PARKING LICENSE AGREEMENT BETWEEN THE CITY OF SIGNAL HILL AND THE LONG BEACH FIREFIGHTERS’ ASSOCIATION PARTIES; EFFECTIVE DATE
This Parking License ("Parking License"), dated as of _________ ___, 2023, for reference purposes only, is made and entered into by and between the City of Signal Hill, a California charter city (“City”), and the Long Beach Firefighters’ Association, a nonprofit organization under Sections 501(c)(3) and (c)(4) of the Internal Revenue Code (“Licensee”). City and Licensee are sometimes referred to individually as “Party” and collectively as “Parties” herein. This Parking License shall not become effective until the date (“Effective Date”) on which all of the following are true:
This Parking License has been approved and executed by the appropriate authorities of Licensee and this Parking License has been delivered to City; and Following all legally required notices and hearings, this Parking License has been approved by the City Council of the City and has been executed by the appropriate authorities of City and delivered to Licensee.
RECITALS
Licensee is the owner of certain real property (“Licensee Property”) located in the City at an address commonly known as 2201 Cherry Avenue, currently improved with a single-story building. The Licensee Property is depicted in the attached Exhibit A.
City is the owner of certain real property located adjacent to the Licensee Property, which property is currently improved with a surface parking lot (“Surface Parking Lot”). The Surface Parking Lot is more particularly described and depicted relative to the Licensee Property in the attached Exhibit B. The Surface Parking Lot consists of an “Upper Lot” and a “Lower Lot.” The “Upper Lot” is shown in Exhibit B as the outlined lot in the upper left corner and the “Lower Lot” is shown as the outlined lot in the lower left corner.
The City has agreed to provide Licensee a non-exclusive parking license so that Licensee may use the Surface Parking Lot from time to time for Licensee’s parking purposes, pursuant to the terms and conditions of this Parking License.
TERMS
Parking License. Subject to the City’s sole and absolute discretion, City hereby grants to Licensee a non-exclusive parking license for the benefit of Licensee and Licensee’s invitees only to enter onto and use the Surface Parking Lot for vehicular parking and vehicular and pedestrian access, ingress and egress. All invitees of Licensee shall be subject to the same terms and conditions pertaining to the use of the Surface Parking Lot as the general public. City hereby grants said Parking License to the Surface Parking Lot in an AS-IS, WHERE-IS condition, with all faults. When using the Surface Parking Lot, Licensee shall post the Surface Parking Lot with signage approved by City, indicating that the lot is being used by Licensee and is therefore not available to the public. Nothing herein shall limit City employees with the appropriate permit from parking in the Surface Parking Lot at any time, including during Licensee’s times of use.
Term; Termination. The term of this Parking License granted to Licensee for the Surface Parking Lot shall commence on the Effective Date and run for 12 months (“Initial Term”) thereafter. After the Initial Term, the Parking License shall automatically renew every 12 months thereafter (each, an “Annual Term”; and together with “Initial Term”, the “Term”) unless earlier terminated. This Parking License shall terminate upon a failure by Licensee to comply with the terms and conditions of this Parking License. No additional instrument, consent or action by any party shall be required to terminate this Parking License. Notwithstanding the foregoing, this Parking License may be terminated at any time by City for any reason whatsoever upon seven (7) days’ notice to Licensee.
At least seven (7) days before Licensee’s first use of the Surface Parking Lot and within seven (7) days of Parties’ annual renewal of the Parking License, Licensee shall send written notice via U.S. Mail to residents on the 2200 block of Legion Drive; 1800 block of E. Hill Street; and the east side of the 2200 block of Rose Avenue north of E. Hill Street informing them of this Parking License Agreement. At a minimum, the notice shall describe the intended use of this Parking License, a summary of the conditions of approval imposed by the City and agreed to by the Licensee in the related conditional use permit, and the contact information for the Licensee or its designated representative for the given Term. The Licensee shall maintain records of the notice distribution, including the date of dissemination and the method employed for such distribution, and readily cooperate with any reasonable requests made by the City for such records.
Parking License Fee. No later than the Effective Date, Licensee shall pay to City the sum of $5,000.00 annually as consideration for the Parking License (“Parking License Fee”). The City may increase the Parking License Fee (i) each Annual Term, based upon increases in cost of living as evidenced by the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumers, Los Angeles-Long Beach-Anaheim Average (“CPI”), and (ii) any time during the Term of this Parking License in City’s sole and absolute discretion. Should the City exercise the latter option in clause (ii), the City shall provide Licensee with 30 days’ written notice of the Parking Licensee Fee adjustment. The adjusted Parking License Fee shall be payable by Licensee on the first day of the month following delivery of notice.
Annual Parking Allotment. Licensee shall be limited to ten (10) uses of the Surface Parking lot for each Annual Term of this Parking License, subject to the following:
Licensee shall be prohibited from utilizing the northern three parking spaces in each row of the Upper Lot at all times.
Use During Operating Hours. During City Hall or Civic Center business hours (7:00 a.m. to 6:00 p.m. Monday through Friday) (“Operating Hours”), Licensee shall utilize the Surface Parking Lot in the following order and pursuant to the following conditions:
Licensee shall be prohibited from parking in the Lower Lot during Operating Hours.
Upper Lot: Vehicles parking in the upper lot shall utilize Upper Lot parking spaces to the south, east, and west of the lot prior to utilizing parking spaces located in the northern area of the Upper Lot.
Use During Non-Operating City Hours. Outside of the City’s Operating Hours (“Non-Operating Hours”), Licensee shall utilize the Surface Parking Lot in the following order and pursuant to the following conditions.
Licensee shall utilize all spaces in the Lower Lot before using spaces in the Upper Lot.
Vehicles parking in the Upper Lot shall utilize the Upper Lot parking spaces to the south, east, and west of the lot prior to utilizing parking spaces located in the northern area of the Upper Lot. The City reserves the right to prohibit Licensee from utilizing the northern parking spaces at any given time without the need for prior notice.
Parking Days and Times. During the Term of this Parking License, Licensee shall be entitled to use, or authorize its invitees to use, parking spaces in the Surface Parking Lot by complying with the following:
Licensee shall be required to utilize all twenty-six of its allocated parking spaces in its parking garage prior to utilizing any of the parking spaces in the Surface Parking Lot unless otherwise expressly agreed upon and documented in writing by the Parties. Only vehicles utilized for Licensee’s operations, as approved by the City, may remain in the garages.
At least seventy-two (72) hours before a proposed use, Licensee shall submit to the City Manager or designee, a written request to utilize parking spaces in the Surface Parking Lot, which shall include the number and location of parking spaces proposed to be utilized, the dates and start and end times proposed for such use, the time in which vehicles are expected to vacate City property following such use, the total number of guests, a sample of the parking instructions to be issued to Licensee’s invitees, and the locations of onsite event and parking sign locations. Failure to provide notification as required under this Parking License may subject Licensee to the imposition of additional fees as determined by the City. The imposition of such fees shall serve as a means to compensate the City for any inconvenience, costs, or damages incurred as a direct result of improper and/or untimely notification.
The City, at its sole discretion, concluding that Licensee has satisfied all relevant conditions, the City Manager or designee shall respond in writing, designating the spaces permitted to be used as well as the dates and times for such use. The City retains the right to reject Licensee's request for the proposed use for any reason at its sole discretion.
When utilizing the Surface Parking Lot for events, Licensee agrees to provide one parking attendant who will be responsible for providing guidance and ensuring proper oversight of the Surface Parking Lot. The attendant must remain onsite during the duration of the event and until all vehicles parked in the Surface Parking Lot have vacated the premises.
The Parties acknowledge and agree that the attendant shall not be under the control and direction of the City and shall not be considered an officer, employee, or agent of the City. The attendant shall not be entitled to any benefits typically provided to City employees or those which City employees are generally entitled to. It is further understood that Licensee shall assume full responsibility for the attendant and their obligations.
Time Restrictions. The Parties agree that holding any events or activities before 9:00 a.m. and after 10:00 p.m. on Saturdays and before 8:00 a.m. and after 9:00 p.m. on weekdays is expressly forbidden for Licensee. In no event shall Licensee hold any events or activities or utilize the Surface Parking Lot on Sundays.
Unauthorized Parking and Signage. Licensee agrees to undertake the responsibility to display temporary signage to clearly indicate the parking spaces and/or lots prohibited for use under the terms of this Parking License. Licensee agrees to submit a site plan and site design for all temporary signage, which shall serve to indicate the parking spaces prohibited from Licensee use and direct parking towards the parking garage and, when applicable, the Surface Parking Lot. All site plans and designs are expected to be reasonable and contribute to the effective direction of traffic and management of traffic flow. The City maintains the right to exercise its discretion and reject any site plan or site design that it deems insufficient in achieving these objectives. Any unauthorized vehicle parked in the Surface Parking Lot will be subject to a citation, ticket, and/or towing Noise and Nuisances. Any excessive noise, disturbances, or other nuisances caused during the event that disrupt the peace, well-being, or enjoyment of neighboring properties or individuals shall be grounds for immediately terminating any event. The City reserves the right to take appropriate action to enforce compliance with this provision and seek any remedies available under the law if necessary.
Maintenance. After every approved use of the Surface Parking Lot, Licensee shall leave the lot in the same or better condition than it was found and remove any trash or debris after each use.
Assumption of Risk Regarding Condition of Surface Parking Lot. Licensee acknowledges that the Surface Parking Lot is in an AS-IS, WHERE IS condition and neither City nor any agent or designee of City has made any representation or warranty with respect to the Surface Parking Lot or the condition of the Surface Parking Lot or any improvements located on the Surface Parking Lot. Entering onto the Surface Parking Lot by a Licensee’s invitee (i) shall be at the invitee's sole risk and the invitee acknowledges that the invitee has assumed the risk of entry upon the Surface Parking Lot for the invitee's person and property, and (ii) shall conclusively establish that the Surface Parking Lot was in satisfactory condition for use of the parking spaces.
Insurance.
Time for Compliance. Prior to the Effective Date of this Parking License, Licensee shall provide evidence satisfactory to City that it has secured all insurance required under this Section.
Minimum Requirements. Licensee shall, at its expense, procure and maintain for the duration of this Parking License insurance against claims for injuries to persons or damages to property which may arise from or in connection with any invitee's use of the Surface Parking Lot pursuant to this Parking License. Such insurance shall meet at least the following minimum levels of coverage:
Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (B) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).
Minimum Limits of Insurance. Licensee shall maintain limits no less than: (A) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Parking License/location or the general aggregate limit shall be twice the required occurrence limit; and (B) Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Insurance Endorsements. The insurance policies shall contain the following provisions, or Licensee shall provide endorsements on forms supplied or approved by City to add the following provisions to the insurance policies:
General Liability. The general liability policy shall be endorsed to state that: (A) City and its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the use of the Surface Parking Lot by any invitee; and (B) the insurance coverage shall be primary insurance with respect to City and its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Licensee’s scheduled underlying coverage. Any insurance or self-insurance maintained by City and its directors, officials, officers, employees, agents and volunteers shall be excess of Licensee’s insurance and shall not be called upon to contribute with it.
Automobile Liability. The automobile liability policy shall be endorsed to state that: (A) City and its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Licensee or for which the Licensee is responsible; and (B) the insurance coverage shall be primary insurance with respect to City and its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Licensee’s scheduled underlying coverage. Any insurance or selfinsurance maintained by City and its directors, officials, officers, employees, agents and volunteers shall be excess of the Licensee’s insurance and shall not be called upon to contribute with it.
All Coverages. Each insurance policy required by this Parking License shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its directors, officials, officers, employees, agents and volunteers.
Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to City and its directors, officials, officers, employees, agents and volunteers.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to City.
Indemnification. Licensee shall defend, indemnify and hold City and its directors, officials, officers, employees, volunteers, designees and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any actual or alleged acts, omissions or willful misconduct of Licensee, its officers, employees, agents, consultants and contractors or any invitee of Licensee arising out of or in connection with this Parking License, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses.
Damages and Remedies. Upon either City’s or Licensee’s breach of an obligation under this Parking License, City and Licensee shall have any and all rights and remedies for such breach as provided in law or equity.
GENERAL TERMS
Notices, Demands and Communications Between the Parties. Any and all notices submitted by one Party to another Party pursuant to or as required by this Parking License shall be proper, if in writing and sent by messenger for immediate personal delivery, nationally recognized overnight (one Business Day) delivery service (i.e., United Parcel Service, Federal Express, etc.) or by registered or certified United States mail, postage prepaid, return receipt requested, to the address of the recipient Party, as designated below. Notices may be sent in the same manner to such other addresses as either Party may from time to time designate by notice in accordance with this Section. Notice shall be deemed received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that the notice is sent by messenger for immediate personal delivery, one business day after delivery to a nationally recognized overnight delivery service or three (3) calendar days after the notice is placed in the United States mail in accordance with this Section. Any attorney representing a Party may give any notice on behalf of such Party. The notice addresses for the Parties, as of the Effective Date, are as follows:
To Licensee:
Long Beach Firefighters’ Association
Local 372
2201 Cherry Ave.
Signal Hill, CA 90755
Attn: Rex Pritchard, President
To City:
City of Signal Hill
2175 Cherry Ave.
Signal Hill, CA 90755
Attn: City Manager
Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Parking License measured in days shall be to business days, all references to time periods in this Parking License measured in months shall be to consecutive calendar months and all references to time periods in this Parking License measured in years shall be to consecutive calendar years. Any reference to business days in this Parking License shall mean consecutive business days. A “business day” shall mean Monday through Friday, exclusive of Federal, State or City holidays.
Construction of Agreement. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Parking License, neither this Parking License nor any uncertainty or ambiguity herein will be construed or resolved against either party (including the party primarily responsible for drafting and preparation of this Parking License), under any rule of construction or otherwise, it being expressly understood and agreed that the parties have participated equally or have had equal opportunity to participate in the drafting hereof.
Captions. The captions used herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or the intent of any section hereof.
Amendment; Modification. No change or modification of the terms or provisions of this Parking License shall be deemed valid unless in writing and signed by both parties.
Governing Law/Venue. This Parking License shall be construed, interpreted and applied in accordance with the laws of the State of California. Any litigation or arbitration regarding the Surface Parking Lot or this Parking License shall be brought in Los Angeles County Superior Court or conducted in Los Angeles County.
Force Majeure. Other than for Licensee’s obligations under this Parking License that can be performed by the payment of money and, whenever a period of time is herein prescribed for action to be taken by either Party hereto, such Party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortage of labor or materials, pandemics, epidemics, war, acts of terrorism, governmental laws, regulations or restrictions, or any other causes of any kind whatsoever which are beyond the control of such Party.
Attorneys’ Fees. In the event of any action or proceeding to enforce or construe any of the provisions of this Parking License, the prevailing party in any such action or proceeding shall be entitled to attorneys’ fees and costs.
Counterparts. This Parking License may be executed in counterparts and when so executed by the parties, shall become binding upon them and each such counterpart will be an original document.
Integration. This Parking License supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party.
Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent and agreements of the parties hereto.
Severability. If one or more of the provisions of this Parking License is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, then the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Parking License.
Assignment. Licensee shall not voluntarily or by operation of law assign or transfer, all or any part of Licensee interest in this Parking License, without City’s prior written consent, which consent may be withheld by City in City’s sole and absolute discretion. Any attempted action described above without the prior written consent of City shall be void and Licensee shall be deemed in default hereunder. Any permitted assignments shall not relieve the assigning party from its liability under this Parking License.
Waiver. No provision, requirement, default or breach of this Parking License shall be deemed waived by either party except in writing.
Facsimile or Electronic Signatures. Signatures delivered by facsimile or electronically shall be binding as originals upon the Party so signing and delivering; provided, however, that original signature(s) of each Party shall be required for each document to be recorded. [Signatures on Following Pages]
SIGNATURE PAGE
TO
PARKING LICENSE AGREEMENT
“CITY”
THE CITY OF SIGNAL HILL,
a California charter city
By:
Carlo Tomaino
City Manager
ATTEST:
By:
Daritza Gonzalez
City Clerk
APPROVED AS TO LEGAL FORM:
BEST BEST & KRIEGER LLP
By:
Matthew Richardson
City Attorney
SIGNATURE PAGE
TO
PARKING LICENSE AGREEMENT
“Licensee”
Long Beach Firefighters Association
a nonprofit organization
By:
Its:
By:
Its:
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CaliforniA
County OF
On this ___ day of ______________, 20__ before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
(Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CaliforniA
County OF
On this ___ day of ______________, 20__ before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
(Seal)
EXHIBIT A
TO
PARKING LICENSE AGREEMENT
Licensee Property Depiction
EXHIBIT B
TO
PARKING LICENSE AGREEMENT
Surface Parking Lot Depiction
and Location Relative to Licensee Property
4 EXHIBIT A-1
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