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PS Parking License; 1230 Fifth AvenuePARKING LICENSE AGREEMENT (1230 FIFTH AVENUE, SAN RAFAEL, CA 94901) This Parking Agreement ("Agreement") is entered into September 1St, 2020, by And between 1230 FIFTH AVENUE INVESTORS, LLC ("Licensor"), and the City of San Rafael, a municipal corporation ("Licensee"). Recitals A. Licensor is the Owner of certain real property located at 1230 Fifth Avenue, San Rafael, California (the "Property"), containing a building with a roof top parking lot (the "Roof Top Parking Lot") and an adjoining parking lot located at the corner of C Street and Mission Street (the "Adjoining Parking Lot") (collectively, the "1230 Fifth Avenue Parking Lot") or the "Parking Lot" see exhibit A. B. Licensees wishes that Licensor grant it a license for the use and benefit of a certain number of parking spaces, as hereinafter specified, in the Parking Lot. Licensor is willing to grant such a license for Licensee parking, pursuant to the provisions of this Agreement. C. It is acknowledged and agreed between the parties that this Agreement is separate and distinct from any other agreement which Licensee may have with Licensor. A breach hereof shall not constitute a breach of any other agreement between the parties. Terms of Agreement 1. Grant of License. Subject to the terms and conditions of the Agreement, Licensor grants to Licensee a Revocable license (the "License") for twenty-seven (27) parking spaces in the Adjoining Parking Lot as depicted on "Exhibit A" attached hereto. Such Parking spaces are for the Licensee's exclusive use and for the purpose of providing parking for the Licensee's employees. Licensee may, at its expense, post tow away warning/notice signs in the Parking Lot in accordance with local law. Licensee shall have the right but not the obligation to, without notice, cause any vehicles violating Licensee's exclusivity to the Parking Spaces to be towed away at such violator's expense (it being understood that Licensor shall have no obligation whatsoever to enforce Licensee's exclusivity to the Parking Spaces). 2. Term. This Agreement shall be month-to-month starting on September 1St, 2020 Either party may terminate this Agreement, for any reason or no reason whatsoever, notwithstanding the provisions of this paragraph 2, by giving to the other party thirty (30) days prior written notice of termination. 3. License Fee. As a fee for the Agreement, Licensee shall pay Two Thousand Two Hundred Twenty -Five Dollars ($2,225) per month, payable in advance on the first day of the month ("License Fee"). 4. Late Charge. If an installment of License Fee or any other sum due from Licensee is not received by Licensor within five (5) business days after such amount is due, then, without any requirement for notice to Licensee, Licensee shall pay to Licensor a late charge equal to five percent (5%) of such overdue amount. 5. Reservation of Rights. Licensor reserves the right to operate the Parking Lot in the best interests of the business conducted on the Licensor's Property, subject to the Licensee's rights hereunder. Specifically, Licensor may reconfigure the Parking Lot as Licensor deems appropriate for its business. In the process of effecting such reconfiguration, repairs, or improvements, Licensor may temporarily close all or a portion of the adjoining Parking Lot. In the event any such closure continues for more than seven (7) days, the license fee payable for the period of the closure shall be abated, and the next License fee payment may be reduced accordingly. 6. Waiver and Indemnity. Licensee, as a material part of the consideration to be rendered Licensor under this Agreement, waives all claims against Licensor their respective subsidiaries and affiliates, and the officers, directors, employees, and agents of each of them (collectively, the " Licensor -Related Parties"), and agrees to indemnify, defend and hold the Licensor -Related Parties harmless from and against any claims, costs (including without limitation attorneys' fees) liens, liabilities, damages, demands, actions, or causes of action of whatever kind or nature (collectively," claims) arising from the use of the License Parking Spaces and/or from the presence of such persons on the Property, including in each instance any Claims resulting from injury or death to any person or loss or damage to any property or business. The provisions of this paragraph 6 shall survive the expiration or termination of this Agreement and of the License. 7. Insurance. Licensee is a California municipal corporation and, as permitted under State law, is self-insured for general liability, including automobile liability, up to $750,000 and has excess liability coverage through the California Joint Powers Risk Management Authority under a Memorandum of coverage. Licensee will provide Licensor with a Certificate of Coverage naming Licensor as an additional covered party under such Memorandum of Coverage during the term of this Agreement, in the amount of $2,250,000 in excess of Licensee's self-insured retention amount. Should such excess liability coverage be canceled during the term of this Agreement, Licensee shall notify Licensor and Licensor shall have the option to terminate this Agreement. 8. Notices. Any notice given by either party to the other under this Agreement must be in writing, and may be given by personal delivery, or by mailing the notice by registered mail, return receipt requested, to the address indicated below. Additionally, the notice may be given by telecopy if a subsequent delivery is made by one of such other authorized methods of delivery. Licensor: 1230 FIFTH AVENUE INVESTORS, LLC Thomas M. Monahan President -MPC Manager 1101 Fifth Avenue Suite 300 San Rafael, CA 94901 Licensee: Jim Schutz, City Manager City of San Rafael 1400 fifth Avenue San Rafael, CA 94901 Notice shall be deemed to have received on the date of personal delivery, of receipt of telecopy or if notice is mailed, on the date of delivery or attempted delivery shown on the return receipt. 9. Maintenance, Repairs, and Security Obligation. Licensee shall maintain the adjoining parking lot as needed to ensure a clean appearance including, but not limited to, landscaping, maintain surface parking, garbage removal when necessary, maintain lighting, and repair of any damage during the term of this Agreement. Licensor shall have no maintenance, repair, or security obligation. 10. No Assianment, Sublicense or Transfer. Licensee acknowledges that Licensor is entering into this Agreement in consideration of its amicable and neighborly relationship with Licensee. Licensee agrees that it will not assign, sublicense, or transfer, or attempt to assign, sublicense, or transfer, all or any part of the License of its rights under this Agreement, and agrees that any purported assignment, sublicense or transfer shall be null and void. Licensee further agrees that if its requests Licensor to consent to an assignment, sublicense, or transfer of all or any part of the License or of the License or of Licensee's rights under this Agreement, Licensor may refuse to grant such consent in Licensor' sole and absolute discretion. 11. Attorneys' Fees. If any legal action or proceeding, arising out of or relating either to the License or to this Agreement, is brought by Licensor of Licensee, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the party's reasonable attorneys' fees, cost, and expenses. 12. Entire Aareement. This Agreement constitutes the entire agreement between Licensor and Licensee relating to the License. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Any amendment to this Agreement shall be of no force or effect unless it is in writing and signed by Licensor and Licensee. LICENSOR LICENSEE 1230 FIFTH AVENUE INVESTORS, LLC CITY OF SAN RAFAEL a California Limited Liability Company a municipal corporation By: By: THO S M. MONAHAN JI S HUTZ President MPC Manager City anager APPROVED AS TO FORM: By: �u �-ti 7'— k") ROBERT F. EPSTEIN, ity Attorney Consent to the above Parking License Agreement is hereby given. G cq cY3 00 m 0 co C STREET N Cq Cq Lo cq co Cq N Cq 0 Cq m 00 Ll - Lo ioii � RAFq�` 5 2 �o Tr WITH P �\ CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Parking Services Division Project Manager: Jim Myhers Extension: 5335 Contractor Name: 1230 Fifth Avenue Investors Contractor's Contact: Vicki Romaguera Contact's Email: vicki@monahanpacific.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 10/5/2020 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement 9/22/2020 ❑x LG and return to Project Manager 9/22/2020 © LG b. Confirm insurance requirements, create Job on (N/A) PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to Click or tap ❑ contractor to enter a Forward three (3) originals of final agreement to date. 4 Project Manager Click here to ❑ contractor for their signature enter a date. 5 Project Manager When necessary, contractor -signed agreement ❑x N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City /616/uZo Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement / l2bZf) �?- 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) /P Cr 9 City Manager/ Mayor Agreement executed by City Council authorized jU j ,��vU City Clerk official 10 Attest signatures, retains original agreement and /P �� N forwards copies to Project Manager