HomeMy WebLinkAboutContracts & Agreements_26-2026PARKING LICENSE AGREEMENT
This PARKING LICENSE AGREEMENT (this "Agreement") is entered into as of the 2nd day
of March, 2026 ("Effective Date"), by and between Town Square Development Group LLC, a Wyoming
limited liability company ("Licensor"), and City of Redlands, California, a municipal corporation organized
and existing under the laws of the state of California ("Licensee").
Recitals
A. WIIEREAS Licensor is the owner of those certain parcels having APNs 0171053030000,
0171251060000, 0171251070000, 0171251080000, 017125090000 and 0171251100000 at 101 W.
Redlands Boulevard and the corner of W. Citrus Avenue & Eureka Street in Redlands, California,
(collectively "the Property"); and
B. WIIEREAS, Licensee has requested that Licensor grant to Licensee the right to use
approximately 520 parking spaces ("Parking Spaces") for the provision of public parking upon the
Property as further identified in the attached Exhibit A; and
C. WHEREAS, Licensor shall agree to grant Licensee permission to use a portion of the
Property subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations of the
parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is mutually agreed as follows:
Operative Provisions
1. License Grant:
(a) Licensor hereby grants to Licensee and Licensee hereby accepts the grant from
Licensor of a temporary, revocable and non-exclusive license to access that portion of the Property as
identified in the attached Exhibit A and incorporated herein by reference ("License Area") for the sole
purpose of the temporary parking of passenger motor vehicles by Licensee and the public ("Permitted
Use") and for no other purpose whatsoever subject to the terms and conditions herein. Neither Licensee
nor Licensee's invitees or guests shall park in any parking spaces that are marked reserved or otherwise
designated for the exclusive use of Licensor or third parties — this restriction shall include, but is not
limited to, that portion of Exhibit A which is identified in blue as Licensor's responsibility.
(b) Licensor reserves the right, at all times, to determine the development of the
building(s) which the License Area surrounds (including the affiliated parking facilities) and shall have
exclusive control and management thereof. Licensor shall have the right to close a portion of the License
Area as necessary, at Licensor's sole discretion, for the development of the Property as a whole. Licensee
acknowledges and accepts that concurrent with this Agreement, Licensor intends to demolish the existing
structures on the Property and develop a new plan which is likely to temporarily impact a portion of the
License Area. Notwithstanding the foregoing, prior to closing or otherwise restricting Licensee's access to
the License Area, Licensor shall (1) provide Licensee with not less than ten (10) days written notice with
the number of days for the closure, and (2) reimburse Licensee for an amount of the Fee, as defined
below, for each day of a closure that results in reduction of parking spaces, based upon the foregoing: A
daily reimbursement amount of Two Dollars ($2.00) per space shall be multiplied by the number of days
each space is closed or restricted to Licensee. The foregoing notwithstanding, under no circumstance shall
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Licensor pay or reimburse Licensee pursuant to this paragraph any amount greater than the Fee as defined
below.
2. Non -Exclusive Nature of License. The license granted herein is subject to existing
rights, leases, and/or encumbrances over the Property and shall only burden the Parking Area. Licensor
specifically reserves the right, from time to time, to grant other licenses, easements, rights and dedications
that Licensor deems necessary or desirable, and to cause the recordation of parcel maps, easement
agreements, and covenants, conditions and restrictions over the Parking Area and the Property.
3. Condition of the Parking Area. Licensee acknowledges that it has inspected the Parking
Area in its present condition, including without limitation, all existing environmental conditions.
Licensee accepts the Parking Area "as is" as suitable for the purposes for which the Parking Area is
licensed and assumes all risk with respect to all present conditions of the Parking Area, whether patent or
latent, including, without limitation, all existing environmental conditions.
4. License Period. This Agreement shall commence upon Effective Date and terminate on
April 22, 2026.
5. Consideration: As consideration for Licensee's use of the License Area, Licensee shall
pay to Licensor a fee (the "Fee") in the amount of Thirty Thousand Dollars ($30,000). The Fee shall be
due and payable within ten (10) days of execution of this Agreement and shall be payable without prior
demand or notice therefore, and without any deduction, recoupment, set off or counterclaim.
The Fee shall be electronically paid to Licensor by Licensee when due, without deduction or offset, in
lawful currency of the United States, using bank information separately provided by Licensor to Licensee,
in writing, or as otherwise determined by an agreement of the Parties.
While electronic payment is required, in the event of any banking complications with Licensee's banking
system that causes a delay, a check shall be accepted if mailed to:
Town Square Development Group LLC
P.O. Box 7538
Redlands, CA 92375-0538
6. Default: If Licensee shall fail to timely pay the Fee when due, or shall otherwise fail to
observe or perform any other terms or condition of this Agreement (and such failure shall remain uncured
for ten (10) business days after written notice from Licensor to Licensee), Licensor shall have the right to
terminate this Agreement, and/or pursue any other rights or remedies available at law or in equity. In the
event of a breach by Licensor, Licensee shall have the right to any and all rights or remedies available at
law or in equity.
7. Indemnification: Commencing on the Effective Date, Licensee shall indemnify, defend,
and hold Licensor, its members, shareholders, managers, directors, officers, and affiliated entities
("Indemnified Parties") harmless from any and all claims, actions, liens, demands, expenses and
judgments for loss, damage or injury to property or persons including reasonable attorneys' fees and costs
resulting or arising by reason of Licensee, its employees, agents, invitees, customers, or guests, occurring
in or about the License Area or elsewhere at the Property that is caused by or in connection with any
violation of this Agreement or use of the Parking Spaces, or any other negligent act or omission of,
Licensee or any of its agents, employees or contractors including, but not limited to, any claims for
violations against the Americans with Disabilities Act ("ADA" ), except to the extent caused by Licensor's
negligence or willful misconduct. Licensee agrees to expressly release the Indemnified Parties from and
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against any and all claims for damage to property or injury to persons except to the extent caused by
Licensor's negligence or willful misconduct.
8. Licensee's Obligations: Licensee shall be responsible for each of the following during the
License Period:
i, all routine janitorial and cleaning servicing of the License Area including, but not
limited to the following: emptying public trash cans, trash and debris removal,
graffiti abatement, and regular cleaning of the parking lot;
ii. maintenance & graffiti management of the parking lot and all structures that are on
the Licensed Area;
iii. security services covering the License Area; and,
iv. obtaining its own insurance, or self-insurance, based on Licensee's determination of
appropriate insurance coverage. If the City obtains insurance covering a loss from
this Agreement, then to the extent available, the City shall name Licensor as an
additional insured.
9. Licensor's Obligations: Licensor shall be responsible for each of the following during the
License Period:
i. landscaping at the Property as applicable;
ii. any applicable utilities to the License Area;
iii, any structural repairs, capital improvements, replacement of improvements,
resurfacing, rehabilitation, or other non -routine or capital work;
iv. solely the following two upgrades as depicted in the attached Exhibit B which is
hereby incorporated by reference:
a. installation of a new concrete curb ramp
b. installation of path to sidewalk
Notwithstanding the obligations herein, Licensee hereby takes possession of the License Area AS -IS with
no further duties or obligations from Licensor.
10. Notices: Unless otherwise provided herein, any notice, correspondence or payment, or
other communication required or permitted to be given hereunder shall be in writing, and shall be
considered effective upon delivery. All such notices will be addressed as set forth below.
To Licensor: Town Square Development LLC
Attn: Veronica Burgess
P.O. Box 8053
Redlands, CA 92375
909-307-3103
To Licensee: City of Redlands
Attn: Chris Boatman
35 Cajon Street
Redlands, CA 92374
11. Restoration of License Area: Licensee shall promptly restore to Licensor's satisfaction and
shall be solely responsible for any damage to the Property directly, or indirectly, resulting from Licensee's
use under this Agreement, but excluding reasonable wear and tear or improvements to the License Area
authorized under this Agreement.
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12. Transfer of Rights: The rights granted herein are limited to Licensee and shall not be
transferred without the express written consent of Licensor, which consent may be withheld in Licensor's
sole and absolute discretion.
13. Authori : Licensee hereby represents and warrants Licensee has the full right and
authority to enter into this Agreement and the person(s) signing this Agreement on behalf of Licensee is
authorized to do so.
14. Agreement Subject to Disclosure Required by Law: This Agreement is subject disclosure
as required by law, including but not limited to requirements of the California Public Records Act (Cal.
Gov. Code 7920.000 et seq.).
15. Acknowledgement of License: The parties recognize that this merely confers a privilege
to Licensee to access the Property. Licensor retains superior rights to the Property including, but not limited
to, all rights not expressly granted to Licensee.
16. Entire Agreement: This Agreement comprises the entire agreement and understanding of
the parties, and all prior negotiations, correspondence, proposals, verbal understandings and other prior
documents are superseded and hereby merged into this Agreement, which shall not be amended or modified
except by a formal written instrument executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the latest
date indicated below.
LICENSOR:
Town Square Development Group LLC,
a Wyoming limited liability company
BY ITS MANAGER:
JUDSON & BROWN, LLC,
a Nevada limited liability company
By:
Name: ance Lenhert
Title: Manager
LICENSEE:
CITY OF REDLANDS
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EXHIBIT A
License Area
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