1998-201 - Approve a Form of Agreement & Authorize the Town Manager to Enter into an Agreement for Exclusive Use of Town Property for Short Term Valet ParkingRESOLUTION 1998 - 201
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS APPROVING A FORM OF
AGREEMENT AND AUTHORIZING THE TOWN MANAGER
TO ENTER INTO AGREEMENT FOR EXCLUSIVE USE OF
TOWN PROPERTY FOR SHORT TERM VALET PARKING
WHEREAS, parking availability is acutely limited in the Downtown area during the
holiday season;
WHEREAS, the Town is interested in assisting Downtown merchants by making Town
property available for the operation of valet parking services during the holiday season;
WHEREAS, a competitive process has been developed to award an agreement granting
an exclusive license to use certain Town owned property to operate valet parking services.
The process would give notice to commercial property owners located within 1,500 feet of the
site that the Town makes available for parking, informing them that they may submit a bid to
obtain exclusive use of the site would, that the bid amount would be in the form of a daily
rate multiplied by the number of calendar days of the license period, that the bid would be
submitted no later than 3:00 P.M. on December 2, 1998, that the contract would be awarded
to the highest bidder, that full payment along with proof of insurance and business license
would be required by no later than 5:00 P.M. on December 4, 1998, and that failure to meet
the requirements of the bid program would result in the contract be awarded to the next highest
bidder;
WHEREAS, the form of license agreement attached hereto as Exhibit "A" is hereby
approved for purposes of granting an exclusive license for the use of the property designated
by the Town Council for valet parking for a period of no more than 60 days, beginning upon
the execution of the agreement; and
WHEREAS, it is in the best interest of the Town of Los Gatos to enter into an
agreement for exclusive use of Town property for valet parking.
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara,
State of California, that the Town Manager is hereby authorized and directed to execute an
agreement in the name and on behalf of the Town of Los Gatos in the form of Exhibit "A"
with a merchant selected in the manner described herein regarding the property identified as
141 South Santa Cruz Avenue, Los Gatos, California.
PASSED AND ADOPTED at a special meeting of the Town Council of the Town of
Los Gatos, California held on the 23rd day of November, 1998, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck,
Mayor Jan Hutchins.
NAYS: None
ABSENT: None
ABSTAIN: None
L�
MA SOWN OF LOS GATOS
LOS G OS, CALIFORNIA
ATTEST: n l�
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
OFRC f l r 1 ERK
AGF
iFlit
ORD
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LICENSE AGREEMENT BETWEEN THE TOWN OF LOS
A,,N-D PARR ylEW VILLAGE Assoc LP FOR EXCLUSIVE U
OF THE PROPERTY LOCATED AT 141 S. SANTA CRUZ AVE., LOS GATOS
This LICENSE AGREEMENT is made and entered into this loth day of December
1998, by and between the TOWN OF LOS GATOS, a municipal corporation existing under the !aws
of the State of California (hereinafter "Town "), and Park view village, (hereinafter "Licensee ").
Assoc. LP
IT IS MLTliALLY AGREED BY AND BETWEEN THE PARTIES as follows:
1. Property Licensed Town hereby grants a license to Licensee for the exclusive use of
the property idenrfied as141 s. Santa and more particularly described in Exhibit "A" hereto
(hereinafter "Property "). Cruz
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2. Term of License. The term of this License Agreement shall begin on the io day of
December, 1998, and continue for no more than sixty (60) calendar days thereafter, subject to
termination as provided herein.
3. Fee. The fee for the License granted herein shall be mm thousand l ji,.000 • 09
payable upon execution of this Agreement. The fee is based on a daily fee of (533.3
multiplied by sixty (60) calendar days. Payment shall be made by delivery to the Town Clerk at 110
East Main Street, Los Gatos, California, in the form of a cashier's check or other form of payment
satisfactory to the Town.
4. Use of Property. Licensee shall use the Properly only as a parking lot. Licensee shall
be solely responsible to the Town to ensure that all activities occurring on the Property comply with
all applicable Federal, State, and local laws and regulations at all times, and that all required licenses
and permits have been obtained, and proof of insurance provided, before the activities occur.
Licensee shall respect any and all existing easements or other prior property rights, to which this
License is granted subject to.
5. Assignment. Town has entered into the License Agreement with Licensee on the terms
and in the matmer contained in this Agreement only because Licensee has successfully competed
for the opportunity to obtain this License. Licensee expressly agrees that it shall not assign any
portion of this License, or allow any use of the Property, to any other person or entity without the
express, prior written permission of the Town. This prohibition shall not extend to companies or
individuals providing valet parking services under agreement with the Licensee, which are herein
approved by Town for use of the Property pursuant to this License Agreement.
6. Utilities. Town shall provide provide electricity for lighting at no addtional cost to
Licensee. Licensee shall be solely responsible for the cost of all other utilities.
November 20, 1998 (5:32pm)
Attachment 3
7, maintenance. Licensee shall maintain the Property and all signage placed on the
property by or for Licensee.
3. Improvements and Personal Property. Licensee shall not make any improvements to
the property without the prior written consent of the Town. In no event shall the Town reimburse
the Licensee for any improvements.
9. Insurance.
a. minimum Scope of Insurance:
(1) Licensee agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring the Licensee, its officers and
employees to an amount not less than: one million dollars (51,000,000)
combined single limit per occurrence for bodily injury, personal injury and
property damage. Insurance is to be placed with insurers with a current Best's
rating of no less than B +.
(2) Licensee agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance polity insuring the Licensee, its officers and
employees to an amount not less than one million dollars (51,000,000)
combined single limit per accident for bodily injury and property damage.
(3) Licensee shall provide to the Town all certificates of insurance, with original
endorsements effecting coverage.
b. General Liability:
(1) The Town, its officers, officials, employees and volunteers are to be covered
as additional insureds as respects to liability arising out of activities occurring
on or related to the occupancy and use of the Property by the Licensee.
(2) The Licensee's insurance coverage shall be primary insurance as respects the
Town, its officers, officials, employees and volunteers. Any insurance or
self - insurance maintained by the Town. its officers, officials, employees or
volunteers shall be excess of the Licensee's insurance and shall not contribute
with it
(3) Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
2 November 20, 1998 (5:32pm)
(4) The Licensee's insurance shall apply separately to each insured against whom
a claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
c. All Coverages. Each insurance policy required in this Paragraph 10 shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, 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 Town. The Licensee shall ensure that current
certification of such insurance is on file at all times during the term of this agreement
with the Town Clerk.
d. Workers' Compensation. In addition to these policies, Licensee shall have and
maintain Workers' Compensation insurance as required by California law. Further,
Licensee shall ensure that all contractors employed on the Property by the Licensee
provide the required Workers' Compensation insurance for their respective employees.
e. Property Insurance. Town shall have no obligation to maintain any insurance on the
Property or any personal property placed on the Property. Licensee shall be solely
responsible for obtaining whatever insurance coverage that the Licensee believes may
be appropriate to protect and indemnify the Licensee for loss to the Property or to any
personal property that the Licensee may place on the Property.
10. Taxes. Licensee shall pay to the County of Santa Clara or the State of California any
and all taxes that may be due for use and occupancy of the Property when the taxes are due, and the
Licensee shall pay all permit, inspection, and license fees, and other public charges or assessments
that arise from the Licensee's use of the Property during the term of this License Agreement.
11. Indemnification. Licensee agrees to indemnify, save harmless, and defend the Town,
its officers, employees, volunteers, and agents, from and against any all claims or liability arising
from any loss, damage, or injury to persons or property occurring in or about the Property that arises
out of or incident to the Licensee's use of the Property, including use by anyone that the Licensee
has permitted or allow to use the Property. This obligation to indemnify, save harmless, and defend
applies whether or not the incident or claim or liability is or may be related to negligence on the part
of the Town.
12. Damage and Destruction.
a. Damage to or destruction of any portion of the Property by any cause shall not terminate
this License Agreement or otherwise affect the respective obligations of the two parties,
any present or future law to the contrary notwithstanding, except pursuant to the
provisions of this Paragraph 12.
December 3, 1998 (1:39pm)
b. If because of the destruction or damage to the Property, the Property is entirely
unsuitable or inadequate for the use specified herein. Licensee shall be entitled to a
prorata rebate of the fee paid to the Town calculated by multiplying he daily fee by the
number of days remaining on the term of this License Agreement after the date of the
damage or destruction of the Property.
c. Under no circumstances does the Town have any obligation to provide the Licensee with
an alternative property to conduct its operations, and the Licensee is solely responsible
for obtaining such insurance as the Licensee deems appropriate to protect its interests
should damage or destruction to the Property occur.
13. Termination. Town may terminate this License at any time without cw.= upon twenty
four (24) hours' advance written notice to Licensee.
a. Should Town terminate prior to the end of the term of this License Agreement,
Licensee shall be entitled to a prorata rebate of the amount equal to the daily fee
multiplied by the number of calendar days of the term remaining after the effective
date of termination.
b. Licensee shall promptly terminate its use of the Property at the termination of this
License agreement, leaving the Property in the same condition it was received, in
good order and repair, reasonable wear and tear and damage by the elements
excepted All improvements and alterations made by the Licensee shall become the
Property of the Town upon termination of the License Agreement. Any
improvement fixture or personal property not removed by the Licensee within thirty
(30) days of the termination of this License Agreement shall become the property of
the Town and may disposed of as the Town in its sole discretion deems advisable.
14. Notices. Notices to be given under this License Agreement shall be addressed as
follows:
To the Licensee: 11 To the Town:
Park View Village Associates, L.P.
C/o AMRESCO Management, Inc. Town Manager
Attn: Erik osenhaugh Town of Los Gatos
2 Corporate Park, suite 100 110 E. Main Street
Irvine, CA 92606 Los Gatos, CA 95031
Notices shall be delivered by first class, postage prepaid mail or in person. If mailed, a notice shall
be deemed effective on the fifth day following deposit in the U.S. Mail.
4 November 20, 1998 (5:36pm)
FILE No. 640 11/30 '98 18:36 10:AMRESCO INFORMATION TECH 214 953 7759 PAGE 5
FILE No. 144 11/30 '98 1245 ID.._iRESCO 71.4 752 40bb
PAGE 9
IS. Ameadments. No modification. waiver, mutual termination. or amendment of due
License Agreement is effective unless made in writing and sigosa by the Town and the Licensee.
16. Waiver. No fulura on the pan of either party to axcrcisa any right or remedy
hereunder shall operate u a waiver of any other nght or remedy That party may have hereunder, nor
does waiver of a breach or default under this License A grooms ot ,misminito a connnucng waiver of
a subsequent breach of the sane or any other provision of dus L,,:ense Agreement.
17. Eodre Agresmeat This Licenaa Agreement, inauding Exhibit "A" constitutes the
complete and exclusive statement of the License Agreement between the Town sod the Licensee.
No terns, conditions, understandings or agreements purporting to modi& or vary We License
Agroement. unleu hereafter made in wnting and signed by the p:uety to be bound, shell be binding
on either perry.
IN WITNESS WHEREOF, the Town and the Lic:enaee have executed this License
Agreemont an of the date indicated on page one (1).
Town of Los Game Licensee Park View Village Aesociaren t...P,
By: Park View Village GP Corp.
^ ^ 1.ca general partner
fiy /� l \1 x .,
David W. K:Wp, ToW*fiLnagor.W Al l yh S. Pacr.ick, Secretary
ATTEST:
Clark of the Town of Los Gatos, Approval , s to form:
Los Gatos, Cal' 'a
G
4mhji ,Team k set Town Atttstney
W%AT"^AXW0 -UC
November 20, 199 (5:32pm)
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12/07/98 WON 14:37 FAX
INSURED
Palmer dl Cay of Georgia, Inc. 770. 983.9002
P. 0. Box 724028
Atlanta, GA 31139 -1028
AMRESCO, INC.
Attn: Carolyn S. Ellis, CPCU
700 North Pearl St., Sts. 1800
Dallas TX 75201 -7424
COMPANY
A Revel fro. CO. of America
COMPANY
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COMPANY ply
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED EELOW HAVE BEEN ISSUED TO THE INSUAEbMED A80GLTftOR THE POLICY PERIOD`.
INDICATED. NOTWITHSTANDING ANY gEOUTAEMENT, TERM OR CONDITION OF ANY CONTRACT Oq OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
*n TYPE GP INEUMNCE
POLICY NUMYR pucY ""C"W I mucT EIPIAATION --
GATE IMMAXITYI DATE IMMMDIYp LIMITS
A�� UAa� PT$433782 7/29/98
X COMMEACIAL GENERAL UAMUTY 7/29/99 GENEIAL AOOREGATF r 30000
lr, 1 1
DATE IEMLIDc Y,
12/03/98
CLAIMS MAD( ❑X
=DUCTS DUOTS- COMPpP AGO L
00
3000000
0WNOI'S a CONTRACTOR'S PROT
P9RSONAL A ADV INJURY jA
2000000
EACH OCCURRENCE A
2000000
FIRE DAMAGE UMY wNnI A
500000
AUTOMOBILE uAE1Lmr
MSD EX► Wry PHE DFlaml F
ANY AUTO
2 rtf: , i (] N CLERK
COMawEO SINGLE OMIT E
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ALL OWNED
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fCHEDULro AUTOS
BODILY INJURY
HIRED AUiOa
IRY Pa'BFra
NON -OWNED ALTOS
BODILY INJURY
Ac01EBM)
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—
PROPERTY DAMAGE F
GARAGE UAaRrrY
ANY AUTO
ALTO ONLY. EA ACCIOFM F
OTHER THAN AUTO ONLY:
EACH ACCIDENT E
EXCESS LIAllum
AGGREGATE A
UMMELLA FORM
EACH OCCUARMCe a
OTHER THAN UMERELLA FOMI
AGGREGATE E
WOAa Ga COMRENSAnoN AND
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EMPLOYEAS' LIANUTY
WC 111 ATU- 0TH.
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THE PROPRIETORr
FL EACH ACCIDENT 1,
PAATNERSIFxaCIrl ,j: INCI
DFPICERS ARE: IOtCL
EL DISEASE - POLICY LIMrr F
DT1aR
EL DISEAS! - EA EAPLOY!! J
Ht: PARKING LOT AT 141 S. SANTA CIIU2 AVE, LOS GATOS, CA
Town of Loa Gates, its officers, oMielalE, empWv"S 8 volUmeera are
named additional iridured under the general liability we lu per the
.._ _......_. .............+e.oa..'” Flu asaspr:
Town of Los Gatos/ Town Clark t11O1N0 ANY OF TM Alloys OMPA ED vouDlaE EE CANCELLED KFOAE THE
110 E. Main Street °fi1RAnD110 DATE TlaRaeP, THE MLMQ CGMPANV WILL ENDEAVOR To MAR
30 DAYS YyPMrM NOTICE TO TM COMFEWAYE HOLM LAMED TO TFa LLPT.
P. O. Box 949
Los Gatos, CA 95031 z f IN= Imo!■
12/07/98 ICON 14: 4J Falb
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED- DESIGNATED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name of Person or Organization:
It is hereby agreed that the Town of Los Gatos, its officers, officials, employees and
volunteers are named additional insured under this policy.
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or
organization shown in the Schedule as an insured but only with respect to liability arising out of
your operations or premises owned by or rented to you.
The insurance coverage extended under this endorsement is PRIMARY and
will not seek contribution from any other insurance available to the organization or
persons shown in the schedule. The Town of Los Gatos will not be responsible for
providing insurance for indemnification or defense of the contractor /developer as part of
this project/contract.
Policy Number: PTS433762
Policy Term: July 29, 1998 to July 29, 1999
Date: 12 -4-98
Insured AMRESCO, INC., ET AL.
Agency: Palmer & Cay, 3348 Peachtree Rd„ N.E., Suite 1400, Atlanta, GA 30326
Producer Code: 6390230
2002
12/04/98 FRI 18:19 FAI
THIS ENDORSEMENT CHANGES TIM POLICY. PLEASE READ IT CAREFULLY,
ADDITIONAL INSURED- DESIGNATED PERSON OR
ORGANIZATION
This mdorsemeat modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name of Person or Organization;
It is hereby agreed that the Town of Los Gatos, its oti5cas, officials, employees and
volunteers am are named additional insured under this policy.
(If no tarry appears above, information required to complete this endonemmt will be shown in the Declarations as
applicable to this endorsemeat.l
WHO IS AN INSURED (Section 11) is amended to include as an insured the person or
organization shown in the Schedule as an insured but only with respect to liability arising out of-
Your operations or premises owned by or rented to you.
The ina,ranee coverage extended under this endorsement is PRIMARY and
will not seek contribution from any other insurance available to the organization or
persons shown in the schedule. The Town of Loa Gatos will not be responsible for
providing insurance a for indemnification or defense of the contractor /developer as part of
This project/contract.
Policy Number: PTS433762
Policy Term: July 29, 1998 to July 29, 1999
Dater 12 -4 -98
Imured: AMRESCO, INC., ET AL.
Agency: Palma 8c Cay, 3348 Peachhte Rd., N.iE., Suite 1400, Atlanta, GA 30326
Produoa Code: 6390230
2003