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Home My WebLink AboutContracts & Agreements_44-2018License Agreement By and Between The City of Redlands And Red Rooster Vintage This License Agreement ("Agreement") is made and entered this 20th day of March, 2018 ("Effective Date"), by and between the City of Redlands ("City"), a municipal corporation, and Red Rooster Vintage ("Licensee"). City and Licensee are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, Licensee is the owner and operator of a retail facility located at 100 W. Stuart Avenue; and WHEREAS, Licensee desires to hold a one -day vintage market event, on a monthly basis, on City - owned property located at 205 W. Stuart Avenue (the "Property"); and WHEREAS, City is willing to grant Licensee a one -day license to conduct the vintage market events, on a monthly basis during the term of this Agreement, subject to the conditions and provisions hereof; NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Licensee agree as follows: AGREEMENT Section 1. License for Vintage Market. City hereby grants to Licensee a license to hold a one - day vintage market event upon the Property on the second Saturday of each month from April, 2018 through December, 2018, in connection with the operation of Licensee's retail facility located at 100 W. Stuart Avenue. Section 2. Fee. Licensee shall pay to City a fee in the sum of one hundred ten dollars ($110) per day of use of the Property. Payment of the fee shall be made either in cash, or by check payable to the City of Redlands, Finance Department/Revenue Division, a minimum of seven calendar days prior to each day of such use. Section 3. Securitv Deposit. Licensee shall pay to City a security deposit in amount of Two Hundred Dollars ($200.00), in the manner described in Section 2, concurrent with Licensee's execution of this Agreement. The security deposit shall be refunded to Licensee on or before January 18, 2019, less any amounts reasonably necessary to pay City for: (i) cleaning costs, (ii) cost for repair or damages to the Property above ordinary wear and tear, and (iii) any other amount legally allowable under the terms of this Agreement. A written accounting of said charges shall be presented to Licensee on or before December 18, 2018. If the security deposit does not cover such costs and damages, Licensee shall pay said additional costs for damages to City within five (5) days of City's written demand therefor or, in addition to any other remedies City may have, City in its sole discretion may immediately terminate this Agreement. I:1ca1djm\Agreements\License Agreement Red Rooster Market 2018 frnal.docx Section 4. Use of Pronerty. A. The Property shall be used by Licensee solely for the purpose of vintage market events associated with Licensee's operation of its retail facility on April 14, May 12, June 9, July 14, August 11, September 8, October 13, November 10, and December 8, 2018. The hours of operation of the vintage market event upon the Property shall be limited to 8:00 a.m. to 5:00 p.m. Alternate dates may be approved on a case-by-case basis upon approval of the City Manager but the total number of events is limited to nine (9). B. In addition, the applicant shall submit a site plan consisting of the display layout for review by the City no less than seven days prior to each event. All temporary displays shall comply with Federal, State and local laws. C. Licensee's use of the Property shall not jeopardize or endanger the health, welfare, peace or safety of persons visiting, residing, working, or conducting business in the surrounding area. D. All third -party vendors associated with Licensee's use of the Property shall execute and deliver to City, prior to entering upon the Property, a hold harmless agreeement, substantially in the form attached hereto as Exhibit "A." Section 5. Termination. Either Party may terminate this Agreement, without cause and without penalty, at any time by giving thirty (30) days prior written notice to the other Party. Section 6. Alterations and Renairs. Licensee accepts the Property in its "as -is" condition as of the Effective Date of this Agreement, without any warranty, express or implied. Section 7. Maintenance of Pronertv. Licensee shall be responsible for maintaining the Property in a clean and orderly state. Any damage incurred by City due to Licensee's use of the Property shall be the sole responsibility of Licensee. Section 8. Improvements. Licensee shall not make any alterations or improvements to the Property. Section 9. Indemnitv. Licensee shall defend, indemnify and hold harmless City, and its elected officials, officers, employees and agents from and against any and all claims, causes of action, damages and liability resulting from any negligent acts or omissions, and the willful misconduct of, Licensee and its agents, employees and invitees, arising from or resulting in connection with their respective occupation and use of the Property during the term of this Agreement. This section shall survive any termination of this Agreement. Section 10. Insurance. Insurance required by this section shall be maintained by Licensee throughout the term of this Agreement. Licensee shall provide City with a certificate of insurance and endorsements showing City as an additional insured on the policy prior to Licensee's use and occupancy of the Property. Such insurance shall be primary with respect to City and non-contributory to any insurance or self-insurance maintained by City. The policy shall require that, before amending or 2 I: 1ealdjmlAgreementsUcense Agreement Red Rooster Market 2018 final.doex canceling the policy, the issuing insurance company shall give City at least thirty (30) days prior written notice. A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City hat Licensee is self-insured or exempt from the workers' compensation laws of the State of California. Licensee shall provide City with Exhibit `B," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference. B. Licensee shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non- contributing to any insurance or self-insurance maintained by City. C. Licensee shall secure and maintain business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Licensee owned vehicles used in connection with Licensee's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles. Section 11. Assil?nment Prohibited. Licensee shall not encumber, assign, sublease or otherwise transfer this Agreement, or any right or interest therein, or attempt of the same. Any such encumbrance, assignment, sublease or transfer shall constitute a breach of this Agreement and may, at the sole discretion of City, result in the immediate termination of this Agreement. Section 12. Attornevs' Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. Section 13. Entire ALyreement/Amendment. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof Any prior verbal or written representations or agreements respecting the Premises not expressly set forth herein are null and void. Any and all amendments to this Agreement shall be in writing and executed by the Parties. Section 14. Waiver. No waiver by either Party of any provision of this Agreement, or waiver of any breach of this Agreement, shall be deemed to be a waiver of any other provision of this Agreement, or of any subsequent breach by either Party of the same or any other provision of this Agreement. I: 1caldjmlAgreements\License Agreement Red Rooster Market 2018 Gnal.docx Executed on the 20th day of March, 2018, at Redlands, California CITY OF RrE�D�LANDS Paul W. Foster, Mayor ATTEST: nne Donaldson, City Clerk REDROOSTER VINTAGE Lind Davidson, Owner 4 I:IcaldjmlAgreements\License Agreement Red Rooster Market 2018 Pinal.doex