HomeMy WebLinkAboutContracts & Agreements_201-2022LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS
AND JUAN MORALES DOING BUSINESS AS "THE DOG HOUSE"
This License Agreement ("Agreement") is made and entered this 4th day of October 2022
("Effective Date"), by and between the City of Redlands, a municipal corporation and general law
city ("City"), and Juan Morales, an individual dba "The Dog House" ("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 hot dog food truck commonly known
as "The Dog House", located at the City of Redlands' Corporate Yard, 1270 W. Park Avenue,
("Corporate Yard") and is licensed and permitted to operate in the City of Redlands; and
WHEREAS, City is the owner in fee simple of the Corporate Yard particularly described
in Exhibit "A" attached hereto and incorporated by reference herein; and
WHEREAS, Licensee desires to establish an outdoor dining venue within the Corporate
Yard; 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, non-exclusive license
to operate a hot dog food truck and provide outdoor dining services in connection with the
operation of the hot dog food truck at the Corporate Yard (the "License"). The outdoor dining area
subject to this Agreement consists of approximately three hundred twenty-four (324) square feet
(the "Premises") and is more particularly described in Exhibit "A.
Section 2. Acknowledgment of License and Disclaimer of Tenancy.
A. Licensee acknowledges and agrees that City is the owner of Premises and that
nothing in this License grants to Licensee any rights, 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.
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 this License.
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C. The consideration paid by Licensee pursuant to Section 4 of this Agreement 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 Agreement.
Section 3. Term. The term of this Agreement shall commence on September 20, 2022,
and end on September 30, 2023, unless earlier terminated as provided for herein. Either Party may
terminate this Agreement 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 expense 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 Agreement 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 one thousand
dollars ($1,000) per month.
Section 4. License Fee. Licensee shall pay to City a monthly fee in the sum of four
hundred ($400.00) dollars for use and occupancy of the Premises. All subsequent monthly fee
payments shall be made on or before 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 DWosi . The security deposit shall be retained by City in
compliance with the terms and conditions of this Agreement, 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 Agreement. 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. Licensee shall use the Premises solely for the purpose of outdoor dining associated
with Licensee's operation of its hot dog food truck and no other uses.
B. The hours of operation for the Premises shall be limited to 9:00 a.m. to 4:00 p.m.,
Monday through Friday.
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C. Licensee's use of the Premises shall not jeopardize or endanger the health, welfare,
peace, or safety of persons visiting, residing, working, or conducting business in the surrounding
area.
D. During the term of this License, Licensee shall comply with all applicable federal,
state, and local laws, and all applicable rules and regulations established by City.
E. Licensee shall require all customers to vacate the Premises upon closure of its
outdoor dining area at 4:00 p.m.
F. Licensee shall not serve alcohol on the Premises.
G. 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.
H. 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.
I. 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 Condition. Licensee accepts the Premises in its "as -is" condition as
of the Effective Date of this Agreement, 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
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. 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 Licensee's negligent acts or omissions, and willful
misconduct of Licensee, and its contractors, agents, employees, guests and invitees arising from
Licensee's occupation and use of the Premises or the improvements and equipment thereon during
the tern of this Agreement. This section shall survive any termination of this Agreement.
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Section 10. Public Liability and Property Damage Insurance; Workers' Compensation
Insurance. Licensee shall maintain at its own cost for the term of this Agreement, public liability
and property damage insurance in the amount of one million dollars ($1,000,000) per occurrence
and two million dollars ($2,000,000) in the aggregate, issued by an insurance company acceptable
to City. 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 Premises. 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 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.
Licensee shall procure and maintain Worker's Compensation Insurance in such amount as
will fully comply with the laws of the State of California, and which shall indemnify, insure and
provide legal defense for both Licensee and City against any loss, claim or damage arising from
injuries or occupational diseases happening to any worker employed by Licensee in, at or about
the Premises.
Section 11. Assignment Prohibited. Licensee shall not encumber, assign, sublease or
otherwise transfer this Agreement, 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 Agreement and may, at the sole discretion of City,
result in the immediate termination of this Agreement.
Section 12. Attorneys' 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. Notices. 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 filly prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
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CITY: _ LICENSEE:
City Clerk Juan Morales dba
The Dog House
Cif of Redlands 817 South Lyon A
35 Can Street Hemet, CA 9_2543
P.O. Box 3005 (mailing) Juansr626cbvahoo.i
CA 92373 951-807-1297
909-798-7531
Section 14. 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 15. 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 falfill its requirements as specified herein.
Section 16. 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.
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.
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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.
D. The Parties acknowledge and agree that Licensee's failure to perform or comply
with any covenant, condition or agreement in this License may be of such a one-time nature that
such a Default is not subject to cure (e.g. Licensee's failure on a given day to abide by the hours
of operation permitted by this License) (a "One -Time Default"). In such an event, City shall
provide written notice to Licensee within five (5) business days of City's knowledge and
determination of the occurrence of a One -Time Default. City's provision to Licensee of three such
One -Time Default notices during the term of this License for Licensee's failure to perform or
comply with the same (or similar) covenant, condition or agreement contained in this License shall
constitute a breach by Licensee of this License.
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.
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 Agreement is held invalid
or unenforceable for any reason by a court of competent jurisdiction, this Agreement shall
otherwise remain in full force and effect and shall be construed in all respects as if such invalid or
unenforceable provision was omitted.
[Signatures on Next Page]
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Executed on the 4th day of October 2422, at Redlands, California
CITY OF REDLANDS
By:'
Paul T. Barich, Mayor
ATTEST:
ne Donaldson, City Clerk
THE DOG HOUSE
By,:
, AVvt- �L, � ev,
' 4IT"ifTaorales, Owner
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Exhibit "All
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