CITY COUNCIL: Resolution Approving Lease Agreement with National Parking & Valet for City Parking Lots Management

Meeting Date: July 7, 2009
Prepared by: Joyce Giuffre, Admin Svcs Director

City Council
Agenda Item Summary

Name: Consideration of a Resolution approving a lease agreement with National Parking and Valet for the management of City parking lots for the period July 1, 2009 through June 30, 2012.

Description: The City’s current lease agreement with National Parking and Valet is for the management of the parking lot located on the north lot of Sunset Center and the tour bus parking lot located at the corner of Ocean Avenue and Junipero. The original lease agreement commenced on January 1, 2005 and was extended through June 30, 2009.

The new lease agreement calls for a 36-month term commencing on July 1, 2009 and ending on June 30, 2012. The new agreement increases the City’s percentage of gross parking revenues. The City now retains 65% of the gross parking revenues. Based on the new agreement, the percentage will increase to 68.5%, effective July 1, 2009.

Overall Cost: City Funds: Estimate of $45,000-$65,000 per fiscal year (National Valet’s portion of parking revenues)

Staff Recommendation: Approve the new lease agreement with National Parking and Valet for the period July 1, 2009 through June 30, 2012.

Important Considerations: National Valet has effectively managed the Sunset Center north parking lot and tour bus parking areas for several years. The new agreement allows for a larger percentage of parking revenues to be retained by the City, which should result in an estimated revenue increase to the City of approximately $6,000 - $8,000 per year.

Decision Record: The current lease agreement was approved with Resolution 2006-25, dated June 6, 2006.

Reviewed by:

______________________________ _________________
Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2009 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA APPROVING A LEASE AGREEMENT WITH NATIONAL PARKING AND VALET FOR THE MANAGEMENT OF CITY PARKING LOTS FOR THE PERIOD JULY 1, 2009 THROUGH JUNE 30, 2012

WHEREAS, the City of Carmel-by-the-Sea has a lease agreement with National Parking and Valet for the management of the parking lot located on the north lot of Sunset Center and the tour bus parking lot located at the corner of Ocean Avenue and Junipero; and

WHEREAS, the current lease agreement will expire on June 30, 2009; and

WHEREAS, National Parking and Valet has demonstrated that it has the necessary expertise and experience to monitor the operation and maintenance of the parking kiosks; and

WHEREAS, the City Council desires to extend the lease agreement through June 30, 2012, and increase the percentage of parking revenues retained by the City from 65% to 68.5%.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA DOES:

1. Authorize the City Administrator to execute on behalf of the City the attached lease agreement with National Parking and Valet for the period July 1, 2009 through June 30, 2012.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of July 2009, by the following roll call vote:

AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:

SIGNED:

_______________________
SUE McCLOUD, MAYOR

ATTEST:

_____________________
Heidi Burch, City Clerk

LEASE AGREEMENT BETWEEN THE CITY OF CARMEL-BY-THE-SEA AND NATIONAL PARKING AND VALET
This Lease, executed at Carmel-by-the-Sea, California this 1st day of July 2009 by and between the City of Carmel-by-the-Sea (hereinafter referred to as “LESSOR”) and NATIONAL PARKING AND VALET, a division of Pacific Parking & Valet, LLC (hereinafter referred to as “LESSEE”), supersedes all previous agreements between the parties with respect to Premises described herein.

IT IS AGREED between the parties hereto as follows:
1. Description of Premises.
1.1 LESSOR hereby leases to LESSEE, and LESSEE hires from LESSOR, under the terms and conditions hereinafter set forth, those certain improvements located on those certain parcels of land situated in the City of Carmel-by-the-Sea and commonly described as the parking lot located on the north lot of Sunset Center and the tour bus parking lot located at the corner of Ocean Avenue and Junipero Street, Carmel-by-the-Sea, Monterey County, California (hereafter “Premises”).

2. Term.
2.1 The term of this Lease shall be for thirty six (36) months, commencing on July 1, 2009 and ending on June 30, 2012.

3. Compensation.
3.1 LESSEE shall pay to LESSOR sixty-eight and ½ percent (68.5%) of the Gross Revenue as defined herein below. In addition, LESSEE shall pay to LESSOR the sum of $1,000 as set forth in 4.6 of this Agreement. Gross Revenue as referred to above is defined to include, but not be limited to, total receipts from parking collections prior to the payment of local taxes including any possessory use tax, permit and licensing fees, and utilities. Gross Receipts shall exclude parking citation revenues collected by the LESSOR, federal and state income tax, and parking machine parts and maintenance.

3.2 LESSEE acknowledges that the late payment by LESSEE of any rentals due hereunder will cause LESSOR to incur certain cost and expenses not contemplated under this Lease, the exact amount of which will be extremely difficult or impractical to ascertain. Such costs and expenses include, without limitation, administrative and collection costs and processing and accounting expenses. Accordingly, if any rental payment hereunder is not received by LESSOR from LESSEE within ten (10) days from the date it becomes due, LESSEE shall immediately pay to LESSOR, without prior notice or demand, a late charge of five percent (5%) of the then-gross monthly rental. LESSOR and LESSEE agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to LESSOR for its losses sustained by reason of LESSEE’s failure to make timely payment. In no event shall this provision for the payment of a late charge be deemed to grant to LESSEE a grace period or extension of time within which to pay any rental due hereunder or prevent LESSOR from exercising any right or remedy available to LESSOR upon LESSEE’s failure to pay such rental when due, including the right to terminate this Lease.

3.3 Payments are due to the LESSOR by the 10th of the month for the prior month’s receipts. If any rental remains delinquent for a period in excess of thirty (30) days, then, in addition to the late charge provided hereinabove, LESSEE shall pay to LESSOR interest on any rental that is not paid when due at the lesser of eighteen percent (18%) per annum or the maximum interest rate permitted by law (the “Default Rate”), from the thirtieth (30th) day following the date such amount became due, until paid.

4. Use.
4.1 The Premises shall be used only for the commercial parking of motor vehicles, and for purposes incidental thereto. Premises shall be operated between the hours (8:00 a.m. to 6:00 p.m.), or as negotiated with LESSOR. At all other times LESSOR has exclusive use of the Premises. LESSEE agrees to have an attendant available at the lot for daytime Monterey Symphony events, to assist the public with using the parking ticket machines to minimize delays due to user or machine errors. The attendant shall be available for the period of a minimum of one and one-half hours (one hour prior to event through 30 minutes after the event begins for late
arrivals). LESSEE has the responsibility of obtaining a calendar from the Sunset Center so that attendants can be scheduled accordingly.

4.2 LESSEE may operate and make available special event parking, overnight parking, tour bus and/or hostelry valet guest programs from time to time during the term of
this Lease and any extension or renewal thereof. LESSEE shall notify the Carmel-by-the-Sea in advance of any said usages. All revenues generated from such overnight parking programs shall be included in the monthly gross revenue referred to in Section 3.1 hereof.

4.3 LESSEE shall not use or permit the Premises or any part thereof to be used for
any purpose or purposes other than those for which the Premises are hereby leased.

4.4 From time to time, LESSEE may exercise the right to use Premises for afterhours
special events/hospitality purposes for its customers, conditioned upon such use not
conflicting with any of the terms of this Lease.

4.5 In the event of an act of God or a major emergency/disaster which renders
Premises not useable by LESSEE, or requires LESSOR to use Premises for its emergency purposes, all of LESSEE’s obligations hereunder shall cease during LESSOR’s emergency
use and the term of this Lease will be extended for the same period of time LESSEE is unable to use Premises.

4.6 LESSEE shall be permitted to operate the back half of the Sunset Center North Parking Lot from Thursday through Sunday of the AT&T National Pro AM Golf Tournament for a private client. LESSEE will pay LESSOR $1,000 for usage of lot during this time. The front half of the lot will remain open for the general public.

5. Taxes.
5.1 LESSOR shall pay all real estate and/or personal property taxes on the Premises. LESSEE shall pay for permits, fees and a City of Carmel-by-the-Sea business license.

5.2 LESSEE shall pay the Monterey County Possessory Use Tax as assessed by the County of Monterey.

6. Repairs and Maintenance, Utilities.
6.1 LESSEE shall, during the term of this Lease and any renewal or extension hereof, at its sole expense, maintain the Premises in a clean, orderly and good condition, reasonable wear and tear excepted. LESSEE shall not commit or suffer to be committed any waste or any nuisance upon the Premises. LESSEE shall not knowingly commit or willingly permit to occur or be committed any act or thing contrary to the laws and regulations prescribed from time to time by any federal, state or municipal authority. LESSEE shall pay, or cause to be paid, all charges for water, sewer, gas, electricity, light, heat, power, telephone and other utility service used or supplied upon or in connection with the Premises, and all charges for licenses and permits necessary for use of the Premises for the purposes authorized herein. LESSEE shall not permit the accumulation of any rubbish, dirt or refuse on the Premises or on the streets, pathways, sidewalks, planters, curbs or alleys (Mission Street, Eighth Avenue, San Carlos Street and Sunset Center ramp) adjoining the Premises and shall promptly remove all such material.

6.2 LESSEE accepts the Premises as being in good and sanitary order, condition and repair, and shall surrender unto LESSOR Premises in clean and good condition,
reasonable use and wear thereof excepted, upon the termination of this Lease. LESSEE shall provide and pay for ongoing maintenance of landscaping ensuring the natural growth characteristic of same, including the continued watering and maintenance of landscaping and planters for the term of this Lease. LESSOR shall be responsible for maintenance and repair of light poles/lights, electricity and on or by the premises, asphalt damage, and plumbing located on or related to use.

6.3 LESSEE is responsible for obtaining parts and making minor repairs to the parking ticket machines. LESSEE agrees to respond and send an attendant to the lot within 30 minutes of being notified of a parking ticket machine malfunction (as signaled by a red light on the parking ticket machine). LESSOR is responsible for the hardware and software repairs and/or upgrades for the parking ticket machines.

7. Improvements.
7.1 LESSEE shall have the right, from time to time, to make such alterations and improvements to the Premises as shall be reasonably necessary or appropriate in LESSEE’s judgment for LESSEE’s use of the Premises as provided herein, subject to LESSEE’s first obtaining LESSOR’s approval of plans therefore, which consent and approval shall not be unreasonably withheld. All such alterations and improvements shall be deemed to be part of Premises herein described and shall remain upon Premises at the sole discretion of LESSOR, and become the property of LESSOR upon the termination of this Lease or any extension or renewal thereof.

8. Indemnity.
8.1 LESSEE hereby agrees to indemnify, defend and hold LESSOR and its public officials, officers and employees, harmless from and against all liabilities, losses, costs and expenses incurred by LESSOR and claims made against LESSOR for injury or death to persons or damage to property of whatsoever kind or nature (including, without limitation, reasonable attorney’s fees and costs) which are in any way connected with LESSEE’s use or occupancy of Premises or the streets, sidewalks and alleys adjacent thereto.

9. Compliance with the Law.
9.1 LESSEE shall, at its sole cost and expense, comply with all requirements of municipal, state and federal authorities now, or which may hereafter be, in force pertaining to LESSEE’s use or occupancy of the Premises, or LESSOR’s ownership thereof. The judgment of any court of competent, jurisdiction or the admission of LESSEE in any action or proceeding against LESSEE, whether LESSOR be a party thereto or not, that LESSEE has violated any such ordinance regulation or statute in its use or occupancy of the Premises and adjacent areas shall be conclusive of that fact as between LESSOR and LESSEE.

10. Insurance.
10.1 LESSOR shall provide at its own expense and maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
a. Commercial general liability, including but not limited to premises, personal
injuries, death, products, and completed operations, with a combined single limit of liability of not less than $1,000,000 per occurrence and not less than $2,000,000 general aggregates, and

b. LESSEE shall maintain workers compensation insurance in accordance with the California Labor Code with a minimum of $1,000,000 per occurrence for employer liability. All insurance required by this Agreement shall be with a company acceptable to LESSOR and authorized by law to conduct insurance business in the State of California. All such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of two (2) years. Each insurance policy shall provide an endorsement naming CITY, its officers, agents, employees and volunteers as Additional Insured and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by CITY and that the insurance of the Additional Insured shall not be called upon to contribute to a loss covered by the insurance CITY. Each insurance policy shall provide that LESSOR shall be given notice in writing at least thirty (30) days in advance of any change, cancellation or non-renewal thereof. Said policy shall provide identical coverage for each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate of insurance showing each subcontractor has identical coverage. As a condition precedent to LESSOR performance pursuant to this Agreement, LESSEE shall file with a certificate of insurance with the City Risk Management Officer, on or before July 1, 2009, showing that they have in effect the insurance required by this Agreement. LESSEE shall file a new or amended certificate of insurance promptly after any change is made to any insurance policy, which would alter the information on the certificate then on file.

10.2 For all times during the term of this Lease and any extension or renewal hereof, LESSEE shall procure and maintain, at LESSEE’s sole expense, fire and extended coverage, vandalism and malicious mischief and all-risk insurance coverage for its own personal property and leasehold improvements. LESSEE shall submit to LESSOR certificates evincing the insurance required hereunder, which certificates shall name LESSOR and its public officials, officers and employees as additional insureds as its interests may appear and shall contain a written obligation on the part of the insurance carrier (s) named therein requiring that carrier shall notify LESSOR in writing thirty (30) days prior to any cancellation, modification, or nonrenewal thereof for any cause or reason whatsoever.

11. Default and Remedies.
11.1 The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by LESSEE:
a. The vacating or abandonment of Premises by LESSEE.

b. The failure by LESSEE to make any payment of rent or any other payment required to by made by LESSEE hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof from LESSSOR to LESSEE. In the event that LESSOR serves LESSEE with a Notice to Pay Rent or Quit pursuant to applicable unlawful detainer statues, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph.

c. The failure by LESSEE to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by LESSEE, other than described in subparagraph b. above, where such failure shall continue for a period of thirty (30) days after written notice thereof from LESSOR to LESSEE; provided, however, that if the nature of LESSEE’s default is such that more than thirty (30) days is
reasonably required for its cure, then LESSEE shall not be deemed to be in default if LESSEE commences such cure within said thirty-(30)-day period and thereafter diligently prosecutes such cure to completion.

12. No Waiver Implied.
12.1 The continuation by LESSOR of the tenancy of the LESSEE following a breach of the terms hereof by LESSEE shall in no event be considered a waiver by LESSOR of any subsequent breach by LESSEE or of the benefits of any of the provisions thereof or in any way subject LESSOR to legal disability.

13. Eminent Domain.
13.1 If any part of the premises shall be taken or condemned for a public or quasipublic use, and a part thereof remains which is susceptible of occupation hereunder, LESSOR shall have the sole option to terminate this Lease as pertaining to the entire Premises as of the date when title to the part so condemned vests in the condemnor, but this Lease shall as to the parts so take, continue in full force and effect except that the rent payable hereunder shall be adjusted so that LESSEE shall be required to pay for the remainder of the term only such portion of such rent as the value of the part remaining after condemnation bears to the value of the entire Premises at the date of condemnation. If the entire Premises is taken or condemned, or if such part thereof be taken or condemned which renders, in the reasonable judgment of both LESSOR and LESSEE, that portion of the Premises remaining unusable for the uses herein described, this Lease shall terminate upon such taking or condemnation, if a part or all of the premises be taken or condemned, all compensation to be awarded upon such condemnation or taking shall be paid to LESSOR

14. Audit.
14.1 On July 1 of each year during the term of this Lease or any renewal or extension hereof, a representative from LESSOR and a representative from LESSEE shall meet for an audit and review of the parking operation at the request of LESSOR. Any adjustments to the monthly rental shall be paid within thirty (30) days from the completion of the audit.

14.2 In addition, within ten (10) days after the end of each Lease-year, commencing with July 1, 2009 and ending with the tenth (10th) day of the month following the last month of the Lease term, LESSEE shall furnish LESSOR with a statement to be certified as correct by LESSEE or the employee of LESSEE authorized so to certify, which sets forth LESSEE’s gross parking revenue for the year just concluded. With each annual statement, LESSEE shall pay to LESSOR the amount of any additional percentage rent which is payable to LESSOR, considering any installments of percentage rent paid by LESSEE to LESSOR during the previous Lease-year or partial Lease-year, as appropriate. If the annual statement shows that during the previous Lease-year, LESSEE paid more percentage rent than it was obligated to pay under the terms of this Lease, the amount of such overpayment shall be applied to the next installment or installments of minimum rent due or, if such overpayment was in the last year of the Lease term, LESSOR shall refund to LESSEE the full amount of
such overpayment within thirty (30) days of LESSOR’s receipt of the statement. Once with respect to each Lease-Year, and within three (3) years after its end, whether
during or after the term of this Lease, LESSOR may cause an audit of LESSEE’s business by an independent accountant of LESSOR’s own selection, and if LESSEE’s annual statement for such Lease-year is found to be more than two percent (2%) less than the amount of LESSEE’s actual gross parking revenue for the period covered by such statement, LESSEE shall immediately pay the cost of such audit as well as any additional percentage rent shown to be payable by LESSEE, together with interest thereon from the original due date at the default rate specified in Paragraph 12 hereof; otherwise, the cost of such an audit shall be paid by LESSOR. If LESSEE fails to provide to LESSOR any annual statements at the time and in the manner herein specified, such failure shall constitute a default under this Lease and LESSOR shall have the right, in addition to any other rights or remedies it might have hereunder: 1) to require LESSEE to pay an administrative fee of five percent (5%) of the minimum monthly rent set forth in Paragraph 3 hereof for each such default: and 2) to conduct an audit to determine such revenues, and LESSEE shall immediately reimburse LESSOR for the cost of such audit upon written demand by LESSOR. If any annual statement is found to be more than six percent (6%) less than the amount of LESSEE’s gross revenue shown by such audit, such understatement shall be deemed willful and LESSOR may terminate this Lease upon written notice given at any time within thirty (30) days after receipt of the audit by LESSOR. If at any time LESSEE causes an audit of LESSEE’s business at Premises to be made by an independent accountant, LESSEE shall furnish LESSOR a copy of the report of such audit at no cost to LESSOR within ten (10) days from LESSEE’s receipt of such audit report.

14.3 The acceptance by LESSOR of any monies paid to LESSOR by LESSEE as percentage rent for Premises as shown by any annual statement furnished by LESSEE shall not be an admission of the accuracy of such statement, or of the sufficiency of the amount of percentage rent payments, but LESSOR shall be entitled at any time within three (3) years from the end of the Lease-year for which any such percentage rent payments have been made to question the sufficiency of the amount paid and/or the accuracy of the statement or statements furnished by LESSEE to justify the amount. LESSEE shall, for each period of three (3) years, including the three (3) years, following the end of the term of this Lease, keep safe and intact all of the records, books, and accounts relevant to the gross parking revenue generated on Premises and shall, upon request, make such records available to LESSOR, LESSOR’s auditor, representative or agent for examination at any reasonable time during such period.

14.4 LESSEE shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Agreement; the accounting and control systems shall be satisfactory to LESSOR. LESSOR and LESSOR’s auditor shall be afforded access to LESSEE’s records, books, correspondence and other data relating to this Agreement. LESSEE shall preserve these records, books, correspondence and other data relating to this Agreement for a period of three (3) years after final payment, or for such longer period as may be required by law. In addition, LESSEE agrees to make said records, books, correspondence and other data relating to this Agreement available to LESSOR as LESSOR’s principal place of business upon 72 hours written notice.

15. Rates, Distribution, Stall Count.
15.1 Specifications and rates, Sunset Center Parking Summary (all subject to review, change and approval by Resolution of LESSOR’s City Council):
Stall Count:
Standard (9 x 18) 71
Compact (8 x 16) 64
Distribution of Stalls:
Monthly Permits __Approx 70
Transient __Approx 65
Rates:
Monthly $ ___60___ / month
Transient $ ___3.00__/ hour
($20.00 daily maximum)
Sunset Center Special Events No charge after 5 p.m.

16. LESSOR’s Access.
16.1 LESSOR and LESSOR’s agents shall have the right to enter Premises at reasonable times for the purpose of inspecting the same, showing the same to prospective
purchasers, lenders or lessees, and make such alterations, repairs, improvements or additions to Premises as LESSOR may deem necessary or desirable. During the last one hundred and twenty (120) days of the term of this Lease, LESSOR may, at any time, place on or about Premises any ordinary “For Lease” signs, all without rebate of rent to LESSEE or liability to LESSOR.

17. Assignment and Subletting.
17.1 In consideration for the favorable rental and lease terms and conditions, this
Lease is personal to LESSEE and as such LESSEE shall not sell, transfer, assign, mortgage or hypothecate this Lease, or any interest in this Lease, nor permit the use of Premises by any person or persons other than LESSEE, nor sublet Premises or any part thereof. However, in the event that LESSEE desires to sell, transfer, assign, sublet, mortgage or hypothecate this Lease or any interest therein, the parties hereto agree that it shall be reasonable for LESSOR’s consent thereto, if any, to be predicated, in part, upon the financial and professional qualifications of the proposed successor in interest as well as the proposed successor’s willingness to pay additional rent in an amount then designated by LESSOR to be the then-fair market rental for similar space in the vicinity of Premises and it shall be
reasonable that such consent shall be subject to a document preparation fee of not less than one thousand dollars ($1,000). Consent to any of the aforementioned acts shall not operate as a waiver of LESSOR’s right to terminate this Lease in the event of a sale, transfer, assignment or sublease of Premises.

18. Hold-Over Tenant.
18.1 It is covenanted that there shall be no renewal of this Lease, except upon
execution of a written agreement, and the fact that LESSEE may continue in possession of Premises without the written consent of LESSOR, shall not operate to renew this Lease. If LESSEE should hold over after the expiration of the term hereof without the written consent of LESSOR, LESSEE shall be deemed to be a tenant at sufferance. This provision for holdover tenancy is not to be construed as limiting the rights or remedies otherwise available to LESSOR to remove LESSEE, or to limit the rights of LESSOR or LESSEE to resolve any dispute relating to rental for any option period. In the event of a holdover, the rent will be the then-current base rent plus five hundred dollars ($500) per month.

19. Capital Improvements.
19.1 Cost and / or installation of any future capital improvements proposed by either party shall be negotiated in good faith at the time of any renewal date of this Lease Agreement.

20. Binding on Successor.
20.1 Subject to the provisions contained in this Lease, the covenants and conditions
of each party herein specified shall apply to and bind the heirs, executors, administrators and successors of such party.

21. Notices.
21.1 All notices to be given to LESSEE or LESSOR shall be made in writing and
shall be deemed delivered upon receipt either personally or by registered or certified mail addressed as follows:

LESSEE LESSOR:
Pacific Parking and Valet, LLC City of Carmel-by-the-Sea
dba National Parking and Valet Attn: Rich Guillen
578 A. Houston Street Box CC
Monterey, CA 93940 Carmel-by-the-Sea, CA 93921

22. Attorney’s Fees.
22.1 If either party hereto should bring any suit against the other party hereto
(formal judicial proceeding, mediation or arbitration), for the breach of any term, covenant, condition or obligation herein contained to be kept by such other party for the recovery of any sum due hereunder, or to recover possession of Premises, or for any summary action for forfeiture of this Lease or to prevent further violations of any of its terms, covenants, conditions, or obligations, or for any other relief then, and in that event, the case shall be handled in Monterey County, California, and the prevailing party in such suit or summary action shall be entitled to a reasonable attorney’s fee to be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be included in the judgment, together with all costs.

23. Governing Law.
23.1 This Lease shall be governed by the laws of the State of California.

24. Agreement Contains All Understandings; Amendment.
24.1 This document represents the entire and integrated Agreement between LESSOR and LESSEE and supersedes all prior negotiations, representations, and agreements, either written or oral.

25. Hazardous Materials
25.1 For the purposes of this Agreement, a “hazardous material” is defined to mean any substance, material or waste, including asbestos and petroleum (including crude oil or any fraction thereof), which is or becomes designated, classified or regulated as being “toxic,” “hazardous,” a “pollutant” or similar designation under any federal, state or local
law, regulation or ordinance.

25.2 LESSEE shall not bring onto, or install, or permit to be brought onto or installed on the Premises any hazardous materials as defined in article 25.1 above.

25.3 LESSEE agrees to indemnify, defend and hold LESSOR harmless from and against all liabilities, claims, actions, damages, costs and expenses or loss arising out of or resulting from the presence of any hazardous material brought or installed or permitted to be brought or installed by LESSEE upon the demised premises.

26. Compliance with Laws, Ordinances, Regulations, Etc.
26.1 LESSEE shall comply with all laws, ordinances, regulations, covenants,
conditions and restrictions now or hereafter affecting the Premises or any part thereof or requiring any alterations or improvements, including without limitation: (a) all Hazardous Materials Laws; (b) the Americans with Disabilities Act, Public Law 101-336 (the “ADA”); (c) shall not commit or permit any waste or deterioration of the Premises or the improvements; (d) shall not allow changes in the use for which all or any part of the Premises or the improvements were intended; (e) and shall not initiate or acquiesce in a change in the zoning classification of the Premises or the improvements without prior consent of LESSOR.

IN WITNESS WHEREOF, the parties hereto have set their hands this _____day of
______________, 200 ___.

LESSOR: LESSEE:
CITY OF CARMEL-BY-THE-SEA NATIONAL PARKING & VALET, a
division of PACIFIC PARKING &
VALET, LLC
__________________________ ____________________________
Rich Guillen Steven E. Summers
City Administrator Managing Operating Partner