HomeMy WebLinkAboutC-7019-1 - Entry Permit for 3300 Newport BoulevardI
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ENTRY PERMIT
THIS ENTRY PERMIT ("Entry Permit") is made as of JJ0uAQy 11 , 2016, by and
between the CITY OF NEWPORT BEACH (hereinafter "Licensor"), and OLSON REAL ESTATE
GROUP, INC., a California corporation, dba R.D. Olson Development (hereinafter "Licensee").
RECITALS
A. Licensor and Licensee are parties to that certain GROUND LEASE dated +k 6
�%i� (hereinafter "Ground Lease") concerning certain real property owned by
Licensor in the City of Newport Beach consisting of that certain real property within the City of Newport
Beach, County of Orange, State of California, with the common street addresses of 3300 Newport
Boulevard and 475 32nd Street, Newport Beach, California (hereinafter, "Property").
B. Licensee desires to come on the Property for the purpose of inspecting the same,
conducting soils, engineering, environmental abatement and other tests, surveys and such other activities
Licensor may expressly authorize in writing from time to time.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. License to Enter Property. Licensor hereby grants to Licensee a nonexclusive license and
permission to enter upon the Property for the purposes set forth above and for no other purpose, subject to
Licensee's strict compliance with all the terms of this Entry Permit; provided, that Licensee's uses of the
Property permitted hereunder shall not interfere with the reasonable use and enjoyment thereof by
Licensor or any lessees, occupants or persons claiming through or under Licensor. Licensee shall not
permit any other party, except Licensee's duly authorized employees, agents and independent contractors,
to enter or use the Property during the term of this Entry Permit without Licensor's prior written consent.
Notwithstanding anything to the contrary in this Entry Permit, (a) if Licensee desires to undertake any
inspection, investigation, testing, or abatement of the Property with respect to the presence of hazardous
or toxic substances or any substance which requires investigation or remediation under any federal, state
or local statute, regulation, ordinance, order, action or policy, Licensee shall perform such inspections,
investigations, tests, or abatement using only environmental engineers or consultants reasonably
approved, in writing, by Licensor and pursuant to a work plan reasonably approved, in writing, by
Licensor, and (b) if Licensee desires to perform soils borings or other intrusive testing of any type,
Licensee shall perform such work only using contractors reasonably approved, in writing, by Licensor
and pursuant to a work plan approved, in writing, by Licensor.
2. Government Reaulations and Other Obligations of Licensee. Licensee shall obtain at its
sole cost and expense all governmental permits and authorizations of whatever nature required by any and
all applicable governmental agencies, including Licensor, for Licensee's use of the Property, and will
furnish Licensor evidence of such permits and authorizations. While on the Property, Licensee will
comply and will cause Licensee's contractors and Licensee's and its contractors' respective employees,
invitees, representatives, agents and subcontractors and any other parties directly or indirectly employed
by any of the foregoing or for whose acts any of the foregoing may be liable (collectively,
"Representatives") on the Property to comply with all applicable governmental laws and regulations.
All persons who enter upon the Property pursuant to this Entry Permit do so at their own risk, and shall
comply with any and all instructions and directions of Licensor. Licensee shall cause such persons to
observe strict fire and smoking precautions, and shall ensure that no fires are lighted on the Property and
that no firearms or intoxicating liquor shall be carried onto the Property by any persons entering thereon
pursuant hereto.
3. Special Notice. Licensor shall have no duty to inspect the Property to which this Entry
Permit applies and shall have no duty to warn any person of any latent or patent defect, condition or risk
that may exist in the Property or that might be incurred in the exercise of the rights granted herein.
4. Maintenance and Condition of Property. During the term of this Entry Permit, Licensee
will be responsible for any damage done to the Property during such term by Licensee or its
Representatives. Licensee agrees to pay all utility charges, if any, allocable to its use of the Property.
5. No Construction or Signs without Permission. No structure, signs or other improvement
of any kind shall be constructed and no grading or moving of earth (other than customary soils or
subsoils, drainage or other engineering tests and environmental abatement) shall be undertaken on the
Property by Licensee or its Representatives without the express prior written permission of Licensor in
each case, which approval shall not be unreasonably withheld, conditioned or delayed, and then only
pursuant to plans, specifications and proposed location thereof specifically approved, in writing, by
Licensor in each case. No approval by Licensor of any plans or specifications shall be deemed to
constitute an approval of architectural or engineering design or to be a representation or warranty by
Licensor as to the adequacy or sufficiency of such plans and specifications or the improvements or
grading contemplated thereby for any use or purpose; but such approval shall merely be the consent of
Licensor as required hereunder in connection with Licensee's performance of said operation. Licensor by
approving such plans and specifications assumes no responsibility or liability for any defect in any
improvements constructed or grading done on the basis of such plans and specifications. At Licensor's
option, all such improvements made by Licensee shall either become the sole property of Licensor upon
expiration or termination of this Entry Permit, without the payment of any consideration to Licensee, or
shall be removed by Licensee at its sole cost and expense, and the Property shall be fully restored to its
original condition. Upon completion of any approved grading, excavation or any test boring site, any
exposed openings shall be backfilled, and compacted, and any disturbed ground shall be leveled to its
prior condition. Licensee shall cause all of its activities hereunder to be performed in a safe manner and
shall not cause to exist any dangerous or unsightly condition.
6. Liens. Licensee shall not suffer or permit to be enforced against the Property, or any part
thereof, any mechanics', materialmen's, contractors' or subcontractors liens or any claim for damage
arising from the work of any construction, excavation, survey, tests, grading, repair, restoration,
replacement or improvement, or any other work, performed by Licensee or its Representatives, but
Licensee shall pay or cause to be paid all of said liens, claims or demands before any action is brought to
enforce the same against the Property. Licensee expressly agrees to indemnify, defend and hold harmless
Licensor, all of the other "Indemnitees" (as that term is defined below), and the Property free from all
liability for any and all such liens, claims and demands, together with reasonable attorneys' fees and all
costs and expenses in connection therewith. Notwithstanding anything to the contrary set forth above, if
Licensee shall in good faith contest the validity of any such lien, claim or demand, then Licensee shall, at
its expense, defend itself and the Indemnitees against the same and shall pay and satisfy any adverse
judgment that may be rendered thereon before any enforcement thereof against Licensor or the Property,
but only upon the condition that if any Indemnitee shall so require, Licensee shall procure and record or
furnish to Licensor a surety bond or other acceptable security satisfactory to Licensor in an amount at
least equal to such contested lien, claim or demand indemnifying the Indemnitees against liability for the
same, and holding the Property free from the effect of any such lien or claim. Licensor reserves the right
at any time and from time to time to post and maintain on said Property, or any portion thereof or
improvement thereon, such notices of non -responsibility or otherwise as may be necessary to protect the
Indemnitees against liability for all such liens and claims.
7. Notices of Non -responsibility. Licensor may, at Licensor's sole expense, post on the
Property and record in the Office of the Recorder, Orange County, California, a notice or notices of non -
responsibility.
8. Licensor Not Liable. Licensee hereby agrees to defend, indemnify, and save harmless
Licensor, its Council, boards, commissions, officers, attorneys, employees and agents (collectively, the
"Indemnitees"), from and against any and all claims, suits, actions liability, loss, damage, expense, cost
(including, without limitation, costs of litigation and attorneys' fees) of every nature, kind or description,
(collectively "Claims") which may be brought against, or suffered or sustained by, Licensor, its Council,
boards, commissions, officers, attorneys, employees or agents arising or resulting directly or indirectly
from any act or omission of Licensee, its officers, employees or agents in the performance of any services
or work pursuant to this Entry Permit; provided, however, that no Indemnitee shall be entitled to
indemnification hereunder to the extent any such Claim is ultimately established by a court of competent
jurisdiction to have been caused solely by the negligence or willful misconduct of such Indemnitee (and
the acts or failures to act of any consultant, contractor, or other agent or representative shall not be
attributed to such Indemnitee). The duty of Licensee to indemnify and save harmless, as set forth herein,
shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided,
however, that nothing herein contained shall be construed to require Licensee to indemnify Licensor, its
Council, boards, commissions, officers, employees and agents against any responsibility or liability in
contravention of Section 2782 of the California Civil Code. Licensee, as a material part of the
consideration of this Entry Permit, hereby releases the Indemnitees from and waives all claims or
demands against Licensor and the other Indemnitees for any such loss, damage or injury of Licensee or
Licensee's property.
9. Licensor Payment of Claims. In addition to and not in limitation of Licensor's other
rights and remedies under this Entry Permit, should Licensee fail within ten (10) business days of a
written request from Licensor either (a) to pay and discharge any lien or claim arising out of Licensee's
use of the Property or to have bonded around such liens or claims as provided above in Paragraph 6, or
(b) to indemnify and defend the Indemnitees from and against any Claim as provided above in Paragraph
8, then in any such case Licensor may, at its option, pay any such lien or claim or settle or discharge any
action therefor or satisfy any judgment thereon, and all costs, expenses and other sums incurred by
Licensor in connection therewith (including but not limited to reasonable attorneys' fees) shall be paid to
Licensor by Licensee upon written demand, together with interest thereon at the maximum contract rate
permitted by law from the date incurred or paid until repaid and any default either in such initial failure to
pay or subsequent repayment to Licensor shall at Licensor's option constitute a breach under this Entry
Permit.
10. Insurance,
10.1 Required Insurance. During the entire License Term, Licensee, at its sole cost
and expense, shall maintain or cause to be maintained insurance policies protecting against all of
the following types of risk and loss:
10.1.1 Insurance against loss or damage to the Improvements on the Property,
resulting from fire, earthquake (to the extent commercially available at commercially
reasonable rates), windstorm, hail, lightning, vandalism, malicious mischief, riot and civil
commotion, and such other perils ordinarily included in extended coverage fire insurance
policies. Such insurance shall be maintained in an amount not less than one hundred
percent (100%) of the full insurable value of the Improvements, all furnishings, fixtures,
and equipment on the Property from time to time, and the estimated cost of any
architectural and engineering fees, inspection and supervision costs, and other costs that
would be incurred to replace the Improvements on the Property to their pre-existing
condition. As used herein, the term "full insurable value" shall mean the actual
replacement cost (excluding the cost of excavation, foundations, and footings below the
ground level and without deduction for depreciation) of the Improvements, including
without limitation the cost of construction of the Improvements, architectural and
engineering fees, inspection and supervision, and applicable governmental permit fees.
To ascertain the amount of coverage required, Licensee shall cause the full insurable
value to be determined from time to time by the insurer or by a qualified expert mutually
acceptable to Licensor and Licensee, not less often than once every three years. Licensor
shall be included as a loss payee under the commercial property insurance.
10.1.2 Commercial general liability insurance, to protect against loss from
liability imposed by law for damages on account of personal injury, including death
therefrom, suffered or alleged to be suffered by any person or persons whomsoever,
resulting directly or indirectly from any act or activities of Licensee or under Licensee's
control or direction, and also to protect against loss from liability imposed by law for
damages to any property of any person caused directly or indirectly by or from the acts or
activities in connection with the Property and Improvements of Licensee or its invitees
and sublicensees, or any person acting for Licensee, or under its control or direction.
Any such property damage and personal injury insurance maintained by Licensee at any
time during the term of this Entry Permit shall name Licensor and its officials, officers,
employees, agents, volunteers, and consultants as additional insureds and shall also
provide for and protect Licensor against incurring any legal cost in defending claims for
alleged loss. Coverage shall be at least as broad as that provided by Insurance Services
Office form CG 00 01 and may be arranged through any combination of primary and
excess insurance as required to achieve the limits specified, provided that any excess
liability policy does not restrict coverage provided in the primary policy. Such personal
injury and property damage insurance shall be maintained in full force and effect during
the entire term of this Entry Permit in an amount not less than Five Million Dollars
($5,000,000.00) combined single limit, Ten Million Dollars ($10,000,000) in the
aggregate, as of the Effective Date of Entry Permit, Licensee agrees that the provisions
of this Section 10. 1.2 as to maintenance of insurance shall not be construed as limiting in
any way the extent to which Licensee may be held responsible for the payment of
damages to persons or property resulting from Licensee's activities, the activities of its
invitees and sublicensees, or the activities of any other person or persons for which
Licensee is otherwise responsible.
10.1.3 Business automobile coverage for bodily injury and property damage
liability for all activities of Licensee arising out of or in connection with the activities and
services to be performed and provided pursuant to this Entry Permit, including coverage
for any owned, hired, non -owned, or rented vehicles, in an amount not less than Five
Million Dollars ($5,000,000.00) combined single limit for each occurrence.
10.1.4 Builder's risk insurance during all periods of construction,
reconstruction, or alteration of any Improvements on the Property against "all risk" of
physical loss, including without limitation the perils of flood, collapse, and transit, with
deductibles acceptable to Licensor, covering the total cost of work performed, equipment,
supplies, and material furnished on a replacement cost basis with no co-insurance
penalty.
10.1.5 Contractor's pollution liability insurance for contractors or
subcontractors performing construction work written on a form acceptable to Licensor
providing coverage for liability arising out of sudden, accidental, and gradual pollution.
The policy limit shall be not less than One Million Dollars ($1,000,000.00) per claim and
Two Million Dollars ($2,000,000.00) in the aggregate. When this insurance is required,
all activities comprising the work shall be specifically scheduled on the policy as
"covered operations." The policy shall provide coverage for the hauling of waste from
the Property to the final disposal location, including non -owned disposal sites.
Products/completed operations coverage must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of the work.
10.1.6 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.
Such workers compensation insurance shall cover all persons employed by Licensee in
connection with the Property and Improvements, and shall cover full liability for
compensation under any such act aforesaid, based upon death or bodily injury claims
made by, for or on behalf of, any person incurring or suffering injury or death in
connection with the Property and improvements, or the operation thereof by Licensee. In
addition, Licensee shall require each subtenant and subcontractor to similarly maintain
workers compensation insurance and employer's liability insurance meeting the
requirements of this Section 10.1.6 for all of said subcontractor's employees.
10. 1.7 Licensee hereby agrees to waive rights of subrogation which any insurer
of Licensee may acquire from Licensee by virtue of payment of any loss. Licensee
agrees to obtain any endorsements that may be necessary to effectuate this waiver of
subrogation. The workers compensation policy shall be endorsed with a waiver of
subrogation in favor of Licensor for all work performed by Licensee, its employees,
agents, and contractors and subcontractors.
10.2 In the event that the holder of a Mortgage obtained in accordance with Section
12.1 of the Ground Lease which has registered its name and address with Licensor acquires the
leasehold interest created by the Ground Lease, such Mortgagee shall have the right to self -insure
with respect to the risks specified in this Section 10 if such Mortgagee is an Institutional Lender.
10.3 General Insurance Provisions and Requirements. Licensee shall provide copies
of all insurance policies or certificates of insurance, with original endorsements, to Licensor as
evidence of the insurance coverage required herein. Insurance certificates must be approved by
Licensor prior to the Commencement Date and prior to commencement of performance by
Licensee or issuance of any permit. Current certification of insurance shall be kept on file with
Licensor at all times during the Entry Permit Term. Licensee shall also deliver to Licensor
appropriate evidence of payment of the premiums for all required insurance prior to the
Commencement Date and thereafter, during the entire Entry Permit Term, at least thirty (30) days
prior to expiration of coverage.
10.4 All insurance provided under Section 10 of this Entry Permit shall be primary
insurance for the benefit of Licensee and Licensor and not contributory with any other insurance
that may be maintained from time to time by Licensor in its sole and absolute discretion. Each
insurer shall waive all rights of subrogation against Licensor, its elected and appointed officers,
officials, employees, agents, and volunteers. Licensor and its elected and appointed officers,
officials, employees, agents, and volunteers are to be covered as additional insureds under all
general, liquor, and pollution liability policies with respect to liability arising out of Licensee's
activities related to this Entry Permit and with respect to Licensee's use and occupancy of the
Property. Said insurance shall also be for the benefit of the Mortgagee, if any.
10.5 Licensor shall be listed as payee on property and builder's risk policies
10.6 Licensee covenants not to keep on the Property or permit to be kept, used, or sold
thereon, anything prohibited by any fire or other insurance policy covering the Property.
10.7 All insurance shall be written on an occurrence -made form except pollution
liability insurance.
10.8 All insurance policy aggregates shall apply separately to this project, location,
and Entry Permit.
10.9 Licensee shall require and verify that all contractors and subcontractors maintain
insurance meeting all the requirements stated herein and Licensee shall ensure that Licensor is an
additional insured on the insurance required from contractors and subcontractors. For CGL
coverage, contractors and subcontractors shall provide coverage with a format least as broad as
CG20380413.
10.10 Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to Licensor, its elected and appointed officers, officials, employees, agents,
and volunteers.
10.11 The insurance required by this Entry Permit shall not be suspended, voided,
canceled, or reduced in coverage or limits except after thirty (30) calendar days (ten (10) calendar
days written notice of non-payment of premium) written notice has been received by Licensor. It
shall be Licensee's obligation to ensure that provisions for such notice have been established.
10.12 All insurance provided under Section 10 hall be periodically reviewed by the
Parties for the purpose of adjusting the minimum limits of such insurance to amounts which may
be reasonable and customary for similar facilities of like size and operation; provided, however,
that in no event shall Licensor be required to consent to or approve a reduction in the amount of
insurance to be provided pursuant to Section 10.1.2.
10.13 The insurance to be provided by Licensee may provide for a deductible or self-
insured retention of not more than Ten Thousand Dollars ($10,000.00). In the event such
insurance does provide for deductibles or a self-insured retention, Licensee agrees that it will
fully protect Licensor, its boards, officials, officers, employees, and consultants in the same
manner as these interests would have been protected had the policy or policies not contained the
deductible or retention provisions.
10.14 All insurance herein provided for under Section 10.0 shall be effected under
policies issued by insurers of recognized responsibility licensed or permitted to do business 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 Manager of Licensor or his or her designee.
10.15 Any insurance required to be maintained by Licensee pursuant to Section 10 may
be taken out under a blanket insurance policy or policies covering other premises or properties,
and other insureds in addition to the Parties hereto; provided, however, that any such policy or
policies of blanket insurance shall specify therein, or supplemental written certification from the
insurers under such policies shall specify, the amount of insurance irrevocably allocated to the
coverage to be provided under Section 10 and provided further, that in all other respects, any such
blanket policy shall comply with the other provisions of Section 10.
10.16 Licensee hereby waives any claim against Licensor for any loss that is required
to be covered by insurance of the type specified in Section 10.
10.17 By requiring insurance herein, Licensor does not represent that coverage and
limits will necessarily be adequate to protect Licensee, and such coverage and limits shall not be
deemed as a limitation on Licensee's liability under the covenants set forth in this Entry Permit,
including without limitation the indemnity provisions herein.
10.18 Licensee shall give Licensor prompt and timely notice of any claim made or suit
instituted arising out of or resulting from Licensee's performance under this Entry Permit and
confirmation, if such be the fact, that the claim or suit has been tendered to Licensee's insurer and
the insurer has accepted said tender.
10.19 Failure to Maintain Insurance. if Licensee fails or refuses to procure or maintain
insurance as required by this Entry Permit, Licensor shall have the right, but not the obligation, at
Licensor's election, and without notice to Licensee or any Mortgagee, to procure and maintain
such insurance. The premiums paid by Licensor shall be treated as additional rent due from
Licensee, to be paid on the first day of the month following the date on which the premiums are
paid. Licensor shall give prompt notice of the payment of such premiums, stating the amounts
paid and the name of the insured(s).
10.20 Disposition of Insurance Proceeds Resulting from Loss or Damage to
Improvements.
10.21 Subject to the provisions of Section 10.22 below, proceeds of insurance with
respect to loss or damage to the Improvements to be maintained and repaired by Licensee during
the Entry Permit Tenn shall be payable, under the provisions of the policy of insurance, to
Licensee or, if such loss or damage involves the need for Licensee to obtain any governmental
approvals or permits, jointly to Licensee and Licensor, and said proceeds shall constitute a trust
fund to be used for the repair, restoration, or reconstruction of the Improvements in accordance
with plans and specifications approved in writing by Licensor.
10.22 In the event this Entry Permit is terminated by mutual agreement of Licensor and
Licensee and the Improvements are not repaired, restored, or reconstructed, the insurance
proceeds shall be applied first to any payments due under this Entry Permit from Licensee to
Licensor, second to restore the Property to a neat and clean condition, and finally any excess shall
be paid to Licensee; provided, however, that during any period when there is an outstanding
Mortgage upon the Improvements, such proceeds shall be applied first to discharge the debt
secured by the Mortgage and then for the purposes and in the order set forth above in this
paragraph.
H. Termination and Remedies. Unless otherwise specifically agreed to by Licensor and
Licensee, the right of entry granted by this Entry Permit shall terminate on the first to occur of (a) the
commencement date of the Ground Lease or (b) the termination of the Ground Lease. In addition, if
Licensee shall be in breach of any of its obligations under this Entry Permit, Licensor shall have the right
to terminate this Entry Permit by written notice to Licensee. Licensee acknowledges that this is solely an
Entry Permit in the nature of a license and that Licensee has no rights as an owner, purchaser or tenant by
virtue hereof. Upon termination of this Entry Permit, Licensee shall promptly vacate the Property and
Licensor may reenter and take exclusive possession of the Property and remove all persons or things
therefrom, without legal process to the maximum extent permitted by law, or by such legal process as
Licensor may deem appropriate. In the event of termination hereof due to a breach or threatened breach
by Licensee of any provision hereunder, Licensor may seek any remedy available at law or in equity,
including but not limited to a suit for damages for any compensable breach or noncompliance herewith or
an action for specific performance or injunction. All remedies provided herein or by law or equity shall
be cumulative and not exclusive. No termination or expiration of this Entry Permit shall relieve Licensee
of its obligations to perform those acts required to be performed either prior to or after its termination.
12. Licensor's IT Equipment. Licensor maintains information technology (IT) equipment at
various locations on the Property. Licensee shall avoid any areas on the Property that house Licensor's IT
equipment. Any test or abatement in areas with IT equipment must be specifically authorized in writing
by City's IT Manager,
13. Licensor Inspection. Licensor and any authorized representative, employee, agent or
independent contractor, shall be entitled to enter and inspect the Property or any portion thereof or
improvements or work of Licensee thereon at any time and from time to time.
14. Assignability. This Entry Permit may not be assigned, whether voluntarily or by
operation of law, and Licensee shall not permit the use of the Property, or any part thereof, except in strict
compliance with the provisions hereof, and any attempt to do so shall be null and void.
15. No Attorney's Fees. In the event any declaratory or other legal or equitable action is
instituted between Licensor and Licensee in connection with this Entry Permit or the subject matter
hereof, then the prevailing party shall not be entitled to attorney's fees..
16. Notices. Any notice, request, demand, consent, approval or other communication
required or permitted hereunder or by law shall be validly given or made only if in writing and delivered
in person or by independent courier service to the other party at the address(es) below, or deposited in the
United States mail, duly certified or registered (return receipt requested), postage prepaid, and addressed
to the party for whom intended, as follows:
If to Licensee: Olson Real Estate Group, Inc.
520 Newport Center Drive, Ste. 600
Newport Beach, CA 92660
Attention: Robert D. Olson
With Copy to: Scott S. Pollard, Esq.
2804 Cliff Drive
Newport Beach, CA 92663
If to Licensor: City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: Community Development Director
With Copy to: City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Attorney
Any party may from time to time, by written notice to the other as provided above, designate a different
address which shall be substituted for that specified above. If any notice or other document is sent by
mail as aforesaid, the same shall be deemed served or delivered forty-eight (48) hours after mailing
thereof as above specified. Notice by any other method shall be deemed served or delivered upon actual
receipt at the address listed above.
17. Miscellaneous. This instrument constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements,
representations and understandings of the parties hereto, oral or written, are hereby superseded and
merged herein. No supplement, modification or amendment of this Entry Permit shall be binding unless
in writing and executed by the parties hereto. No waiver of any of the provisions of this Entry Permit
shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any
waiver be a continuing waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. This Entry Permit shall be construed and enforced in accordance with, and governed
by, the laws of the State of California. The headings of this Entry Permit are for purposes of reference
only and shall not limit or define the meaning of the provisions hereof. This Entry Permit may be
executed in any number of counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument. Neither this Entry Permit nor a short form memorandum or
assignment hereof shall be filed or recorded in any public office and any attorneys' fees or other costs
incurred in clearing such cloud on title to the Property shall be Licensee's responsibility. If more than
one party executes this Entry Permit as Licensee, then the obligations and liabilities of all such parties
shall be joint and several.
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[signature(s) on following page(s)]
IN WITNESS WHEREOF, the parties hereto have executed this Entry Permit as of the date first
above written.
"LICENSEE"
OLSON REAL ESTATE GROUP, INC.,
a California corporation
By:
Name: ISta ke 6\iA"
Title: giLe. P.e�,du„� oJ� f4,.l,�e
By:
Name: N; ;
Title: Vita tre��cl�,,, eE Ca�S{r�chsi.�
10
"LICENSOR"
CITY OF NEWPORT BEACH,
a California municipal corporation
By:
Name:
Title:
I1
Leilani I. Brown,
City Clerk
Aaron C. H�w
City Attorney
4r. I
021 Ill I W
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