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HomeMy WebLinkAboutContracts & Agreements_227-2018 License Agreement By and Between The City of Redlands And Red Rooster Vintage This License Agreement ("Agreement") is made and entered this 4th day of December, 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 Ave ,Redlands, CA 92374, 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, Redlands, CA 92374 (the "Property"), and WHEREAS, City is willing to grant Licensee a one-day license to conduct the vintage market events on a monthly basis subject to the conditions and provisions of this License Agreement, 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 on January 12, February 9, March 9, April 13, May 11, June 8, July 13, August 10, September 14, October 12, November 9, and December 14, 2019, in connection with the operation of Licensee's retail facility located at 100 W Stuart Avenue The Property is more particularly described in Exhibit "A,"which is attached hereto and incorporated by this reference Section 2 Fee Licensee shall pay to City a fee in the sum of one hundred ten dollars ($110) per event for use and occupancy of the Property as well as barricade rentals related to the street closures Payment of the fee shall be made a minimum of ten (10)days prior to each event, either in cash, or by check, payable to the City of Redlands, Finance Department/Revenue Division 1 L lcaldJm\Agreements%tcense Agreement iced Rooster Market 2019 doex Section 3 Use of Propegy A The Property shall be used by Licensee solely for the purpose of a monthly one- day vintage market event associated with Licensee's operation of its retail facility All temporary displays shall comply with Federal, State and local laws B The hours of operation of the vintage market event shall be limited to 8.00 a m to 5 00 p m on January 12, February 9, March 9, April 13, May 11, June 8, July 13, August 10, September 14, October 12,November 9,and December 14, 2019 C Licensee's use of the Properly 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 agreement, substantially in the form attached hereto as Exhibit "B " Such executed hold harmless agreements shall be provided to City at least three(3)business days prior to each monthly event Section 4 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 5 Alterations and Repairs Licensee accepts the Property in its"as-is"condition as of the Effective Date of this Agreement,without any warranty, express or implied Section_6_ Maintenance of Property 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 7 Im rovements Licensee shall not make any alterations or improvements to the Property Section 8 Indemnity 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 9. Insurance Insurance required by this section shall be maintained by Licensee throughout the term of this Agreement License 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 canceling the policy, the issuing insurance company shall give City at least thirty(30) days prior written notice City and Licensee acknowledge and agree that the insurance 2 i.lcaldjm\AgreementslLtcense Agreement Red Rooster Market 2019 doex required of Licensee is subject to annual review by City and subject to increases in the amount and scope of coverage, as reasonably determined by City 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 that Licensee is self-insured or exempt from the workers' compensation laws of the State of California Licensee shall provide City with Exhibit "C," 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 10 Assi ment 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 l l Attorneys' Pees 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 12. Entire Agreement/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 13. 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 3 L 1ca1djmlAgreementslLiccnse Agreement Red Rooster Market 2019 docx IN WITNESS WHEREOF,the Parties have executed this Agreement as of its Effective Date CITY OF REDLANDS RED ROOSTER ITAOE Paul W Foster, Mayor ffinYa Davidson, Owner ATTEST• J Donaldson, City Clerk 4 L lealdjmUgreements\ icense Agreement Red Rooster Market 2019 docx EXHIBIT"A" Map of Property S L 1ca\djmUgreements\License Agreement Red Rooster Market 2019 docx -A• - _t 205 W Stuart Ave APN 016928123 Vacant Parcel g — r` _ VamnE Parcel Parcels �1 t -- 1f A F r Fk �- �At — 6 1.-1ca\djm\A9reemantS%Lieen5e Agreement Red Rooster Muket 2019.docx EXHIBIT"B" Hold Harmless Agreement 7 L IcaldjmlAgreements\bcense Agreement Red Rooster Market 2019 doex EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer,except the State,shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers,which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code,and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under is Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However,at any time,if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct Red Rooster Vintage Date 1 7- By &2�L ( Lin a Davidson, Owner 9 L\caAm\Agreements\Lacense Agreement iced Rooster Market 2019.doex