RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
RECIPROCAL PARKING AGREEMENT
This RECIPROCAL PARKING AGREEMENT (“ Agreement”) is made on _________________ by and between the Judicial Council of California (the “Judicial Council”), and the CITY OF MENIFEE, a Cali fornia municipal corporation (“City”), with reference to the following Recitals.
RECITALS
A. The State of California acting by and thr ough the Judicial Council of California is the owner in fee simple of that certain real prop erty located in the City of Menifee, County of Riverside, State of California, APN Number 360-860-012 (the “Judicial Council Property”).
B. The Judicial Council is developing a new courthouse on the Judicial Council Property intended for use by the Superior Cour t of California, County of Riverside (the “Courthouse”), which includes a parking lot for Cour thouse visitors and jurors (the “ Court Parking Lot”) depicted on Exhibit “A” attached hereto and incorporated herein by this reference.
As of the date of this Agreement, the Courth ouse and Judicial Council Parking Lot are under construction and are anticipated to be complete and opened on or around June 1, 2024.
C. The Judicial Council will finance the construction of the Courthouse through issuance of State Public Works Board (“SPWB”) lease revenue bonds (“Bonds”) which will be in part secured by site and facility leases between the Judicial Council and SPWB pertaining to the Judicial Council Property (“Bond Documents”).
D. City is the owner in fee simple of that certain real property located in the City of Menifee, County of Riverside, State of California, APN Number 360-850-015 (the “ City Property”).
E. City intends to develop the City Property as the new city hall for the City of Menifee, which will include a paved parking lot on the easterly side of the City Property (the “City Parking Lot”) depicted on Exhibit “B” attached hereto and incorporated herein by this reference.
As of the date of this Agreement, the City Park ing Lot is anticipated to begin construction in or around February of 2024, and to be completed in th e final quarter of 2024. The City intends to make the City Parking Lot availa ble for public use once it is comp lete. The date City provides written notice to Judicial Council that the City Parking Lot is co mpleted and ready for Judicial Council’s use hereunder shall be referred to as the “City Parking Lot Completion Date.” F. City and Judicial Council each agree that this Agreement is intended to be temporarily in place until City opens its new city hall, at which point City anticipates having need for the majority of parking spaces in the City Parking Lot for city hall purposes. Without limiting either City’s or Judicial Council’s right to terminate this Agreement pursuant to Section 2 hereof, Judicial Council is advised that City will likely exercise its discretion to terminate this Agreement when it opens the new city hall.
G. City and Judicial Council may each here after be referred to individually as a “Party” or collectively as the “Parties.” The Judicial Council Property and the City Property may
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
each hereinafter be referred to individually as a “ Property” and collectively referred to as the “Properties.” The Judicial Council Parking Lot and the City Parking lot may each hereinafter be referred to individually as a “Parking Lot” and collectively referred to as the “Parking Lots.” H. The Parties desire to enter into a reci procal parking agreement whereby each Party shall have a revokable, non-exclus ive license to utilize the ot her Party’s Park ing Lot during designated hours, subject to the terms and conditions set forth herein.
NOW, THEREFORE, the Parties agree as follows:
1. Term of Agreement. This Agreement shall become effective on June 1, 2024 (“Effective Date”).
2. Termination. Either Party may terminate this Agreement for any reason by giving thirty (30) days’ prior written notice to the other Party.
3. Judicial Council License.
3.1 Judicial Council License Following City Parking Lot Completion Date. Subject to Section 3.2, City hereby grants to J udicial Council a nonexclusive, revokable license (the “ Judicial Council License ”) together with necessary vehicular and pedestrian access thereto between the hours of 8:00 A.M. to 5:00 P.M., Monday through Friday, inclusive, of each week of the year, except for Judicial Branch holidays available at https://www.courts.ca.gov/holidays.htm as the same may be amended from time to time (“Courthouse Hours”). The Judicial Council License is intended for use by Courthouse visitors and jurors. The Judicial Council License is restricted to non-business vehicles and is limited to short-term parking purposes and ingress and egress thereto. The J udicial Council License does not provide Judicial Council with a right to use any part of the City Property for any other purpose, including but not l imited to staging, construc tion parking, long-term parking, overnight parking, or event hosti ng. The actual number of parking spots in the City Parking Lot open for use will vary due to the City Parking Lot being available for public parking.
3.2 Judicial Council License Prior to City Parking Lot Completion Date.
Notwithstanding Section 3.1, the Parties acknowledge that the City Parking Lot will be unpaved, unfinished, and part of a construction zone for the city hall project on the City Property as of the Effective Date. Until the City Parking Lot Completion Date, the Judicial Council License shall in stead apply to the unfinished portion of the City Property located on the west side of the City Property depicted on Exhibit “C” hereto (“Unfinished Lot”) and shall not apply to the City Parking Lot. Judicial Council acknowledges that to the extent it uses the Unfinished Lot, it hereby waives and releases City from all ri sk and liability associated with Judicial Council’s use of the Unfinished Lot, except to the extent arising from City’s gross negligence or willful misconduct. City shall not be respons ible for any maintenance or repair of the Unfinished Lot notwithstanding any other provision of this Agreement.
Furthermore, City shall not be responsible to guarantee any number of unreserved
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
parking spaces in the Unfinished Lot, as parking availability will vary during the construction period. Upon prior written approval from the City Manager or designee, Judicial C ouncil may, at its sole risk and expense, install a sign at the entrance to the Unfinished Lot posting the hours and days Courthouse visitors and jurors are permitted to park there (the “S ign”). Prior to installation, the proposed design and location of the Sign shall be submitted for the re asonable review and approval of the City Manager or designee. The Sign must (a) comply with all City laws and design standards related to signs , and (b) not imply a prohibition against other parking users in the Unfinished Lo t. This Section shall automatically terminate and be of no further for ce and effect upon the City Parking Lot Completion Date.
4. City License.
4.1 Grant of License. Judicial Council hereby grants to City a nonexclusive, revokable license (the “ City License ”) to park in the Court Parking Lot together with necessary vehicular and pedestrian access thereto from 5:00 P.M. to 2:00 A.M. each day of the year. The Judicial Counc il License and City License may each individually be referred to as a “License” and collectively as the “Licenses.” The City License is intended for use by visitors to events conducted in Menifee Central Park located near the Properties. The C ity License is restricted to non-business vehicles and is limited to short-term parking purposes and ingress and egress thereto. The City License does not provide City with a right to use any part of the Judicial Council Property for any othe r purpose, including but not limited to staging, construction park ing, long-term parking, overn ight parking, or event hosting.
4.2 Subordination to Bond Documents. City acknowledges that the Judicial Council intends to finance th e construction of the Courthous e Project through issuance of SPWB Bonds which will in part be secured by the Bond Documents, including any and all amendments, extensions, rene wals modifications, refinances, and replacements of the Bond Documents. The City License is subordinate to each and all of the Bond Documents, and City w ill coordinate with and take reasonable direction from the Judicial Council to ensu re the exercise of rights under the City License is consistent with the Bond Documents. Further, City covenants and agrees that it will coordinate with and take reasonable direction from the Judicial Council to ensure its exercise of rights under the City License do not materially impair the Judicial Council and SPWB’s quiet enjoyment and benefi cial use of the Property and the Courthouse Project, at any time during the term of the Bond Documents.
Nothing in this Paragraph shall be cons trued to impose any obligations under the Bond Documents on City or oblige City to any party other than the Judicial Council under this Agreement. If City reasonably believes th at the Judicial Council’s directions pursuant to the Bond Docume nts prevent the City from effectively exercising the City License, City may terminate this Agreement by providing ten (10) days’ written notice to the Judicial Council.
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
5. Reserved Parking. The Licenses shall not ap ply to parking designa ted as reserved or otherwise unavailable for unreserved use, provided that at least one hundred (100) unreserved parking spots shall be provided in each Parking Lot. Notwithstanding the foregoing, nothing contained in this Agreement sh all be deemed to require either Party to ensure that at least one hundred (100) unres erved parking spots are open for License use so long as such unreserved parking spots are pr ovided on a first-come fi rst-served basis.
This Section shall not apply to the license granted by Section 3.2.
6. Reserved Rights. Judicial Council as to the Judicial Council Property and City as to the City Property reserve the right to use their Property for all legal purposes, including parking in the unreserved spaces in the Parking Lot thereupon.
7. Parking Rules and Closures. Judicial Counc il for the Judicial Council Property and City for the City Property may establish reasonable rules and restrictions for use and parking on the respective Properties, and each Party shall comply with such rules when exercising their rights under the Licenses. However, neither Party shall close the unreserved portion of the Parking Lot owned by that Party or permit any barrier to be put up on any portion of the unreserved parking in the Parking Lot ow ned by that Party without the prior written consent of the other Party. Notwithstanding the foregoing, Judicial Council for the Judicial Council Property and City for the City Prope rty may temporarily close or limit access to any portion of the Parking Lot on that Party’s Property at any time in the event of an emergency which, in that Pa rty’s reasonable discretion, would endanger persons or property, and requires immediate closure or li mitation. Each Party shall endeavor to provide the other Party with notice of any em ergency limitation or closure contemplated hereunder within a reasonable time following such limitation or closure.
8. Obligation to Maintain. Each Party, at its sole cost and expense, shall maintain the Parking Lots in good order, condition, and repair. This Section shall not apply to the license granted by Section 3.2.
9. Insurance.
9.1 City Insurance. City for the City Property shall, at its sole cost and expense obtain and keep in full force at all times, a policy or policies (which may be a combination of primary coverage and umbrella policies) of commercial general liability insurance written on an occurrence form with limits of not less than $2,000,000 per occurrence and a $2,000,000 annua l aggregate limit of li ability. The policy or policies shall include coverage for liabil ities arising out of premises, operations, independent contractors, products a nd completed operations, personal and advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured agai nst whom a claim is made or lawsuit is brought subject to the insurance policy limit of liability. City, at its sole cost and expense shall obtain and keep in full force and effect at all times, an "all-risk" coverage insurance against loss or da mage to City Parking Lot from fire, windstorm, and hail and damage by such other further and additional risks as may now or hereafter be covere d by the all risk/special form of prope rty insurance policy, with claims to be valued on a repair or replacement cost basis. City for the
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
City Property and Judicial Council for the Judicial Council Property agree to cooperate in good faith in resolving any claims for insurance proceeds in the event of any damage or insured casualty to the Parking Lots, and to use such insurance proceeds to repair promptly any damage to the Parking Lots, as applicable, following an insured casualty. Upon request from the J udicial Council, City shall provide the Judicial Council with a certificate of insurance or alternative evidence of insurance in a form reasonably acceptable to the Judicial Council.
9.2 Judicial Council Insurance. City acknow ledges and accepts that Judicial Council does not maintain commercial insurance coverage for property, general liability, or motor vehicle claims, but instead a ddresses claims through its litigation management program authorized by Government Code section 912.7 and undertaken pursuant to rules 10.201 and 10.202 of the Califo rnia Rules of Court.
A Certificate of Participation for Licen see’s litigation management program is attached hereto as Exhibit “D” and incorporated herein by reference.
10. No Representations or Warrant ies. The Parties each acknowledge and agree that neither Party makes any representation or warranty whatsoever that the Parking Lots are adequate or safe for the uses intended by each Party granted a license hereunder; and City for the City License, and Judicial Council for the J udicial Council License each assume all risks in this regard. This Agreement does not impose any security obligation on either Party and each Party’s use of the Parking Lots is at that Party’s sole risk.
11. Indemnification.
11.1 City Indemnification. To the fullest extent permitted by law, City shall indemnify, protect, hold harmless, and defend (with counsel reasonably acceptable to the Judicial Council), the Judici al Council and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in e quity, or otherwise) charges, awards, assessments, fines, or pena lties of any kind (including reasonable consultant and expert fees and expenses of investigation) of whatever kind and nature (“Claims”) arising from (a) use of or incidents on the City Parking Lot, or (b) City’s breach of this Agreement, except to the extent aris ing out of the gross negligence or willful misconduct of the Judicial Council or any of its officers, employees, officials, volunteers, or agents. This Subsection 11.1 shall not apply to Claims arising from the Judicial Council’s use of the Unfinished Lot.
11.2 Judicial Council Indemnification. To th e fullest extent permitted by law, the Judicial Council shall indemnify, protect, hold harmless, and defend (with counsel reasonably acceptable to the City), the City and any and all of its officers, employees, officials, volunteers, and agen ts from and against any and all Claims arising from (a) use of or incidents on the Court Parking Lot, (b) the Judicial Council’s breach of this Agreement, or (c) the Judicial Council’s use of the Unfinished Lot, except to the extent arisin g out of the gross ne gligence or willful
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
misconduct of the City or a ny of its officers, employees , officials, volunteers, or agents.
12. Default, Cure. In the event that either Party fails to comply with its obligations under this Agreement (“Defaulting Party”), the other Party (“Non-Defaulting Party”) may deliver notice to the Defaulting Party setting forth in reasonable detail the default alleged. The Defaulting Party shall cure the default within thirty (30) days of receipt of such notice. If the Defaulting Party fails to cure the default, the Non-Defaulting Party may terminate this Agreement at the end of the thirty (30) da y period by providing written notice to the Defaulting Party.
13. No Liens or Encumbrances. Neither Party shall create or cause to be imposed, claimed, or filed upon the other Party’s Property or any portion thereof, or upon the other Party’s interest therein, any lien (including mechanic’s liens), charge or encumbrance whatsoever.
Section 11, Indemnification, shall specifically apply to a Party’s failure to comply with this Section. In the event a Party causes a lien or encumbrance to attach to the other Party’s Property in violation of this Section, said Party shall pr omptly cause such lien or encumbrance to be discharged at its sole cost. If a Party fails to comply with the preceding sentence, the other Party may cause the lien or encumbrance to be discharged and charge the failing Party the cost of reimbursement of all costs and expenses associated with discharging the lien or encumbrance, together with interest thereon not to exceed three percent (3%) per annum, or the maximum amount permitted by applicable law, whichever is lower, until paid.
14. Notices. Notices required to be delivered unde r this Agreement or under applicable law shall be personally delivered by United Stat es mail, prepaid, cert ified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or deli vered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the third business day following dispatc h. Notices delivered by e-mail shall be effective the following day, provided there is confirmation of receipt of said e-mail by the Party sending the e-mail. Notices shall be delivered to the following addresses, which may be changed from time to time upon written notice to the other Party:
To City:
City of Menifee
Attn: Rebekah Kramer
29844 Huan Rd
Menifee CA, 92586
e-mail: rkramer
@cityofmenifee.us
With a copy to:
Rutan & Tucker, LLP
Attn: Jeffrey T. Melching
18575 Jamboree Rd., 9th Floor
Irvine, CA 92612
e-mail:
[email protected]
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
To Judicial
Council
Judicial Council of California
Facilities Services
Attention: Associate Facilities Analyst
2860 Gateway Oaks Drive, Suite 400
Sacramento, CA 95833
Voice: 916-643-8067
e-mail: JCCRealEstate
@jud.ca.gov |
With a copy to: Judicial Council of California
Facilities Services
Attention: Manager, Real Estate
2860 Gateway Oaks, Suite 400
Sacramento, CA 95833
Voice: 916-263-7999
15. Law, Venue. This Agreement is governed by the laws of the State of California. Any action to enforce the rights and obligations of the Parties hereunder shall be commenced in the courts of competent jurisdiction in Riverside County, California.
16. Force Majeure. If the performance of any act required by this Agreement to be performed by either Party is prevented or delayed by reason of any act of God, strike, lockout, pandemic, labor trouble, inabilit y to secure materials, rest rictive governmental laws or regulations, or any other cause (except financial inability) not the fault of the Party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused.
17. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
18. No Assignment. This Agreement may not be assigned by either Pa rty without the prior written consent of the other Party. This Agreement shall immediately terminate if the State of California acting by and through the Judicial Council is no longer the owner in fee simple of the Judicial Council Property, or if City is no longer the owner in fee simple of the City Property.
19. Attorneys’ Fees. In the even t of any litigation or arbitra tion between the parties hereto with respect to the subject ma tter hereof, the unsuccessful party to such litigation or arbitration shall reimburse th e successful party for the r easonable costs and expenses, including court costs and attorneys’ fees, in curred by the successful party, all of which shall be included in and as a part of the judg ment or award rendered in such litigation or arbitration.
20. Authority. Each Party represents and warrants to the other that said Party has full right and authority to enter into this Agreement, and that said Party’s entry into this Agreement does not require permission or c onsent of any third party an d does not violate any other agreements to which said Party is bound.
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
21. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full forc e and shall not be affected, impaired or invalidated thereby.
22. Survival. All obligations arising prior to th e expiration or termination of this Agreement and all provisions of this Agreement allocating liability between the Parties shall survive the expiration or termination of this Agreement.
23. No Partnership or Joint Venture. Nothing in this Agreement shall be construed to render the Parties in any way or for any purpose a pa rtner, joint venturer, or associate in any relationship with one another, nor shall this Agreement authorize either Party to act as an agent for the other.
24. Rights and Remedies Cumulative. The rights and remedies herein provided are cumulative and not exclusive of any available to a Party at law or in equity.
25. Administration of Agreement.
25.1 Judicial Council Administration. The J udicial Council Cont ract Manager or authorized designee shall have the author ity to execute this Agreement and any other documents or approvals necessary to effectuate the purpose of this Agreement on behalf of Judicial Council and may administratively approve and execute amendments hereto which do not, in the Judicial Council C ontract Manager’s discretion, result in material changes to the rights or obligations of the Parties hereunder.
25.2 City Administration. The City Manager or authorized designee shall have the authority to execute this Agreement and any other documen ts or approvals necessary to effectuate the purpose of th is Agreement on behalf of City and may administratively approve and execute amendments hereto which do not, in the City Manager’s discretion, result in material changes to the rights or obligations of the Parties hereunder. The City Manager may refer any matt er subject to the City Manager’s or authorized designee’s approval to the City Council.
26. Recitals and Exhibits. The Recitals and Exhibits to this Agreement are incorporated herein by this reference.
27. Counterparts and Electronic Execution. This Agreement may be executed in counterparts (including PDF copies), each of which shall be deemed an original as against the Party signing such counterpart and which together shall constitute one and the same instrument.
The Parties agree that the signature pages of this Agreement may be executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement, with such s canned and electronic signatures having the same legal effect as original signatures.
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
IN WITNESS WHEREOF, the Parties have execut ed this Agreement as of the date first above written.
[Signatures on following page]
RECIPROCAL PARKING AGREEMENT BY AND BETWEEN
THE JUDICIAL COUNCIL OF CALIFORNIA AND THE CITY OF MENIFEE
CITY OF MENIFEE,
a California municipal corporation
____________________________
By: _________________________
Title: ________________________
Dated: _______________________
JUDICIAL COUNCIL OF CALIFORNIA
____________________________
By: Stephen Saddler
Title: Manager, Contracts
Dated: _______________________
ATTEST:
____________________________
By: Sarah Manwaring
Title: City Clerk
APPROVED AS TO FORM:
____________________________
By: Jeffrey T. Melching
Title: City Attorney
APPROVED AS TO FORM:
____________________________
By: Erin E. Stagg
Title: Attorney
February 28, 2024
Exhibit “A”
Exhibit “A”
Depiction of Judicial Council Parking Lot
Exhibit “B”
Exhibit “B”
Depiction of City Parking Lot
Exhibit “C”
Exhibit “C”
Depiction of Unfinished Lot
Exhibit “D”
CERTIFICATE OF PARTICIPATION
[See Next Pages]
Exhibit “D”
JUDICIAL COUNCIL OF CALIFORNIA
2860 Gateway Oaks Drive, Suite 400 . Sacramento, California 95833-4336 Telephone 916-263-7885 . Fax 916-263-1966 . TDD 415-865-4272
MEMORANDUM
To
City of Menifee
From
Maggie W. Stern, Attorney
Legal Services
Subject
Certificate of Participation: California
Judicial Branch Litigation Management
Program
Action Requested
Please Review and Retain
Deadline
N/A
Contact
Maggie W. Stern
916-643-8040
[email protected]
A. Purpose of Memo
Please retain this memo as your proof of the J udicial Council and Superior Court of California, County of Riverside’s ( “Court”) participation in the Litigati on Management Program of the judicial branch of the State of California.
B. Overview
The Judicial Council and Court are each an entity of the judicial branch of the State of California.
The Judicial Council of California established the Litigation Management Program
Exhibit “D”
to address litigation and claims against judicial branch entities,1 including the superior courts. The program is administered pursuant to statutes and rules of court governing the management of litigation and claims against California judicial branch entities and judicial officers.
C. Applicable Statutes
Sections 811.9 and 912.7 of the Government Code codify the responsibility of the Judicial Council to provide representation, defens e, and indemnificati on of the trial courts , and their judges, subordinate judicial officers, executive officers, and employees, in accordance with sections 810 through 995 of the Government Code. Section 965(c) codifies the responsib ility of the State of California to pay settlements and judgments arising out of the activities of a judicial branch entity.
D. Applicable Rules of Court
The Litigation Management Program is admin istered in accordance with rules 10.14, 10.201,
10.202 and 10.203 of the California Ru les of Court, which are pr omulgated under sections 811.9 and 912.7 of the Government Code. The rules require the Judicial Council’s Legal Services office to manage and administer a program for investig ating and resolving all claims and lawsuits affecting the courts.
E. Duration of Superior Court’s Participation
The Judicial Council and Court’s participati on in the Litigation Management Program is mandatory and continues without interruption in accordance with the statutes and rules of court.
1“Judicial branch entities” are defined in section 900.3 of the Government Code as including the superior courts, the Courts of Appeal, the Suprem e Court, and the Judicial Council of California.
The requirements for actions against public employees, as set forth in sections 950 through 951 of the Government Code, apply to actions against employees of those judicial branch entities.