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HomeMy WebLinkAboutCC RESO 13,737RESOLUTION NO. 13. 7 3 7 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA APPROVING AN OPERATING AGREEMENT FOR THE PLAZA BONITA SHOPPING CENTER PUBLIC PARKING FACILITIES AND AUTHORIZING EXECUTION THEREOF WHEREAS, the City Council of the City of National City, California by adoption of Ordinance No. 1765 approved on December 15, 1981 approved and authorized the execution of a parking facility lease with the Parking Authority of the City of National City, California; and WHEREAS, said lease provides, at Section 5 thereof, that the City shall maintain and repair the parking facility or otherwise arrange for the maintenance and repair of the parking facility; and WHEREAS, the City wishes to enter into an Operating Agreement with Plaza Bonita Developers, a limited partnership operating under the laws of California, for the operation of said parking facility; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City, California that an agreement for the operation of the public parking facilities at the Plaza Bonita Regional Shopping Center, National City, California, entitled "Plaza Bonita Shopping Center Public Parking Facilities Operating Agreement" is hereby approved and the Mayor is authorized to execute said Agreement on behalf of the City and the City Clerk is authorized to attest thereto. A copy of said Agreement is on file in the office of the City Clerk and reference is hereby made to all particulars contained therein. PASSED AND ADOPTED this 26th day of January, 1982. Kile Morgan, Mayor ATTEST: Ione Campbell, City lerk PLAZA BONITA SHOPPING CENTER PUBLIC PARKING FACILITIES OPERATING AGREEMENT THIS AGREEMENT is made this day of , 1982, among the CITY OF NATIONAL CITY, a municipal corporation of the State of California (hereinafter referred to as "City"), THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY, a body corporate and politic of the State of California (hereinafter referred to as "Parking Authority"), and PLAZA BONITA DEVELOPERS, a limited partnership organized under the laws of the State of California (hereinafter referred to as "Operator"). RECITALS WHEREAS, Parking Authority is the owner and lessor, and City is the lessee of certain real property in the City of National City (hereinafter referred to as the "Parking Area") and off- street parking improvements (which Parking Area and improvements are hereinafter and collectively referred to as "Parking Facilities"), more particularly described in the Lease Agreement with the Parking Authority, of even date herewith (hereinafter referred to as "the Lease"), under the provisions of which the Parking Facilities have been leased to City; and WHEREAS, in order to carry out the intention of City that said Parking Facilities be operated to assure that the citizens of the City patronizing the stores and other businesses located in the Plaza Bonita Shopping Center adjacent thereto shall have the benefit of convenient off-street public parking on the Parking Facilities, and to utilize the knowledge and experience of Operator in the management of parking facilities, City, Parking Authority and Operator hereby enter into this Public Parking Facilities Operating Agreement, (hereinafter referred to as "this Agreement"). NOW, THEREFORE, in consideration of the covenants and -1- conditions hereinafter contained, it is agreed as follows: SECTION 1 - THE PARKING FACILITIES The Parking Facilities to be operated pursuant to the terms hereof consist of the Parking Facilities leased to City under the Lease. SECTION 2 - OPERATION OF PARKING FACILITIES Operator agrees to manage, operate and maintain (including all ordinary and extraordinary maintenance) the Parking Facilities at no cost to City, for the public purposes for which the same were constructed and leased to the City by the Parking Authority, to wit: for use by citizens of National City and the general public while patronizing the stores and other businesses located in The Plaza Bonita Shopping Center adjacent thereto, as an offstreet public parking lot for motor vehicles, without charge, in accord with the Parking Law of 1949 (Streets and Highways Code Section 32500 et seq.). The Parking Facilities include the graded and paved parking area, driveways, walkways and stairways, planting and other landscaping, roadways, roadway dividers, curbs, lighting fixtures, signposts, sign pylons and signs, drainage systems, and pipes, lines, conduits and other utility structures, both above ground and underground. Operator shall comply with all laws, including applicable rules and regulations, of all governmental agencies having jurisdiction of the Parking Facilities, and which are of general application and not directed specifically to the Parking Facilities, and shall hold the City and Parking Authority harmless from all costs of compliance, including, but not limited to, any charges imposed by such laws, rules and regulations on the City as lessee or the Parking Authority as owner as a condition of ownership or operation of the Parking Facilities. Nothing herein shall limit Operator's right to contest any such laws, rules or regulations. -2- No charge shall be made by Operator for the above described use of the Parking Facilities. SECTION 3 - TERM (a) From the date hereof until the first day of the term of the Lease of the Parking Facilities to the City, this Agreement shall be an agreement between the Authority and Operator. During such period, the Authority shall have all rights, privileges and obligations of the City hereunder. The Authority hereby grants Operator a non-exclusive license for and during the above described period to enter the Parking Facility to carry out its duties and obligations under this Agreement. (b) This Agreement shall commence between the City and Operator on the date of the commencement of the term of the Lease of the Parking Facilities to the City, and shall terminate upon the later to occur of (1) termination of the Lease or (2) retirement of certain Revenue Bonds issued or to be issued by Parking Authority for financing its acquisition of the Parking Facilities. To ensure continuity of operation of the Parking Facilities in the event the Lease terminates before retirement of said Revenue Bonds, Parking Authority joins City in the execution hereof, and shall have all rights and obligations of City hereunder in the event of such termination of the Lease before retirement of said Revenue Bonds. SECTION 4 - TITLE AND USE OF PARKING FACILITIES Title to and use of the Parking Faciities are regulated and controlled by the Lease and by the conditions, covenants and restrictions contained in the Construction, Operation and Reciprocal Easement Agreement, dated and recorded in the Official Records of San Diego County on as File No. (hereinafter referrd to as the "REA"), made by Operator as Developer, The May Department Stores Company, Mervyn's, Montgomery Ward Development Corporation and J.C. Penney -3- Properties, Inc. (hereinafter collectively referred to as "the REA Parties"), to the extent the provisions of the REA relate to the use, operation, maintenance and repair of the Parking Facilities and are not inconsistent with any laws, including applicable rules and regulations of all governmental agencies having jurisdiction of the Parking Facilities, and which are of general application and not directed specifically to the Parking Facilities. The City shall not amend or assign the Lease or sublet any portion of the Parking Facilities without the prior written consent of the REA Parties. Title to all fixtures and other personal property placed on or about the Parking Facilities by Parking Authority shall remain in Parking Authority, and by City shall remain in City, for the term of this Agreement. Title to all fixtures and other personal property placed on or about the Parking Facilities by Operator shall remain in Operator unless such fixtures or other personal property replace fixtures or other personal property owned by the Parking Authority or by City, in which event any such replacement fixtures or replacement personal property shall belong to the Parking Authority or the City, respectively, for the term of this Agreement. At the termination of the Lease, title to. all fixtures and other personal property shall pass to the Parking Authority and its successors in interest in the ownership of the Parking Facilities. In the event a portion but not all of the Parking Facilities is taken in eminent domain and the portion taken is replaced by equal or greater parking capacity, the award for such taking shall be paid to the party which incurred the expense of providing such replacement. SECTION 5 - ALTERATIONS TO THE PARKING FACILITIES Operator*shall notmake any alterations to the Parking Facilities, including the landscaped areas, as they exist on the date of commencement of the term hereof, without first obtaining written approval from the City Manager of the City. Such -4- approval may be conditioned upon provisions to assure repair or replacement of landscaping, traffic signs, signals or other control devices, and any bus transfer facilities removed by such alterations, and any other measures reasonably necessary to preclude adverse environmental effects which may be caused by any such alteration. City shall not make any alterations to the Parking Facilities, including the landscaped areas, as they exist on the commencement of the term hereof, without first obtaining written approval from the Operator and from the REA Parties. SECTION 6 - TEMPORARY USE The parties recognize that pursuant to the REA to which this Agreement is subject and which grants such right to the Operator and the REA Parties, Operator and said REA Parties have the right to use portions of the Parking Facilities to: 1. Maintain, repair, raze, reconstruct, alter and add to the store buildings and other improvements located in the Plaza Bonita Shopping Center adjacent to the Parking Faciities, and 2. To construct new stores in said Shopping Center, and 3. To obtain and provide temporary ingress to and egress from the said Shopping Center across the Parking Facilities to carry on any and all of such work,and to permit the temporary transport, loading, unloading and storage of construction materials and equipment in the Parking Facilities for such purposes. (The above summary shall not be deemed to give Operator or the REA Parties any greater rights than provided in the REA) . Within a reasonable time prior to the commencement of any such work, Operator shall submit to City Manager for review a plot plan of the Shopping Center, on which Operator shall delineate those portions of the Parking Facilities with respect -5- to which Operator reasonably requires such temporary uses for such purposes and the City Manager shall, within ten (10) days thereafter, notify Operator whether the City objects to any such planned use, specifying the reasons for the City's objection, which shall be limited to considerations of the maintenance of conditions reasonably necessary to protect the public health, safety and welfare. Operator shall, within ten (10) days thereafter, notify the City Manager of the measures which will be taken by the Operator to meet the requirements of the City, to protect the public health, safety and welfare. At all times during such use of the Parking Facilities as aforesaid, Operator shall assure the maintenance of conditions reasonably necessary to protect the public health, safety and welfare, and upon cessation of such use shall promptly restore the portions of the Parking Facilities so used to the condition in which the same were prior to the commencement of such use, including the clearing from such areas of all loose dirt, debris, equipment and construction materials, and re -surfacing and restriping if necessary. Operator shall also keep all portions of the Parking Facilities, except the portions thereof being utilized for said work, free from any loose dirt, debris, equipment or construction materials. -- SECTION 7 - SPECIAL EVENTS Operator shall not use the Parking Facilities, or any portion thereof, or permit it to be used for any special event, or the sale of merchandise, or any use other than public parking, unless permitted by this Agreement or by written approval of the City Manager. All special events and other non -parking uses shall be subject to the requirements of the National City Municipal Code, and the City Manager's disapproval shall be limited to the imposition of conditions which are reasonably necessary to protect the public health, safety and welfare. SECTION 8 - GENERAL STANDARDS OF PERFORMANCE Commencing upon the date Operator takes possession of the Parking Facilities or any portion thereof, and continuing so long as Operator is in possession of the Parking Facilities and subject to the policy, controls and other limitations expressed herein, the following standards will be observed: 1. PUNCTUAL PAYMENT. Operator shall duly and punctually pay or cause to be paid its obligations hereunder in strict conformity herewith. 2. DISCHARGE CLAIMS. Operator shall discharge or pro- vide for the discharge of all claims which it has authorized or incurred for labor, materials and supplies furnished for or in connection with the Parking Facilities. 3. NON-DISCRIMINATION. Operator shall operate and manage the Parking Facilities without unlawful discrimination as to race, creed, sex, color or national origin and without discrimination in favor of its own customers. 4. CONFORMITY TO LAWS Operator shall duly observe, conform to and comply with all valid requirements of any governmental authority relative to the Parking Facilities or any portion thereof and shall require all personnel using the Parking Facilities to conform to and comply with such requirements. 5. OPERATION Operator shall manage and operate the Parking Facilities in an efficient and economical manner in such a way as to cast no adverse reflec- tion on Operator or City. 6. MAINTENANCE Commencing as of the date of this Agreement, Operator shall use reasonable care to maintain the Parking Facilities, including the -7- lighting, paving, striping, traffic control signs and other signing, in reasonably good and clean condition, repair and working order,free of debris, trash and fuel or oil spills. Operator shall be responsible for all reconstruction, repair and ordinary and extraordinary maintenance. The standard for such maintenance shall be that which generally prevails for parking facilities of other regional shopping centers in San Diego County. The materials, apparatus and facilities used for any new construction, repair or reconstruction shall be at least equal to the quality of the materials, apparatus and facilities originally used. It is the intent of the parties hereto that the Parking Facilities shall be operated and maintained in such manner that upon the termination of this Agreement, the Parking Facilities will be in essentially the same condition (reasonable wear and tear excepted) and have the same utility as a public parking lot as at the date of commencement of the term of this Agreement. Operator's obligations hereunder shall include, but not be limited to the following: (a) All hard -surfaced portions of the Parking Facilities shall be swept and washed at intervals sufficient to maintain the same in reasonably clan condition, free of debris, trash, and fuel or oil spills. All such work shall be done, to the extent possible, in the morning hours before stores in the shopping center having 80,000 or more square feet of floor area shall open for business to the general public. (b) All lamps and ballasts on lighting standards shall beinspected at regular intervals, and all lamps and ballasts shall be promptly replaced when no longer properly functioning. -8- (c) All Parking Facilities amenities, benches and institu- tional, directional, traffic and other signs shall be inspected at regular intervals, maintained in a reason- ably clean condition and promptly repaired or replaced upon the occurrence of any defects or irregularities thereto. (d) The entire Parking Facilities shall be illuminated during such hours of darkness as stores containing 80,000 or more square feet of floor area in the Shopping Center shall be open for business to the general public, and for a reasonable period there- after, to permit the patrons thereof safe egress from the Parking Facilities. In addition, while any store or stores in the Shopping Center are open for business to the general public, and for a reasonable period thereafter, such portions of the Parking Facilities as are required for such open businesses shall be illumin- ated during hours of darkness to permit the patrons thereof safe egress from the Parking Facilities. For the purposes of this Paragraph, thirty (30) minutes shall be deemed a reasonable period. (e) All landscaping shall be properly maintained, includ- ing removal of dead plants, weeds and foreign matter and such replanting and replacement as the occasion may require in order to maintain the landscaping in a healthy condition. (f) All trash and rubbish containers located on the Park- ing Facilities shall be emptied daily and shall be washed at intervals sufficient to maintain the same in clean condition. (g) All paving, curbs, gutters, sidewalks, berms and barricades located on the Parking Facilities shall be inspected at regular intervals and promptly repainted as the same become unsightly or indistinct from wear -9- or other cause. (h) Operator shall maintain drainage channels, pipes, catch basins, and any other facilities located on the Parking Facilities for collection and conveyance of drainage waters. (i) Operator shall maintain and repair the sewer mains and lines and all utility systems located in the Parking Facilities which serve the buildings constructed within the exterior boundaries of the Parking Facilities to the extent that the same are not maintained or repaired by public utilities. (j) Operator shall provide adequate supervision and security for the Parking Facilities in accordance with practices which generally prevail for the parking lots of other regional shopping center in San Diego County. The obligations imposed by this section on Operator shall be supplemental to such police protection as City provides for commercial areas in the City. (k) Operator shall provide and maintain such traffic control signs or other means of traffic control, not requiring any substantial expediture of money, as are reasonably necessary for the safe and efficient operation of a - -- --- - - - =- ei rculativTr sys -am---for =ve 3-e--1-e-traf-fie and pedestrians on the Parking Facilities. SECTION 9 - OPERATOR'S COMPENSATION Operator shall receive compensation for its services from City in the amount of One Dollar ($1.00) per year. SECTION 10 - INDEMNITY Operator shall indemnify City and Parking Authority and hold City and Parking Authority harmless from and against any and all actions, claims, demands, costs, damages, penalties, expenses or liabilities of any kind whatsoever by reason of the Operator's maintenance or operation of the Parking Facilities or by reason -10- of the use thereof. This indemnification shall include reasonable attorney's fees which City or Parking Authority may expend in connection with any of the foregoing. SECTION 11 - LIABILITY INSURANCE Operator shall, from and after the date of commencement of the term of this Agreement, provide public liability and property damage insurance covering the Parking Facilities, written by a financially responsible insurance company, authorized to do business in the State of California, and with a combined single limit of liability of at least two million dollars ($2,000,000.00) per occurrence. All policies of such insurance shall name City and Parking Authority as additional insureds and shall be maintained in full force and effect by Operator for the term of this Agreement. SECTION 12 - FIRE AND EXTENDED COVERAGE INSURANCE AND REPAIR Should the Parking Facilities be damaged by fire, lightning, vandalism, malicious mischief or any other casualty, Operator shall cause the repair of such damage with all reasonable dispatch. Operator shall provide or cause to be provided in full force and effect at all times during the term of this Agreement a policy or policies of insurance against loss or damage to the improvements of the Parking Facilities, resulting from fire, lightning, vandalism, malicious mischief, and such other perils as are ordinarily included in the standard "fire and extended coverage insurance", providing coverage at one hundred percent (100%) of the replacement value of said improvements, not including foundations or pavinand written by a financially responsible insurance company(s) authorized to do business in the State of California. The Parking Authority, City, Operator and anyone having the right to possession of any or all of the Parking Facilities under a mortgage, deed of trust, or other similar document, or anyone to whom all or any part of the Parking Facilities is assigned, pledged or placed in trust as AnCi., IhW LLLCL .kg -11- security for any debt or loan shall be named as additional insured under all such policies of insurance. Proceeds of the said insurance shall be applied to the extent necessary to pay the Gos of repairs or replacements of said improvements. Upon presentation by Operator to the Parking Authority and the City of proof of the cost of repair of casualty damage, the Parking Authority shall --promptly obtain from the Reserve Account of its Fiscal Agent, as provided in its Resolution No. dated January , 1982, the sum of $100,000.,or.so much thereof as equals the cost of such repairs if less than $100,000., and pay the same to the City, which promptly pay the same to the Operator towards the cost of such repairs, but not more than $100,000. shall be so requested or obtained from said Reserve Fund for such purpose in the aggregate. SECTION 13 - CERTIFICATES AND CON➢ITIONS OF INSURANCE Operator shall cause policies of insurance or certificates thereof to be provided to City to evidence Operator's with the requirements of Sections 11 and 12 and providing that the coverage under such policies shall not be reduced or cancelled except after thirty (30) days' written notice to City. The insurance required under Sections 11 and 12 may be provided through blanket policies or contracts which may cover other properties or liabilities, provided that as respects the insurance referred to in Sections 11 and 12, there is separately stated and allocated in such policies or contracts with respect to the Parking Facilities an amount at least equal to the amount of insurance required with respect to the Parking Facilities as if the same were so insured under a separate policy or contract of insurance. So long as the General Partner of Operator is an affiliate of The May Department Stores Company, Operator shall have the option of providing any or all of the insurance required under Sections 11 and 12 hereof in the form of self-insurance by -12- = a) a) O c ) v s ro c s a) CO CCI a)s Dins+' shall t° c O O .r. rn a)+-)m •r- rn r ) •S-) s O •r- •r- r6 ref r4- >> O.•r RS Ua)O. eCS c.ns cCOYZ7r a) r6 a ro s +3 .0 Q. 0 • 7 O+.4.3 i-0 N a)+) . 0 +' 5-.= O c4- w E 0 0 U C r- C (0 X ++3 a) to .s= ••- compliance .rn Os.� +rn �5.. 0 0 4-) !S-a)C rn•N a) .s= •r. a). CO ) C a r- '•r- 4- .0 +3 0 +3 0 4-3 r RS CISw 0 ate)- a = s i E C RS a) O.- •e- o_ > S•. b 0ca) •r.) S- U r0 O. C 0 rn C re r0 r 'C •r E(0s s 4-) R7 N 0 r 0 N r 4- .,- w 0 to 0 a) •r- ro s N -C +3 a) 0 0+` UJ +) - a) r 4- CZ) a) S- S- 0 .0 a) a) V) 4-' 0 > >, v ��� .0 04-4-C r4, 0 0 = The May Department Stores Company provided the latter delivers its certificate to City declaring that it will defend and indemnify City and Parking Authority against claims and expenses as provided in Sections 10 and 12 hereof. SECTION 14 - COVENANT AGAINST MECHANICS' LIENS Operator shall keep the Parking Facilities free and clear of all materialmen's and mechanics' liens or any other similar liens for repair, maintenance, operation, services, labor or materials which may arise from any work done on the Parking Facilities by or at the direction of Operator. Operator may in good faith contest the validity of any such lien and shall at its expense defend itself, City and Parking Authority against the same and pay any final judgment which may be rendered thereon. If Operator elects to contest any such lien, it shall record a surety bond in accordance with California Civil Code Section 3143 releasing the Parking Facilities from such lien within thirty (30) days after it becomes aware of the recordation of any such lien, or Operator shall deliver the aforementioned bond to City. SECTION 15 - ENFORCEMENT If Operator shall at any time fail or refuse to pay any charge or perform any work or furnish any services required on its part under this Agreement, City or Parking Authority may prosecute any proceeding at law or in equity to secure specific performance of Operator's obligations. SECTION 16 - ASSIGNMENT Operator shall not assign this Agreement without written consent of City, except to a wholly owned subsidiary of Operator, or to a successor by purchase, merger or consolidation of all of the assets of Operator. City's consent shall not be required for any assignment to a person who assumes Operator's obligations for the entire Parking Facilities pursuant to the provisions of the REA. Where City's consent to an assignment is required, it shall not be unreasonably withheld. Nothing herein shall be -13- deemed to limit Operator's right to subcontract for the performance of Operator's obligations to operate, maintain and repair any part of the Parking Facilities provided no such subcontract shall relieve Operator of the responsibility for such obligations. SECTION 17 - OPERATOR'S RIGHT TO OPERATE PARKING FACILITIES TERMINATION FOR DEFAULT Operator shall have the exclusive right to control and operate the Parking Facilities throughout the term of this Agreement, provided that if Operator defaults in the performance of any of its obligations under this Agreement and such default is not cured by Operator or by the REA Parties or any of them within ninety (90) days after written notice from the City to Operator and to all the REA Parties specifying the particulars of such default, City shall have the right to terminate this Agreement. Any one or more of the REA Parties shall have the right to cure the default of the Operator. City shall accept the cure of such default performed by any of the REA Parties . The giving of such notice of default to Operator and all the REA Parties is a condition precedent to the exercise by City of its right to terminate this Agreement under this section. SECTION 18 - RIGHT TO CURE DEFAULTS BY OPERATORS In the event any of the REA Parties gives_ written notice to the City or Parking Authority asserting thattheCity or the Parking Authority is in default of its obligations hereunder, and any of the asserted grounds for default involve matters which are made obligations of the Operator by this Agreement or by the REA, and if Operator or the REA Parties, or any of them, do not cure the default within thirty (30) days after written notice thereof from the City or Parking Authority, City or Parking Authority shall have the right to take any reasonable steps necessary to cure the default. If City determines, in its reasonable judgment, after the expiration of the aforementioned notice -14- period, that it is necessary in order to cure any such default, City shall have the right to suspend or terminate this Agreement and to make such other arrangements for the operation of the Parking Facilities as City considers appropriate. City and Parking Authority agree to send copies of any notices that either to Operator under this section to all of the REA The sending of such notices shall be solely for the may give Parties. information of the REA Parties and shall not be a condition to the exercise by the City or Parking Authority of any rights under this Section, or affect City's or Parking Authority's rights under this Section. Neither City nor Parking Authority shall be liable to the Operator or any REA Party by reason of sending or failing to send any such notice to any REA Party. SECTION 19 - NOTICES TO REA PARTIES Notices to the REA Parties shall be given by personal delivery or by certified mail, return receipt requested, addressed as follows, subject to the right of each of said Parties to designate a different address for itself by notice to the City and Parking Authority given in accordance with the provisions of Paragraph 4 of Section 20: Plaza Bonita Developers c/o May Centers of Bonita, Inc. 1555 Railway Exchange Building 611 Olive Street St. Louis, Missouri 63101 Attention: President The May Department Stores Company 611 Olive Street St. Louis, Missouri 63101 Attention: Executive Vice President Mervyn's 25001 Industrial Boulevard Hayward, California 94545 Attention: Chairman Montgomery Ward Development Corporation Montgomery Ward Plaza Chicago, Illinois 60671 Attention: J.C. Penney Properties, Inc. P.O. Box 4015 Buena Park, California 90624 Attention: Real Estate Counsel -15- So long as Plaza Bonita Developers are the Operator under this Agreement, they shall not be entitled to any additional notice in their capacity as an REA Party. Should they cease to be the Operator, they shall be entitled to receive the same notices as any other REA Party. SECTION 20 - GENERAL 1. The paragraph headings contained herein are for convenience and reference and are not intended to define or limit the scope of any provision of this Agreement and shall not be considered in any construction or interpretation of this Agreement. 2. If any provision, clause, or phrase or the application thereof, to any party, or circumstance is for any reason held invalid, severable and the validity of the remainder of the Agreement, or the application of such provision to other parties, or to any person or circumstance, shall not be affected thereby. 3. This Agreement shall be construed in accord with the laws of California. 4. Any notice pursuant to this Agreement shall be given by personal delivery or by certified mail, return receipt requested, addressed as follows: To Operator: To City: To Parking Authority: of this Agreement, any other person or it shall be deemed Plaza Bonita Developers c/o May Centers of Bonita, Inc. 1555 Railway Exchange Building 611 Olive Street St. Louis, Missouri 63101 City Clerk City of National Ciy 12143 National Avenue National City, California 92050 Parking Authority of the City of National City 12143 National Avenue National City, California 92050 Attention: Executive Director A duplicate copy of any notice to the City or the Parking -16- Authority shall be given to City Manager at the same address. Any party hereto may change its address for notices by delivering to all other parties a notification of a new address by certified or registered mail, return receipt requested. 5. The City, by its execution of this Agreement, authorizes the City Manager to act on behalf of the Cityin regard to the approvals specified by this Agreement to be made by the City Manager. In acting on requests for such approvals, the City Manager shall be deemed to be acting on behalf of the City. Such approvals shall be in writing and shall not be unreasonably withheld. Operator shall have the right to appeal the determinations of the City Manager on requests for approval to the City Council whose decision shall be final. Wherever in this Agreement the approval of the City is specifically required, the decision on such approvals shall be made by the City Council. 6. Wherever in this Agreement the approval of City or City Manager is required, Operator may, at its option, if it sees fit, invoke the following procedure: Operator shall give a written notice of request for approvalwhich shall include the details of the action proposed to be taken in connection therewith. Said notice shall be give to the City Clerk or City Manager by either personal -delivery or certified mail. The City Manager or City Council shall have forty (40) days after actual receipt of the notice within which to approve or disapprove, although they may make a decision to approve or disapprove in a shorter time. Unless the City Manager or City Council acts to disapprove the aforesaid within forty (40) days after actual recipt of the notice, evidenced by personal service or execution of the certified mail receipt, the same shall be deemed approved. The time limits in this section may be extended upon written consent of Operator. -17- IN WITNESS WHEREOF, the City, the Parking Authority and Operator have signed this Agreement as of the day and year first above written APPROVED AS TO FORM: Counsel for Plaza Bonita Developers ATTEST: City Clerk PLAZA BONITA DEVELOPERS, a limited partnership By: May Centers of Bonita, Inc. its General Partner By: President CITY OF NATIONAL CITY By ATTEST• PARKING AUTHORITY OF THE CITY OF NATIONAL CITY By Secretary - I HEREBY APPROVE the form and legality of the foregoing Agreement this day of , 1982. City Attorney and ex officio Attorney for the Parking Authority of the City of National City. -18-