HomeMy WebLinkAboutContracts & Agreements_138-2022LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS
AND GARY'S AUTO SALES INCORPORATED
This License Agreement ("License") is made and entered this 5th day of July, 2022
("Effective Date"), by and between the City of Redlands, a municipal corporation and general law
city ("City"), and Fix Auto Redlands, a California stock corporation ("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 an autobody repair business located at
1976 Essex Court in the city of Redlands; and
WHEREAS, City is the owner in fee simple of the City of Redlands Corporate Yard
("Yard") located at 1270 W. Park Ave. and 1301 W. Redlands Blvd., Redlands, CA 92373 and
particularly described in Exhibit "A" attached hereto and incorporated by reference herein; and
WHEREAS, Licensee desires to provide its customers with an auto storage venue within
the Yard; and
WHEREAS, City and Licensee desire to enter into this new License to set forth terms and
conditions under which City will license a portion of the Yard to Licensee; and
WHEREAS, City and Licensee desire to cooperate to further the above -stated purpose in
a way compatible with the public interest.
NOW, THEREFORE, in consideration of the mutual promises contained herein, City and
Licensee agree as follows:
AGREEMENT
Section 1. Premises. City hereby grants to Licensee a revocable, nonexclusive license
to provide auto storage services within City's Yard in connection with the operation of Licensee's
autobody repair business located at 1976 Essex Court (the "License"). The auto storage area
subject to this License consists of approximately twenty thousand nine hundred and twenty three
(20,923) square feet located at 1270 W. Park Ave. and 1301 W. Redlands Blvd., Redlands, CA
92373 (the "Premises") and is more particularly described in Exhibit "A," which is attached hereto
and incorporated herein by this reference.
Section 2. Acknowledgment of License and Disclaimer of Tenancy.
A. Licensee acknowledges and agrees that City is the owner of the Premises and that
nothing in this License grants to Licensee any right, title or interest in the Premises, except for the
revocable, non-exclusive right to use the Premises as provided in this License. Licensee is not a
tenant or lessee of City and holds no rights of tenancy or leasehold in relation to the Premises.
1
L:\calAgreemcnts\Fix Auto Redlands License Agreement.FY21-0137.docx.jn
B. In consideration of City's grant of this License, Licensee specifically and expressly
waives, releases, and relinquishes any and all rights to assert any claim of right, privilege or interest
in the Premises other than the rights expressly granted by the License.
C. The consideration paid by Licensee pursuant to Section 4 of this License is
consistent with the value of the rights comprising the License privilege; the consideration is not
consistent with the higher market value for a greater right, privilege or interest (such as a lease) in
the Premises.
D. Licensee further acknowledges and agrees that without the representations and
agreements set forth herein, City would not enter into this License.
Section 3. Tenn. The teen of this License shall commence on July 5, 2022, and end
on July 5, 2024, unless earlier terminated as provided for herein. Either Party may terminate this
License by providing written notice of such termination to the other Party at least thirty (30) days
prior to the noticed termination date. Upon termination or expiration of this License, and upon
request of Licensor, Licensee shall remove, as requested by Licensor, any improvements, fixtures,
equipment and other personal property placed upon the Premises by Licensee. The cost and
expenses of such removal, together with the repair of any damage occasioned thereby, will be
borne solely by the Licensee. If Licensee remains in possession of the Premises after expiration
or earlier termination of this License without City's written consent, Licensee's continued
occupancy of the Premises shall be equivalent to a tenancy at sufferance and Licensee shall pay
an increased License fee during the holdover period in the sum of two thousand dollars ($2,000)
per month.
Section 4, License Fee. Licensee shall pay to City a monthly fee in the sum of two
thousand dollars ($2,000) for use and occupancy of the Premises. The initial monthly fee payment
shall be paid to City prior to July 28, 2022. All subsequent monthly fee payments shall be made
prior to the second day of each month for which the fee is then due. All payments are to be made
payable to the City of Redlands, Finance Department/Revenue Division, P.O. Box 3005, Redlands,
California, 92373. A late fee of fifty dollars ($50) shall be added and due for any fee payment
made after the tenth day of the month.
Section 5. Security Deposit. A security deposit shall be paid to the City in the amount
of two thousand dollars ($2,000) and shall be retained by City to secure compliance with the terms
and conditions of this License, and shall be refunded to Licensee within thirty (30) days after the
Premises have been vacated by Licensee, less any amounts reasonably necessary to pay City for,
(i) cleaning costs, (ii) cost for repair or damages to the Premises exclusive of ordinary wear and
tear, and (iii) any other amount legally allowable under the provisions of this License. A written
accounting of said costs and damages shall be presented to Licensee within ten (10) days of the
Premises being vacated. If the security deposit is insufficient to pay City for such costs and
damages, Licensee shall immediately pay any additional costs for damages demanded by City.
Section 6. Use of Premises,
A. The Premises shall be used by Licensee solely for the purpose of auto storage
associated with Licensee's operation of its auto sales business and no other uses.
2
G\ca\Agreements \Fix Auto Redlands License Agreement.FY21-0I37.docx.jn
B. The hours of operation for the Premises shall be limited to 8:00 a.m. to 5:00 p.m.,
Monday through Friday.
C. Licensee's use of the Premises shall not jeopardize or endanger the health, welfare,
peace, or safety of persons visiting, residing, working, visiting or conducting business in the
surrounding area.
D. During the term of this License, Licensee shall use the Premises in compliance with
all applicable federal, state, and local laws, and all applicable rules and regulations established by
City including, but not limited to, City's Municipal Code provisions governing City owned
property, and compliance with the annual City business license tax.
E. Licensee shall not perform any auto repairs, wash down/detailing activities or
work of any kind on the Premises.
F. Licensee shall secure entry gate to the Premises to the satisfaction of the City.
G. Licensee shall require all customers to vacate the Premises upon closure of its auto
storage business at 5:00 p.m.
H. Licensee shall be responsible for ensuring that all gates leading in and out of leased
area remained locked at all times when not directly in use.
J. Licensee's operation of the Premises shall not result in nuisance activities within
the Premises or in close proximity of the Premises, including but not limited to disturbance of the
peace, illegal drug activity, public drunkenness, drinking in public, harassment of passersby,
gambling, prostitution, sale of stolen goods, public urination, theft, assaults, batteries, acts of
vandalism, littering, loitering, graffiti, illegal parking, excessive loud noises especially in the late
night or early morning hours, traffic violations, curfew violations, lewd conduct, or police
detentions and arrests.
K. Licensee shall ensure that the Premises' upkeep and operating characteristics are
compatible with, and will not adversely affect, the livability or appropriate development of
abutting properties and the surrounding neighborhood.
L. Licensee hereby grants City immediate access to the Premises in the event of an
emergency; which is defined as any incident that threaten loss of life or property, interruptions of
public utilities, disaster, war, acts of terrorism, strikes or similar emergencies.
Section 7. As -Is Conditions. Licensee accepts the Premises in its "as -is" condition as
of the Effective Date of this License, without any warranty, express or implied.
Section 8. Maintenance of Premises. Licensee shall be responsible for maintaining the
Premises in a clean and orderly state. Any damage to the Premises incurred due to Licensee's use
of the Premises shall be the sole responsibility of Licensee. City shall have the right to enter the
Premises, at reasonable times, for inspection and maintenance purposes. Should an inspection by
3
L:\ca\Agreements\Fix Auto Redlands License Agreement.FY21-0137.docxjn
City disclose the need for maintenance or repairs, City shall provide Licensee with written notice
of the items requiring repair or maintenance. If action is not taken on such items by Licensee
within five (5) days from the provision of such notice, City may enter the Premises and take
whatever action is necessary to perform such maintenance or repairs at Licensee's expense.
Section 9. Improvements. Licensee shall not construct any fencing or improvements
to the Premises without the prior written consent of City. All proposals for improvements to the
Premises shall be submitted in writing to City for its consideration and prior written approval.
Licensee shall have the right to remove all improvements made to the Premises by Licensee,
provided such removal results in no damage to the Premises. Improvements not removed by
Licensee shall, on expiration or earlier termination of this License, become the property of City.
Lighting may be incorporated in such a way to prevent glare onto, or direct illumination of any
adjacent properties. Improvements shall be placed only within the location shown in Exhibit "A."
Licensee shall cause the improvements to be constructed, rehabilitated or installed in compliance
with applicable laws, including federal, state, and local laws and regulations.
Section 10. Indemnity. Licensee shall indemnify, defend and protect and hold City, and
its elected and appointed officials and employees, agents and volunteers harmless from and against
all claims, causes of action, damages, losses, liabilities, cost and expenses (including without
limitation, reasonable attomey's fees and consultant fees and costs) caused by or arising in
connection with the use of the Premises and entry onto the Premises by Licensee and/or its
employees and customers, invitees, agents and representatives. Licensee's indemnification and
defense obligations pursuant to the foregoing shall apply, without limitation to: (1) personal
injury, property damage or destruction and nuisance; (ii) contamination of the Premises; (iii) any
liens, demands, actions or suits arising from the use of the Premises; and (iv) any costs of
enforcement of any provision of this Agreement. This section shall survive any termination of this
License.
Section 11. Public Liability and Property Damage Insurance; Worker's Compensation
Insurance. Licensee shall procure and maintain for the duration of this Agreement insurance
against claims for injuries to persons or damages to property which may arise from or in connection
with the performance of the activities hereunder and the results of that activity by Licensee, its
agents, representatives, employees or subcontractors.
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate
limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if
Licensee has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit
no less than $1,000,000 per accident for bodily injury and property damage.
4
L:\ca\Agreements\Fix Auto Redlands License Agreement.FY21-0137.docx,jn
3. Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for
bodily injury or disease.
4. Garage Keepers Legal Liability: Insurance appropriates to the Licensee's profession,
with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
If Licensee maintains broader coverage and/or higher limits than the minimums shown above, the
City requires and shall be entitled to the broader coverage and/or the higher limits maintained by
the Licensee. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds
on the CGL policy with respect to liability arising out of the activities or operations performed by
or on behalf of the Licensee including materials, parts, or equipment furnished in connection with
such work or operations. General liability coverage can be provided in the fonn of an endorsement
to the Licensee's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available,
through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later
edition is used).
Primary Coverage
For any claims related to this Agreement, the Licensee's insurance coverage shall be primary
coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials,
employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers shall be excess of the Licensee's insurance and shall not
contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except
with notice to the Entity.
Waiver of Subrogation
Licensee hereby grants to City a waiver of any right to subrogation which any insurer of said
Licensee may acquire against the City by virtue of the payment of any loss under such
insurance. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver
of subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may require the
Licensee to purchase coverage with a lower retention or provide proof of ability to pay losses and
related investigations, claim administration, and defense expenses within the retention. The policy
5
L\ca\Agreements \Fix Auto Redlands License Agreement.FY21-0137.docx.jn
language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied
by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity.
Claims Made Policies (note — should be applicable only to professional liability, see below)
If any of the required policies provide claims -made coverage:
1. The Retroactive Date must be shown, and must be before the date of the Agreement or
the beginning of activities under the Agreement.
2. Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the Agreement activities.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made
policy form with a Retroactive Date prior to the Agreement's effective date, the
Licensee must purchase "extended reporting" coverage for a minimum of five (5) years
after completion of the Agreement activities.
Verification of Coverage
Licensee shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage required
by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Licensee's obligation to provide
them. The City reserves the right to require complete, certified copies of all required insurance
policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
Section 12. Assignment Prohibited. Licensee shall not encumber, assign, sublease or
otherwise transfer this License, or any right or interest therein, without the prior written consent
of City. Any such encumbrance, assignment, sublease or transfer without such prior consent and
approval of City shall constitute a breach of this License and may, at the sole discretion of City,
result in the immediate termination of this License.
Section 13. Attomeys' Fees. In the event any action is commenced to enforce or
interpret the terms or conditions of this License, 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 14. Notices. Any notice or other communication required, or which may be
given, pursuant to this License, shall be in writing. Any such notice shall be deemed delivered (i)
on the day of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
6
L:\ca\Agreements\Pix Auto Redlands License Agreement.PY21-0137,docxjn
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 email 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 of in accordance with this section:
CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonadlson@cityofredlands.org
(909) 798-7531
LICENSEE:
Fix Auto Redlands
Maureen Holmes, CEO
1976 Essex Court
Redlands, CA 92373
Maureen.holmes@fixautousa.com
909-307-1077
Section 15. Entire Agreement/Amendment. This License 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 License shall be in writing and executed by the Parties.
Section 16. Termination. City shall have the right to terminate this License, with or
without cause, upon thirty (30) days prior written notice to Licensee. City shall have no liability
for any claims or damages resulting to Licensee as a result of any exercise by City of its right to
terminate this License. This License may be terminated at the discretion of City should Licensee
fail to fulfill its requirements as specified herein.
Section 17. Hazardous Materials. Licensee agrees that it will not allow or permit the
use, storage, disposal or release on or about the Premises other improvements thereon of any
Hazardous Materials by its officers, agents, contractors, employees, guest or invitees. As used
herein, "Hazardous Materials" means any flammable explosives, radioactive materials, asbestos,
PCB's, hazardous waste, toxic substances or any other "hazardous substances," "hazardous
materials" or "toxic substances" as defined in any present or future federal, state or local law
applicable to Premises or the improvements thereon, and the rules and regulations adopted or
promulgated under or pursuant to the foregoing laws.
Section 18. Breach and Default by Licensee.
A. All covenants and agreements contained in this License are declared to be
conditions of this License, and to the term for which the Premises are licensed to Licensee.
B. Should Licensee fail to perform or comply with any covenant, condition or
agreement contained in this License (a "Default"), which by its nature is reasonably and practically
subject to cure, and the Default is not cured within fifteen (15) days after written notice of the
Default is served on Licensee by City, then Licensee shall be in breach of this License.
7
L:\ca\Agreements\Fix Auto Redlands License Agreement.FY21-0I 37.docx.jn
C. If the default is one which the Parties determine requires more than fifteen (15)
days to cure, Licensee commence action to cure within such fifteen (15) days and prosecute such
cure diligently until completion within a reasonable time. Licensee's failure to complete such cure
within a reasonable time shall also constitute a default by Licensee.
Section 19. Amendment; Waiver. No term or provision of this License may be
amended, altered, modified or waived orally or by course of conduct, but only by an instrument in
writing signed by a duly authorized officer or representative of each Party. No waiver by either
Party of any provision of this License, or waiver of any breach of this License, shall be deemed to
be a waiver of any other provision of this License, or of any subsequent breach by either Party of
the same or any other provision of this License.
Section 20. Governing Law; Venue. This License is to be governed by and construed in
accordance with the laws of the State of California, without regard to the principles of conflicts of
laws. Any action by a party to this Agreement to enforce or interpret the terms hereof shall be
maintained in the courts in San Bernardino County and the federal courts in Riverside County.
Section 21. Attorneys' Fees. If either Party to this License brings an action to enforce
the terms hereof or declare rights hereunder, the prevailing party in such action, on trial or appeal,
shall be entitled to reasonable attorneys' fees to be paid by the non -prevailing party as fixed by the
court.
Section. 22. Counterparts. This License Agreement may be executed in counterparts,
each of which is an original but all of which together constitute but one and the same instrument.
Section 23. Severability. If any particular provision of this License is held invalid or
unenforceable for any reason by a court of competent jurisdiction, this License shall otherwise
remain in full force and effect and shall be construed in all respects as if such invalid or
unenforceable provision was omitted.
Executed on the 5th day of July, 2022, at Redlands, California
?MF4DLANDS
Paul T. Barich, Mayor
ATTEST:
nne Donaldson, City Clerk
8
L:lealAgreements\Fix Auto Redlands License Agreement.FY21-0137.docx.jn
FIX AUTO REDLANDS
EXHIBIT "A"
Legal Description: APN 0292-184-18-0000 and a portion of APN 0292-184-05-0000.
The addresses of the parcels are 1341 W. Redlands Boulevard and portion of 1301 W.
Redlands Boulevard.
Depicted as:
9
L:\ca\Agreements\Fix Auto Redlands License Agreernent,FY2I-0137.docx.jn