RESOLUTION NO. ___
August 15, 2023
A RESOLUTION AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT WITH
BIG TOWEL SPA LLC
WHEREAS, the City of Hudson seeks to support outdoor recreation and the use of city parks throughout
the year; and
WHEREAS, the City of Hudson has received and reviewed a proposal from Big Towel Spa LLC for the
temporary installation of mobile saunas and accessory materials at Oakdale Lake Park for a five-month
period beginning September 2023 and ending January 2024; and
WHEREAS, the Common Council has determined the proposal to be a positive and creative addition to
the recreational offerings in the City,
NOW, THEREFORE BE IT RESOLVED that the City of Hudson Common Council hereby authorizes
the Mayor to execute a License Agreement, subject to final review and approval by counsel for the City of
Hudson, with Big Towel Spa LLC to provide mobile sauna services at Oakdale Lake Park.
Introduced: ______________________________
Seconded: ______________________________
Approved: ________________________________
Kamal Johnson, Mayor
Dated: ________________________________
LICENSE AGREEMENT
THE CITY OF HUDSON, 520 Warren Street, Hudson, NY 12534 ("Licensor" or "City of Hudson") and
BIG TOWEL SPA LLC 517 Clinton Street, Hudson (the "Licensee") hereby agree to a license, for a fee,
the right to provide mobile sauna recreation opportunities for residents and visitors to the City of Hudson
at Oakdale Lake and the Henry Hudson Riverfront Park, under the terms and conditions as further set
forth herein.
Licensed Premises: Oakdale Lake Beach
License Term: September 1st 2023 to January 31st, 2024
1) Fee: $250
The fee is $50 per month, per location for 5 months.
2) Use: The Licensee shall have non-exclusive use of the Licensed Premises for the purpose of operating
mobile saunas with accompanying merchandise sales at Oakdale Lake Beach. The Licensor is not
required to grant permission to the Licensee to use the Licensed Premises for any purpose other than
the purposes listed herein.
a) Public Health Guidelines: the Licensee shall follow all public health guidelines, including those
pertaining to coronavirus including, but not limited to:
i) The Licensee shall follow all public health guidelines required by the State of New York
pertaining to the COVID-19 Disaster Emergency declared by New York State Executive
Order 11 and its extensions.
ii) The Licensee will follow recommended sanitation standards.
iii) The Licensee will create a safety plan, which will be available to local code inspection and
public health officials.
b) Parking: the Licensee will use existing and available parking and does not need any special
arrangements.
c) Hours: the Licensee will operate partially outside the parks' open hours. Hours will be:
i) Friday - Monday 8 am – 7 pm (September – November)
ii) Friday – Monday 8 am – 6 pm (December & January)
3) Licensee Duty to Obey Laws and Regulations: The Licensee must, at Licensee's expense, promptly
comply with all City, County, State, and/or Federal laws, statutes, rules, regulations, and orders. In
addition, the Licensee must occupy and conduct its operations in conformity with all applicable
insurance requirements and shall not commit any act and/or omission that would violate any
provision of the City of Hudson's policies of insurance. Notices received by Licensee from any
authority shall be promptly delivered to City of Hudson.
4) Assignment: Licensee shall not assign this License Agreement without the express written consent of
the City of Hudson. Any attempt by Licensee to assign this License Agreement shall be considered a
default of this agreement and shall allow the City of Hudson to unilaterally cancel same and retain
any and all paid license fees. The Licensee must get written permission from the City of Hudson each
time Licensee wants to assign. Permission to assign is good only for that assignment. Licensee
remains bound to the terms of this License Agreement after permitted assignment, even if City of
Hudson accepts a fee from the assignee. The assignee does not become the Licensee of the City of
Hudson. Licensee further may not change the use of the licensed premises from tour boats without the
prior written consent of the City of Hudson.
5) Entry by the City of Hudson: The Licensee agrees to allow the City of Hudson to enter the licensed
premises at any reasonable hour to repair, inspect, install or work upon any fixture or equipment in
said licensed premises and to perform such other work that the City of Hudson may decide is
necessary.
6) Fire, Accident, Defects, and Damage: Licensee must give the City of Hudson prompt notice of fire,
accident, damage, or other dangerous or defective condition. If the fire or other casualty is caused by
an act or neglect of Licensee or guest of Licensee, or at the time of the fire or casualty, Licensee is in
default in any term of this License Agreement, then all repairs will be made at Licensee's expense and
the Licensee must pay the full fee with no adjustment.
The cost of the repairs will be an added fee.
Even if the premises is not damaged, the City of Hudson may cancel this License Agreement within
thirty (30) days after fire or casualty by giving Licensee notice of City of Hudson's to demolish or
rebuild. The Licensee Agreement will end thirty (30) days after the City of Hudson's cancellation
notice to Licensee. Licensee must deliver the premises to City of Hudson on or before the
cancellation date in the notice and pay all fees due to the date of the fire or casualty.
If the License Agreement is canceled, the City of Hudson is not required to repair the premises or to
enter into a new License Agreement with Licensee.
7) Waivers. Any failure by the City of Hudson to enforce any specific provision or term of this License
Agreement shall not be deemed a waiver of any of the City's right to enforce the provision or term in
the future. If any provision or terminate this License Agreement is determined to be illegal or without
legal force and effect, it is hereby acknowledged by the parties that the remainder of the License
Agreement shall remain in full force and effect and be binding upon the City of Hudson and the
Licensee.
8) Licensee's Default:
a) The City of Hudson may give fifteen (15) days written notice to Licensee to correct any of the
following defaults:
i) Failure to pay a fee or added fee on time.
ii) Improper assignment of the License Agreement.
iii) Improper conduct by Licensee or other occupant of the premises.
iv) Failure to fully perform and provision of the License Agreement.
b) If Licensee fails to correct any default set forth in Section A herein within fifteen (15) days of the
date of the notice, the City of Hudson may cancel the License Agreement upon giving ten (10)
days written notice to Licensee. Upon expiration of the ten (10) day notice, Licensee's rights in
this License Agreement shall terminate and Licensee must leave the premises. Licensee shall
remain responsible for any fees, expenses, damages, and losses connected with this License
Agreement and/or its vacating the premises.
c) If the License Agreement is canceled, or fees are not paid in a timely manner, or if Licensee
vacates the premises, the City of Hudson may in addition to other remedies take any of the
following steps:
i) Enter the premises and remove Licensee and any person or property;
ii) Use dispossess, eviction, or other lawful method to take back the Premises.
d) The Licensee hereby agrees to release, indemnify and hold the City of Hudson harmless from any
and all claims of damages in any suit, action, proceeding and/or other legal proceeding seeking
damages by Licensee and/or a third party as a result of the Licensee's operation, including
operation of the paddleboards/kayaks/canoes. The Licensee hereby further agrees to release,
indemnify and hold the City of Hudson harmless from any claim of damages in any suit, action,
proceeding and/or other legal proceeding as a result of the City of Hudson re-taking the licensed
premises.
9) License Agreement, Parties Upon Whom Binding: This License Agreement is binding upon the
City of Hudson and Licensee and their respective heirs, distributees, executors, administrators,
successors and/or lawful assigns.
10) Space "As Is": Licensee has inspected the premises. Licensee states that they are in good order and
repair and takes the premises "as is".
11) Insurance: Licensee shall maintain a $3,000,000/1,000,000 general commercial liability insurance
policy, and any and all ancillary and additional policies that are customarily maintained by businesses
in the Licensee's industry in the Hudson Valley, and name the Licensor as an additional insured on the
policy. No such policy shall be amended or terminated on less than 30 days notice to the Licensor. All
such policies shall be written by underwriters reasonably acceptable to the Licensor. Certificates from
each carrier showing the foregoing shall be delivered to the Licensor by Licensee with this executed
License. In the event Licensee fails to deliver such certificates, or any policy required hereunder is
terminated and not replaced by Licensee within 1 business day of such termination, then, without
notice to Licensee, the City may secure such insurance policies as it deems necessary to insure its
interests pursuant to this License, to the licensed premises and the park, and the cost thereof shall be
an additional fee payable by Licensee hereunder within 1 day of Licensee's receipt of the City's
invoice therefore. Violation of any obligation in this section shall be a material breach. This section
shall survive termination of the License.
12) Termination and Quiet Enjoyment: The City of Hudson may terminate this License Agreement
either for cause or upon thirty (30) days written notice to Licensee. While this License Agreement is
in full force and effect, Licensee may peaceably and quietly utilize the subject licensed premises
during the term of this agreement provided it is current with rent and complies with all of the other
terms and conditions of this License Agreement.
13) Cost and Attorney's Fees: Venue: Licensee shall be responsible and shall reimburse the City of
Hudson any and all reasonable attorney's fees, court costs, and expenses incurred by the City of
Hudson in seeking to enforce its rights under this License Agreement. In the event of any legal action
concerning this License Agreement and/or the Licensee's use of the Licensed Premises, the parties
hereby acknowledge and agree that the Columbia County Supreme Court located in Hudson, New
York shall serve as the exclusive venue for any legal action and that the parties hereby agree to be
subject to the sole jurisdiction of said court.
14) Complete Agreement: This License Agreement constitutes the entire agreement by and between the
parties, and there are no other terms or conditions of the sale other than those set forth herein. This
License Agreement may not be modified or otherwise changed except by a written agreement duly
acknowledged and executed by the parties.
15) Signatures- Effective Date: Once fully executed by the parties, this License Agreement shall be
deemed effective as of August 21, 2023.
THE CITY OF HUDSON BIG TOWEL SPA LLC
___________________________________ _______________________________________
By: Kamal Johnson, Mayor By: Kelly Crimmins
Licensee Licensor
____________________ ____________________
Date Date