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National Parking and Valet Agreement 11-2014

Jun 02, 2018

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L. A. Paterson
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    LEASE/RENTAL AGREEMENT TWEEN

    THE CITY OF CARMEL BY THE SEA

    AND

    NATIONAL PARKING AND VALET

    This Lease/Rental Agreement, executed at Carmel-by-the-Sea, California this

    3rd day

    o

    November , 2014 by and between the City

    o

    Carmel-by-the-Sea

    (hereinafter referred to as LESSOR/RENTOR) and NATIONAL PARKING AND VALET, a

    division o 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 from LESSOR/RENTOR, under the terms and conditions hereinafter set forth, those certain

    improvements located

    on

    those certain parcels of land situated in the City

    o

    Carmel-by-the-Sea

    and commonly described as the parking lot located on the north lot of Sunset Center, the tour

    bus parking lot located at the corner

    o

    Ocean Avenue and Junipero Street, and Ocean Avenue

    between 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) days

    written notice to LESSEE/RENTEE if LESSOR/RENTOR determines , in LESSOR/RENTOR's

    sole discretion, that the premises are to be incorporated into a city-wide Parking Plan which will

    either subject the Premises to significant construction/modification , or change the Premises use

    classification in any way that precludes

    it

    from being used in a manner that is consistent with this

    Agreement (e.g., free parking lot).

    3. Compensation.

    3.1 LESSEE/RENTEE shall pay to LESSOR/RENTOR seventy-five percent (75%) of

    the Gross Revenue as defined hereinbelow. In addition LESSEE/RENTEE shall pay to

    LESSOR/RENTOR the sum of 1 ,000

    as

    set forth

    in

    4.6 o this Agreement.

    Gross Revenue

    as

    referred to above is defined to include, but not be limited to , total receipts

    from parking collections prior to the payment

    o

    local taxes including any possessory use tax,

    permit and licensing fees, and utilities. Gross Receipts shall exclude federal and state income

    tax, and parking machine parts and maintenance.

    3.2 LESSEE/RENTEE acknowledges that the late payment by LESSEE/RENTEE of

    any rentals due hereunder will cause LESSOR/RENTOR to incur certain cost and expenses not

    contemplated under this Lease, the exact amount of which will be extremely difficult or

    impractical to ascertain. Such costs and expenses include, without limitation, administrative and

    collection costs and processing and accounting expenses . Accordingly if any rental payment

    hereunder is not received by LESSOR/RENTOR from LESSEE/RENTEE within ten (1 0) days

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    from the date it becomes due, LESSEE/RENTEE shall immediately pay to LESSOR/RENTOR,

    without prior notice or demand, a late charge of f ive percent (5%) of the then-gross monthly

    rental. LESSOR/RENTOR and LESSEE/RENTEE agree that this late charge represents a

    reasonable estimate

    of

    such costs and expenses and is fair compensation to LESSOR/RENTOR

    for its losses sustained by reason

    of

    LESSEE's /RENTEE's failure to make timely paymen

    t.

    In

    no event shall th is provision for the payment of a late charge be deemed to grant to

    LESSEE/RENTEE a grace period or extension

    of

    time within which to pay any rental due

    hereunder or prevent LESSOR/RENTOR from exercising any right or remedy available to

    LESSOR/RENTOR upon LESSEE's/RENTEE's 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, in

    addition to the late charge provided hereinabove, LESSEE/RENTEE shall pay to

    LESSOR/RENTOR interest on any rental that is not paid when due at the lesser

    of

    eighteen

    percent (18%) per annum 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 commerci

    al

    parking

    of

    motor vehicles,

    and for purposes incidental thereto. Premises shall be operated between the hours (8: a.m. to

    7:00 p.m.), or as negotiated with LESSOR/RENTOR. At all other times LESSOR/RENTOR has

    exclusive use of the Premises.

    4.2 LESSEE/RENTEE may operate and make available special event parking,

    overnight parking, tour bus and/or hostelry valet guest programs from time to time during the

    term of this Lease and any extension or renewal thereof . LESSEE/RENTEE shall notify the

    Carmel-by-the-Sea in advance of any said usages. All revenues generated from such overnight

    pa rking programs shall be included in the monthly gross revenue referred to in Section 3.1

    hereof.

    4.3 LESSEE/RENTEE shall not use

    or

    permit the Premises or any part thereof to be

    used for any pu rpose or purposes other than those for which the Premises are hereby leased .

    4.4 From time to time, LESSEE/RENTEE may exercise the right to use Premises for

    after-hours special events/hospitality purposes for its customers, conditioned upon such use not

    conflicting with any

    of

    the terms of this Lease/Rental Agreement.

    4.5 In the event of an act of God or a major emergency/disaster which renders

    Premises not useable by LESSEE/RENTEE, or requires LESSOR/RENTOR to use Premises for

    its emergency purposes, all of LESSEE 's/RENTEE's obligations hereunder shall cease during

    LESSOR's/RENTOR's emergency use and the term

    of

    this Lease will

    be

    extended for the same

    period of time LESSEE/RENTEE is unable to use Premises.

    4.6 LESSEE/RENTEE shall

    be

    permitted to operate the back half

    of

    the Sunset

    Center North Parking Lot from Thursday through Sunday of the AT&T National Pro AM Golf

    Tournament for a private client. LESSEE/RENTEE will pay LESSOR/RENTOR 1 ,000 for usage

    of lot during this time. The front half of the lot will remain open for the general public.

    5. Taxes.

    5.1 LESSORIRENTOR shall pay all real estate and/or personal property taxes on the

    Premises. LESSEE/RENTEE shall pay for perm its, fees and a City of Carmel-by-the-Sea

    business license.

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    5.2 LESSEE/RENTEE shall pay the Monterey County Possessory Use Tax as

    assessed by the County

    o

    Monterey.

    6 Repairs and Maintenance, Utilities.

    6.1 LESSEE/RENTEE shall , during the term o this Lease and any renewal or

    extension hereof, at its sole expense, maintain the Premises in a clean, orderly and good

    condition, reasonable wear and tear excepted. LESSEE/RENTEE shall not commit or suffer to

    be committed any waste or any nuisance upon the Premises . LESSEE/RENTEE shall not

    knowingly commit or willingly permit to occur or be committed any act or thing contrary to the

    laws and regulations prescribed from time to time by any federal , state or municipal authority.

    LESSEE/RENTEE shall pay, or cause to be paid, all charges for water, sewer, gas, electricity ,

    light, heat, power, telephone and other utility service used or supplied upon or in connection with

    the Premises, and all charges for licenses and permits necessary for use

    o

    the Premises for the

    purposes authorized herein. LESSEE/RENTEE shall not permit the accumulation o any rubbish,

    dirt or refuse

    on

    the Premises or

    on

    the streets, pathways, sidewalks, planters, curbs or alleys

    (Mission Street, Eighth Avenue, San Carlos Street and Sunset Center ramp) adjoining the

    Premises and shall 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 use and wear thereof excepted, upon the termination o this Lease.

    LESSEE/RENTEE shall provide and pay for ongoing maintenance of landscaping ensuring the

    natural growth characteristic of same, including the continued watering and maintenance

    o

    landscaping and planters for the term o this Lease. LESSOR/RENTOR shall

    be

    responsible for

    maintenance and repair o light poles/lights, electricity and on or by the premises, asphalt

    damage, and plumbing located

    on

    or related to use.

    7. Improvements.

    7.1 LESSEE/RENTEE shall have the right, from time to time, to make such alterations

    and improvements to the Premises

    as

    shall be reasonably necessary or appropriate in

    LESSEEs/RENTEEs judgment for LESSEEs/RENTEEs use o the Premises as provided

    herein, subject to LESSEEs/RENTEEs first obtaining LESSORs/RENTOR s approval o plans

    therefor, which consent and approval shall not be unreasonably withheld . All such alterations

    and improvements shall be deemed to be part of Premises herein described and shall remain

    upon Premises at the sole discretion

    o

    LESSOR/RENTOR, and become the property of

    LESSOR/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/RENTOR and 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 for injury 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

    with LESSEEs/RENTEEs use or occupancy of Premises

    or

    the streets, sidewalks and alleys

    adjacent thereto.

    9 Compliance with the Law.

    9.1 LESSEE/RENTEE shall , at its sole cost and expense, comply with all

    requirements o municipal , state and federal authorities now, or which may hereafter be, in force

    pertaining to LESSEE s/RENTEE s use or occupancy o the Premises, or LESSORs/RENTOR s

    ownership thereof. The judgment

    o

    any court of competent, jurisdiction

    or

    the admission of

    LESSEE/RENTEE

    in

    any action or proceeding against LESSEE/RENTEE, whether

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    LESSOR/RENTOR be a party thereto or not, that LESSEE/RENTEE has violated any such

    ordinance regulation or statute in its use or occupancy of the Premises and adjacent areas shall

    be conclusive of that fact as between LESSOR/RENTOR and LESSEE/RENTEE.

    10. Insurance.

    10.1 LESSOR/RENTOR shall maintain in effect throughout the term of this Agreement

    a policy or policies o insurance with the following minimum limits o liability:

    a. Commercial general liability, including but not limited to premises, personal

    injuries, death, products, and completed operations, with a combined single lim it

    o liability of 1 ,000,000 per occurrence, and

    b. LESSEE/RENTEE shall maintain workers compensation insurance in accordance

    with the California Labor Code with a minimum o 1 ,000,000 per occurrence for

    employer liability.

    LESSEE/RENTEE shall provide and maintain at its own expense , during the term of this

    Agreement , a comprehensive general liability policy, including but not limited to premises,

    personal injuries, products, and completed operations, o insurance, satisfactory to

    LESSOR/RENTOR, with a combined single limit

    o

    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 to

    LESSOR/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

    an occurrence basis, such policy with the coverage required herein shall continue in

    effect for a period o two (2) years.

    Each insurance policy shall provide

    an

    endorsement naming CITY, its officers, agents,

    employees and volunteers as Additional Insured and shall further provide that such insurance

    is

    primary insurance to any insurance or self-insurance maintained by CITY and that the insurance

    o

    the Additional 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

    least thirty (30) days in advance

    o

    any change, cancellation

    or

    non-renewal thereof. Said policy

    shall provide identical coverage for each subcontractor, if any, performing work under this

    Agreement,

    or

    be accompanied by a certificate of insurance showing each subcontractor has

    identical coverage.

    As a condition precedent to LESSORIRENTOR 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 this

    Agreement. LESSEE/RENTEE shall file a new or amended certificate of insurance promptly

    after any change is made to any insurance policy which would alter the information on the

    certificate then

    on

    file.

    10.2 For all times during the term o this Lease and any extension or renewal hereof,

    LESSEE/RENTEE shall procure and maintain , at LESSEEs/RENTEE s sole expense, fire and

    extended coverage, vandalism and malicious mischief and all-risk insurance coverage for its own

    personal property and leasehold improvements. LESSEE/RENTEE

    shall submit to

    LESSOR/RENTOR certificates evincing the insurance required hereunder, which certificates

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    shall name 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 o the

    insurance carrier (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

    reason whatsoever.

    11

    . Default and Remedies.

    11 1

    The occurrence of any one or more of the following events shall constitute a

    material 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 o rent or any other

    payment required to by made by LESSEE/RENTEE hereunder, as and

    when due, where such failure shall continue for a period

    o

    three (3) days

    after written notice thereof from LESSSOR/RENTOR to

    LESSEE/RENTEE. In the event that LESSOR/RENTOR serves

    LESSEE/RENTEE with a Notice to Pay Rent or Quit pursuant to applicable

    unlawful

    detainer statues, such Notice to Pay Rent or Quit shall also

    constitute the notice required by this subparagraph .

    c. The failure by LESSEE/RENTEE to observe or perform any o the

    covenants, conditions or provisions

    o

    this Lease to be observed or

    performed by LESSEE/RENTEE, other than described in subparagraph b.

    above, where such failure shall continue for a period of thirty (30) days after

    written notice thereof from LESSOR/RENTOR to LESSEE/RENTEE;

    provided, however, that if the nature o LESSEE s/RENTEEs default

    is

    such that more than thirty (30) days is reasonably required for its cure , then

    LESSEE/RENTEE shall not be deemed to be in default if

    LESSEE/RENTEE commences such cure within said thirty-(30)-day period

    and thereafter diligently prosecutes such cure to completion.

    12.

    No

    Waiver Implied.

    12 .1 The continuation by LESSOR/RENTOR of the tenancy of the LESSEE/RENTEE

    following a breach of the terms hereof by LESSEE/RENTEE shall in no event be considered a

    waiver by LESSOR/RENTOR of any subsequent breach by LESSEE/RENTEE or of the benefits

    of any

    o

    the provisions thereof or in any way subject LESSOR/RENTOR to legal disability.

    13. Eminent Domain.

    13 1 If any part of the premises shall be taken or condemned or a public or quasi-

    public use, and a part thereof remains which

    is

    susceptible o occupation hereunder,

    LESSOR/RENTOR shall have the sole option to terminate this Lease as pertaining to the entire

    Premises as of the date when title to the part so condemned vests in the condemnor, but this

    Lease shall as to the parts so take , continue

    in

    full force and effect except that the rent payable

    hereunder shall be adjusted so that LESSEE/RENTEE shall be required to pay for the remainder

    of the term only such portion o such rent as the value o the part remaining after condemnation

    bears to the value o the entire Premises at the date of condemnation. If the entire Premises is

    taken or condemned, or if such part thereof be taken or condemned which renders , in the

    reasonable judgment o both LESSORIRENTOR and LESSEE/RENTEE, that portion of the

    Premises remaining unusable for the uses herein described , this Lease shall terminate upon

    such taking or condemnation, if a part or all of the premises be taken

    or

    condemned, all

    compensation to be awarded upon such condemnation or taking shall be paid to

    LESSOR/RENTOR

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    14. Audit.

    14.1 On January 1 and July 1

    o

    each year during the term

    o

    this Lease or any

    renewal or extension hereof, a representative from LESSOR/RENTOR and a representative from

    LESSEE/RENTEE shall meet for

    an

    audit and review o the parking operation at the request of

    LESSOR/RENTOR. Any adjustments to the monthly rental shall be paid within thirty (30) days

    from the completion o the audit.

    14.2

    In

    addition, within ten (10) days after the end of each Lease-year, commencing

    with 1 October 2015 and ending with the tenth (10th) day of the month following the last month o

    the Lease term, LESSEE/RENTEE shall furnish LESSOR/RENTOR with a statement to be

    certified as correct by LESSEE/RENTEE or the employee of LESSEE/RENTEE/RENTEE s

    authorized so to certify, which sets forth LESSEE s gross parking revenue for the year just

    concluded. With each annual statement, LESSEE/RENTEE shall pay to LESSOR/RENTOR the

    amount of any additional percentage rent which is payable to LESSOR/RENTOR, considering

    any installments of percentage rent paid by LESSEE/RENTEE to LESSOR/RENTOR during the

    previous Lease-year or partial Lease-year, as appropriate. If the annual statement shows that

    during the previous Lease-year, LESSEE/RENTEE paid more percentage rent than it was

    obligated to pay under the terms o this Lease, the amount of such overpayment shall be applied

    to the next installment or installments

    o

    minimum rent due

    or

    , if such overpayment was in the

    last year

    o

    the Lease term, LESSORIRENTOR shall refund to LESSEE/RENTEE the full amount

    of such overpayment within thirty (30) days of LESSORs/RENTOR s receipt o the statement.

    14.3 The acceptance by LESSOR/RENTOR of any monies paid to

    LESSOR/RENTOR by LESSEE/RENTEE as percentage rent for Premises

    as shown by any annual statement furnished by LESSEE/RENTEE shall

    not be an admission of the accuracy of such statement, or of the

    sufficiency

    o

    the amount

    o

    percentage rent payments, but

    LESSOR/RENTOR shall be entitled at any time within three (3) years from

    the end of the Lease-year for which any such percentage rent payments

    have been made to question the sufficiency o the amount paid and/or the

    accuracy

    o

    the statement or statements furnished

    by

    LESSEE/RENTEE to

    justify the amount. LESSEE/RENTEE shall,

    or

    each period of three (3)

    years, including the three (3) years , following the end

    o

    the term of this

    Lease, keep safe and intact all of the records, books, and accounts

    relevant to the gross parking revenue generated on Premises and shall ,

    upon request, make such records available to LESSOR/RENTOR,

    LESSORs/LESSORs auditor, representative or agent for examination at

    any reasonable time during such period .

    14.4 LESSEE/RENTEE shall keep full and detailed accounts and exercise such

    controls as may be necessary for proper financial management under this Agreement ; the

    accounting and control systems shall be satisfactory to LESSOR/RENTOR. LESSOR/RENTOR

    and LESSOR s/RENTOR s auditor shall be afforded access to LESSEE s/RENTEEs records,

    books, correspondence and other data relating to this Agreement. LESSEE/RENTEE shall

    preserve these records, books, correspondence and other data relating to this Agreement or a

    period

    o

    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 to this Agreement available to LESSOR/RENTOR

    as

    LESSORs/RENTORs

    principal place

    o

    business upon 7 hours written notice.

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    15. Rates, Distribution, Stall Count.

    15.1 Specifications and rates, Sunset Center Parking Summary (all subject to review,

    change and approval by Resolution

    o

    LESSOR's/RENTOR's City Council):

    Stall Count:

    Standard (9 x 18)

    Compact (8 x 16)

    Distribution

    o

    Stalls:

    Monthly Permits

    Transient

    Rates:

    71

    64

    135

    Approx 70

    Approx 65

    Monthly 60 month

    Transient 2 hour

    Sunset Center Special Events No charge after 5 p.m.

    16. LESSOR's/RENTOR's Access.

    16.1 LESSOR/RENTOR and LESSOR's/RENTOR's agents shall have the right to enter

    Premises at reasonable times for the purpose of inspecting the same, showing the same to

    prospective purchasers, lenders or lessees, and make such alterations, repairs, improvements or

    additions to Premises as LESSOR/RENTOR may deem necessary or desirable. During the last

    one hundred and twenty (120) days o the term o this Lease, LESSOR/RENTOR may, at any

    time, place on or about Premises any ordinary For Lease signs, all without rebate of rent to

    LESSEE/RENTEE or liability to LESSOR/RENTOR.

    17. Assignment and Subletting.

    17.1 In consideration for the favorable rental and lease terms and conditions , this

    Lease

    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

    o

    Premises by 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

    or

    hypothecate this Lease or any interest therein, the parties hereto agree that

    it shall be reasonable for LESSOR's/RENTOR's consent thereto , if any, to be predicated, in part,

    upon the financial and professional qualifications of the proposed successor in interest as well as

    the proposed successor's willingness to pay additional rent in an amount then designated by

    LESSOR/RENTOR to be the then-fair market rental for similar space in the vicinity o Premises

    and it shall be reasonable that such consent shall be subject to a document preparation fee of

    not less than one thousand dollars

    ( 1

    ,000). Consent to any

    o

    the aforementioned acts shall not

    operate as a waiver o LESSOR's/RENTOR's right to terminate this Lease

    in

    the event o a sale,

    transfer, assignment or sublease o Premises.

    18. Hold-Over Tenant.

    18.1 It is covenanted that there shall be no renewal

    o

    this Lease, except upon

    execution o a written agreement, and the fact that LESSEE/RENTEE may continue in

    possession of Premises without the written consent of LESSOR/RENTOR, shall not operate to

    renew this Lease. 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 at sufferance. This provision for hold-over tenancy is not to be construed as limiting the

    rights or remedies otherwise available to LESSOR/RENTOR to remove LESSEE/RENTEE, or to

    limit the rights of LESSOR/RENTOR or LESSEE/RENTEE to resolve any dispute relating to

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    rental for any option period. In the event of a holdover, the rent will be the then-current base rent

    plus five hundred dollars ( 500) per month.

    19. Capital Improvements.

    19.1 Cost and or installation o any future capital improvements proposed

    by

    either

    party 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 o

    each party herein specified shall apply to and bind the heirs, executors, administrators and

    successors o such party.

    21 . Notices.

    21.1 All notices to be given to LESSEE/RENTEE or LESSOR/RENTOR shall be made

    in writing and shall be deemed delivered upon receipt either personally or by registered or

    certified mail addressed as follows:

    LESSEE/RENTEE

    Pacific Parking and Valet, LLC

    dba National Parking and Valet

    578 A Houston Street

    Monterey, CA 93940

    22. Attorney's Fees.

    LESSOR/RENTOR:

    City

    o

    Carmel-by-the-Sea

    Attn: City Administrator

    Box CC

    Carmel-by-the-Sea, CA 93921

    22 1 If either party hereto should bring any suit against the other party hereto (formal

    judicial proceeding, mediation or arbitration) , for the breach

    o any term, covenant, condition or

    obligation herein contained to

    be

    kept by such other party for the recovery of any sum due

    hereunder,

    or

    to recover possession o Premises, or for any summary action for forfeiture of this

    Lease or to prevent further violations of any o 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 a

    reasonable attorney's fee to be fixed by the judge, mediator or arbitrator hearing the case and

    such fee shall

    be

    included in the judgment, together with all costs.

    23. Governing Law.

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

    24. Agreement Contains All Understandings; Amendment

    24.1 This document represents the entire and integrated Agreement between

    LESSOR/RENTOR and LESSEE/RENTEE supersedes all prior negotiations , representations,

    and agreements, 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

    harmless from and against all liabilities, claims, actions , damages, costs and expenses or loss

    arising out of or resulting from the presence of any hazardous material brought or installed or

    permitted to be brought or installed

    by

    LESSEE/RENTEE upon the demised premises.

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    IN WITNESS WHEREOF, the parties hereto have set their hands this ay of

    2014.

    LESSOR/RENTOR:

    CITY OF CARMEL-BY-THE-SEA

    Doug Sch 1tz

    City Administrator

    ATTEST:

    Lori Frontella, MMC

    Interim City Clerk

    LESSEE/RENTEE:

    NATIONAL PARKING VALET, a division of

    PACIFIC PARKING VALET, LLC

    Steven E Summers

    Managing Operating Partner