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HomeMy WebLinkAboutContracts & Agreements_44-2026PARKING LICENSE AGREEMENT This PARKING LICENSE AGREEMENT (this "Agreement") is entered into as of the 7" day of April, 2026, 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"). Licensor and Licensee may be referred to individually as a "Party" or collectively as the "Parties." Recitals A. WHEREAS 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. WHEREAS, 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, Licensee and Licensor entered into a short-term license agreement for the Parking Spaces, dated on or about February 23, 2026 (the "Short -Term License"), and this Agreement is intended to supersede and extinguish the Short -Term License; and, D. 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, TITEREFORE, 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 L 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 each Monthly Fee, as defined below, for each day of a closure that results in reduction of parking spaces, based upon the foregoing: For each month when a closure is in effect, the daily reimbursement amount of $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 Licensor pay or reimburse Licensee pursuant to this paragraph any amount greater than the Monthly Fee as defined below. (c) This Agreement shall be effective or the date set forth above, April 23, 2026 (the "Effective Date"); provided, however, that if either Party gives written notice prior to the Effective Date of an intent to cancel this Agreement (a "Cancellation Notice"), then this Agreement shall not go into effect and shall be deemed cancelled. In the event of a Cancellation Notice, the Short -Term License shall remain in effect unless and until it is terminated in accordance with the provisions set forth therein. 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 1temolAgrnnmentsMT n Square Development Long Parking Ayreemenl rY2526-I46doex 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 the termination of the Short -Term License and expire on April 7, 2029 ("License Period"), provided, however, that Licensee shall have the right to terminate this Agreement with seven (7) days' written notice. Upon the date of termination, the Licensee shall be entitled to reimbursement from Licensor a pro rate amount of the Monthly Fee, determined as follows: the daily amount of the Monthly Fee ($29,084) shall be multiplied by the number of days from the date of termination to the end of the then current month. In the event Licensee remains in possession of the Licensed Area at expiration of the License Period, unless notice of termination has been provided by either Party, this Agreement shall continue on a month-toanonth basis until terminated by either Party upon thirty (30) days' prior written notice to the other Party. 5. Consideration: As consideration for Licensee's use of the License Area, Licensee shall pay to Licensor a monthly fee (the "Monthly Fee") in the amount of $29,084. The Monthly 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 Monthly 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 Monthly 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 against any and all claims for damage to property or injury to persons except to the extent caused by Licenser'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. 2 I:bmo�gieements\Town Sgnav Development Long Parking Agreement PY2526-146.doex 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: City Cleric 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. 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. Authority: Licensee hereby represents and warrants Licensee has the full right and authority to enter into this Agreement and the person(s) suing 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. 17. 'Termination of Short -Perm License: Upon the Effective Date of this Agreement, the parties agree that the Short -Term License shall terminate and the parties rights and obligations with respect to the Licensed Area shall be governed by this Agreement; provided, however, that termination of the Short -Term License shall not extinguish any rights or obligations that incurred under the Short -'Perm License. [SIGNATURES ON FOLLOWING PAGE] 3 1'.\emo\Agmemen1s\Town Square Developmout Long Parking Agreement PY2526-146.doex IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the latest date indicated below, LICENSOR: LICENSEE: Town Square Development Group LLC, CITY OF REDLANDS a Wyoming limited liability company BY ITS MANAGER: By:�7*�g JUDSON & BROWN, LLC, Name: 6IY1O AU O a Nevada limited ' lity comp i Title; NA&Is p� J By: Name; enhert Title: Manager ATTEST: t9lle Donaldson, City Clerk 1AcmoUgreements\Town Square Development Long Parking Agreement FY2526-146_doex EXHIBIT A License Area W Rorlianrlc filvrl Ir 5 1 lcmo\AgreemerusVTnvm Square Development Long Parking Agreement FY2526-146.docx EXHIBIT B Licensor's sole responsibilities I krnG\A9reemen5s\Town Square Development Long Parking Agreement FY2526446_doea