PARKING LICENSE AGREEMENT
THIS PARKING LICENCE AGREEMENT is made this 30th day of March, 2022 (the “Agreement”)
BETWEEN:
Onni Properties LLC, an Arizona limited liability company with an office at 17011 Beach Blvd., Suite 206, Huntington Beach, CA 92647 (the “Licensor”)
AND: The City of Huntington Beach, a municipal corporation of the State of California with an office at 2000 Main Street, Huntington Beach, CA 92648 Contact #: 714-536-5579
Email: [email protected]
(the “Licensee”)
A. Onni Huntington Beach LLC (“Owner”) is the owner of real property located at 7842 Warner Avenue, Huntington Beach, CA 92647 (“Property”);
B. Owner retained (“Licensor”) to manage the Property;
C. The Licensor has the right to issue licences for the use of various parking stalls located within the parking structure (the “Parking Facility”) located at the Property; D. The Licensee wishes to be granted a licence to use fifty (50) unreserved parking stalls located and assigned as follows: fifty (50) unreserved parking stalls on the 6th level of the Parking Facility in accordance with the terms contained herein (collectively, the “Licensed Spaces”); E. Licensor and Licensee intend to make Owner a third-party beneficiary of this Agreement; and F. Except as provided for herein, Licensor and Licensee do not intend to make any other person or entity, including but not limited to any of Licensee’s authorized users, a third-party beneficiary of this Agreement.
WITNESSES that in consideration of the covenants, agreements and conditions hereinafter reserved and contained on the part of the Licensor and the Licensee to be respectively kept, performed and observed, the Licensor and the Licensee agree as follows:
1. The Licensor hereby grants to the Licensee and its invitees, the non-exclusive right, license and privilege to use the Licensed Spaces on a fixed term throughout a twenty-four (24) hour daily basis commencing on July 1, 2022 (the “Commencement Date”) and terminating June 30, 2023 (the “Termination Date”).
2. The Licensee hereby covenants and agrees to pay, without demand, deduction or set-off, to the Licensor, or to any operator (the “Operator”) of the Parking Facility as designated by the Licensor from time to time, to use 50 Licensed Spaces pursuant to this Agreement. The Parking Fee for the allotted fifty (50) unreserved parking passes is currently One Hundred
and 00/100 Dollars ($100.00) per month for each parking stall (the “Parking Fee”), or Five Thousand and 00/100 Dollars ($5,000.00) per month for all the Licensed Spaces (the “Total Monthly Parking Fee”). The total parking fee over the fixed term of this agreement per Section 1 is $60,000.00. The Total Monthly Parking Fee will be payable on the first day of each month.
3. At the time of execution of this Agreement, the Licensee shall pay to the Licensor or Operator such deposit as the Licensor or the Operator reasonably requires (the “Deposit”). The Licensor, or the Operator, as the case may be, shall hold the Deposit on a non-interest bearing basis and in the event that the Licensee fails to comply with the provisions hereof, the Deposit shall become the absolute property of the Licensor, without prejudice to the Licensor’s other remedies. If the Licensee complies with all of its obligations hereunder, the Licensor shall return the Deposit to the Licensee within 14 days of the termination of this Agreement.
4. If so required by Licensor, a valid permit must be visibly displayed with number and/or barcode facing the windshield (unless Licensor confirms that no permit is required for that facility).
Failure to do so will be considered a breach of this Agreement and, in addition to any other parking remedies available, Licensor may tow such vehicle at the sole expense of the vehicle’s owner.
5. As applicable, the Licensee hereby agrees to purchase the required Remote and/or Proximity style access device (“Access Device(s)”) to gain access to the Licensed Space at a cost to be determined by the Licensor. One (1) device is required for each parking stall comprising the Licensed Space. Lost or stolen devices must be reported to the Operator immediately, and a replacement will be issued at the then market rate.
6. Misuse of these access devices will be considered a breach of this Agreement. If the same permit number is found on more than one vehicle at a time, or if an Access Device is used to admit more than one vehicle at a time into the Parking Facility, that permit will automatically be deemed invalid, and Licensor may tow one or more vehicles, at the sole expense of the Licensee or vehicle owners, in addition to any other remedies available to Licensor.
7. The Licensee covenants and agrees with the Licensor as follows:
(a) Each Licensed Space within the Parking Facility will only be used for the sole purpose of parking road-legal passenger sedans, vans, sport utility vehicles, standard size pickup trucks, and motorcycles on condition the vehicle fits under the height limitation at the Parking Facility and within a single Licensed Space (collectively, “Vehicles”). The definition of Vehicles excludes all trailers, campers, commercial vehicles, vehicles that are not legally permitted to operate on public roads, watercraft and similar recreational equipment, recreational vehicles (RVs), and any inoperable or unlicensed motor vehicle, all of which are not permitted to use a Licensed Space; (b) Licensee will require that all Vehicles must be operational and insured. Licensee shall provide the Licensor with the following information of each Vehicle that Licensee will allow, per this Agreement, to occupy the Licensed Space from time to time (the “Authorized Vehicle(s)”):
See attached Appendix “A”
Vehicle: Make: Model:
Color: Plate No:
(
c) Any Authorized Vehicles will not be parked, left, or abandoned in a manner that impedes or prevents ready ingress, egress, or passage through the Parking Facility, or in a manner that impedes or prevents access to or from any parking space within the Parking Facility; (d) All Authorized Vehicles will strictly abide by and comply with all reasonable rules and regulations in respect of the Parking Facility or the Licensed Space which may be made from time to time by the Licensor or any Operator;
(e) All Authorized Vehicles will strictly abide by and comply with any additional terms and conditions displayed on the signage at the Parking Facility, which may be posted from time to time by the Licensor or any Operator, with the sole exception of terms and conditions relating to parking rates;
(f) Licensee will defend, indemnify and hold harmless the Licensor, Owner and their respective members, managers, officers, directors, agents, consultants, employees, subsidiary and affiliated companies (collectively, “Indemnitees”) from any and all claims, demands, suits, liabilities, losses (including but not limited to economic losses, loss of use, expenses, and litigation costs including reasonable attorney’s fees) involving property damage or personal injury including death or bodily injury (collectively, “Claims”) that directly arise out of, or directly relate to negligence, and willful misconduct of Licensee or its agents, employees, contractors, subcontractors, licensees, or invitees in performing obligations or exercising rights under this Agreement including use of the Parking Facility and Licensed Spaces.. Notwithstanding, the foregoing indemnification obligation will not apply to Claims that arise out of the negligence or willful misconduct of Indemnitees; provided, however, Licensee shall indemnify and hold harmless Indemnitees against the equitable share of liability attributed to Licensee or its agents, employees, contractors, subcontractors, licensees, or invitees. (g) Licensee will not assign, in whole or in part, its rights under this Agreement and will not permit any person or persons other than the persons described herein to use the Licensed Space without the prior written consent of the Licensor, which consent may be withheld in the Licensor’s sole discretion; and
(h) Subject to subsection (g) immediately above, Licensee may distribute Access Devices to certain authorized users approved by Licensor, provided that they first sign and return to Licensee, the written waiver and release attached hereto as Appendix B.
8. Each new or replacement permit or Access Device issued is subject to a non-refundable fee and/or a refundable deposit determined solely by the Licensor.
9. The parking of unlicensed or uninsured V ehicles, and the repair, maintenance, or washing of Vehicles in the Parking Facility is prohibited. The parking of Vehicles that pose any kind of hazard or that contain hazardous contents is prohibited. Vehicles parked for the purpose of promotional activities or advertising are prohibited.
10. It is expressly understood and agreed by the Licensee that this Agreement is the grant of a bare licence of space for parking purposes only and the Licensor, its servants, agents and employees shall have no liability or responsibility for any damage, loss, cost, expense or injury of whatsoever nature suffered or incurred by the Licensee or the Licensee’s servants, employees, invitees or licensees or by or to any vehicle or the contents thereof, all of which shall at all times be at the sole risk of the Licensee.
11. It is understood that the Licensor shall have the right, at any time and from time to time upon demolition of the Parking Space, to either terminate this Parking Licence or upon written notice before and during the term and any renewal of this Parking Licence, to change the location of the Licensed Space to another location anywhere else in the Licensor’s property.
12. No Vehicle may be parked at the Parking Facility for more than 72 consecutive hours (“Stored”), unless first agreed to in writing by Licensor.
13. The Licensor, without liability, may remove or cause to be removed any vehicle(s), including but not limited to Authorized Vehicles or other objects at the Property that do not comply with or violate any term of this Agreement.
14. The Licensee shall have the right, in common with other licensees, to use the common areas of the Parking Facility for the purposes of ingress to and egress from the Licensed Space in such areas as the Licensor may designate from time to time as available for access and passage by pedestrians or vehicles, as may be the case, but the Licensee shall make no other use of such common areas of the parking facility.
15. In the event of any damage to the Parking Facility or the Licensed Space which renders the Licensed Space unsuitable for the purposes intended herein, the licence contained in this Agreement and this Agreement may be cancelled forthwith at the option of either party.
16. The Licensor and the Licensee agree each with the other that:
(a) if any payment required to be paid hereunder shall not be paid within ten (10) days of the day appointed for payment; or
(b) in case of default by the Licensee in performing or observing any of the covenants, agreements, provisions or conditions of this License Agreement on the part of the Licensee to be observed and performed, excluding the payment of the Parking Fee for which Subsection 18 of this Agreement shall govern, and such default shall not have been remedied within five (5) days after written notice thereof from the Licensor; then this License Agreement may be terminated at any time thereafter by notice in writing from the Licensor to the Licensee provided that such termination shall be wholly without prejudice to the Licensor’s rights to recover any money owing pursuant to the terms of this Agreement, or
damages for any breach of the covenants, obligations or agreements under this License Agreement by the Licensee.
17. The Licensor or Licensee may, upon ten (10) days’ written notice to the other party, terminate this Agreement with respect to any one or more of the parking stalls comprising the Licensed Space.
18. I
f the Licensee should fail to pay the Parking Fee, or any instalment thereof, promptly when due, the Licensor shall be entitled to charge and collect interest thereon, from the date upon which the same was due until actual payment thereof, at the rate of three per cent (3%) per annum in excess of the rate of interest charged and established from time to time by the main branch in Huntington Beach of the Licensor’s bank as its most favourable rate of interest to its most creditworthy and substantial commercial customers, commonly known as its prime rate.
19. Any notice required by the provisions of this Agreement shall be in writing and may be ei ther delivered personally or sent by prepaid, registered or certified mail and, if so mailed, shall be deemed to have been given five (5) days following the date upon which it was mailed and if delivered personally, shall be deemed to be delivered on the day such notice is left at the address of the party receiving it, so long as delivery is effected before 5:00 p.m. on a day which is not a Saturday, Sunday or statutory holiday in the City of Huntington Beach, and if delivered after such time or on such days, shall be deemed to be delivered on the next day which is not a Saturday, Sunday or statutory holiday in the City of Huntington Beach. The addresses of the parties for the purpose hereof shall be, in the case of the Licensor, the address of the Licensor set forth above, and in the case of the Licensee, the address of the Licensee set forth above.
20. As a condition precedent to the effectiveness of this Agreement , Licensee shall procure and maintain the following insurance coverage at Licensee’s own expense: (Forward all certificates of insurance to [email protected])
(a) Commercial General Liability (“CGL”) Insurance, with minimum $1,000,000.00 single limit of liability for bodily injuries, death and property damage, and personal injury resulting from any one occurrence, and $2,000,000.00 general aggregate. Such policy shall be provided using standard ISO Form CG0001, or equivalent form. (i) Such CGL policy shall be endorsed to include Licensor and Owner, and their respective employees, representatives, agents, officers, managers, members and directors as additional insureds (collectively, “Additional Insured Parties”) using ISO Forms CG20 10 07/04 for ongoing operations and CG 20 37 07/04 for completed operations coverage, or their equivalents. Any provided form providing lesser or restricted coverage to the Additional Insured Parties is not equivalent and will be rejected.
(ii) Such policy shall be endorsed to be Primary and Non-Contributory to any insurance or self-insurance maintained by any Additional Insured Parties. (iii) Such policy shall contain a waiver of subrogation in favor of all Additional Insured Parties.
(b) Workers Compensation in accordance with the laws of the state of California, and Employers Liability Insurance with a limit of not less than $1,000,000.00 per occurrence.
Such policy shall be endorsed to include a waiver of subrogation in favor of the Licensor (c) Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles under this Agreement, with a combined single limit of not less than $1,000,000.00 per occurrence. Such policy shall be endorsed to include the Additional Insured Parties.
(d) Garage Keeper’s Legal Liability for (liability, fire, theft, comprehensive, and collision coverage) with minimum limits of liability of $300,000 per automobile and $1,000,000 general aggregate specific to the Garage Keeper’s Legal Liability. (e) Commercial Umbrella or Excess Liability Insurance with a minimum liability limit of $5,000,000 per occurrence and $5,000,000 general aggregate for liability for bodily injuries, death and property damage, and personal injury resulting. Such Umbrella or Excess policy shall provide coverage over and specifically schedule the CGL, Commercial Automobile Liability, policies mentioned in sub sections (a), (b), (c), and (d) above. Such policy shall be specifically endorsed to be Primary and Non-Contributory to any insurance or self-insurance maintained by any Additional Insured Parties on the underlying policies.
(f) Such minimum limits may be satisfied by a combination of primary and umbrella or excess liability policies.
(g) Licensee waives all rights against Additional Insured Parties for recovery of damages to the extent that these damages are covered by commercial general liability, commercial umbrella liability, auto liability or workers compensation and employer’s liability insurance maintained.
(h) All policies required by this Agreement shall remain in force and effect for a period of one (1) year after the Termination Date, as set forth herein.
21. It is understood and agreed by the Licensor and the Licensee that nothing contained herein shall be construed as creating a legal demise or any greater interest in the Licensee in the Licensed Space than a licence on the terms hereinbefore provided.
22. This License Agreement and everything herein contained shall inure to the benefit of and be binding upon the successors and permitted assigns and other legal representatives of each of the parties hereto. It is understood and agreed that this agreement supersedes and cancels any and all previous agreements and understandings, if any, between the parties with respect to the subject matter hereof.
[Signatures follow on next page]
IN WITNESS WHEREOF the Licensor and Licensee have duly executed this agreement as of the day and year first above written.
LICENSOR:
ONNI PROPERTIES LLC
Signature: _____________________________
Name: ________________________________
T
itle: _________________________________
Date: _________________________________
LI
CENSEE:
CITY OF HUNTINGTON BEACH
Signature: _____________________________
Name: ________________________________
T
itle: ________________________________
D
ate: _________________________________
Appendix “A”
Parking Stall #: N/A
Parking Pass # (if applicable):
N/A User:
Vehicle: Make: Model:
Color:
Plate No:
User:
Vehicle: Make: Model:
Color:
Plate No:
User:
Vehicle: Make: Model:
Color:
Plate No:
Appendix “B”
PARKING AGREEMENT FOR AUTHORIZED USER
Start Date: __________ End Date: __________
Authorized User’s Name(s): ____________________________________________________________________ Authorized User’s Address: ____________________________________________________________________ Telephone: _______________________ Email: _____________________________________________ Vehicle Make: ____________________ Model: ______________________ Color: __________ Year: __________ License Plate: (State)_____ (Number)____________________
By parking vehicles at the premises located at 17011 Beach Boulevard, Huntington Beach, CA 92647 (“Ocean Plaza”), the undersigned authorized user (“Authorized User") acknowledges and agrees to the following:
1. Prior to the start date (as set forth above), Authorized User shall maintain legally required automobile liability insurance covering the vehicle that is both current and in effect at all times the vehicle is at Ocean Plaza.
2. Authorized User has read, understands, and agrees to comply with the terms and conditions of the Agreement.
3. Parking any vehicles at Ocean Plaza for more than 72 consecutive hours is strictly prohibited, unless first authorized in writing by Licensor. The Licensor, without any liability, may remove or cause to be removed vehicles that do not comply with this provision.
4. If any term herein is deemed illegal, unenforceable, or invalid by a court of competent jurisdiction, then any such term will be severed from the Waiver, and all other remaining terms are valid and enforceable.
5. Authorized User shall defend, indemnify, and hold harmless Onni Huntington Beach LLC, Onni Properties LLC, and their respective members, managers, partners, shareholders, directors, officers, agents, employees, and employees of its agents (“Onni Parties”), from any and all legal claims and damages, including attorney’s fees, that arise out of Authorized User parking vehicles at the premises.
6. ONNI PARTIES ARE NOT LIABLE FOR DAMAGES TO AUTHORIZED USER’S VEHICLE THAT ARISE OUT OF THE
UNDERSIGNED PARKING VEHICLES AT OCEAN PLAZA, AND AUTHORIZED USER WAIVES RIGHTS TO AND
RELEASES ONNI PARTIES FROM ANY AND ALL CLAIMS TO RECOVER DAMAGES FOR ANY AND ALL
PROPERTY DAMAGE THAT ARISES OUT OF USE OF THE PARKING FACILITY, HOWEVER CAUSED, EXCEPT FOR THE SOLE NEGLIGENCE OF ONNI PARTIES.
By signing below, you represent that you read, understand, and agree to the above and the implications of signing this Waiver.
Agreed to on this _____ day of ____________________
Signature: ____________________________________
Print Name: ___________________________________