HomeMy WebLinkAboutContracts & Agreements_94-2022LICENSE AGREEMENT
This License Agreement ("Agreement") is made and entered into this 7th day of June, 2022
("Effective Date"), by and between the City of Redlands, a municipal corporation ("Licensor")
and Avis Budget Car Rental, LLC , a Delaware limited liability company ("Licensee"). Licensor
and Licensee are sometimes individually referred to herein as a "Party" and, together, as the
"Parties "
RECITALS
WHEREAS, Licensor is the owns those certain improved real property located in the City
of Redlands commonly identified as county of San Bernardino Assessor's Parcel No 0292-157-
16-0000 (the "Property") There are 30 parking places associated with the Property as depicted on
Exhibit "A" which is attached hereto, and which is by this reference incorporated herein ("Parking
Places"), and
WHEREAS, Licensee has requested to temporarily use the Parking Places for purposes of
parking vehicles associated with its business, and
WHEREAS, Licensor desires to grant Licensee a license to enter upon and use the Parking
Places on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Licensor and Licensee agree as follows
Section 1. Recitals. The foregoing Recitals are true and correct and incorporated herein
by this reference
Section 2. Grant of License. Licensor hereby grants to Licensee, and its employees
and agents, a non-exclusive, revocable license to enter upon and use, as the case may be, subject
to all of the terms and conditions hereof, the Property to enter upon and use the Parking Places for
the sole purpose of parking vehicles associated with conducting its business. All activities of
Licensee undertaken in connection with Licensee's use of the Parking Places for the purpose of
parking vehicles associated with conducting its business shall be performed in accordance with all
applicable federal, state, and local laws. The use of the Property and the Parking Places shall
neither create or vest in Licensee any ownership or leasehold interest in the Property
Section 3. Term. The term of this Agreement shall commence on its Effective Date
and end on June 30, 2023, unless earlier terminated as may be provided for herein.
Section 4. License Fee Licensee shall pay a fee of One Thousand Five Hundred
Dollars ($1,500 00) (the "License Fee") per month payable in advance each month.
Section 5. Security Deposit. Upon execution of this License, in addition to the License
Fee provided above, Licensee shall pay to and deposit with Licensor the sum of Five Thousand
Dollars ($5,000 00) (the "Security Deposit"), as security for the full and faithful performance of
every provision of this License to be performed by Licensee In the event of a default under the
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License Agreement, Licensor may use, apply or retain all or any part of the Security Deposit for
the payment of any sums due under the License, or for the payment of any other amount which
Licensor may spend or become obligated to spend by reason of Licensee's default, or to
compensate Licensor for any other loss or damage which Licensor may suffer by reason of
Licensee's default. If Licensee fully and faithfully performs every provision of this License to be
performed by it and surrenders the Parking Places to Landlord as required by this License, Licensor
shall return the Security Deposit or any balance thereof to Licensee at the expiration of the License
Term. Nothing contained in this provision shall in any way diminish or be construed as waiving
any of Licensor's other remedies otherwise set forth in this License, or by law or equity
Section 6. Condition of Parlcmg Places Licensor shall deliver and Licensee accepts
the Parking Places in its "AS -IS" condition. Licensee shall return the Parking Places to the
Licensor in their original condition as of the Commencement Date, reasonable wear and tear
excepted and in clean condition with no trash or other debris of any kind or nature. Licensee agrees
to be liable for and to reimburse Licensor for any cleaning or repair costs associated with
Licensee's failure to return the Parking Places in the condition stated herein.
Section 7. Inspection. Licensor and Licensor's agents and representatives shall have
the right to inspect the Parking Places at any reasonable time (unless in the reasonable opinion of
Licensor an emergency exists, in which event Licensor shall have immediate access), for the
purpose of inspecting same or for the purpose of making any repairs Licensor considers necessary
or desirable
Section 8. Termination. This Agreement may be terminated by Licensor, for any
reason and in its sole discretion, upon thirty (30) days prior written notice to Licensee; provided,
however, in the event Licensor determines that the public health, safety, or welfare is jeopardized,
or that Licensee is in material breach of this Agreement, Licensor in its sole discretion may provide
written notice to Licensee to immediately suspend Licensee's performance of its obligations under
this Agreement, or terminate this Agreement.
Section 9. Notice. Any notice or other communication required, or which may be
given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered
(i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail,
with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier,
or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed
with a copy sent contemporaneously by first class, certified, registered or express mail, in each
case properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section.
CITY
City Clerk
City of Redlands
35 Cajon Street
PO Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands org
909-798-7631
LICENSEE
Donald Pierce, Area Development Director
Avis Budget Car Rental, LLC
1611 W Vista Way
Vista, CA 92083
don.pierce@avisbudget.com
650-270-4069
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Section. 10. Property Loss and Damage.
A. Neither Licensor nor its agents, employees, successors or assigns shall be liable to
Licensee or any other person or entity for any injury or damage to persons or property resulting
from any reason whatsoever during Licensee's occupation or use of the Parking Places including,
without limitation, fire, explosion, leakage, breakage, noise, dampness, gas, electricity, water, rain
or snow into or from any part of the Property including but not limited to, drains, pipes, duct work,
street, concourse, subsurface, or from any other place or by any other similar or dissimilar cause
of whatsoever nature, unless caused by or due to the negligence or willful misconduct of Licensor,
its agents or employees.
B Neither Licensor nor its agents, employees, successors or assignees shall be liable
to Licensee for any damage or injury to any person or property resulting from any reason
whatsoever during Licensee's occupation or use of the Parking Places including, but not limited
to, misuse or abuse of all or any portion of the Parking Places or from any other cause whatsoever
on the Parking Places unless such damage, injury, use, misuse, or abuse is caused by the negligence
or willful misconduct Licensor, its agents or employees
C Licensee shall indemnify, defend and hold Licensor, its agents, employees,
successors and assigns harmless, including reasonable attorneys' fees and costs, from and against
any and all claims, actions, damages, liability and expense resulting from any reason whatsoever
during Licensee's occupation or use of the Parking Places including, but not limited to, loss of life,
personal injury, bodily injury and/or damage to property arising from or out the occupancy or use
by Licensee of the Parking Places or any part thereof, or occasioned wholly or in part by any act
or omission of Licensee, its agents, contractors, employees, invitees, licensees, or concessionaires,
which includes but is not limited to, any liability, cost or expense from any breach, violation or
nonperformance by Licensee, its agents, contractors, employees, invitees, lessees or
concessionaires of any covenant or provisions of this License. In the event that Licensor, its
agents, employees, successors or assigns shall be made a party to any litigation commenced by or
against Licensee or otherwise, then Licensee shall indemnify, protect, hold harmless and, at
Licensor's option, defend Licensor, and shall pay all actual and reasonable costs, expenses and
reasonable attorney' s fees incurred or paid by Licensor, its agents, employees, successors or
assigns in connection with attorney's fees incurred or paid by Licensor in connection with such
litigation. Licensee shall also pay all actual and reasonable costs, expenses, and reasonable
attorney's fees that may be incurred or paid by Licensor in enforcing the covenants and agreements
in this License.
Section 11. Insurance. Insurance required by this Agreement shall be maintained by
Licensee throughout the term of this License. Licensee shall not perform any work on the Property
unless and until the required insurance fisted below is obtained by Licensee. Licensee shall provide
City with certificates of insurance and endorsements evidencing such insurance prior to Licensee's
entry onto the Properties. Insurance policies shall include a provision prohibiting cancellation or
modification of the policy except upon thirty (30) days prior written notice to City
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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 "B," titled "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 msurance
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. 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
Section 12. Requirements of Law: Fire Insurance
A. Licensee, at its sole expense, shall comply with all laws, orders and regulations or
other requirements of federal, state, county and municipal authorities, and with any direction of
any public officer or officers with respect to the Licensee's use or occupation of the Parking Places.
B Licensee shall not do or permit to be done any act or thing upon the Parking Places,
which will invalidate or be in conflict with fire msurance policies covering the Property and shall
not do or permit to be done any act or thing upon the Parking Places which shall or might subject
Licensor to any liability or responsibility for injury to any person or persons or to the Property by
reason of any business or operation carried on upon the Parking Places or for any other reason,
and Licensee, at its expense, shall comply with all rules, orders, regulations or requirements of the
applicable governmental authority directly related to Licensee's use or occupation of the Parking
Places. Licensee shall not bring or permit to be brought or kept in or on the Parking Places, any
flammable, combustible or explosive fluid, material, chemical or substance
C Notwithstanding any other provisions of this License to the contrary, no Hazardous
Substances shall be brought onto or stored on the Parking Places without Licensor's prior written
consent which may be withheld in the Licensor's discretion. "Hazardous Substances" shall mean
any material or substance that, by its nature or use is now or hereafter defined or classified as
hazardous, toxic, a pollutant or contaminant under any applicable federal, state or local law or
regulation.
Section 13. Liens If, because of any act or omission of Licensee, any lien, charge or
order for the payment of money shall be filed against any portion of the Property, Licensee, at its
own cost and expense shall cause the same to be discharged of record or bonded against within ten
(10) days of the filing thereof unless Licensee shall contest the validity of such lien by appropriate
legal proceedings diligently conducted in good faith and without expense to Licensor, and
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Licensee shall indemnify and save harmless Licensor against and from all costs, liabilities, suits,
penalties, claims and demands, including attorneys' fees, on account thereof. If Licensee shall fail
to cause such hens to be discharged of record or bonded against within the aforesaid ten (10) day
period or shall fail to satisfy such liens within ten (10) days after any judgment in favor of such
lien -holders from which no further appeal might be taken, then Licensor shall have the right to
cause the same to be discharged, and Licensee shall be liable for the entire cost of obtaining such
discharge, plus attorneys' fees and costs and plus interest on such amounts at the rate of eighteen
percent (18%) per annum.
Section 14. Indemnification of Licensor. Licensee, and any subcontractors or agents of
Licensee performing sports court resurfacing and mural application work on the Properties for
Licensee in connection with this Agreement, shall defend, indemnify and hold Licensor free and
harmless from and against all liability, loss, damage, costs or expenses (including attorneys' fees
and court costs) arising from, or as the result of, the death of any person or any personal injury,
accident, claim, loss or damage whatsoever caused to any person or to the property of any person,
or any responsibility or liability resulting from or in any way connected with Licensee's entry onto
the Properties, and/or resurfacing of and mural application to the Courts. Licensee shall be
responsible for ensuring its subcontractors' and agents', if any, compliance with the requirements
of Section 11 Section 11, and the obligations described herein, shall survive the expiration and/or
any earlier termination of the Agreement.
Section 15. Assignment. The license granted by this Agreement is personal to Licensee.
Licensee shall not assign, sublet or transfer its rights under this Agreement except upon the prior
written consent of Licensor, which may be granted or withheld in Licensor's sole discretion. Any
assignment, sublet or transfer or attempted assignment, sublet or transfer of the license granted by
this Agreement without the prior written consent of Licensor may, in the sole discretion of
Licensor, result in the immediate termination of this Agreement.
Section 16. Entire Agreement/Amendment. The making, execution and delivery of this
Agreement by Licensee has not been induced by any representations, statements, warranties or
agreements other than those herein expressed. This Agreement embodies the entire agreement and
understanding of the Parties, and there are no other agreements or understandings, written or oral,
in effect between the Parties relating to the grant of this license. This Agreement may be amended
or modified only by a written instrument signed by the Parties.
Section 17. Partial Invalidity If any section of this License or any part of any section
herein shall be held unlawful, invalid or unenforceable, that part shall be deemed deleted and
without prejudice to the lawfulness, validity and enforceability of the remaining sections and parts
thereof.
Section 18. Choice of Law This License shall be governed by and construed in
accordance with laws of the State of California.
A. Authority The parties hereto represent and warrant that they have the authority and
all requisite approvals to enter into this License. This License shall be binding upon and inure to
the benefit of the palties hereto and their legal representatives, successors and assigns.
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B No Recording Licensee agrees not to record this License or any memorandum or
short form thereof Any such recording shall constitute a default by Licensee under this License,
whereupon Licensor shall be entitled to retain all portions of the License Fee which have been paid
and terminate this License
Section 16 Attorneys' Fees In the event any action is commenced to enforce or
interpret the terms or provisions of this Agreement, the prevailing Party in any such action, in
addition to any costs and other relief granted, shall be entitled to recover its reasonable attorneys'
fees, includmg fees for use of in-house counsel by a Party
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above
AVIS BUDGET CAR RENTAL, LLC
y Paul T Barrch, Mayor By Donald Pierce
Area Development Director
ATTEST
111,
e Donaldson, City Clerk
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EXHIBIT "A"
Depiction of the Parking Places
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EXHIBIT "B"
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
this 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.
AVIS BUDGET RENTAL CAR, LLC
By.
Donald Pierce,
Area Development Director
Date
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