AGR-7675 - LESTONNAC FREE CLINIC - REVOCABLE PARKING LICENSE AGREEMENT FOR LESTONNAC FREE CLINIC PARKING - APRIL 9, 2024DocuSign Envelope ID 8C9C5685-DF6C-42AA-8FA5-00D032D89E25
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AGR-7675 5-r
REVOCABLE PARKING LICENSE AGREEMENT
Lestonnac Free Clinic Parking]
THIS REVOCABLE PARKING LICENSE AGREEMENT (herein referred to as the
Agreement")is entered into this 9th day of April 2024,by and between the CITY
OF ORANGE, a municipal corporation("City"), and LESTONNAC FREE CLINIC, a California
nonprofit corporation("Licensee"),with reference to the following:
A. City owns or controls a public parking lot within the City of Orange, which is
located at 164 S. Water Street,parcel APN 390-45-205;
B. Licensee desires to obtain permission from the City to park its service vehicles
only in the southwest quadrant of parcel APN 390-45-205, specifically identified on the
map attached hereto as Exhibit A,and referred to herein as the"Parking Lot";
C. The City is willing to grant such permission in accordance with the terms and
provisions of this Agreement.
NOW,THEREFORE,the parties hereto agree as follows:
1. License. The City hereby grants to Licensee a revocable parking license("License")
to enter upon, occupy and use only the Parking Lot identified on the map attached in Exhibit A for
parking or storage of automobiles and for no other use or purpose.
2. Term and Revocation.
a. Term. This Agreement shall continue in effect for one (1) year from the
effective date entered above.
b. Extensions. The City Manager or their designee shall have the discretion,
but no obligation, to grant up to five(5)one-year extensions of the term.
c. Termination. The City has the right to revoke the License, and either Party
may terminate this Agreement, with or without cause, by giving the other Party 30-day advance
written notice.
d. No Property Interest. Licensee agrees and affirms that it holds no easement,
nor any title, interest or estate in any portion of the Parking Lot. The use of any portion of the
Parking Lot by Licensee shall neither create nor vest in Licensee any ownership or leasehold
interest in real property. Fee title to the entire Parking Lot remains fully vested in the City.
e. Waiver of Claims.Licensee hereby releases,waives,and forever discharges
the City from all claims of every nature whatsoever that arise out of the termination of this
Agreement by City, whether such claim is based on breach of contract, business interference,
inverse condemnation, or other theory.
DocuSign Envelope ID:8C9C5685-DF6C-42AA-8FA5-00D032D89E25
3. Assumption of Risk.
a. Licensee accepts the Parking Lot in its present"AS IS" condition. Licensee
shall be solely responsible,at its sole risk and expense,(i)to inspect,repair and maintain the Parking
Lot and improvements; (ii) to provide security as necessary; and(iii) to keep the Parking Lot in a
state of good and safe repair, and in a safe, clean and sanitary condition at all times.
b. Licensee shall exercise its privileges hereunder at its own risk and its own
expense, assuming full responsibility for all risks incidental to the performance of this Agreement
and the use of the Parking Lot and any improvements thereon.
4. Entry By City. City reserves and shall at any and all times have the right to enter
the Parking Lot, inspect the same,to show said Parking Lot to prospective purchasers or tenants,to
post notices of non responsibility,and to alter,improve,or repair the Parking Lot as City may deem
necessary or desirable. Licensee waives any claim for damages for any injury or inconvenience to
or interference, any loss of occupancy or quiet enjoyment of the Parking Lot, and any other loss
which may occur.
5. Licensee's Responsibilities. Licensee's rights under this Agreement are and shall
be subject to, and Licensee shall comply with and cause its employees, agents and anyone entering
under this Agreement on behalf of Licensee(herein referred to as the"Licensee's Representatives"),
to comply with,the following:
a. Compliance with the Law. Each person entering the Parking Lot under this
Agreement shall comply with all applicable laws, ordinances and regulations.
b. Damage to City Property. Licensee shall be liable for and shall pay to the
City the cost of any damage of any kind whatsoever to any property of the City, including loss of
use thereof, arising from or in any way related to (i)the acts or omissions of Licensee or Licensee's
Representatives; (ii)or any breach by Licensee of any of its obligations under this Agreement.
c. Third Party Property Damage or Personal Injury. The City and the
Indemnitees" (described below) shall not be liable for any damage of any kind whatsoever to any
property belonging to or used by Licensee or any persons entering upon a Parking Lot under this
Agreement, including loss of use of any such property, or for any injury of any kind whatsoever to
any person entering the Parking Lot under this Agreement, arising from any cause whatsoever, and
Licensee hereby waives all claims and demands relating thereto.
d. Indemnification. Licensee hereby agrees to save harmless and indemnify the
City, its officers, employees, agents, volunteers and representatives, and its successors and assigns
collectively referred to as"Indemnitees"),from and against any claim,loss,damage,cause of action,
expense and/or liability (collectively "Claims") arising from or growing out of loss or damage to
property,including the City's own property,or injury to or death of persons,including employees of
the City resulting in any manner whatsoever, directly or indirectly,by reason of this License or the
use of the Parking Lot by Licensee or any person claiming under it.
e. Insurance. Prior to any entry under this Agreement into the Parking Lot by
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Licensee,the Licensee shall obtain the types and levels of insurance specified below with insurance
carriers acceptable to the City.
1) As evidence of insurance coverage,Licensee shall deliver to the City
certificates of insurance issued by a Licensee's insurance carrier showing such policies in force for
the period of the entry, and an endorsement to the Commercial General Liability Insurance policy,
in form acceptable to the City, naming the City and its respective officers, employees, agents,
volunteers and representatives as additional insureds.
2) The insurance policies maintained by Licensee shall be primary
insurance and no insurance held or owned by City shall be called upon to cover any loss under the
policy.
3) Each certificate of insurance shall provide that such policy shall not
be subject to cancellation or non-renewal without at least ten(10)days'prior written notice delivered
to the City. The City shall not be responsible for any costs of premiums or other charges for any
insurance, endorsements or certificates required hereunder.
4) The required coverages are:
a) Commercial General Liability Insurance. Commercial
General Liability Insurance on an"occurrence"basis,with deductibles reasonably acceptable to the
City's risk manager, with a combined single limit for bodily injury and property damage of One
Million Dollars($1,000,000),or limits carried,whichever is greater. The limits of liability specified
in this section may be provided by any combination of primary and excess liability insurance
policies.
b) Automobile Insurance. Automobile Insurance on an
occurrence" basis, with deductibles reasonably acceptable to the City's risk manager, with a
combined single limit for bodily injury and property damage of One Million Dollars ($1,000,000),
or limits carried,whichever is greater.Coverage shall be applicable to all owned,hired or non-owned
vehicles placed,parked or used by and under the control of Licensee. The limits of liability specified
in this section may be provided by any combination of primary and excess liability insurance
policies.
6. Waiver. Failure on the part of either party to enforce any provision of this
Agreement may not be construed as a waiver of the right to later compel enforcement of that
provision, or any other provision.
7. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
8. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
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address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3)days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission:
LICENSEE" CITY"
Lestonnac Free Clinic City of Orange
1215 E. Chapman Ave. 300 E. Chapman Ave.
Orange, CA 92866 Orange, CA 92866
Attn: Edward Gerber Attn: City Manager
Telephone: (714) 583-6431 Telephone: (714) 744-2222
E-Mail: arodriguez@lestonnacfreeclinic.org Email: cminfo@cityoforange.org
9. Entire Agreement. This Agreement constitutes the entire agreement between the
parties relating to its subject matter. There are no representations,agreements,or understandings,
whether oral or written, between the parties relating to the subject matter of this Agreement that
are not fully expressed in this Agreement. This Agreement is deemed to be equally drafted by
both parties.
10. Modification. This Agreement may only be modified by a writing signed by both
parties.
Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the Parties have entered into this Agreement as of the
year and day first above written.
LICENSEE" CITY"
LESTONNAC FREE CLINIC, a California CITY OF ORANGE, a municipal corporation
nonwaiit ation DoeuSIgned by:
foimAr1, F. Gt 'kr NA iti, le. Siztiur
By: \-DADOFFADAO117AAR By: MARR777A90417
Printed Name: Edward F. Gerber Daniel R. Slater, Mayor
Title: Executive Director
ATTEST:
DocuSI9ned by:
f]R2RFf CRARFFi9A
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
CDocuSI9ned
by:
hat, Iof
06DB01 F3876E496...
Mike Vigliotta, City Attorney
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EXHIBIT "A"
MAP GENERALLY DEPICTING REVOCABLE
PARKING LICENSE AREA
Behind this sheet.]
DocuSign Envelope ID:8C9C5685-DF6C-42AA-8FA5-00D032D89E25
164 S WATER ST,ORANGE,CA 92866
THIS MAP WAS PREPARED FOR ORANGE
COUNTY ASSESSOR DEPT. PURPOSES ONLY. 390-/ITHEASSESSORMARESNOGUARANTEEASTOjITSACCURACYNORASSUAWSANYIIARILITT
FOR OTHER USES. NOT TO BE REPRODUCED.
ALL RIGHTS RESERVED.
q"FOP,'RIGHT ORANCF COUNTY ASSESSOR 2008
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MARCH 1977 JAAESON TRACT L.A. 1-122 a" NOTE - ASSESSOR'S BLOCK & ASSESSOR'S MAP
W.B. FORSYTH'S SUB L.A. 2-5 PARCEL NUMBERS BOOK 390 PAGE 45
J.C. GREGG'S SUB. M.M. 1-69 SHOWN IN CIRCLES COUNTY OF ORANGE
TRACT NO. 736 M.M. 22-9
A.B. CHAPMAN TRACT M.M. 102-15