15-0616_BEST VALET PARKING CORP_License AgreementVALET PARKING MANAGEMENT SERVICES
AND liCENSE AGREEMENT WITH BEST VALET PARKING CORPORATION
THIS VALET PARKING MANAGEMENT SERVICES AND LICENSE AGREEMENT
("Agreement") is effective as of the llll day of jJ,I\Q, , 2015 ("Effective Date"), by and
between the City of San Juan Capistrano ("Licensor" or "Ciiy"), a municipai corporation
and Best Valet Parking Corporations, a California corporation, ("Licensee").
RECITALS
A. City desires to provide, or cause a third-party contractor to provide valet parking
service in the City's downtown area.
B. City is the owner of a public parking/loading location, consisting of sidewalk, curb
and drive lane located west side of Camino Capistrano (Valet Area) in Downtown
San Juan Capistrano.
C. City desires that the Valet Area be used for valet parking for the general public
on specific days and at specific times to support the users of businesses located
within the downtown area. The specific curb side area designated for valet
operations is depicted in Exhibit "A", attached hereto and incorporated herein by
reference.
D. Licensee warrants that it possesses specialized skill and experience in providing
valet parking and facilitation of traffic movement to provide such service and is
willing to provide valet parking services to the City, as further defined in this
Agreement.
NOW, THEREFORE, in consideration of the terms and conditions of this Agreement,
the parties agree as follows:
AGREEMENT
1. Location. This Agreement pertains to the portion of public right-of-way, on the
west side of Camino Capistrano within the City and generally located south of
Verdugo Street and north of the drive aisle serving the downtown parking
structure (the "Valet Area"). The Valet Area is shown on Exhibit "A", which is
attached hereto and incorporated herein.
2. Term. The Term of this Agreement shall commence on the Effective Date stated
above and continue for a period through December 31, 2015 (the "Term"). The
Agreement shall have two (2) one-year options to renew, exercisable by the City
Manager. Other than for the reasons enumerated in Section 1 0 that shall cause
immediate termination of this Agreement, either party may terminate this
Agreement at any time for any reason by giving thirty (30) days written notice to
the other party.
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3. Grant of License. City hereby grants to licensee a revocable, non-exclusive,
nontransferable License for the sole purpose of staging up to 8 vehicles on the
Parking Area during the Term.
4. Relationship of Parties. This Agreement is made solely for the purpose of
authorizing Licensee to manage and operate the Valet Area as described above.
City and Licensee are neither partners nor members of a joint venture, and the
services to be rendered by Licensee are as an independent contractor. All
personnel for the licensee's parking operations shall be employees of Licensee
and shall not be considered employees of the City.
5. Obligations of the licensee.
a. Use. licensee shall use the Valet Area for the sole purpose of providing
valet services for automobiles. The Valet Area shall be used for vehicle
staging and related purposes, and for no other use or purpose.
b. Compliance with laws. licensee shall perform each duty and
obligation imposed herein in full compliance with the San Juan Capistrano
Municipal Code, including procuring a business license from the City of
San Juan Capistrano, and other ordinances of the City, and all applicable
laws of the State of California and the United States of America.
c. Standard of Service and Performance. Licensee agrees to provide a
high standard of performance in the execution of all obligations and duties
as hereinafter provided, particularly with respect to service given directly
to the public utilizing the Valet Area. The City reserves the right, through
the office of the City Manager or his designee, to instruct the licensee as
to the standard of performance when deemed necessary.
d. Personnel. For the performance of any duties required by this
Agreement, licensee shall employ, engage and retain only persons who
are competent, efficient, qualified and of honest reputation. Licensee shall
maintain close supervision over all personnel to insure the integrity and
maintenance of an honest and high standard of service to the public, as
well as to insure that said persons discharge their duties in a courteous
and efficient manner. In addition to parking attendants, licensee shall
provide one on-site Parking Manager or Supervisor who shall monitor staff
at the valet Area during all such hours the Valet Area is open to patrons.
e. Condition of the Parking Area: Custodial Services. Licensee accepts
the Parking Area in its "As-Is" state of repair and condition, and licensee
expressly agrees that City has made no representations to licensee
regarding the condition of the Parking Area. No alterations to the Parking
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Area shall be made by Licensee without first obtaining City's written
consent, which City may grant or withhold in City's sole and absolute
discretion. Licensee shall keep the Parking Area free from any liens
arising out of any work performed, materials furnished or obligations
incurred by Licensee, and shall indemnify City to the fullest extent
provided by Paragraph 6 beiow in connection with any such iiens.
Licensee shall maintain the Valet Area in a neat, clean and safe condition
during the Term. Without limiting the generality of the foregoing sentence,
Licensee shall not permit any vehicles to remain in the Valet Area
overnight, nor perform any repair work to any vehicles in the Valet Area,
nor permit any patrons to perform any repair work to any vehicles in the
Valet Area. Any vehicles violating the foregoing restrictions shall be towed
at Licensee's expense. Licensee shall not permit patrons to access the
Valet Area or vehicles parked thereon but stall instead require parking
attendants to retrieve vehicles for patrons from parking spaces within the
Valet Area. Licensee shall be responsible for removing any trash or debris
from the Valet Area at the conclusion of each day of the Term. Licensee
also agrees to promptly notify City of the need for maintenance or
equipment repair that is the City's responsibility under the terms of this
Agreement. Licensee shall provide copies of daily maintenance performed
by Licensee at the Valet Area at the City's request.
f. Traffic Control. Licensee agrees to implement any necessary traffic
control plans specified or approved by the City Engineer or designee to
ensure the smooth flow of traffic in and out of the Valet Area.
g. Safekeeoina of Parking Area. During all hours of operation, and
whenever Licensee is performing any obligation of this Agreement at the
Valet Area Licensee shall provide for the safekeeping of the Parking Area.
During hours of operation, Licensee shall promptly report any suspicious
or illegal activity, or the presence of unauthorized persons to the San Juan
Capistrano Police Services.
h. Records and Accounting.
1. Licensee shall maintain full and complete accounting records, in
conformity with generally accepted accounting principles applied
on a consistent basis, and Licensee shall deliver to City a copy
thereof, in such form and providing such information as the City
may require within five (5) days upon written request from the
City.
2. Licensee shall maintain all accounting records generated as a
result of this Agreement for no less than six (6) months after the
end of the Term.
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i. Signage: Marketing/Promotional Materials. With the exception of
removable signage (which may be in the form of one or more "sandwich
board" signs) indicating the availability and cost of Licensee's valet
parking service and any directional signs in connection with the foregoing,
Licensee shall not be permitted to install any signage or advertising at the
Valet Area without obtaining the prior written consent of the City, which
consent may be granted or withheld in the City's sole and absolute
discretion. Any marketing or promotional materials, activities, or other
similar type of documents must be submitted and approved by the City
prior to publication or dissemination to the public. Material cost to be paid
for by the City.
6. Indemnification and Hold Harmless. Licensee shall indemnify, defend, and
hold harmless the City and its officers, officials, agents, employees and
volunteers against any and all liability, claims, actions, causes of action or
demands whatsoever against any of them, including any injury to or death of any
person or damage to property or other liability of any nature, arising out of or in
any way connected with the performance of this Agreement by Licensee or
Licensee's employees, officers, officials, agents or independent contractors,
except for the sole negligence or willful misconduct of City.
7. Insurance. Licensee shall procure and maintain at its sole cost for the duration
of this agreement the following insurance:
a. Minimum Scope of Insurance.
Coverage shall be at least as broad as:
1 . Insurance Services Office Commercial General Liability coverage
("occurrence" form CO 0001 );
2. Insurance Services Office form number CA 0001 (Ed. 1/87)
covering automobile Liability, code 1 "any auto";
3. Workers' Compensation insurance as required by the Labor Code
of the State of California and Employers Liability insurance.
4. Garage Keepers Liability: $1,000,000
b. Minimum Limits of Insurance.
Licensee shall maintain policy limits of no less than:
1. General Liability: $2,000,000 combined single limit per occurrence
for bodily injury, personal injury and property damage. If
Commercial General Liability Insurance or other form with a general
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aggregate limit is used, either the general aggregate limit shall
apply separately to this project/location or the general aggregate
limit shall be twice the required occurrence limit;
2. Automobile Liability: $1 ,000,000 combined single limit per accident
for bodily injury and property damage;
3. Worker's Compensation and Emolovers Liability: Worker's
compensation limits as required by the labor code and employers
liability limits of$1 ,000,000 per accident.
4. Garage Keepers Legal Liability: Minimum amount of $250,000 per
location, per occurrence, with a maximum deductible of $1,000 to
provide collision and comprehensive coverage for vehicles.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City. At the
option of the City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its officers,
officials, employees and volunteers; or Licensee shall procure a bond
guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
d. Other Insurance Provisions:
The policies shall contain, or be endorsed to contain, the following
provisions:
1. General Liabilitv and Automobile Liabilitv Coverage:
a. The City, its officers, officials, employees, agents and
volunteers are to be covered as Insured with respect to
liability arising out of activities performed by or on behalf of
Licensee; products and completed operations of Licensee;
premises owned, occupied or used by Licensee; or
automobiles owned, leased, hired or borrowed by Licensee.
The coverage shall contain no special limitations on the
scope of protection afforded to the City, its officers, officials,
employees, agents or volunteers;
b. Licensee's insurance coverage shall be primary insurance as
respects the City, officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by
the City, its officers, officials, employees, agents or
volunteers shall be excess of Licensee's insurance and shall
not contribute with it;
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c. Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to the City, its officers,
officials, employees, agents or volunteers;
d. Licensee's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability.
2. Worker's Compensation and Employers Uabilitv Coverage: The
insurer shall agree to waive all rights of subrogation against the
City, its officers, officials, employees and volunteers for losses
arising from work performed by Licensee for the City.
3. All Coverages: Each insurance policy required by this clause shall
be endorsed to state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return
receipt requested, has been given to the City.
e. Acceptabilitv of Insurers. Insurance is to be placed with insurers with a
Best's rating of no less than A: VII.
f. Verification of Coverage: Licensee shall furnish the City with certificates
of insurance and with original endorsements effecting coverage required
by this clause. The certificates and endorsements for each insurance
policy are to be signed by a person authorized by that insurer to bind
coverage on its behalf. All certificates and endorsements are to be
received and approved by the City before the commencement of the
Terrn. The City reserves the right to require complete certified copies of all
required insurance policies at any time.
8. Safetv and Accidents. Licensee shall comply with all laws and industrial
safety standards. If a death, serious personal injury or substantial property
damage occurs in connection with the performance of this Agreement, Licensee
shall immediately notify the City's Risk Management Office by telephone. Any
reports prepared by Licensee shall also be promptly submitted to the City's Risk
Management Office.
9. Assignment. City has entered into this Agreement in part because of the
qualifications of Licensee. Accordingly, Licensee shall not assign or transfer this
Agreement or any of the rights or privileges herein agreed without the express
written consent of City, which consent may be withheld with or without cause.
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10. Termination. Pursuant to Section 2 of this Agreement ("Term"), either party may
terminate this Agreement at any time for any reason by giving thirty (30) days
written notice to the other party. Additionally, Licensee reserves the right to
immediately terminate this Agreement if the Mission Foundation terminates its
subsidy and/or for non-payment for valet services. City reserves the right to
immediately terminate this Agreement and revoke the License granted hereby in
the event any one of the following circumstances occurs during the term of this
Agreement:
a. The failure of Licensee to maintain the quality and conditions of service
imposed under the terms of this Agreement, upon two (2) days written
notice to correct condition(s) objected to;
b. The failure of the Licensee to keep in full force and effect at any time the
policies and amounts of Insurance required in this Agreement upon five
(5) days written notice to Licensee to correct the condition(s);
c. The happening of any act which results in the suspension or revocation of
the rights, power, licenses, permits and authorities necessary for the
conduct and operation of the City's parking facilities as herein authorized;
d. Any substantial change in the ownership or proprietorship of Licensee
that, in the opinion of the City, is not in the best interest of the City or of
the public;
e. A petition under any part of the federal bankruptcy laws, or an action
under any present or future solvency law or statute shall be filed by or
against licensee and shall not be dropped or dismissed within thirty (30)
days after the filing thereof;
f. Licensee voluntarily discontinues its obligations under this Agreement for
a period of two (2) days or more;
g. Licensee agrees that if this Agreement is terminated, Licensee agrees to
cooperate in every way possible with any succeeding Licensee, so that
the public shall not be inconvenienced by the change of Licensees.
11. Licensee's Duties Upon Expiration of Term. Licensee agrees that if upon
City's request, at expiration date of the term of this Agreement, or at the earlier
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termination thereof, Licensee shall move its personnel and equipment from the
Valet Area, leaving the Parking Area in good condition, reasonable wear and tear
and acts of God excepted. The City's equipment and equipment purchased by
Licensee and reimbursed by the City shall be left in good working order and
appearance. Licensee also agrees that at the expiration date of this Agreement
or at the earlier termination hereof, Licensee shall provide City with current,
accurate financial records pertaining to the Valet Area.
12. Possessory Interest Tax. Pursuant to section 107.6 of the Revenue and
Taxation Code, City hereby advises, and Licensee recognizes and understands,
that this Agreement may create a possessory interest subject to property taxation
and that Licensee may be subject to the payment of property taxes levied on
such interest. Licensee shall pay, prior to delinquency, all taxes assessed against
and levied upon Licensee's possessory interest, if any.
13. Miscellaneous Obligations:
a. Right of Citv to Inspect. City shall have the right, at any and all
reasonable times, to inspect, examine and investigate any and all
operations and activities of Licensee and of its officers and employees,
connected or related to the operation or maintenance of the Parking Area
or to the doing of any of the actions required by Licensee under this
Agreement, including the unlimited right to enter the Parking Area at any
time to inspect the Valet Area and to determine whether the Licensee is
complying with all its. obligations under this Agreement;
b. Rates: Schedules: Locations of Valet Stands. Parking rates, methods of
operation, discounts and allowances, and the locations of valet parking
stands shall be approved in writing by City to Licensee prior to
implementation;
c. Hours of Ooeration. Licensee shall offer the valet parking services
contemplated by this Agreement during the hours agreed to with the
Downtown Parking Stakeholder Group and as may be amended by the
City {the "Operating Hours") during the Term.:
Licensee may access the Valet Area within one {1) hour prior to the start
time noted above and continue to access the Valet Area for one { 1) hour
after the end time noted above to complete any necessary maintenance or
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perform any otl1er duty required of Licensee by this Agreement oilier than
accepting patrons' vehicles.
d. Citv's Right to Operate. In the event Licensee fails to perform its
obligations set forth in this Agreement, as an additional remedy and prior
to taking formal action authorized in Section 10, City shall have the right to
immediately assume operational control of the Valet Area in whatever
manner is necessary to continue smooth operation of the Valet Area. This
right shall include, but not be limited to, and only to the extent necessary,
the right to collect parking fees from users of the valet Area;
e. Uniforms. Licensee agrees to have all parking personnel outfitted in
uniforms acceptable to the City. Uniforms must be such that Valet Area
employees are readily recognizable as Valet personnel and which are
easily visible at nighttime. City reserves the right to determine what
identification will appear on the uniforms;
f. Alterations/ Additions. Licensee shall not make any alterations,
changes, or additions to the Valet Area, or to any fixtures or equipment
owned by City without first having obtained written consent of City;
g. Nuisance or Waste. Licensee shall not commit, permit or allow any
nuisance or waste in, or damage to the Valet Area. or permit the use of
the Valet Area for any illegal or immoral purposes.
14. Conditions and Covenants. Each covenant herein is a condition. and each
condition herein is as well a covenant by the parties bound thereby. unless
waived in writing by the parties hereto.
15. Fair Meaning Construction. The language of this Agreement shall be
construed according to its fair meaning. and not strictly for or against either City
or Licensee.
16. Notices. Any action. notice or request required to be taken, given or made
by City hereunder may be taken, given or made by the City Manager, or such
oilier person or persons as he may authorize for the purpose. All notices,
requests. or oilier papers required to be given or delivered to Licensee .shall be
deemed to be duly and properly given or made if mailed to City, postage prepaid,
addressed to:
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Best Valet Parking Corporation
1 21:'!1-v f!L~ u,~
5tJ !+L 2-0 I
G itiUJ£n ~.... I 9L'64 . .;;-
or personaliy delivered to Licensee at such address, or at such other address as
Licensee may designate in writing to City.
All notices, requests, or other papers required to be given or delivered to City
shall be deemed to be duly and properly given or made if mailed to City, postage
prepaid addressed to:
City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
or personally delivered to the City Manager at the City, or at such other address
as City may designate in writing to Licensee.
17. Entire Agreement. This Agreement is the entire Agreement between the parties
and supersedes all prior negotiations, representations, or agreements, whether
written or oral. This Agreement may be amended only by written agreement
signed by both parties.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed by and through their duly authorized officers and representatives as of the
date first above written.
[SIGNATURE PAGE TO FOLLOW]
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SIGNATURE PAGE
ATTEST:
ity Clerk
APPROVED AS TO FORM:
LICENSOR
City of San Juan Capistrano,
A Municipal Corporation
Derek Reeve, Mayor ~
LICENSEE/LICENSEE
Best Valet Parking Corporation
A California Corporation
~~-~dr
Signed Date
A{-n~ c<Q,v/}, ~/?~r-4/-#~r-~e-
Name, Title
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EXHIBIT A