Extend the Lease Rental Agreement With National Parking and Valet11!3!14.

8/10/2019 Extend the Lease Rental Agreement With National Parking and Valet11!3!14.

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program from November 2014 through October 2015. National Parking and Valet alsoproposes to provide personnel for two months for the Pilot Parking Ambassadorprogram.

ANALYSIS/DISCUSSION : (including why Council is considering the item and justification forrecommendation)

National Parking and Valet has effectively managed the Sunset Center North parking lotand tour bus zone for several years. During the duration of the contract relationship,National Parking and Valet has been responsive to the City regarding the managementof parking revenues and they are very familiar with Digital Payment Technologiesmanagement system. Digital Payment Technologies is the vendor for our current payand display parking machines and they were awarded the contract for the parking pilotprogram. Because of National Parking and Valets familiarity with the current parkingmanagement system, it is recommended to extend the contract for one year fromNovember 2014 through October 31, 2015.

The pilot program is for a period of six months with five (5) multi-space pay stationsinstalled along both sides of Ocean Ave for a total of ten pay stations, between Junipero

Ave and Monte Verde Street. At the conclusion of the six month trial program, the Citymay extend the program on a month to month basis. The Pilot Parking Ambassadorprogram is for two months consisting of two employees from National Parking and Valeteducating and assisting residents and citizens operating the multi space parking paystations.

Upon final Council approval, the parking pilot trial period will commence around the firstweek of November 2014.

OPTIONS:The City Council may take the following actions:

1. Award a one year contract to National Parking and Valet for the managementoperation of the pilot parking program and authorize the City Administrator toexecute contract and all related documents.

2. Authorize the City Administrator to execute contract with National Parking andValet for the Pilot Parking Ambassador program.

FISCAL IMPACT:The Carmel by the Sea Capital Improvement Plan for the FY 14/15 budget includes

$474,000 for planning and implementation of the Parking Management Plan. Estimatedcosts include revenues and expenses for six months or one year. See attached summaryand monthly analysis. The estimated net income/loss for the parking pilot program isbetween $47,473 and $59,819 plus approximately $10,000 in contingency expenses.These costs will be funded from the $474,000 Capital Improvement Plan.

Budgeted (yes/no) Funding Source( general fund, grant,

Agenda Item: 7.FCity Council Agenda Packet of Nov. 3, 2014Page 80


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stateYes- CIP Pro'ect POL -1415-04 General Fund- Parking Mana ement Plan

PREVIOUS COUNCIL ACTION DECISION HISTORY:

Parking management is one of the City s 2013/14 key initiatives . The Walker Study was

completed in 2013; Council held a public workshop on November 4 , 2013 . Councildirected staff to develop a parking management plan at its December 3rd Councilmeeting, and directed staff to implement a parking pilot program at its May 6, 2014council meeting .

ATTACHMENTS:

1 Resolution2 . National Parking Rental Lease Agreement3 National Parking Ambassador Agreement4 . P ilot Program Projected Net Revenue Estimate

APPROVED:

Douglas J. t City dministrator

a t e 2 7 ~ / Y

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CITY COUNCIL

CITY OF CARMEL-BY-THE-SEA

RESOLUTION 2014-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OFCARMEL-BY-THE-SEA AUTHORIZING THE CITY ADMINISTRATOR TO EXTEND

THE LEASE/RENTAL AGREEMENT WITH NATIONAL PARKING AND VALET FORTHE MANAGEMENT OF THE TOUR BUS ZONE AND OCEAN AVE PILOT PARKING

PROGRAM, AND EXECUTE THE AGREEMENT WITH NATIONAL PARKING ANDVALET FOR THE PILOT PARKING AMBASSADOR PROGRAM.

WHEREAS, the City of Carmel-by-the-Sea has a lease agreement with NationalParking and Valet for the management of the parking lot located at the north lot ofSunset Center and the tour bus parking lot located at the corner of Ocean Ave andJunipero; and

WHEREAS, the new rental/lease agreement includes operation and managementof the Pilot Parking program and a separate two month agreement for the Pilot Parking

Ambassador program; and

WHEREAS, the current lease agreement expired on June 30, 2113; and,

WHEREAS, National Parking and Valet has demonstrated the necessary expertiseand experience to monitor the operation and maintenance of the parking pay stations;and,

WHEREAS, The City Council desires to extend the lease/rental agreementthrough October 31, 2015 and increase the percentage of parking revenues retained bythe City from 68.5% to 75% and authorize the City Administrator to execute the newlease/rental agreement and Pilot Parking Ambassador program; and,

WHEREAS, The Capital Improvements includes funding in the FY 2014/15 budgetfor the implementation and operation of the Parking Management Plan.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THECITY OF CARMEL-BY-THE-SEA DOES:

1. Authorize the City Administrator to execute on behalf of the City the attachedlease/rental agreement with National Parking and Valet for a period ofNovember 2014 through October 31, 2015 and all related documents.

2. Authorize the City Administrator to execute on behalf of the City the attachedPilot Parking Ambassador agreement with National Parking and Valet and allrelated documents.



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PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA on this 3rd day of November 2014 by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

SIGNED: ATTEST:

_________________________ ___________________________Jason Burnett, Mayor Lori Frontella, MMCInterim City Clerk



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LEASE/RENTAL AGREEMENT BETWEEN

THE CITY OF CARMEL-BY-THE-SEA

AND

NATIONAL PARKING AND VALET

This Lease/Rental Agreement, executed at Carmel-by-the-Sea, California this __1st___day of ____November______ , 2014 by and between the City of Carmel-by-the-Sea(hereinafter referred to as LESSOR/RENTOR) and NATIONAL PARKING AND VALET, adivision of Pacific Parking & Valet, LLC (hereinafter referred to as LESSEE/RENTEE),supersedes all previous agreements between the parties with respect to Premises described herein.

IT IS AGREED between the parties hereto as follows:

1. Description of Premises.

1.1 LESSOR/RENTOR hereby leases to LESSEE/RENTEE, and LESSEE/RENTEE hires fromLESSOR/RENTOR, under the terms and conditions hereinafter set forth, those certainimprovements located on those certain parcels of land situated in the City of Carmel-by-the-Seaand commonly described as the parking lot located on the north lot of Sunset Center, the tourbus parking lot located at the corner of Ocean Avenue and Junipero Street, and Ocean Avenuebetween Junipero Street and Monte Verde Street Carmel-by-the-Sea, Monterey County,California (hereafter Premises).

2. Term.

2.1 The term of this Lease/Rental Agreement shall be for twelve (12) months,commencing on 1 November, 2014 and ending on 1 October, 2015.

2.2 The LESSOR/RENTOR may terminate this contract by giving at least thirty (30) dayswritten notice to LESSEE/RENTEE if LESSOR/RENTOR determines, in LESSOR/RENTORs solediscretion, that the premises are to be incorporated into a city-wide Parking Plan which willeither subject the Premises to significant construction/modification, or change the Premises useclassification in any way that precludes it from being used in a manner that is consistent withthis Agreement (e.g., free parking lot).



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3. Compensation.

3.1 LESSEE/RENTEE shall pay to LESSOR/RENTOR seventy-five percent (75%) of theGross Revenue as defined hereinbelow. In addition LESSEE/RENTEE shall pay to LESSOR/RENTORthe sum of $1,000 as set forth in 4.6 of this Agreement.

Gross Revenue as referred to above is defined to include, but not be limited to, total receiptsfrom parking collections prior to the payment of local taxes including any possessory use tax,permit and licensing fees, and utilities. Gross Receipts shall exclude federal and state incometax, and parking machine parts and maintenance.

3.2 LESSEE/RENTEE acknowledges that the late payment by LESSEE/RENTEE ofany rentals due hereunder will cause LESSOR/RENTOR to incur certain cost and expenses notcontemplated under this Lease, the exact amount of which will be extremely difficult orimpractical to ascertain. Such costs and expenses include, without limitation, administrative and

collection costs and processing and accounting expenses. Accordingly if any rental paymenthereunder is not received by LESSOR/RENTOR from LESSEE/RENTEE within ten (10) daysfrom the date it becomes due, LESSEE/RENTEE shall immediately pay to LESSOR/RENTOR,without prior notice or demand, a late charge of five percent (5%) of the then-gross monthlyrental. LESSOR/RENTOR and LESSEE/RENTEE agree that this late charge represents areasonable estimate of such costs and expenses and is fair compensation to LESSOR/RENTORfor its losses sustained by reason of LESSEEs /RENTEEs failure to make timely payment. Inno event shall this provision for the payment of a late charge be deemed to grant toLESSEE/RENTEE a grace period or extension of time within which to pay any rental duehereunder or prevent LESSOR/RENTOR from exercising any right or remedy available toLESSOR/RENTOR upon LESSEEs/RENTEEs failure to pay such rental when due, including

the right to terminate this Lease.

3.3 If any rental remains delinquent for a period in excess of thirty (30) days, then, inaddition to the late charge provided hereinabove, LESSEE/RENTEE shall pay to LESSOR/RENTORinterest on any rental that is not paid when due at the lesser of eighteen percent (18%) perannum or the maximum interest rate permitted by law (the Default Rate), from the thirtieth(30th) day following the date such amount became due, until paid.

4. Use.

4.1 The Premises shall be used only for the commercial parking of motor vehicles,and for purposes incidental thereto. Premises shall be operated between the hours (8:00 a.m.to 7:00 p.m.), or as negotiated with LESSOR/RENTOR. At all other times LESSOR/RENTOR hasexclusive use of the Premises.



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Street, Eighth Avenue, San Carlos Street and Sunset Center ramp) adjoining the Premises andshall promptly remove all such material.

LESSEE/RENTEE accepts the Premises as being in good and sanitary order, condition and repair,and shall surrender unto LESSOR/RENTOR Premises in clean and good condition, reasonable useand wear thereof excepted, upon the termination of this Lease. LESSEE/RENTEE shall provide

and pay for ongoing maintenance of landscaping ensuring the natural growth characteristic ofsame, including the continued watering and maintenance of landscaping and planters for theterm of this Lease. LESSOR/RENTOR shall be responsible for maintenance and repair of lightpoles/lights, electricity and on or by the premises, asphalt damage, and plumbing located on orrelated to use.

7. Improvements.

7.1 LESSEE/RENTEE shall have the right, from time to time, to make such alterationsand improvements to the Premises as shall be reasonably necessary or appropriate inLESSEEs/RENTEEs judgment for LESSEEs/RENTEEs use of the Premises as provided herein,

subject to LESSEEs/RENTEEs first obtaining LESSORs/RENTORs approval of plans therefor,which consent and approval shall not be unreasonably withheld. All such alterations andimprovements shall be deemed to be part of Premises herein described and shall remain uponPremises at the sole discretion of LESSOR/RENTOR, and become the property ofLESSOR/RENTOR upon the termination of this Lease or any extension or renewal thereof.

8. Indemnity.

8.1 LESSEE/RENTEE hereby agrees to indemnify, defend and hold LESSOR/RENTORand its public officials, officers and employees, harmless from and against all liabilities, losses,costs and expenses incurred by LESSOR/RENTOR and claims made against LESSOR /RENTOR forinjury or death to persons or damage to property of whatsoever kind or nature (including,without limitation, attorneys fees and costs) which are in any way connected withLESSEEs/RENTEEs use or occupancy of Premises or the streets, sidewalks and alleys adjacentthereto.

9. Compliance with the Law.

9.1 LESSEE/RENTEE shall, at its sole cost and expense, comply with all requirementsof municipal, state and federal authorities now, or which may hereafter be, in force pertaining toLESSEEs/RENTEEs use or occupancy of the Premises, or LESSORs/RENTORs ownership thereof.The judgment of any court of competent, jurisdiction or the admission of LESSEE/RENTEE in anyaction or proceeding against LESSEE/RENTEE, whether LESSOR/RENTOR be a party thereto ornot, that LESSEE/RENTEE has violated any such ordinance regulation or statute in its use oroccupancy of the Premises and adjacent areas shall be conclusive of that fact as betweenLESSOR/RENTOR and LESSEE/RENTEE.



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10. Insurance.

10.1 LESSOR/RENTOR shall maintain in effect throughout the term of this Agreement apolicy or policies of insurance with the following minimum limits of liability:

a. Commercial general liability, including but not limited to premises, personalinjuries, death, products, and completed operations, with a combined single limitof liability of $1,000,000 per occurrence, and

b. LESSEE/RENTEE shall maintain workers compensation insurance in accordancewith the California Labor Code with a minimum of $1,000,000 per occurrence foremployer liability.

LESSEE/RENTEE shall provide and maintain at its own expense, during the term of thisAgreement, a comprehensive general liability policy, including but not limited to premises,personal injuries, products, and completed operations, of insurance, satisfactory toLESSOR/RENTOR, with a combined single limit of not less than ONE MILLION DOLLARS($1,000,000) per occurrence for property damage and for bodily injury or death of persons.

All insurance required by this Agreement shall be with a company acceptable toLESSOR/RENTOR and authorized by law to conduct insurance business in the State of California.All such insurance shall be written on an occurrence basis, or, if the policy is not written on anoccurrence basis, such policy with the coverage required herein shall continue in effect for aperiod of two (2) years.

Each insurance policy shall provide an endorsement naming CITY, its officers, agents, employeesand volunteers as Additional Insured and shall further provide that such insurance is primaryinsurance to any insurance or self-insurance maintained by CITY and that the insurance of theAdditional Insured shall not be called upon to contribute to a loss covered by the insurance CITY.

Each insurance policy shall provide that LESSOR/RENTOR shall be given notice in writing at leastthirty (30) days in advance of any change, cancellation or non-renewal thereof. Said policy shallprovide identical coverage for each subcontractor, if any, performing work under thisAgreement, or be accompanied by a certificate of insurance showing each subcontractor hasidentical coverage.

As a condition precedent to LESSOR/RENTOR performance pursuant to this Agreement,LESSEE/RENTEE shall file with a certificate of insurance with the City Risk Management Officer,on or before May 1, 2005, showing that they have in effect the insurance required by thisAgreement. LESSEE/RENTEE shall file a new or amended certificate of insurance promptly afterany change is made to any insurance policy which would alter the information on the certificatethen on file.



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10.2 For all times during the term of this Lease and any extension or renewal hereof,LESSEE/RENTEE shall procure and maintain, at LESSEEs/RENTEEs sole expense, fire andextended coverage, vandalism and malicious mischief and all-risk insurance coverage for its ownpersonal property and leasehold improvements. LESSEE/RENTEE shall submit toLESSOR/RENTOR certificates evincing the insurance required hereunder, which certificates shallname LESSOR/RENTOR and its public officials, officers and employees as additional insureds as

its interests may appear and shall contain a written obligation on the part of the insurancecarrier (s) named therein requiring that carrier shall notify LESSOR/RENTOR in writing thirty (30)days prior to any cancellation, modification, or nonrenewal thereof for any cause or reasonwhatsoever.

11. Default and Remedies.

11.1 The occurrence of any one or more of the following events shall constitute amaterial default and breach of this Lease by LESSEE/RENTEE:

a. The vacating or abandonment of Premises by LESSEE/RENTEE.

b. The failure by LESSEE/RENTEE to make any payment of rent or anyother payment required to by made by LESSEE/RENTEE hereunder, asand when due, where such failure shall continue for a period of three (3)days after written notice thereof from LESSSOR/RENTOR toLESSEE/RENTEE. In the event that LESSOR/RENTOR servesLESSEE/RENTEE with a Notice to Pay Rent or Quit pursuant toapplicable unlawful detainer statues, such Notice to Pay Rent or Quit shallalso constitute the notice required by this subparagraph.

c. The failure by LESSEE/RENTEE to observe or perform any of the covenants,conditions or provisions of this Lease to be observed or performed byLESSEE/RENTEE, other than described in subparagraph b. above, wheresuch failure shall continue for a period of thirty (30) days after writtennotice thereof from LESSOR/RENTOR to LESSEE/RENTEE; provided,however, that if the nature of LESSEEs/RENTEEs default is such that morethan thirty (30) days is reasonably required for its cure, thenLESSEE/RENTEE shall not be deemed to be in default if LESSEE/RENTEEcommences such cure within said thirty-(30)-day period and thereafterdiligently prosecutes such cure to completion.

12. No Waiver Implied.

12.1 The continuation by LESSOR/RENTOR of the tenancy of the LESSEE/RENTEEfollowing a breach of the terms hereof by LESSEE/RENTEE shall in no event be considered awaiver by LESSOR/RENTOR of any subsequent breach by LESSEE/RENTEE or of the benefits ofany of the provisions thereof or in any way subject LESSOR/RENTOR to legal disability.



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13. Eminent Domain.

13.1 If any part of the premises shall be taken or condemned for a public or quasi-public use, and a part thereof remains which is susceptible of occupation hereunder,LESSOR/RENTOR shall have the sole option to terminate this Lease as pertaining to the entirePremises as of the date when title to the part so condemned vests in the condemnor, but thisLease shall as to the parts so take, continue in full force and effect except that the rent payablehereunder shall be adjusted so that LESSEE/RENTEE shall be required to pay for the remainder ofthe term only such portion of such rent as the value of the part remaining after condemnationbears to the value of the entire Premises at the date of condemnation. If the entire Premises istaken or condemned, or if such part thereof be taken or condemned which renders, in thereasonable judgment of both LESSOR/RENTOR and LESSEE/RENTEE, that portion of the Premisesremaining unusable for the uses herein described, this Lease shall terminate upon such taking orcondemnation, if a part or all of the premises be taken or condemned, all compensation to beawarded upon such condemnation or taking shall be paid to LESSOR/RENTOR

14. Audit.

14.1 On January 1 and July 1 of each year during the term of this Lease or any renewalor extension hereof, a representative from LESSOR/RENTOR and a representative fromLESSEE/RENTEE shall meet for an audit and review of the parking operation at the request ofLESSOR/RENTOR. Any adjustments to the monthly rental shall be paid within thirty (30) daysfrom the completion of the audit.

14.2 In addition, within ten (10) days after the end of each Lease-year, commencingwith 1 October 2015 and ending with the tenth (10th) day of the month following the last monthof the Lease term, LESSEE/RENTEE shall furnish LESSOR/RENTOR with a statement to be certifiedas correct by LESSEE/RENTEE or the employee of LESSEE/RENTEE/RENTEEs authorized so tocertify, which sets forth LESSEEs gross parking revenue for the year just concluded. With eachannual statement, LESSEE/RENTEE shall pay to LESSOR/RENTOR the amount of any additionalpercentage rent which is payable to LESSOR/RENTOR, considering any installments ofpercentage rent paid by LESSEE/RENTEE to LESSOR/RENTOR during the previous Lease-year orpartial Lease-year, as appropriate. If the annual statement shows that during the previousLease-year, LESSEE/RENTEE paid more percentage rent than it was obligated to pay under theterms of this Lease, the amount of such overpayment shall be applied to the next installment orinstallments of minimum rent due or, if such overpayment was in the last year of the Leaseterm, LESSOR/RENTOR shall refund to LESSEE/RENTEE the full amount of such overpaymentwithin thirty (30) days of LESSORs/RENTORs receipt of the statement.



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14.3 The acceptance by LESSOR/RENTOR of any monies paid toLESSOR/RENTOR by LESSEE/RENTEE as percentage rent for Premises asshown by any annual statement furnished by LESSEE/RENTEE shall not bean admission of the accuracy of such statement, or of the sufficiency ofthe amount of percentage rent payments, but LESSOR/RENTOR shall beentitled at any time within three (3) years from the end of the Lease-year

for which any such percentage rent payments have been made toquestion the sufficiency of the amount paid and/or the accuracy of thestatement or statements furnished by LESSEE/RENTEE to justify theamount. LESSEE/RENTEE shall, for each period of three (3) years,including the three (3) years, following the end of the term of this Lease,keep safe and intact all of the records, books, and accounts relevant to thegross parking revenue generated on Premises and shall, upon request,make such records available to LESSOR/RENTOR, LESSORs/LESSORsauditor, representative or agent for examination at any reasonable timeduring such period.

14.4 LESSEE/RENTEE shall keep full and detailed accounts and exercise such controls asmay be necessary for proper financial management under this Agreement; the accounting andcontrol systems shall be satisfactory to LESSOR/RENTOR. LESSOR/RENTOR andLESSORs/RENTORs auditor shall be afforded access to LESSEEs/RENTEEs records, books,correspondence and other data relating to this Agreement. LESSEE/RENTEE shall preserve theserecords, books, correspondence and other data relating to this Agreement for a period of three(3) years after final payment, or for such longer period as may be required by law. In addition,LESSEE/RENTEE agrees to make said records, books, correspondence and other data relating tothis Agreement available to LESSOR/RENTOR as LESSORs/RENTORs principal place of business

upon 72 hours written notice.

15. Rates, Distribution, Stall Count.

15.1 Specifications and rates, Sunset Center Parking Summary (all subject to review,change and approval by Resolution of LESSORs/RENTORs City Council):

Stall Count:Standard (9 x 18) 71Compact (8 x 16) 64

135

Distribution of Stalls:Monthly Permits __Approx 70Transient __Approx 65



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Rates:Monthly $ ___60___ / monthTransient $ ___2_____/ hourSunset Center Special Events No charge after 5 p.m.

16. LESSORs/RENTORs Access.16.1 LESSOR/RENTOR and LESSORs/RENTORs agents shall have the right to enter

Premises at reasonable times for the purpose of inspecting the same, showing the same toprospective purchasers, lenders or lessees, and make such alterations, repairs, improvements oradditions to Premises as LESSOR/RENTOR may deem necessary or desirable. During the last onehundred and twenty (120) days of the term of this Lease, LESSOR/RENTOR may, at any time,place on or about Premises any ordinary For Lease signs, all without rebate of rent toLESSEE/RENTEE or liability to LESSOR/RENTOR.

17. Assignment and Subletting.

17.1 In consideration for the favorable rental and lease terms and conditions, thisLease is personal to LESSEE/RENTEE and as such LESSEE/RENTEE shall not sell, transfer, assign,mortgage or hypothecate this Lease, or any interest in this Lease, nor permit the use of Premisesby any person or persons other than LESSEE/RENTEE, nor sublet Premises or any part thereof.However, in the event that LESSEE/RENTEE desires to sell, transfer, assign, sublet, mortgage orhypothecate this Lease or any interest therein, the parties hereto agree that it shall bereasonable for LESSORs/RENTORs consent thereto, if any, to be predicated, in part, upon thefinancial and professional qualifications of the proposed successor in interest as well as theproposed successors willingness to pay additional rent in an amount then designated byLESSOR/RENTOR to be the then-fair market rental for similar space in the vicinity of Premises

and it shall be reasonable that such consent shall be subject to a document preparation fee ofnot less than one thousand dollars ($1,000). Consent to any of the aforementioned acts shall notoperate as a waiver of LESSORs/RENTORs right to terminate this Lease in the event of a sale,transfer, assignment or sublease of Premises.

18. Hold-Over Tenant.

18.1 It is covenanted that there shall be no renewal of this Lease, except uponexecution of a written agreement, and the fact that LESSEE/RENTEE may continue in possessionof Premises without the written consent of LESSOR/RENTOR, shall not operate to renew thisLease. If LESSEE/RENTEE should hold over after the expiration of the term hereof without the

written consent of LESSOR/RENTOR, LESSEE/RENTEE shall be deemed to be a tenant atsufferance. This provision for hold-over tenancy is not to be construed as limiting the rights orremedies otherwise available to LESSOR/RENTOR to remove LESSEE/RENTEE, or to limit therights of LESSOR/RENTOR or LESSEE/RENTEE to resolve any dispute relating to rental for anyoption period. In the event of a holdover, the rent will be the then-current base rent plus fivehundred dollars ($500) per month.



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19. Capital Improvements.

19.1 Cost and / or installation of any future capital improvements proposed by eitherparty shall be negotiated in good faith at the time of any renewal date of this Lease Agreement.

20. Binding on Successor.

20.1 Subject to the provisions contained in this Lease, the covenants and conditions ofeach party herein specified shall apply to and bind the heirs, executors, administrators andsuccessors of such party.

21. Notices.

21.1 All notices to be given to LESSEE/RENTEE or LESSOR/RENTOR shall be made inwriting and shall be deemed delivered upon receipt either personally or by registered orcertified mail addressed as follows:

LESSEE/RENTEE LESSOR/RENTOR:

Pacific Parking and Valet, LLC City of Carmel-by-the-Sea

dba National Parking and Valet Attn: City Administrator

578 A. Houston Street Box CC

Monterey, CA 93940 Carmel-by-the-Sea, CA 93921

22. Attorneys Fees.

22.1 If either party hereto should bring any suit against the other party hereto (formal judicial proceeding, mediation or arbitration), for the breach of any term, covenant, condition orobligation herein contained to be kept by such other party for the recovery of any sum duehereunder, or to recover possession of Premises, or for any summary action for forfeiture of thisLease or to prevent further violations of any of its terms, covenants, conditions, or obligations,or for any other relief then, and in that event, the case shall be handled in Monterey County,California, and the prevailing party in such suit or summary action shall be entitled to areasonable attorneys fee to be fixed by the judge, mediator or arbitrator hearing the case andsuch fee shall be included in the judgment, together with all costs.

23. Governing Law.

23.1 This Lease shall be governed by the laws of the State of California.

24. Agreement Contains All Understandings; Amendment.



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24.1 This document represents the entire and integrated Agreement betweenLESSOR/RENTOR and LESSEE/RENTEE supersedes all prior negotiations, representations, andagreements, either written or oral.

24.2 LESSEE/RENTEE shall not bring onto, or install, or permit to be brought onto or

installed on the Premises any hazardous materials as defined in Article 25.1 above.

24.3 LESSEE/RENTEE agrees to indemnify, defend and hold LESSOR/RENTOR harmlessfrom and against all liabilities, claims, actions, damages, costs and expenses or loss arising out ofor resulting from the presence of any hazardous material brought or installed or permitted to bebrought or installed by LESSEE/RENTEE upon the demised premises.

IN WITNESS WHEREOF, the parties hereto have set their hands this _____day of ______________, 2014 ___.

LESSOR/RENTOR: LESSEE/RENTEE:

CITY OF CARMEL-BY-THE-SEA NATIONAL PARKING & VALET, a division ofPACIFIC PARKING & VALET, LLC

__________________________ ____________________________Doug Schmitz Steven E. Summers

City Administrator Managing Operating Partner

ATTEST:

___________________________Lori Frontella, MMCInterim City Clerk

data/KC/Agreements & Contracts/National Parking and Valet 2005.doc



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AGREEMENT FOR SERVICES

THIS AGREEMENT is entered into on this _______ day of November, 2014, by and between theCITY OF CARMEL-BY-THE-SEA, a municipal corporation, (hereinafter referred to as "CITY") and NATIONALPARKING AND VALET, a division of Pacific Parking & Valet, LLC.

W I T N E S S E T H

WHEREAS, CITY desires to contract with NATIONAL PARKING AND VALET to provide CITY withtwo of its employees to serve as Parking Ambassador Attendants for CITY to educate and provideassistance to the public in connection with the Pilot Program Parking Machines situated on OceanAvenue, Carmel-by-the-Sea, California.

NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:

1. TERM

The term of this Agreement shall be from November 2014, (hereinafter ACommencement Date @)through and including January, 2015 or 75 days.

2. SCOPE OF SERVICES

NATIONAL PARKING AND VALET will provide CITY with two of their employees to provide theservice of educating and assisting the public as to how to use the parking machines in connection withthe Pilot Program Parking Machines located on Ocean Avenue, Carmel-by-the-Sea.

3. COMPENSATION/SERVICE RATES

A. CITY agrees to pay NATIONAL PARKING AND VALET the total sum of EIGHTEEN

THOUSAND NINE HUNDRED AND NO/100 for both employees for the term set forth above.

B. Additional services beyond the term set forth above will be provided to CITY byNATIONAL PARKING AND VALET, as requested by CITY, at the rate of TWENTY-ONE AND NO/100DOLLARS ($21.00) per hour. If such additional services are requested NATIONAL PARKING AND VALETwill submit billing invoices to CITY monthly following completion of such services and payment shall bedue upon receipt by CITY of NATIONAL PARKING AND VALETS billing.

4. GENERAL ADMINISTRATION AND MANAGEMENT

A. The Chief of Police of the POLICE DEPARTMENT shall have the primary administrativeresponsibility for the CITY under this Agreement, and shall review and approve NATIONAL PARKING ANDVALET=S invoices to the CITY under this Agreement.



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5. SUPERVISION AND CONTROL OF SECURITY OFFICERS

The Parking Ambassador Attendants furnished to CITY are employees of NATIONAL PARKINGAND VALET. NATIONAL PARKING AND VALET will pay the wages, taxes (including, but not limited toSocial Security and federal and state unemployment taxes) and other expenses relating to each of itsemployees. NATIONAL PARKING AND VALET will hire, train, supervise and control its employees but will,

however, remove any NATIONAL PARKING AND VALET employee not acceptable to CITY upon writtenrequest by CITY.

6. NON-DISCRIMINATION/AFFIRMATIVE ACTION

A. NATIONAL PARKING AND VALET will not discriminate against any employee or applicantfor employment because of race, creed, color, sex, age, national origin, marital status, physical or othermotor handicap, unless based upon bonafide occupational qualification. FIRST ALARM will takeaffirmative action to ensure that applicants are employed and that employees are treated duringemployment without regard to their race, creed, color, sex, age, national origin, marital status, physicalor other motor handicap.

7. HIRING OF NATIONAL PARKING AND VALET EMPLOYEES

CITY will not hire any employee from NATIONAL PARKING AND VALET while the employee is stillemployed by NATIONAL PARKING AND VALET, or prior to ninety (90) days after termination of theemployee by NATIONAL PARKING AND VALET.

8. SUSPENSION/TERMINATION OF AGREEMENT A. This Agreement may be terminated with or without cause by either party upon three (3) days

written notice delivered as set forth in this Agreement.

9. ASSIGNMENT

A. This Agreement may not be assigned or otherwise transferred by either party hereto withoutthe prior written consent of the other party.

10. HOLD HARMLESS

A. NATIONAL PARKING AND VALET is covered by, and agrees to maintain, general liabilityinsurance for bodily injury and property damage arising directly from its negligent acts or omissions with limitsas specified below. Certificates of insurance shall be provided to CITY upon request. Within the limits andconditions of such insurance, NATIONAL PARKING AND VALET agrees to indemnify, protect, defend and namethe CITY, its public officials, officers and employees as additional insured and hold harmless from any loss,damage or liability arising directly from any negligent act or omission by NATIONAL PARKING AND VALET.



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NATIONAL PARKING AND VALET shall not be responsible for any loss, damage or liability beyond the amounts,limits and conditions of such insurance. NATIONAL PARKING AND VALET shall not be responsible for any loss,damage or liability arising from any act or omission by the CITY, its agents, staff, other consultants,independent contractors, third parties or others working on the project that have not been hired by NATIONALPARKING AND VALET and over which NATIONAL PARKING AND VALET has no supervision or control.

12. INSURANCE

A. COVERAGES LIMITS OF LIABILITY

General Liability, including $5,000,000.00 eachBodily Injury, Property Damage occurrenceand Contractual Liability



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Automobile Liability, including $1,000,000.00 eachBodily Injury and Property occurrenceDamage

Professional Liability 5,000,000.00 eachoccurrence

$5,000,000.00 aggregate

B. WORKER=S COMPENSATION

NATIONAL PARKING AND VALET certifies that it is aware of the provisions of the Labor Code ofthe State of California which require every employer to be insured against liability for workers =compensation or to undertake self-insurance in accordance with the provisions of that Code, andit certifies that it will comply with such provisions before commencing performance under thisAgreement.

13. INDEPENDENT CONTRACTOR

A. NATIONAL PARKING AND VALET is, and shall be at all times during the term of thisAgreement, an independent contractor.

14. NOTICES

A. Any notice to be given to the parties hereunder shall be addressed as follows (until noticeof a different address is given to the parties):CITY: City Administrator

City of Carmel-by-the-SeaP.O. Box CC [Monte Verde between Ocean andSeventh Avenues]

Carmel-by-the-Sea, CA 93921

with a copy to: Chief of Police

Carmel-by-the-Sea Police DepartmentP.O. Box 600 [Southeast corner of Juniperoand Fourth Avenues]Carmel-by-the-Sea, CA 93921

NATIONAL PARKING __________________________________

AND VALET: __________________________________

__________________________________

__________________________________

Any and all notices or other communications required or permitted relative tothis Agreement shall be in writing and shall be deemed duly served and given when personally delivered



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to either of the parties, NATIONAL PARKING AND VALET or the CITY, to whom it is directed; or in lieu ofsuch personal service, when deposited in the United States mail, first class, postage prepaid, addressedto NATIONAL PARKING AND VALET or to the CITY at the addresses set forth above.

Either party may change their address for the purpose of this paragraph by giving writtennotice of such change to the other party in the manner provided for in the preceding paragraph.

15. ATTORNEY'S FEES AND COURT VENUE

A. Should either party to this Agreement bring legal action against the other, (formal judicialproceeding, mediation or arbitration), the case shall be handled in Monterey County, California, and theparty prevailing in such action shall be entitled to a reasonable attorney =s fee which shall be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be included in the judgment, togetherwith all costs.

16. AGREEMENT CONTAINS ALL UNDERSTANDINGS: AMENDMENT

A. This document represents the entire and integrated Agreement between the CITY andNATIONAL PARKING AND VALET and supersedes all prior negotiations, representations and agreementseither written or oral.

17. GOVERNING LAW

A. This Agreement shall be governed by the laws of the State of California.

18. SEVERABILITY

A. If any term of this Agreement is held invalid by a court of competent jurisdiction theremainder of this Agreement shall remain in effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabovewritten.

CITY ATTEST:

By: __________________________ _____________________________Lori Frontella, MMCInterim City Clerk

Its: __________________________

NATIONAL PARKING AND VALET

By: ___________________________

Its ___________________________

Extend the Lease Rental Agreement With National Parking and Valet11!3!14.

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