HomeMy WebLinkAboutContracts & Agreements_55-2026LICENSE AGREEMENT BY AND BETWEEN
THE CITY OF REDLANDS AND THE
REDLANDS HISTORICAL MUSEUM ASSOCIATION
This License Agreement ("License") is made and entered in this 21" day of April, 2026
("Effective Date"), by and between the City of Redlands, a municipal corporation and general
law city ("City"), and the Redlands Historical Museum Association, a California nonprofit public
benefit corporation ("Licensee" or "RHMA"). City and Licensee are sometimes individually
referred to herein as a "Party" and, together, as the "Parties."
RECITALS
WHEREAS, Licensee transferred to City property located at 1 North Center Street,
Redlands, CA 92373, including a 24,000 square foot building and other improvements, including
a store and event pavilion (the "Property") to be operated as the Museum of Redlands as
particularly described in Exhibit "A," titled "Museum Site Plan;" and
WHEREAS, the Parties are committed to promoting public understanding of and support
for the Museum; and
WHEREAS, Licensee desires to have use of certain areas of the Museum to further its
mission and to financially support Museum operations; and
WHEREAS, City and Licensee desire to enter into this License to set forth the terms and
conditions under which the City will permit use of portions 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 City's operations of the Museum in service of the public interest.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
and Licensee agree as follows:
AGREEMENT
Section 1. Premises. City hereby grants to Licensee a license to use the store area and event
pavilion located at the Museum ("Premises") as more particularly described in Exhibits `B," and
"C," titled "Store Area Plan" and "Event Pavilion Plan," respectively, which is attached hereto
and incorporated herein by this reference. The Premises shall be used in connection with the
activities described herein. This License is exclusive with respect to the store area, and non-
exclusive with respect to the event pavilion. City shall continue to control the Property,
including, without limitation, the right to issue additional permits and licenses so long as they do
not conflict with this license.
Section 2. Acknowledgment of License and Disclaimer of Tenancy.
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, exclusive right to use and operate the store area and the
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revocable, non-exclusive right to use the event pavilion 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.
2. 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 revocable rights expressly granted
by this License. - -
3. 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 the Effective Date and
continue for a period of twenty (20) years, unless terminated earlier as provided herein.
Section 4. License Fee. The use of the Premises by Licensee shall be at no cost to Licensee.
The Parties acknowledge that the use and operation of the store area and event pavilion under
this License will be performed by Licensee at no cost to the City. All net revenues from the
operation of the store and event pavilion shall be utilized as set forth herein and the Real Estate
Transfer Agreement approved on June 17, 2025. In order to maintain this License, Licensee shall
provide a net financial benefit to City of at least $5,000 per calendar year. Licensee shall provide
to City, within thirty (30) days following the end of each calendar year, a written financial report
in a form reasonably acceptable to City summarizing the net financial benefit provided to the
Property, along with supporting documentation upon request to verify compliance with the
minimum annual requirement.
Section 5. Use of Premises.
A. Store Area
L Licensee is permitted exclusive use and operation of the store area and non-exclusive
use of the front desk, surrounding lobby area, and Will J. Reid Library described in
Exhibit `B" attached hereto and incorporated by reference herein. Licensee's use of
the store area shall be for the sole purpose of selling merchandise for the sole benefit
of the Museum.
2. The store area shall be operated only by R14NIA volunteers or a City contractor, which
costs shall be paid by Licensee under a separate funding agreement with City.
3. Library Director may object and cause the removal of merchandise within store area if
it is determined that such merchandise is detrimental to the health, safety, or welfare of
the public or City. Pre -packaged food and/or non-alcoholic beverages may be sold in
the store area with prior written approval of the Library Director and with a valid San
Bernardino County Health Permit.
4. Licensee shall stock the store area with merchandise at its sole cost and expense.
Licensee shall be solely responsible for securing the merchandise from theft, damage
or vandalism. The City shall not be liable for any stolen or damaged merchandise. In
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the event of termination of the License, Licensee shall retain ownership of any unsold
merchandise.
The hours of operation for the store area shall align with Museum operating hours. The
store area shall not be operated outside of Museum operating hours, unless Licensee
obtains a permit for a special event in the Museum, and in that case, the store area may
be operated during the special event with the approval of the Library Director.
6. A City employee must be present during the operating hours of the store area.
B. Event Pavilion
1. Licensee is permitted non-exclusive use of the event pavilion area. Licensee is
permitted to use the adjacent outdoor areas (loggia), Rochford Family Building
interior restrooms, kitchen, green room, and southwest vehicular ramp, ancillary to its
use of the event pavilion as described in Exhibit C.
2. Licensee shall operate the event pavilion, performing specific tasks, including but not
limited to: addressing booking inquiries, booking events for RHMA, and third party
events, the completion of rental applications, insurance, collection of rental fees for
third party renters, and ensuring compliance with all City requirements for facility
rentals consistent with City policies, regulations and ordinances.
3. Licensee shall not be required to pay a rental fee to the City for use of the event
pavilion. However, the net revenue from Licensee's use of the event pavilion shall be
paid to City as directed by the City. Licensee's events shall be subject to this Section B
and consistent with City policies, regulations and ordinances, including insurance.
4. Licensee may also schedule events by third parties, including payment of rental fees
and consistent with all City requirements for facility rentals and consistent with City
policies, regulations and ordinances, including insurance.
5. City and RHMA shall maintain a central booking calendar. All events scheduled in the
event pavilion must be approved by the Library Director prior to booking the event,
which approval shall not be unreasonably withheld.
6. The event pavilion shall be operated only by City stag', RHMA volunteers or City
contractor(s) which costs shall be paid by Licensee under a separate funding
agreement with City.
7. Licensee shall be responsible for staging and breakdown of rental events including
post -event cleaning. All costs associated with holding RHMA events at the event
pavilion shall be at the sole cost of Licensee. No city staff shall be used for rental
events.
8. A City employee must be present during all events in the event pavilion and Licensee
shall be responsible for associated overtime costs, if any.
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9. Noise levels for indoor and outdoor events shall not exceed those applicable limits
pursuant to the Redlands Municipal Code.
10. Event pavilion capacity shall not exceed the maximum occupancy requirements as
determined by the Redlands Fire Marshal.
11. Events shall not conflict with Museum operations and shall be coordinated with the
Library Director at least thirty (30) days in advance.
12. An event which includes 200 attendees or greater shall be considered a "Large Event."
Large Events shall be subject to the following additional conditions:
a) An event plan shall be submitted for events of 200 or more attendees. Such plan
shall include, but not be limited to, a description of any plans for offsite parking
and security, and any other information requested by City.
b) The event plan shall be submitted no later than 60 days in advance of the event,
and a decision shall be rendered by City within 30 days of submittal of application
approving or denying the event in the event pavilion.
c) In no case shall an event located within the event pavilion exceed the maximum
occupancy allowed in the event pavilion as determined by the Redlands Fire
Marshal.
13. Licensee shall obtain any applicable local, county, and state permits for its events and
shall indemnify, defend and hold harmless City, and its officers, officials, employees
and agents for failure to obtain any required permits or to operate the event pavilion
contrary to federal, state, county and local regulations and laws.
14. Licensee is prohibited from using the following in the event pavilion or adjacent
outdoor areas: open flames or candles (battery -operated alternatives are allowed), and
pyrotechnics. Space heaters are permitted upon approval by the Redlands Fire
Marshal.
15. Licensee may serve alcohol at an approved event in the event pavilion with the prior
written approval of the Library Director and in accordance with City rules, insurance
requirements and applicable ABC regulations.
16. City shall utilize the event pavilion for City/Library-sponsored events. Licensee shall
coordinate use of the event pavilion to ensure that RHMA-events do not conflict with
City events.
Section 6. RHMA Volunteers. Licensee may assign City -approved volunteers or City
contractor(s), which costs shall be paid by Licensee under a separate funding agreement with
City to the Premises to assist Licensee in operating the store area and the event pavilion under
the following conditions:
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A. Licensee shall supervise and control all volunteers or contractors while on the
Premises. Under no circumstances shall Licensee or its volunteers or contractors
direct or interfere with the work performed by city employees in the Museum.
B. Licensee's volunteers or contractors shall only be assigned to the store area and the
event pavilion and no other area in the Museum.
C. Licensee shall confer with the Library Director to establish reporting mechanisms for
incidents involving its volunteers. Communication protocols shall be developed to
address issues or updates regarding volunteers.
D. City shall approve all volunteers and contractors assigned to the Premises, and require
background checks for all Licensee's volunteers and contractors assigned to work on
the Premises in accordance with City policy.
) . Conflicts between Licensee's volunteers/contractors and city employees shall be
resolved by the City Manager or his/her designee, which decision shall be final.
Section 7. Maintenance of Premises. Licensee shall maintain the Premises in a clean and
orderly state. Any damage caused by Licensee's use of the Premises shall be repaired at
Licensee's expense. The City shall retain the right to inspect the Premises and provide written
notice of any required repairs or maintenance. Failure to act within fifteen (15) days of such
notice shall result in the City performing the necessary work at Licensee's expense.
Section 8. 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, volunteers, employees, guests, agents and invitees
arising from Licensee's occupation and use of the Premises or while on the Property, and the
improvements or equipment thereon, during the term of this License. City shall indemnify and
hold harmless Licensee from and against any and all claims, causes of action, damages and
liability resulting solely from City's negligent acts or omissions and willful misconduct and those
of its employees and agents during the term of this License. This section shall survive any
termination of this License.
Section 9. Public Liability and Property Damage Insurance. Licensee shall maintain at its
own cost for the term of this License, public liability and property damage insurance in the
amount of two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000)
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
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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, if applicable, 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 10. Assignment Prohibited. Licensee shall not encumber, assign, sublease, or
otherwise transfer this License, or any right or interest therein, without City Council approval.
Any attempt to do so shall be null and void. Any encumbrance, assignment, sublease, or transfer
of this License shall constitute a breach of this License and may, at the sole discretion of City,
result in the immediate termination of this License.
Section H. 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 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 12. 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:
LICENSEE:
City Clerk Redlands Historical Museum Association
City of Redlands Attn: President
35 Cajon Street P.O. Box 470
PO Box 3005 (mailing) Redlands, CA 92373
Redlands, CA 92373 info@redlandshistoricalmuseum.org
jdonaldson@cityofredlands.org 909-798-7632
909-798-7531
Section 13. Termination.
A. City shall have the right to terminate this License for cause in accordance with this
Section 13 and subject to the default and cure provisions of Section 14. For purposes of this
Agreement, "cause" shall be defined as the following:
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(i) Licensee allows, promotes, causes, tolerates or facilitates any activity, conduct
or circumstance that occurs on or at the Premises, whether caused by Licensee,
its volunteers or invitees or Licensee's use of the Premises, that:
(a) Violates any provision of the Redlands Municipal Code or Ordinance or that
violates state or federal law;
(b) Creates an unsafe or unhealthy condition or environment for occupants of
the Property or surrounding landowners or the public as determined by the
City;
(c) Produces excessive noise, noxious odors, smoke, or bright lights that
unreasonably interfere with neighboring residents' quality of life as
determined by the City;
(d) Creates or facilitates improper parking/overburdens parking in the
neighboring area, or other negative impacts to the surrounding neighboring
properties or public spaces;
(e) Causes more than three (3) calls for service in a calendar month from the
Redlands Police Department and/or Redlands Fire Department;
(f) Creates a public or private "nuisance" as that term is defined in California
Civil Code Section 3479 and as amended.
(g) Is detrimental or harmful to the public or surrounding landowners as
determined by the City.
(ii) Failing to use all net revenues earned from use of the Premises pursuant to this
License for the benefit of the Property in accordance with the terms of the Real
Estate Transfer Agreement approved on June 17, 2025.
(iii) Failing to comply with the audit provisions contained in the Real Estate Transfer
Agreement approved on June 17, 2025.
(iv) Failing to use reasonable efforts to utilize the Premises continuously and in a
commercially reasonable manner in order to maximize the potential financial
benefit to the Property.
(v) Failure to maintain an adequate number of volunteers or failure to fund a City
contractor to operate the store area and/or event pavilion to the satisfaction of
the City.
(vi) Licensee fails to comply with any of the other terms of this Licensee.
B. City has the right to terminate this License without complying with the default
and cure provision of Section 14 in the following circumstances:
(i) The City Council takes action to temporarily close the Property or the Premises
for events beyond the City's reasonable control including but not limited to: acts
of nature or of the public enemy; war; acts or orders of the State or Federal
government; fires; floods; tidal waves; epidemics; quarantine restrictions;
earthquakes; unusually severe weather; strikes, layoffs, or other substantial
interruption of work because of labor disputes. Should the Property or Premises
remain closed longer than one hundred eighty (180) days, the City may terminate
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this License without liability by providing thirty (30) days prior written notice to
Licensee.
(ii) The City Council takes action to temporarily close the Property or the Premises
due to a federal, state or local declaration of emergency. Should the Property or
Premises remain closed longer than one hundred eighty (180) days, the City may
terminate this License without liability by providing thirty (30) days' prior written
notice to Licensee.
(iii) The City Council declares a fiscal emergency or otherwise does not appropriate or
otherwise budget available funds to open and operate the Property or the Premises
in any fiscal year, City may terminate this License by providing thirty (30) days'
prior written notice to Licensee.
(iv) The Property is transferred by the City either by sale, exchange, lease, assignment
or any other form of transfer by the City of the Property. This License shall
terminate immediately upon the effective date of such transfer of the Property.
(v) The Property or the Premises are determined to be uninhabitable by the Redlands
Building Official or Redlands Fire Marshal. City may terminate this License by
providing five (5) days'.prior written notice to Licensee.
(vi) Either party becomes insolvent or commences proceedings in bankruptcy court or
enters receivership or liquidation. City may terminate this License by providing
thirty (30) days' prior written notice to Licensee.
(vii) The City commences proceedings to disincorporate or if proceedings are
commenced to dissolve Licensee's nonprofit corporate status. City may terminate
this License by providing thirty (30) days' prior written notice to Licensee.
C. Licensee may terminate this License at any time upon providing six (6) months'
prior written notice to the City.
Section 14. Default and Cure by Licensee.
A. In the event City asserts that this License is subject to termination in accordance
with Section 13.A, City shall provide Licensee with forty-five (45) days prior written notice of
any intention to terminate this License and Licensee shall have the opportunity to cure any
breach within said forty-five (45) day period to the satisfaction of the City. In the event that the
breach is cured, then the License shall not be subject to termination.
B. Failure of Licensee to cure any breach of this License to the satisfaction of the
City and within the time period set forth in the written notice of breach may result in termination
for cause by City. 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.
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Section 15. Anti -Discrimination. During the performance of this License, Licensee shall not
unlawfully discriminate against any person because of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, reproductive health decision -malting,
medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status pursuant to State and Federal
law.
Section 16. Entire Agreement. 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.
Section 17. 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. The City Manager shall resolve any conflicts
between the parties regarding interpretation of this License which decision shall be final.
Section 18. 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. Prior to the filing of any action, the parties
shall attempt an informal resolution of the dispute by either meeting and conferring to discuss a
resolution to the dispute or by initiating a mediation with each party paying half of such costs.
Section 19. Relationship. The Parties intend by this License to establish the relationship of
licensor and licensee only and do not intend to create a partnership, joint venture, joint
enterprise, or any business relationship other than that of licensor and licensee.
Section 20. Authority. Licensee hereby represents and warrants to City that it is (a) a duly
organized and validly existing nonprofit public benefit corporation, formed and in good standing
under the laws of the State of California; (b) has the power and authority and the legal right to
conduct the business in which it is currently engaged; and (c) has all requisite power and
authority and the legal right to consummate the transactions contemplated in this License.
Licensee hereby further represents and warrants that this License has been duly authorized, and
when executed by the signatory or signatories listed below, shall constitute a valid agreement
binding on Licensee in accordance with the terms hereof.
Section. 21. 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 22. 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 21" day of April, 2026, at Redlands, California
CITY OF REDLANDS
f�
Mario Saucedo, Mayor
ATTEST:
e Donaldson, City Clerk
10
REDLANDS HISTORICAL MUSEUM
ASSOCIATION
Charlotte Burgess, President
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EXHIBIT B
STORE AREA PLAN
Lobby area shall be
available for RHMA use
during non-public hours
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EXHIBIT C
EVENT PAVILION PLAN
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