HomeMy WebLinkAboutC-5163 - License Agreement, Use of Lot B Parking Lot at Via Lido Plaza Fourth of JulyLICENSE AGREEMENT
I J�NISS LICENSE AGREEMENT ( "_AgreemenN'), made this a� day of
ll, , 2012, by and between Lido Partners having its principal place of business at
1 Fritz Duda, Company, 3425 Via Lido, Suite 250, California, 92663 (hereinafter referred tows
"Licensor ") and City of Newport Beach. having an address of 870 SanlaBarbara Drive, Newport
Beach, CA 92660 (hereinafter referred to as "Licensee ").
WITNESSE•TH, that in consideration of the mutual covenants and promises and for other
valuable consideration as set forth herein, Licensor hereby grants to Licensee a license to use Lot
B parking lot at Via Lido Plaza, Newport Beach, CA, ( "Premises ") located in the Via Lido Plaza
( "Shopping Center ") as shown crosshatched on the site plan attached hereto as Exhibit "A ".
1. TERM. The term of this Agreement ( "Term ") shall commence on July 4, 2012
( "Commencement Date") and shall terminate on 3(the "Termination Date ").
No hold -over shall he permitted past the Termination Date. fvl„ s .10la
2. LICENSE FEE.
(a) Licensee covenants and agrees to pay to Licensor as a fee for said license for the
use of the Premises during the Term, a fee of Zero (0) Dollars.
3. CONDITION OF PREMISES. Licensee shall not make any structural improvements or
material alterations to the Premises and any signs or decorations placed upon the Premises by
Licensee shall be. in conformance with the applicable zoning ordinances and approved by
Licensor prior to installation. Licensee accepts the Premises in its present "As -Is" condition.
4. USE. The Premises shall be used by Licensee solely for the purpose of the use of parking lot
B. Licensee covenants and agrees to perform all business on the Pra"ses in a dignified
manner and to maintain the Premises in a clean and orderly condition. No selling of
merchandise from the front sidewalk of the Premises shall be permitted.
5. UTILITY SERVICE. Licensee shall obtain through the applicable local utility companies,
electrical, water and telephone services requited for the use and enjoyment of the Premises
and Licensee shall-pay all utility bills time)yand pay for any tap -in fees and deposits for such
utility services. Licensormakes.no representation as fo the adequacy or the existence of any
utilities serving the Premises.
6. GOVERNMENTAL APPROVALS/COMPLIANCE WITH, THE LAW. Licensee, at its
cost„ shall obtain any and all permits, licenses and approvals required for operation of
Licensee's use in the Premises. Licensor makes no representation that Licensee's proposed
use shall be or.is a permissible use under any governmental code or ordinance. Licensee
sball comply with all federal, state, regional, county, municipal and other governmental
statutes, laws, rules, orders, regulations and ordinances governing Licensee's use and
occupancy of the Premises.
7. TERMINATION. Licensor may terminate this Agreement at any time for any reason by
giving Licensee thirty (30) days' prior written notice, or such shorter time period asset forth.
in Paragraph 24. If Licensor exercises this option to terminate, Licensee shall remove all
fixtures, equipment, inventory, signs and personal property and leave the Premises in good
condition. broom clean and free of all debris.
S. RIGHT TO ENTER PREMISES. Licensee agrees that Licensor, its agents and employees
acting reasonably and in a manner to cause minimal disruption to Licensee, may enter the
Premises at any time for the purpose of showing the Premises to prospective tenants or
licensees, inspection, making surveys, taking measurements, and doing similar work
necessary for the preparation of plans for construction of building improvements on the
Premises. Any work performed in this regard will be performed so as to cause a minimum of
interference with Licensee's use of the Premises.
9. REPAIRS/DISCHARGING OP LIENS. Licensee shall repair promptly at its own expense,
any damage to the Premises caused by Licensee's use, misuse or occupancy of the Premises
or caused by the actual or alleged negligence of its agents, invitees or licensee's, and shall
surrender the Premises on the Termination Date in as good condition as when received,
excepting depreciation caused by ordinary wear and tear. Licensee's obligations under this
Section 10 shall include, but not be limited to, modifying, repairing and maintaining items as
are required by a governmental agency having jurisdiction thereof, interior walls and glass
and interior portions of exterior walls, ceilings, utility meters, pipes and conduits within the
Premises and all fixtures, HVAC- equipment servicing the Premises in compliance with all
laws, store front and all exterior glass, all of Licensee's signs, locks and all closing devices
and all window sashes, casements or frames and doors and door 'frames: provided that
Licensor shall make no adjustment, alteration or repair of any part of any sprinkler or
sprinkler alarm system servicing the Premises without Licensoe's approval.
Nothing contained in this Agreement shall be construed as a consent on the part of Licensor
to subject the estate of the Licensor to liability under the Construction Lien Law of the state
in which the Premises are located, it being expressly understood that the Licensor's estate
shall not be subject to such liability, Licensee shall strictly comply with the Construction
Lien Law of the state in which the Shopping Center is located, including. but not limiiedto,
giving written notice to all persons performing services or furnishing materials on its behalf
of the terms and conditions of this Section 10.
In the event that a Mechanic's Claim of Lien is filed against the 'Premises and/or the
Shopping Center in connection with any work performed by or on behalf of the Licensee
(except work for which Licensor is responsible), the Licensee shall satisfy such claim or
shall transfer same to security with Licensor, within ten (10) days from the date of filing. In
the event that Licensee fails to satisfy or transfer such claim within said ten (10) day period,
Licensor may do so and thereafter charge the Licensee, as additional rent, all costs incurred
by the Licensor in connection with satisfaction or transfer of such claim, including attomev's
fees. Further, the Licensee agrees to indemnify, defend and save the Licensor harmless from
and against any damage or loss incurred by the Licensor as a result of any such Mechanic's
Claim of Lien. If so requested by the Licensor, the Licensee shall execute a short form or
memorandum of this Agreement, which may, in the Licensor's discretion be recorded in the
public records for the purpose of protecting the Licensor's estate from Mechanics' claims of
Lien. Licensor has the right to record the memorandum without. execution by Licensee in the
event Licensee fails to execute the memorandum within seven (7) days of request.
10. USE OF COMMON AREAS. In addition to the Premises. Licensee shall have the right of
non - exclusive use in common with others; of automobile parking areas, driveways, footways
and such other common area facilities located in the Shopping Center as maybe designated
by Licensor, subject to reasonable rutes and regulations for the use thereof as attached and
made a part of this Agreement as Exhibit "A".
I I. IA'DEMNIFICATION OF LICENSOR. Licensee agrees to and hereby does indemnify.
protect, defend (by counsel reasonably acceptable to Licensor) and hold Licensor (and
Licensor's property manager, if any) and each of Licensor's trustees, policyholders, officers,
employees, agents, attorneys, successors and assigns, free and harmless from and against any
and all claims, demands, damages, losses, liens, liabilities, penalties. Lawsuits, and other
proceedings, costs, and expenses (including without limitation reasonable attorney's fees),
arising directly or indirectly from or out of, or in anyway connected with loss of life, bodily
injury and/or damage to property orthe environment arising-from or out of the occupancy or
use by Licensee of the Premises or any part thereof or any other part of the Shopping Center,
occasioned wholly or in part by any act or omission of Licensee, its .officers, agents,.
contractors, subcontractors or employees, or arising, directly or indirectly, wholly or in part,
from any conduct, activity, act, omission, or operation involving the use, handling,
generation, treatment storage, disposal, other management or release of any Hazardous
Substance in, from or to the Premises, whether or not Licensee may have acted negligently
with respect to such Hazardous Substance. Licensee shall not permit any Hazardous
Substances within the Premises. Licensees obligations- pursuant to this section shall survive
any termination of this Agreement with respect to any act, omission or occurrence which
took place prior to such termination.
12. LICENSOR NOT RESPONSIBLE FOR ACTS OF OTHERS. Licensor shall not be
:responsible or liable to Licensee or to those claiming by, through or under''Licensee,'for any
loss or damage which may be occasioned by or through the acts or omissions of persons
occupying space adjoining the. Premises or any part of the premises adjacent to or connecting
with the Premises or any other part of the Shopping Center, or otherwise, or for any loss or
damage resulting to Licensee, or those cJaimingby, through or under Licensee, or its or their
property, from the breaking, bursting, stoppage or leaking of electrical cable and wires, or
water, gas, sewer or steam pipes. To the maximum extent permitted by law, Licensee agrees
to use and occupy the Premises. and to use Shopping Center as Licensee is herein given the
right to use, at Licensee's own risk.
13. ASSIGNIKENT /SUBLETTING. Licensee may not assign this Agreement in whole or in
part, nor sublet all or any part of the Premises, nor license concessions nor license
departments therein. Any attempted assignment. sublet or transfer made in violation of Phis
Section 15 shall be null and void and shall result in the automatic termination of this
Agreement.
14. NOTICES. Any notice, request, demand, approval or consent given or required to be given
under this Agreement shall be in writing and shall be deemed given if forwarded either by
certified mail, return receipt requested, or by overnight courier service. In the event
transmittal is made by certified mail, notice shall be deemed given three (3) business days
after such notice was deposited with the U.S. postal service. In the event transmittal is made
by overnight courier service, notice shall be deemed given the following business day after
such notice was deposited with the overnight courier service. For the purposes set forth
herein, notices shall be addressed as follows:
LICENSOR:
Fritz Duda Company
3425 Via Lido, Suite 250
Newport Beach, CA 92663
Telephone (949) 723- 710017ax (949) 723 -1141
LICENSEE: City of Newport Beach
870 Santa Barbara
Newport Beach, CA 92660
The designated place of notice set forth herein may be changed from time to time by the
parties hereto by written notice of such change.
17. EXTENT OF LICENSOR LIABILITY. Any agreement, obligation or liability made, entered
into or incurred by or on behalf of Licensor binds only the Licensor to the extent of its equity
interest in the Shopping Center and no policyholder; trustee, officer or agent of the Licensor.
assumes or shall be held to any liability therefore.
18. RULES AND REGULATIONS. Licensee shall abide by all rules and regulations as may
promulgated from. time to time by Licensor,
and as required for all other tonants of the Shopping Center.
Licensee shall, at its own expense. erect and maintain (with a contractor approved by
Licensor) its signage, subject to. the Shopping Center sign criteria.
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19. CHANGES IN WRITING. This Agreement is the entire agreement between Licensee and
Licensor and it may not be modified or amended unless in writing executed by each party.
20. ADDITIONAL COVENANTS OF LICENSEE. Licensee shall:
(a) Use reasonable efforts to limit noise from emanating from the Premises;
(b) Utilize only fully trained and competent employees:
(c) Not introduce. any "Hazardous Substances" onto the Premises as such substances
are defined by any applicable law or governmental agency or unit:
(d) Periodically remove trash, rubbish, cardboard and otherdebris by contracting with
the local waste removal company servicing the Shopping Center to provide
appropriate rubbish bins for use by Licensee during the Term: and
(e) Release., remise and discharge Licensor from any liens, claims, suits, demands,
obligations or, liabilities for any damage to or loss of any personal property
brought onto the Premises by Licensee.
21. TIME OF THE ESSENCE. It is understood and agreed between the parties hereto that time
is of the essence of all of the terms, covenants and conditions of this Agreement.
22. SEVERABILITT. If any portion of any term, of provision of this Agreement, or the
application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision
to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each tern and provision of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.
23. GOVERNING LAW. This Agreement shall be governed, enforced and construed in
accordance with the laws of the State in which the Premises is located (except the conflicts
of laws provisions thereof)).
24. IMMEDIATE_ TERMINATION. In the event Licensor, in its sole and absolute discretion,
determines that the continued use of the Premises is detrimental to Lite Premises. the
Shopping Center or to the customers or invitees to the Premises and/or the Shopping Center,
Licensor shall have the right to immediately terminate this Agreement and require Licensee
to immediately cease its operation from the Premises upon receipt of LicensoCs written
termination notice. In such event, Licensee shall have five (5 ) calendar days to restore the
Premises to the conditions set forth in Section 7.
25. COSTS OF ENFORCEMENT. if it is necessary for either party to employ an attorney to
cotnmence an action to enforce any of the provisions of this Agreement, the ,non- prevailing
party agrees to pay all costs of such action including, but not limited to, court costs and
reasonable attorneys' fees.
IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be
signed and sealed as of the day and year first written above.
LICENSEE:
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LICENSOR:
Lido Partners, a California partnership.
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Located at the gateway to the Balboa Peninsula
at the Southeast Corner of Via Lido and Newport
Boulevard, Via Lido Plaza is positioned to serve the
retailing needs of the Balboa Peninsula, West New-
port and East Costa Mesa communities.
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