AGENDA REPORT
Meeting Date: November 12, 2025
Item Number:
To: Honorable Mayor & City Council
From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Senior Management Analyst
Subject: APPROVAL OF LICENSE AGREEMENT FOR USE OF REAL
PROPERTY BY AND BETWEEN THE CITY OF BEVERLY HILLS
AND AXIOM GROUP AT 8401 WILSHIRE BOULEVARD, 8421
WILSHIRE BOULEVARD, AND 111 NORTH GALE DRIVE
Attachment: 1. License Agreement
RECOMMENDATION
Staff recommends City Council approve a License Agreement for Use of Real Property (the “License Agreement”) by and between the City of Beverly Hills and Axiom Group (the “Contractor”) at 8401 Wilshire Boulevard, 8421 Wilshire Boulevard, and 111 North Gale Drive, all of which are known as the Gale Yard.
INTRODUCTION
The non-exclusive license agreement to Axiom Group allows the contractor to utilize a portion of 8401 Wilshire Boulevard, 8421 Wilshire Boulevard and 111 North Gale Drive, all of which are known as the Gale Yard, for staging associated with the construction of a public safety center for the new Los Angeles County Metropolitan Transit Authority (“LACMTA”) Wilshire/La Cienega station.
DISCUSSION
Pursuant to a separate agreement, the City of Beverly Hills and LACMTA have agreed that LACMTA will construct a Beverly Hills public safety center for the new Purple Line Metro station at Wilshire Boulevard and La Cienega Boulevard, and the City will reimburse LACMTA’s reasonable construction costs. Construction is currently estimated to take until late Summer 2026.
LACMTA has contracted with Axiom Group to carry out the project’s construction, and the City proposes to mitigate construction expenses by providing a non-exclusive license to Meeting Date: November 12, 2025
the Contractor for staging and storage of relevant materials and equipment on City-owned property at the Gale Yard. The site most recently served as a staging yard that included a muck shaft for removal of material from tunneling activities for LACMTA in the construction of the Purple Line expansion along Wilshire Boulevard. The subject property is unimproved and enclosed by fencing, providing an optimal staging and storage area that is close to the future public safety center. LACTMA has recently terminated its temporary construction easements at the property, making the Gale Yard available for use under the proposed License Agreement.
If the City does not approve the License Agreement, the Contractor may secure space for construction staging at an alternate site nearby and the City will be responsible for reimbursing for those expenses, currently estimated at $3,500 per month.
The proposed License Agreement has the following key terms:
• The license agreement is contingent on LACTMA terminating all temporary construction easements at the Gale Yard;
• The license expiration date shall be the sooner of (i) completion of the construction project; (ii) thirty (30) days written notice of termination by either party to the other; or (iii) termination by City for Contractor default;
• There is no license fee payable to the City;
• Contractor shall be responsible for all maintenance and repair responsibilities related to their use of the licensed area; and
• Contractor shall have non-exclusive access to the licensed area, and the City will be permitted to enter so long as such entry does not unreasonably interfere with the Contractor’s use.
FISCAL IMPACT
The proposed License Agreement to the Contractor does not include for any license fee payable to the City. If the City does not approve the License Agreement, the Contractor may secure space for construction staging at an alternate site nearby and the City will be responsible for reimbursing for those expenses, currently estimated at $3,500 per month.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
B0785-0001\3178098v1.doc
LICENSE AGREEMENT FOR USE OF REAL PROPERTY
THIS LICENSE AGREEMENT FOR USE OF REAL PROPERTY (“Agreement”) is dated as of _____________, 2025 (“Commencement Date”), and is entered into by and between AXIOM GROUP, a California Corporation (“Contractor”), and the CITY OF BEVERLY HILLS, a California municipal corporation (“Owner”) .
RECITALS
A. Owner owns the land described on Exhibit “A” (the “Licensed Area”).
B. Contractor desires to obtain from Owner a license to use the Licensed Area as a staging area for a project it is constructing on adjacent land, specifically a public safety center for the new LACMTA Wilshire/La Cienega metro station along the Purple Line (“Project”), and Owner is willing to permit such use upon and subject to the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other consideration, the sufficiency of which is hereby acknowledged, Owner and Contractor agree as follows:
1. License; Condition Precedent. Subject to the timely satisfaction of the following condition, Owner hereby grants to Contractor a non-exclusive license to access and use the Licensed Area to store materials and equipment, at Contractor’s risk, for the Project, but not any hazardous materials. The effectiveness of the license is conditioned upon Los Angeles County Metropolitan Transportation Authority’s vacating the Licensed Area and terminating all rights it may have under existing Temporary Construction Easement Agreement(s) with City affecting the Licensed Area and upon Contractor providing to City evidence of the insurance described in Section 8 below.
2. Repair of Damage. Contractor shall promptly repair any damage to the Licensed Area, to the same condition that existed before the damage (unless caused by activities of Owner and not by Contractor or its employees, agents, representatives, invitees, contractors or subcontractors).
3. Term of License; Waive of Relocation Benefits. The term of the license hereunder shall be from the Commencement Date until the earlier of: (i) completion of the Project; (ii) thirty (30) days’ after written notice of termination by either party to the other; or (iii) termination by Owner for Contractor default, as set forth in Section 4 below.
Upon the termination of this Agreement, Contractor’s right to use the Licensed Area shall cease, and Contractor shall immediately remove all materials, equipment and any personal property. If Contractor fails to do so within ten (10) days after written notice by Owner to Contractor that Contractor has failed to do so, then Owner may do so and Contractor shall reimburse Owner for all costs thereof within ten (10) days after written demand from Owner with evidence of the costs (and in that regard, Owner may dispose of or retain any property without liability or payment to Contractor).
Docusign Envelope ID: B4C19715-71BD-48AB-9BB1-E1CF578114FF B0785-0001\3178098v1.doc
CONTRACTOR HEREBY WAIVES ANY RIGHTS (AND RELEASES OWNER FROM
ANY OBLIGATIONS) TO RELOCATION BENEFITS IN CONNECTION WITH ANY TERMINATION BY OWNER OF THIS AGREEMENT.
4. Termination of License for Uncured Contractor Default. Contractor’s failure to cure any default by Contractor (or its subcontractors) hereunder within ten (10) days after written notice of default shall entitle Owner to terminate this Agreement by further written notice.
5. No Assignment. The license granted herein is personal to Contractor only and may not be assigned without the prior written consent of the Owner.
6. Nature of Rights. The rights created hereunder are purely contractual in nature; Owner and Contractor do not by this instrument intend to create a lease, easement or other real property interest. In no event shall this Agreement or any memorandum hereof be recorded.
7. Indemnification. Contractor shall indemnify, defend and hold Owner harmless from and against any and all claims, liabilities, losses, damages, costs and expenses suffered, incurred or sustained by Owner as a result of, by reason of, or in connection with the Contractor’s (and its subcontractors) entry upon or use of the Licensed Area, or breach of this Agreement, or any releases of hazardous materials on or about the Licensed Area not caused by Owner.
Contractor’s obligations hereunder shall survive the expiration or earlier termination of this Agreement.
8. Insurance. Contractor shall provide reasonable evidence of the following insurance to Owner prior to entering the Licensed Area. Contractor and its subcontractors shall each maintain: (i) commercial general liability for bodily injury and property damage, including premises and operation, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage; (ii) automobile insurance for all owned, hired and non-owned automobiles or other licensed vehicles with limits of liability not less than $1,000,000 per accident for bodily injury and property; and (iii) workers compensation insurance as required under the California Labor Code at all times during the term of this Agreement. All policies of insurance shall be with an insurance company(ies) either (i) admitted to do business in the State of California and rated not less than “A-VII” in Best’s Insurance Rating Guide, or (ii) as authorized in writing by Owner’s Risk Manager. All liability insurance shall include a waiver of subrogation rights. The commercial general liability insurance shall name the Owner and its officers, officials, employees and agents as additional insureds. Any deductibles or self-insured retentions must be declared to and approved by the Owner’s Risk Manager and all policies of insurance shall be primary and no contribution shall be required by Owner. All policies of insurance shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar day written notice by certified mail, return receipt requested, has been given to the Owner. The fact that insurance is obtained by Contractor shall not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provision of this Agreement.
Docusign Envelope ID: B4C19715-71BD-48AB-9BB1-E1CF578114FF B0785-0001\3178098v1.doc
9. AS IS; No Representations or Warranties. Contractor has inspected the Licensed Area, and accepts it in its current “as is” condition, without representation or warranty, express or implied, and subject to all matters of record (it being understood that Contractor shall obtain a current title report at its expense from a title company of its choosing).
10. Licensor Disclaimer---Damage or Destruction to Property or Person. Owner is not responsible or liable for the following: (i) any loss or damage to the property of Contractor, including its equipment, materials, supplies and other items, or any property of others located in or on the Licensed Area, whether caused by theft, vandalism or any other cause; (ii) any injury, including death, of any person caused by any occupants of the Licensed Area, including any third parties or the public; or (iii) any patent or latent defect of the Licensed Area. Contractor may insure all equipment, materials, supplies or other personal property for its own protection if it so desires.
11. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by certified mail, return receipt requested, or by reputable overnight delivery service (such as Federal Express) addressed as follows (or to such other address as a party may substitute by written notice given hereunder):
If to Contractor:
Axiom Group
4251 Huntington Dr N,
Los Angeles, CA 90032
If to City:
City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: City Manager
With a Copy to
City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: City Attorney
12. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California.
13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
Docusign Envelope ID: B4C19715-71BD-48AB-9BB1-E1CF578114FF B0785-0001\3178098v1.doc
14. Attorneys’ Fees. In the event an action is filed by either party in connection with this Agreement, the prevailing party (as determined by the trier of fact) shall be entitled to receiving from the other party all of the prevailing party’s attorney’s fees and costs incurred in connection therewith.
15. Compliance with Law. Contractor shall at all times comply with all federal, state and local laws, ordinances, rules and regulations which are applicable to its operations and the use of the Licensed Area.
16. Possessory Interest Taxes. Notwithstanding any provision herein, Contractor acknowledges that this Agreement may create a possessory interest subject to taxation and that the Contractor may be subject to payment of any and all taxes levied on that possessory interest.
17. Right of Entry Reserved. This is a non-exclusive license. The Owner may, at any time, enter the Licensed Area for any lawful purpose, so long as the action does not unreasonably interfere with the Contractor’s use.
18. Severability. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms shall remain effective, provided that elimination of the invalid provision does not materially prejudice either party with regard to its respective rights and obligations; in the event of material prejudice, then the adversely affected party may terminate this Agreement.
19. Time is of the Essence. Time is of the essence of every provision hereof in which time is a factor.
IN WITNESS WHEREOF, Contractor and Owner have caused this Agreement to be executed on the day and year first written above.
CONTRACTOR:
AXIOM GROUP,
a California Corporation
By: __________________________
Esteban Torres,
Chief Executive Officer, Chief Financial Officer
Docusign Envelope ID: B4C19715-71BD-48AB-9BB1-E1CF578114FF B0785-0001\3178098v1.doc
OWNER:
CITY OF BEVERLY HILLS,
a municipal corporation
By:
Sharona R. Nazarian, PsyD,
Mayor
ATTEST:
Huma Ahmed, City Clerk
APPROVED AS TO CONTENT:
Nancy Hunt-Coffey, City Manager
Sharon L’Heureux Dressel, Risk Manager
APPROVED AS TO FORM:
______________________________
Laurence S. Weiner, City Attorney
Docusign Envelope ID: B4C19715-71BD-48AB-9BB1-E1CF578114FF B0785-0001\3178098v1.doc
EXHIBIT "A"
DESCRIPTION OF LICENSED AREA
See attached diagram.
Docusign Envelope ID: B4C19715-71BD-48AB-9BB1-E1CF578114FF B0785-0001\3178098v1.doc
Licensed Area
Docusign Envelope ID: B4C19715-71BD-48AB-9BB1-E1CF578114FF Certificate Of Completion
Envelope Id: B4C19715-71BD-48AB-9BB1-E1CF578114FF Status: Sent Subject: Complete with Docusign: Axiom Group - License Agreement for Use of Real Property.pdf Source Envelope:
Document Pages: 7 Signatures: 3 Envelope Originator:
Certificate Pages: 3 Initials: 0 Jonathan Gernes
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
11/3/2025 3:17:33 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Esteban Torres
[email protected]
President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.9.11.17
Sent: 11/3/2025 3:27:21 PM
Resent: 11/4/2025 8:08:54 AM
Viewed: 11/4/2025 10:59:56 AM
Signed: 11/4/2025 11:00:15 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Bruce Galloway for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 11/4/2025 11:00:17 AM
Viewed: 11/4/2025 11:21:50 AM
Signed: 11/4/2025 11:21:58 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 11/4/2025 11:00:17 AM
Viewed: 11/4/2025 1:05:30 PM
Signed: 11/4/2025 1:07:24 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 11/4/2025 1:07:25 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Signer Events Signature Timestamp
Sharona R. Nazarian, PsyD
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Christine Chung
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 11/3/2025 3:27:22 PM
Viewed: 11/4/2025 9:08:52 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 11/3/2025 3:27:22 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Denise Garcia
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/3/2025 3:27:22 PM
Payment Events Status Timestamps