhibit F:
Equipment Replacement Schedule
Exhibit G:
Insurance Requirements
TSG — Parcel 1, LLC Page 20 of 20
EXHIBIT "A"
Tract Map
TSG — Parcel 1, LLC Exhibit A-1
RECORDING REQUESTED BY
Hall & Foreman, Inc.
WHEN RECORDED MAIL TO:
City of Newport Beach
Public Works Department
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA 92658-8915
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
12.00
*$ R 0 0 0 8 1 2 8 1 4 4$
2016000045179 9:41 am 02/02/16
10 416 C18 F13 2
0.00 0.00 0.00 0.00 3.00 0.00 0.00 0.00
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TRACT MAP
CERTIFICATE OF CORRECTION
City of Newport Beach,
County of Orange,
State of California
The following corrections or additions are hereby made to Tract No. 17763, filed in Book
937, Pages(s) 17 through 23, of Miscellaneous Maps, in the office of the Recorder of
Orange County:
1. The Preamble (Legal Description) on Sheet 1 of 7, should read as follows:
"IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
BEING A SUBDIVISION OF PARCELS 2,3 AND A PORTION OF PARCELS 1 AND 4 OF PARCEL
MAP NO. 2013-108, AS SHOWN ON MAP FILED IN BOOK 378, PAGES 10 TO 12, INCLUSIVE,
OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY"
2. A distance shown on sheet 4 of 7, as 30.11 feet, along the southerly line of Lot "N" is
corrected as follows:
The distance of 30.11 feet would be along the southerly line of Lot "N" from the easterly end of said
southerly line to the easterly terminus of the distance shown as 14.94 feet also on said southerly line.
GNB Public Wor"
FEB � 2 2016
Page 1 of 2
Surveyor's Certificate
I hereby certify that this Certificate of
Correction was prepared by me or under my
direction on July 9, 2015, and the changes
shown hereon are as provided for in
Section 66469 of th Subdivision Ma Act.
Signed
Print Name Uilliam 1b. Hoff
L.S. No. 6685
Registration Expires 6/30/16
City Engineer's Statement
I hereby state that I have examined this
Certificate of Correction and found it to be
substantially in conformance with the
Tentative Map, as filed with, amended and
approved by the City Planning Commission;
that all provisions of the Subdivision Map Act
and the City Subdivision Regulations have
been complied with.
n
Dated this L� day J��Unu4r ,2ca�,
Signed/� VN
Print Name wr _i�C
R.C.E. or L.S. No. 4 /S' 2 7
Registration Expires 20/7
County Surveyor's Certificate
I hereby certify that I have examined this
Certificate of Correction and the only
changes made are those set forth in Section
66469 of the Subdivision Map Act.
2O1`.
Dated this /j d y o 2WT
Kevin R. Hills, County Surveyor
Cr - . Wehrma ,
Chief Deputy Surveyor
Listed below are the present fee
owners of real property affected by this
correction.
Cr-
�OLAPG.
:USC�
7 � Exp. 0613V[& /*
Ca Q L_
NO. 61527 ,A
,4 EXP. 2017
LP CIVI
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Uptown Newport Jamboree, LLC, a Delaware limited liability company
TSG - Parcel 1, LLC a Delaware limited liability company
TPG/TSG Venture I Acquisitions, LLC, a Delaware limited liability company
Page 2 of 2
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EXHIBIT "B"
Termination of Easements
TSG — Parcel 1, LLC Exhibit B-1
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Gromet & Associates
114 Pacifica, Suite 250
Irvine, California 92618
Attention: Stevan J. Gromet, Esq.
WITH A COPY TO:
City of Newport Beach
City Clerk's Office
100 Civic Center Drive
Newport Beach, California 92660
Exempt from recoding fee per Government Code §§ 6103 and 27383
(Space Above for Recorder's Use)
TERMINATION OF
EASEMENTS
THIS TERMINATION OF EASEMENTS AGREEMENT (this "Agreement") is
executed as of July , 2025, by and between UPTOWN NEWPORT JAMBOREE,
LLC, a Delaware limited liability company ("Uptown"), TSG — PARCEL 1, LLC, a
Delaware limited liability company ("TSG"), TPG/TSG VENTURE 1 ACQUISITION
LLC, a Delaware limited liability company ("TPG"), and UPTOWN NEWPORT
BUILDING OWNER, LP, a Delaware limited partnership ("UNBO"). Uptown, TSG, TPG
and UNBO shall sometimes hereinafter be collectively referred to as, the "Parties", and
individually as, a "Party."
WHEREAS, the Parties have title interest in the land identified in a certain tract
map identified as Tract No. 17763 (the "Tract Map"), recorded June 19, 2015, as
Instrument No. 2015000320061, in Book 937, Pages 17 through 23, inclusive, of
Miscellaneous Maps in the Official Records of Orange County, California (the "Official
Records"), as amended by that certain Tract Map Certificate of Correction recorded
February 2, 2016, as Instrument No. 2016000045179 in the Official Records, attached
as Exhibit "A" which is incorporated herein by this reference;
WHEREAS, the Parties granted fee simple interest ownership over Lot "A" of the
Tract Map to the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city (the "City") for park purposes, reserving to the Parties, its successors and
assignees, a temporary easement over Lot "A" for project construction staging,
stockpiling and installation of park improvements ("Temporary Construction
Easement"), and a permanent easement for operation, maintenance and repair of
installed park improvements ("Permanent Maintenance Easement"), collectively the
"Easements"; and
WHEREAS, the Parties wish to terminate the Easements over Lot "A" of the
Tract Map granted to City and contemporaneously enter into a permanent Maintenance
License Agreement between the City of Newport Beach and TSG Parcel 1, LLC for the
permanent maintenance and repair of the installed park improvements which is
attached hereto as Exhibit "B" which is incorporated herein by this reference.
NOW, THEREFORE, in consideration of the foregoing recitals, of the mutual
promises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, hereby terminate those certain
Easements over Lot "A" of the Tract Map, and all rights of the Parties to such
Easements thereunder, shall immediately terminate and be of no further force or effect,
and the Parties shall have no obligations or liability to the Easements over Lot "A" of
the Tract Map arising from and after the date hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of such counterparts shall constitute one
agreement.
The City and Parties shall replace the Easements over Lot "A" of the Tract Map
with the Maintenance License Agreement attached hereto as Exhibit B which shall be
effective concurrently with this Agreement.
[Signatures on Following Page]
Termination of Easements Agreement Page 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
William A. Shopoff
President and Chief Executive Officer
TSG - PARCEL 1, LLC,
a Delaware limited liability company
An -
William A. Shopoff
President and Chief Executive Officer
TPG/TSG VENTURE 1 ACQUISITION LLC,
a Delaware limited liability company
By: TPG 2014-2 (Uptown Newport), LLC, a Delaware limited liability company
Its: Managing Member
IN
Kenneth A. Picerne
President and Chief Executive Officer
UPTOWN NEWPORT BUILDING OWNER, LP,
a Delaware limited partnership
By: Uptown Newport Building GP, LLC, a Delaware limited liability company
Its: General Partner
By: TPG/TSG Venture 1 Acquisition, LLC, a Delaware limited liability company
Its: Sole Member and Manager
By: TPG 2014-2 (Uptown Newport), LLC, a Delaware limited liability company
Its: Managing Member
A
Kenneth A. Picerne
President and Chief Executive Officer
Attachments: Exhibit A - Tract Map
Exhibit B — Maintenance License Agreement
Termination of Easements Agreement Page 3
ACKNOWLEDGEMENT
The CITY OF NEWPORT BEACH, a California municipal corporation and charter
city, hereby approves and consents to the execution and recordation of this instrument
terminating its right to certain easements over Lot "A" of a certain tract map identified in
Tract Map No. 17763 (the "Tract IVlap'�, recorded June 19, 2015, as Instrument No.
2015000320061, in Book 937, Pages 17 through 23, inclusive, of Miscellaneous Maps
in the Official Records of Orange County, California (the "Official Records', as
amended by that certain Tract Map Certificate of Correction recorded February 2, 2016,
as Instrument No. 2016000045179 in the Official Records.
Dated this day of , 2025.
By: Grace K. Leung
Its: City Manager
Termination of Easements Agreement Page 4
ACKNOWLEDGMENT
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 } ss.
On 20 before me,
Notary Public, personally appeared 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 signatures(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.
Signature
ACKNOWLEDGMENT
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.
(seal)
State of California
County of } ss.
On 20 before me,
Notary Public, personally appeared
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 signatures(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.
Signature
(seal)
Termination of Easements Agreement Page 5
ACKNOWLEDGMENT
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 } ss.
On 20 before me,
Notary Public, personally appeared 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 signatures(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.
Signature (seal)
ACKNOWLEDGMENT
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 } ss.
On 20 before me,
Notary Public, personally appeared
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 signatures(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.
Signature
(seal)
Termination of Easements Agreement Page 6
EXHIBIT "A"
TRACT MAP
[EXHIBIT INTENTIONALLY OMITTED]
Termination of Easements Agreement Exhibit A-1
EXHIBIT "B"
MAINTENANCE LICENSE AGREEMENT
[EXHIBIT INTENTIONALLY OMITTED]
Termination of Easements Agreement Exhibit B-1
EXHIBIT "C"
License Area
TSG — Parcel 1, LLC Exhibit C-1
EXHIBIT "C"
LICENSE AREA
EXHIBIT "D"
Park and Open Space Management Plan
TSG — Parcel 1, LLC Exhibit D-1
UPTOWN NEWPORT
PLANNED COMMUNITY DEVELOPMENT PLAN
Park & Open Space Management Plan
November , 2014
P 0VED AS TO FORM.
City Attorney
I. INTENT
The intent of this Park and Open Space Management Plan ("Plan') is to provide for
the long-term funding and management of all neighborhood parks, paseos, common open
space areas and streets/paths/drive aisle within Lots E through BB of Tentative Tract Map
17438 pursuant to the Uptown Newport Planned Community Development Plan. This Plan
is intended to satisfy Condition No. 43 of the Conditions of Approval for the Project.
II. FUNDING
A. All Community Parks, Private Streets (including street lights, paving,
curbs and gutters, sidewalks, parking space striping, and parkway improvements to back of the
sidewalks), and other Master Common Area and Master Maintenance Areas (as defined in the
Master CC&Rs defined below) within the Uptown Newport Planned Community Development
Plan ("Uptown Community") will be maintained in perpetuity by the Uptown Newport Master
Association ("Master Association') and this obligation is identified in that that certain Master
Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Uptown
Newport recorded concurrently with the final map for Tentative Tract Map 17438 ("Master
CC&Rs").
B. The Master Association will be funded by assessments paid by the
property owner members of the Master Association as set forth in the Master CC&Rs. A
preliminary budget has been drafted for review by the State of California Bureau of Real Estate.
III. MANAGEMENT
The Master Association will be professionally managed by a property management
company capable of managing the day-to-day maintenance of the Master Association. The
property management company will be responsible for selection and hiring of a professional
landscape maintenance contractor ("Contractor") that will provide the requisite maintenance for
the Master Association.
IV. MAINTENANCE
A. General Maintenance.
Contractor will perform general maintenance, including but not limited to hardscape and
landscape maintenance as described herein, such as management and maintenance of common
area outdoor furniture, barbecues, patio covers, water features and elements, lighting, signage,
hardscape (including pavers), trees, shrubbery, groundcovers, turf grass and ornamental grasses,
and aesthetic appearances. Maintenance obligations include routine cleaning, restoration, and
repair of the items listed herein, as well as proper cultivation, mowing, trimming, weed and pest
control, and proper soil amendments (mulch, fertilizer, etc.) as applicable and specified. Specific
responsibilities will include the following:
i'tyi'S TO L'uSt M- ,,,
City Attorney 1 l ,-1 j ��
Complete policing of all areas once a week with general repairs of
lighting and signage, as well as sweeping/blowing of parking spaces,
sidewalks, furniture, hardscape elements, etc., as well as removal of
all trash, waste and litter from the Master Association property and
public areas, including fountains and water features, with the
Uptown Community.
2. On a quarterly basis, Contractor will clean all drainage inlets,
barbecues, catch basins, concrete swales and drainage channels of
debris, plant vegetation and trash, as needed.
Contractor's personnel shall wear uniforms at all times while
working on site.
B. Sprinkler Maintenance.
1. Sprinkler heads shall be cleaned and maintained as required to
provide maximum coverage.
2. Contractor shall, at its own expense, repair and/or replace any
portion of the irrigation system damaged by Contractor at no cost or
charge to the Master Association. Contractor shall complete any
such repairs and/or replacements within a reasonable amount of time
after discovery.
3. Any damage to the irrigation system that is not caused by Contractor
and that requires trenching, or repairs to aging/worn-out components
such as, but not limited to main lines, lateral lines, valves,
controllers, wiring, backflows, quick couplers, new lines and or
additional placement of sprinkler heads, etc., will require the
expertise of irrigation technician(s). Contractor shall complete any
such repairs within a reasonable amount of time after discovery and
only upon the approval of the Master Association or Master
Association's authorized agent.
4. Contractor shall program irrigation timers to provide efficient
watering to all plant and turf areas based on seasonal conditions and
plant requirements.
Contractor shall not be held responsible for overly wet or dry
sections of the turf and plant zones as a result of poor sprinkler
system design/installation, placement of shrubs, trees or other
obstacles on -site, shade caused by mature trees and building profile,
installation of plant material around a sprinkler heads that may
inhibit the spray pattern of the sprinkler, shade which may contribute
to mold, improper nozzleing, etc. Contractor will notify the Master
Association or the Master Association's authorized agent and
provide remedy for correction.
AYPROVED AS TO FORMI
;i Aftomey 1 t it, � lut
6. Contractor shall produce a report outlining the general operating
condition of the irrigation system within the first quarter of when the
landscape maintenance services commence, with recommendations
for repairs and or upgrades, if applicable.
C. Lawn Maintenance.
1. Complete mowing, trimming and edging of all lawn areas as per
Contractor's determined schedule.
2. Fertilize all turf areas four (4) times per year per Contractor's
determined schedule. Fertilizer type will be based on seasonal
conditions and plant type. Apply fertilizer to turf as required to
maintain the grass in a lush, green appearance. Soil samples may be
taken, upon approval by Association, to determine soil type and
deficiencies.
3. Complete removal of all broadleaf weeds, when possible, from turf
areas with commercially accepted chemical methods and materials.
Crab -grass removal and pre -emergent shall be performed by
Contractor as needed.
4. Turf height shall be maintained as appropriate for climate and
seasonal conditions. Mowing height will be according to grass type
and variety. Mow all turf areas weekly. Winter mowing schedule
shall be November 1 through April 1, during which time mowing
shall be performed every other week.
5. Use power edgers or edge by hand, except in areas around electrical
fixtures and light standards (which shall be edged with a weed eater
only). Contractor shall not use soil sterilants or other types of weed
killers in trimming or edging.
6. Trim edges after each cutting or as necessary. Trimming shall
include cutting turf along walls, fences, foundations, curbs,
sidewalks, poles, guy wires, or any other object within or
immediately adjacent to turf areas.
7. Trim around sprinkler heads, as necessary, to provide maximum
water coverage.
8. Use care to avoid damaging tree trunks, shrub sprinklers, buildings
and other structures.
9. Aerate turf areas when it is determined that air and/or water
penetration is being restricted. Aeration should be performed at least
once per year (or more often as needed for proper air and water
penetration).
APPROWA&I AS TO T-TORMIr,
vgY A tomey
D. Tree and Shrub Maintenance.
1. Complete trimming, edging and weeding of all shrub beds to
produce a neat and healthy appearance in accordance with
horticultural standards. Prune plant materials by thinning and
shaping to achieve a natural appearance. Hard pruning, as well as
"lollipop" and "ball' shaped pruning of shrubs shall not be
performed unless required to allow for passage, visibility, or to
maintain plant material to a desired shape/pattern. In most cases,
natural pruning will be performed on shrubs to encourage shrub
massing and the natural shape of the plant material to occur. Death
or decline of plant materials due to improper maintenance is the
responsibility of Contractor. Any plant materials, trees, and shrubs
that must be replaced due to decline or death will be replaced with
the same type and size of the materials, or as indicated in the
approved construction plans.
2. Tree and shrub trimming will be performed by Contractor as needed
on trees and shrubs that are less than fifteen (15) feet in total height.
For trees and shrubs over fifteen (15) feet in total, the work will be
bid out to a tree specialist Trees which have normal growing habits
of greater than (15) feet will not be topped to be kept under the (15)
foot allowance.
3. Trees and shrubs growing next to walkways, paths, driveways,
parking areas, etc., shall be trimmed up to a height of 7 (seven) feet
to allow for unobstructed movement by pedestrians and vehicles.
4. Tree ties shall be inspected regularly.
5. Fertilize all shrub areas four (4) times per year. Fertilizer type will
be based on seasonal conditions and plant type. Soil samples may be
taken, upon approval by Master Association, to determine soil type
and deficiencies.
E. Ground Cover Maintenance.
1. Complete weeding, trimming and edging of all ground covers as
needed.
2. All ground covers shall be kept trimmed or removed away from
water basins or drip line areas of individual trees as needed.
3. Fertilize all ground cover areas (4) times per year. Fertilizer type
will be based on seasonal conditions and plant type. Soil samples
may be taken, upon approval by Association, to determine soil type
and deficiencies.
�;i. Attorney
F. Integrated Pest Management.
1. Licensed Pest Control Applicator. All herbicides, miticides,
insecticides, fungicides and other pesticides which are used by the
Contractor in performing its obligations must be applied by a
licensed pest control operator or a licensed maintenance gardener in
compliance with all applicable laws, rules and regulations.
2. Contractor shall take reasonable steps necessary to maintain
landscaped areas essentially free of harmful horticultural insects and
disease infestations as customarily occur in the vicinity of the project
and as preventable by application of available permissible and
commercially acceptable chemicals. The approach taken toward
plant pest and disease problems will be one of integrated pest
management ("IPM"). This may include a combination of control
methods, including biological controls, cultural controls, physical
controls and use of resistant plant varieties, as well as chemical
controls. Plant pest and disease control will be conducted where pest
and disease problems cause a landscape area to fall below the Master
Association's or its authorized agent's quality expectation levels.
3. Contractor agrees to treat all shrubs and trees under 15 feet in total
height and other plants with proper amounts of commercially
acceptable materials to control mites, insects, mollusks, and other
pests and diseases that are susceptible to standard IPM treatments. A
tree specialist will handle spraying trees over 15 feet in total height.
G. Weed Control.
1. Contractor is responsible to keep all landscaped areas maintained
essentially free of noxious weeds prior to the time that such weeds
go to seed, weather and soil conditions permitting.
2. Certain undesirable noxious weeds, including but not limited to
bermuda, oxalis, nut grass, kikuya grass and others may not be
susceptible to chemical or manual control, and to that extent,
Contractor shall only be responsible to take such necessary action as
is the custom and practice of the landscape maintenance industry for
job sites similar to this project.
H. Extra Work.
Contractor will furnish the Master Association a written estimate for
materials, labor and special equipment involved in the removal of
plant materials, replanting of trees and shrubs, installation of
C4.�tROVE-129 AS TO 301W41-1,"
V�
groundcover, drainage system repair, irrigation system repair,
reseeding and sodding of turf areas, over seeding of turf areas, all
mechanical or chemical aeration of turf areas, and all street
maintenance. The Contractor will not proceed until authorization
has been received. All removal or replacement of plant materials
(when not caused by Contractor's neglect or fault) shall be provided
at an extra charge upon approval of Master Association.
2. Contractor will be available for after-hours emergency calls.
Emergency calls shall be defined as calls relating to irrigation issues
or fallen trees.
3. Contractor or vendors will be available for storm related items (i.e.
sand bagging, slope protection, etc.).
I. Monthly Reports.
1. Contractor will meet at least once per month with a designated
representative of the Master Association to walk the Master
Association's landscape maintenance areas.
2. Prepare and submit a written report to the Master Association Board
of Directors on a monthly basis, which will contain, at a minimum,
the following information:
a. Monthly water usage per each water meter;
b. Telephone log of work orders and complaints (if any) from
preceding month;
C. Extras report that coincides with the Contractor's billing;
d. Planting proposal for approval by the Association for the
upcoming month; and
e. Landscape schedule for the upcoming month and concerns, if
any, from past month.
J. Modifications.
This Plan may be amended from time to time upon the City's receipt of a written
request from a duly authorized representative of the Master Association and with the approval of
the City's Community Development Director and review by the City Attorney.
1230865.1
'r�-VPkOWED AS TO FORM
,2)m vv�
1�
City Attorney I t (0
EXHIBIT "E"
RESTROOM CLEANING SPECIFICATIONS
Licensee shall, in its sole expense, clean the restrooms at the License Area as follows:
1. Removing trash in restroom and outside.
2. Sweeping adjacent outside ramps and walkways.
3. Sweeping, cleaning, and mopping all floors with an antibacterial disinfectant
cleaner.
a. Clean mop water will be used for each separate facility.
b. Liquid floor drain maintainers will be used weekly.
4. Cleaning floor drain tops and troughs of all debris.
5. Cleaning, sanitizing, and towel -drying drinking fountains and removing
encrustations.
6. Cleaning and sanitizing all toilets, urinals, and sinks.
a. Stainless -steel sinks will be polished so that all visible stains are removed.
b. Sprayable bacteria digester will be used in area surrounding urinals and
men' s toilets.
c. Liquid uratic salt remover will be used in urinals weekly.
d. Urinal deodorizer screens will be replaced monthly.
e. Toilets and urinals will be unclogged as needed.
7. Dusting, cleaning, and drying restroom fixtures.
8. Cleaning and refilling all dispensers for soap, toilet paper, paper towels and seat
covers on each visit.
9. Cleaning partitions and walls.
10. Utilize long- lasting, spray liquid fragranced air freshener.
11. Remove small graffiti incidents with a graffiti removal product. Larger graffiti
incidents shall be reported to City immediately.
12. Power -washing ceiling, walls, floors, drainage troughs (biannual detail only)
13. Prior to entering restrooms, Licensee personnel shall announce who they are and
that they are there to clean the restrooms. Signs shall be posted stating that the
restrooms are being cleaned.
Signs shall be posted where they will inhibit patrons from entering the restrooms.
Licensee will open and close each park and beach restroom daily.
TSG — Parcel 1, LLC Exhibit E-1
Certain materials (soap, toilet paper, paper towels, seat covers, bacteria digester, uratic
salt remover, deodorizer screens, and fragranced air freshener) shall be exclusively
supplied by Licensee. All cleaning supplies, materials and tools used in the performance
of this Agreement shall be of good commercial quality and must be approved by the
License Administrator prior to use. If any products used by the Licensee contain materials
on the Cal OSHA List of Hazardous Substances, the Licensee shall provide a material
data safety sheet MSDS) (OSHA form 20) to the License Administrator.
The following products meet the minimum material standards established for performance
of this work.
All- Purpose Cleaner: Fast Act
2. Toilet/ Urinal Cleaner /Disinfectant: Comet Cleanser
3. Drinking Fountain Cleaner /Disinfectant: Comet Cleanser
4. Stainless Steel Cleaner: Any Lemon Oil
License Administrator may approve the use of an equivalent alternative product.
Restroom conditions considered to be potentially hazardous to the public (including
broken windows, vandalism, and /or facility damage), homeless encampments, stored
personal belongings, or other identified items shall be noted and a description as
identified by the Licensee during the normal inspection and cleaning process, shall be
reported immediately to the License Administrator.
All services not specifically enumerated but coming under the general heading of "Good
Housekeeping" will be performed by the Licensee.
TSG — Parcel 1, LLC Exhibit E-2
EXHIBIT "F"
EQUIPMENT REPLACEMENT SCHEDULE
Licensee shall, at its sole cost and expense, replace the Playground Equipment at
the License Area as follows:
1. Playground Equipment ongoing replacement(s): Licensee shall replace the
Playground Equipment as needed to strictly maintain the safety of the equipment,
and the health and safety of the public.
2. Playground Equipment full replacement: Licensee shall fully replace all Playground
Equipment every twenty (20) years, beginning twenty years from the Effective Date
Year (i.e., first full replacement to be completed in 2041, second full replacement
to be completed in 2061, etc.), unless City, in its sole and absolute discretion,
determines the Playground Equipment is unsafe and requires Licensee to replace
Playground Equipment at shorter intervals.
3. Playground Surfacing: Licensee shall replace the entire Playground Surfacing
within the Playground area every ten (10) years, beginning ten years from the
Effective Date Year, or as needed to retain safety attenuation unless City, in its
sole and absolute discretion, determines the Playground Surfacing is unsafe and
requires Licensee to replace Playground Surfacing at shorter intervals.
All other equipment, material, items, improvements, and any other structures on
the License Area must be replaced by the Licensee, at its sole cost and expense, as
needed to maintain the License Area in a safe, usable and aesthetically pleasing
condition.
TSG — Parcel 1, LLC Page F-1
EXHIBIT "G"
INSURANCE REQUIREMENTS
Without limiting Licensee's indemnification of City, Licensee will obtain, provide
and maintain at its own expense during the Term of this Agreement, a policy or policies
of insurance of the type, amounts and form acceptable to City. The policy or policies shall
provide, at a minimum, those items described below.
1. Provision of Insurance. Without limiting Licensee's indemnification of City, and
prior to commencement of work on License Area by Licensee or Licensee's
agents, representatives, consultants, contractors and/or subcontractors, Licensee
shall obtain, provide and maintain at its own expense during the Term of this
Agreement policies of insurance of the type and amounts described below and in
a form satisfactory to City. Licensee agrees to provide insurance in accordance
with requirements set forth herein. If Licensee uses existing coverage to comply
and that coverage does not meet these requirements, Licensee agrees to amend,
supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the insurance commissioner to transact business
of insurance in the State of California, with an assigned policyholders' rating of A -
(or higher) and financial size category class VII (or larger) in accordance with the
latest edition of best's key rating guide, unless otherwise approved by the City's
Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Licensee and Licensee's agents,
representatives, consultants, contractors and/or subcontractors, shall
maintain Workers' Compensation Insurance, statutory limits, and
Employer's Liability Insurance with limits of at least one million dollars
($1,000,000) each accident for bodily injury by accident and each employee
for bodily injury by disease in accordance with the laws of the State of
California, Section 3700 of the Labor Code.
Licensee and Licensee's agents, representatives, consultants, contractors
and/or subcontractors, shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its officers,
agents, employees and volunteers.
B. General Liability Insurance. Licensee and Licensee's agents,
representatives, consultants, contractors and/or subcontractors, shall
maintain commercial general liability insurance, and if necessary umbrella
liability insurance, with coverage at least as broad as provided by Insurance
Services Office form CG 00 01, in an amount not less than one million
TSG — Parcel 1, LLC Page G-1
dollars ($1,000,000) per occurrence, two million dollars ($2,000,000)
general aggregate. The policy shall cover liability arising from License Area,
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a business
contract) with no endorsement or modification limiting the scope of
coverage for liability assumed under a contract.
C. Automobile Liability Insurance. Licensee and Licensee's agents,
representatives, consultants, contractors and/or subcontractors, shall
maintain automobile insurance at least as broad as Insurance Services
Office form CA 00 01 covering bodily injury and property damage, including
coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit each
accident.
D. Products -Completed Operations. Licensee shall require and verify that
Licensee's construction contractors and subcontractors maintain
commercial general liability insurance, including products -completed
operations, for a period of at least five (5) years from the time that all work
is completed or obtain coverage for completed operations liability for an
equivalent period.
E. Builder's Risk Insurance. During construction, Licensee shall maintain
Builder's Risk Insurance to cover "All Risk" of physical loss including
coverage for loss or damage from collapse resulting from builder's design
error. All property stored off -site or in transit must be covered. The value
insured shall cover 100% of the completed contract cost and include Boiler
& Machinery and Soft Costs and shall be maintained until full acceptance
by City. The "All Risk" coverage shall contain no coinsurance clause.
Earthquake and flood coverage shall be covered to 100% of the completed
contract cost. A waiver of subrogation and primary and non-contributory
endorsements shall be provided to City. Proceeds payable under this
insurance shall be fully payable to City as Loss Payee. Licensee shall be
solely responsible for the payment of any deductible.
4. Endorsements: Policies shall contain or be endorsed to contain the following
provisions:
A. Additional Insured Status. City, its elected or appointed officers, boards and
commissions, officials, employees, agents and volunteers are to be covered
as an additional insured under all general liability, automobile liability and
pollution liability policies with respect to liability arising out of Licensee's
activities related to this Agreement and with respect to use or occupancy of
the License Area.
B. Primary and Non -Contributory. Policies shall be considered primary
insurance as respects to City, its elected or appointed officers, boards and
TSG — Parcel 1, LLC Page G-2
commissions, officials, employees, agents and volunteers as respects to all
claims, losses, or liability arising directly or indirectly from Licensee's
operations. Any insurance maintained by City, including any self -insured
retention City may have, shall be considered excess insurance only and not
contributory with the insurance provided hereunder.
C. Liability Insurance. Liability insurance shall act for each insured and
additional insured as though a separate policy had been written for each,
except with respect to the limits of liability of the insuring company.
D. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, boards and commissions, agents,
officials, employees and volunteers or shall specifically allow Licensee or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Licensee hereby waives its
own right of recovery against City and shall require similar written express
waivers from each of its consultants, contractors or subcontractors.
E. Reporting Provisions. Any failure to comply with reporting provisions of the
policies shall not affect coverage provided to City, its elected or appointed
officers, boards and commissions, officials, employees, agents or
volunteers.
F. Notice of Cancellation. The insurance required by this Agreement shall not
be suspended, voided, canceled, or reduced in coverage or in limits except
after thirty (30) calendar days (ten (10) calendar days written notice of non-
payment of premium) written notice has been received by City. It is
Licensee's obligation to ensure that provisions for such notice have been
established.
5. Additional Requirements.
A. In the event City determines, in its reasonable discretion, that (i) the
Licensee's activities on the License Area creates an increased or decreased
risk of loss to the City, (ii) greater insurance coverage is required due to the
passage of time, or (iii) changes in the industry require different coverage
be obtained, Licensee agrees that the minimum limits of any insurance
policy required to be obtained by Licensee or Licensee's consultants,
contractors or subcontractors, may be changed accordingly upon receipt of
written notice from City. With respect to changes in insurance requirements
that are available from Licensee's then -existing insurance carrier, Licensee
shall deposit certificates evidencing acceptable insurance policies with City
incorporating such changes within thirty (30) calendar days of receipt of
such notice. With respect to changes in insurance requirements that are
not available from Licensee's then- existing insurance carrier, Licensee
shall deposit certificates evidencing acceptable insurance policies with City,
TSG — Parcel 1, LLC Page G-3
incorporating such changes, within ninety (90) calendar days of receipt of
such notice.
B. Any deductibles or self -insured retentions applicable to the commercial
property or insurance purchased in compliance with the requirements set
forth herein shall be approved by City.
C. Licensee and Licensee's consultants, contractors and/or subcontractors
shall be subject to the insurance requirements contained herein unless
otherwise specified in the provisions above or written approval is granted
by City. Licensee shall verify that all consultants, contractors and/or
subcontractors maintain insurance meeting all the requirements stated
herein, and Licensee shall ensure that City is an additional insured on
insurance required from contractors, consultants and/or subcontractors.
D. For general liability coverage, contractors, consultants and/or
subcontractors shall provide coverage with a format at least as broad as
provided by Insurance Services Office form CG 20 38 04 13. Unless written
approval is granted by City, contractors and/or subcontractors shall also
provide an additional insured endorsement at least as broad as ISO Form
CG 20 37.
E. If Licensee maintains higher limits than the minimums shown above, City
requires and shall be entitled to coverage for the higher limits maintained
by the Licensee. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
City.
F. Licensee shall give City prompt and timely notice of any claim made or suit
instituted arising out of or resulting from Licensee or Licensee's agents,
representatives, consultants, contractors or subcontractors performance
under this Agreement.
G. Licensee shall provide certificates of insurance, with original endorsements
as required above, to City as evidence of the insurance coverage required
herein. Insurance certificates must be approved by City prior to
commencement of work or issuance of any permit. Current certification of
insurance shall be kept on file with City at all times during the term of this
Agreement.
H. All required insurance shall be in force on the Effective Date and shall be
maintained continuously in force throughout the term of this Agreement. In
addition, the cost of all required insurance shall be borne by Licensee or by
Licensee's consultants, contractors or subcontractors.
If Licensee or Licensee's consultants, contractors or subcontractors fail or
refuse to maintain insurance as required in this Agreement, or fail to provide
proof of insurance, City has the right to declare this Agreement in default
TSG — Parcel 1, LLC Page G-4
without further notice to Licensee, and City shall be entitled to exercise all
available remedies.
J. Licensee agrees not to use the License Area in any manner, even if use is
for purposes stated herein, that will result in the cancellation of any
insurance City may have on the License Area or on adjacent License Area,
or that will cause cancellation of any other insurance coverage for the
License Area or adjoining License Area. Licensee further agrees not to
keep on the License Area or permit to be kept, used, or sold thereon,
anything prohibited by any fire or other insurance policy covering the
License Area. Licensee shall, at its sole expense, comply with all
reasonable requirements for maintaining fire and other insurance coverage
on the License Area.
TSG — Parcel 1, LLC Page G-5
q P 309 �+ 54 ® U
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Insured Name
Parkhouse Residences, LLC (FV0000106
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Parkhouse Residences, LLC
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lji Insured
Name:
Account Number:
Address:
Status:
Insured
Parkhouse Residences, LLC
FV00001069
18565 Jamboree Road, Suite 200,
Irvine, CA, USA, 92612
Compliant with Waived
Deficiencies.
Business Unit(s) Print Insured Info
Account Information
Account Number: FV00001069
Risk Type: Professional
Services
Agreement
Do Not Call: Address Updated:
Address Information
Mailing Address Physical Address
Insured: Parkhouse
Residences,
LLC
Address 1: 18565 4201 Uptown Newport Drive
Jamboree
Road, Suite
200
Address 2:
City: Irvine Newport Beach
Rtata• C..A ( A
i
Zip: 92612 92660
Country: USA USA
Contract Information
Contract Number
Contract Start Date: Contract End Date:
Contract Effective Date: Contract Expiration Date
Description of Services: Temporary Safety Form II:
License
Agreement
Contact Information
Contact Name:
Terri Misc:
Hovdestad
Phone Number:
9492211788 Alt Phone Number:
Fax Number:
9492211799
E-Mail Address:
info@dldins.com; maegan.kawczynski@assu
partners.com
Approval Date
Rush: No
Contract on File: No
Certificate Received: Yes
Indemnification Agreement: No
Tax Id:
This Account created by 936 on 10/10/2023.