HomeMy WebLinkAboutContracts & Agreements_59-2023LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS
AND RANDY NORDGREN DOING BUSINESS AS "DAWG SOCIAL, LLC"
This License Agreement ("License") is made and entered this 18th day of April, 2023
("Effective Date"), by and between the City of Redlands, a municipal corporation and general law
city ("City"), and Randy Nordgren, an individual, dba "Dawg Social, LLC" ("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. food cart in the City of Redlands; and
WHEREAS, City is the owner in fee simple of the City Hall Complex located at 35 Cajon
St., Redlands, CA 92373 (the "Property"); and
WHEREAS, Licensee desires to provide its customers with an outdoor dining venue on a
portion of the City Hall Complex property; 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 Property 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 license (the "License")'to
provide outdoor dining services within a portion of the Property in connection with the operation
of Licensee's food cart. The outdoor dining area subject to this License consists of approximately
one thousand four hundred (1,400) square feet and is more particularly described in Exhibit "A,"
(the "Premises"), 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 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 the License.
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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. Term. The term of this License shall commence on May 1, 2023, and end
on May 1, 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 notice termination date. Upon termination or expiration of this License, and upon
request of City, Licensee shall remove, as requested by City, 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 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 four hundred dollars ($400) per month.
Section 4. License Fee. Licensee shall pay to City a monthly fee in the sum of two
hundred dollars ($200.00) for use and occupancy of the Premises for the first six months of the
term. The Licensee shall pay to City a monthly fee in the sum of four hundred dollars ($400.00)
for the use and occupancy of the Premises for the remaining six months of the term. The initial
monthly fee payment shall be paid to City prior to May 1, 2023. 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. The security deposit presently held by City in the amount
of one thousand dollars ($1,000) 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. Use of the premises shall be non-exclusive, as the seating in the area is used and
enjoyed by all patrons of the downtown area.
B. Licensee shall use the Premises solely for the purpose of outdoor dining associated
with Licensee's operation of its food cart and for no other uses.
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C. During the term of this License, City shall retain the right to cause the closure of
the Premises for up to three (3) events per calendar year, with ninety (90) days prior written notice
given to the Licensee of each such event.
D. The hours of operation for the Premises shall be limited to 10:00 a.m. to 10:00 p.m.,
Monday through Sunday.
E. 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.
G. Licensee shall obtain a city business license and all necessary permits for its
operations, including but not limited to a permit from the San Bernardino County Department of
Environmental Health Services as may be required for food preparation and sales.
H. Licensee shall designate an attendee to monitor the Premises between 10:00 a.m.
and 10:00 p.m. to ensure security and maintenance of the Premises in accordance with this
License.
1. 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.
J. 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.
K. 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 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
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.
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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. 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 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 or equipment thereon, during
the term of this License. This section shall survive any termination of this License.
Section 11. Public Liability and Property Damage Insurance; Worker's Compensation
Insurance. Licensee shall maintain at its own cost for the term of this License, 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 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. Attorneys' 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
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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
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:
Randy Nordgren, Owner
dba Dawg Social, LLC
1413 Padua Avenue
Redlands, CA 92374
randynordgren@gmail.com
949-3 50-4248
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 Property, the Premises, or 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 the Property, the 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.
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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.
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 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.
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Executed on the 18th day of April, 2023, at Redlands, California
CITY OF
ddie Tejeda, Mayo
ATTEST:
ne Donaldson, City Clerk
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DAWG SOCIAL, LLC
Randy Nordgren, Owner
EXHIBIT "A"
City Hall
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