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HomeMy WebLinkAboutContracts & Agreements_244-2018 License Agreement By and Between The City of Redlands And David Kramer This License Agreement("License") is made and entered this 18"'day of Decembei 2018, ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and David Kramer("Licensee"), an individual, who is also the lessee and operator of the Cope House restaurant located at 19 East Cities Avenue 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 restaurant located within the City of Redlands at 19 East Citrus Avenue and is commonly known as "the Cope House", and WHEREAS, Licensee desires to provide the public with an outdoor dining venue within City's Orange Street Alley park("Park"), and WHEREAS, City and Licensee have entered into that prior License Agreement dated December 18, 2017, and desire to enter into this new License to set forth terms and conditions under which City will continue to license a portion of the Park to Licensee, NOW, THEREFORE, in consideration of the mutual promises contained herein., the City of Redlands and David Kramer agree as follows AGREEMENT Section 1 Premises City hereby grants to Licensee a License to provide outdoor dining services within the City's Park in connection with Licensee's lease and operation of the Cope House restaurant located adjacent to the Park The outdoor dining area subject to this License consists of five hundred and fifty(550) square feet(the"Prenuses") as more particularly described in Exhibit"A,"which is attached hereto and incorporated herein by this reference Section 2 Acknowledgment of License and Disclaimer of Tenancy A 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 of interest in the Premises other than the rights expressly granted by this License 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 1 L\ca\djm\Agreements\Kramer license Agreement 12 13 18.docx consideration is not consistent with the higher market value foi a greater right, privilege or interest(such as a lease) 1n the Premises D Licensee furthet 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 January 1, 2019, and terminate on January 1,2022,unless earlier terminated as provided for herein Licensee shall have no right to remain in possession of the Premises after expiration, 01 the earhel termination of, this License Section 4 License Fee Licensee shall pay to City a fee in the sum,of eight hundred and thirty-eight dollars and thirty cents ($838 30)pei month("License Fee")for use and occupancy of the Premises A The first License Fee payment shall be due and owing and paid by Licensee to City on or before January 8, 2019 All subsequent monthly License Fee payments shall be made prior to the tenth day of each month for which the License Fee is there 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 00) shall be added and due for any payment of any License Fee made after the tenth of the month Any dishonored check shall be considered as an unpaid License Fee B For the prior License Agreement, dated December 19, 2017, the security deposit presently held by City in the amount of one thousand dollars ($1,000), and the final monthly rent payment presently held by City in the amount of five hundred dollars ($500), shall both be transferred from City's finance account for the former License Agreement between the Parties to a new City finance account for this License Licensee shall pay to City an additional three hundred and thirty-eight dollars and thirty cents ($338 30) by January 8, 2019 to satisfy the total amount for the final monthly rent payment of eight hundred and thirty-eight dollars and thirty cents ($838 30) These payments shall represent Licensee's payment of a security deposit of one thousand dollars ($1,000 00) and the final month's License Fee of eight hundred and thirty-eight dollars and thirty cents ($838 30) for this License Section 5 Security Deposit The security deposit presently held by the 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 necessary to pay City for, (1) clearung costs, (n) cost foi repair or damages to the Premises above ordinary weai and teai, and (in) any other amount legally allowable under the terms of this License A written accounting of said charges shall be presented to Licensee within ten (10) days of the Premises being vacated If the security deposit does not cover such costs and damages, Licensee shall immediately pay said additional costs for damages to City 2 L\ca�djm�Agreements\Kramer License Agreement 12 13 18.docx Section 6 Use of Premises A The Premises shall be used by Licensee solely for the purpose of outdoor dining associated with Licensee's operation of the Cope House restaurant B During the term of this License, Licensee shall comply with all applicable federal, state, and local laws, and all applicable rules and regulations established by City including,but not limited to, City's Municipal Code provisions governing parks 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 Licensee of each such event D The hours of operation for the Premises shall be limited to 11 00 a in to 2 00 a in , Monday through Sunday E Licensee shall designate an attendee to monitor the Premises between 9 00 p m and 2 00 a in to ensure security and maintenance of the Premises in accordance with this License F Licensee shall ensure that all customers have vacated the Premises upon closure of the Cope House restaurant at 2 00 a m G Licensee shall provide adequate security for the Premises to ensure the safety of the public, which includes coordinating with City's Police Department to provide officers, corporals, or sergeants on billed overtime status to work any event planned within the Premises,starting thirty (30) minutes prior to opening and for up to one hour after closing for each day of any planned event, or providing the same coverage using private security officers as approved by City H The Premises shall not result in adverse effects to the health, welfare, peace or safety of persons visiting, residing, working, or conducting business in the surrounding area I Licensee's operations within the Premises shall not jeopardize or endanger the public health or safety of person visiting, residing, working, or conducting business in the surrounding area J Licensee's operation of the Premises shall not result in nuisance activities within the Premises or in close proxrmlty of the Premises, including but not limited to disturbance of the peace, illegal drug activity, public drunkenness, drmkrng 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 K Licensee's operation of the Premises shall comply with all provisions of local,state and/or federal laws, regulations or orders, including but not limited to those of the State Department of Alcohol and Beverage Control, California Business and Professions Code sections 24200, 24200 6, and 25612 5, as well as any condition imposed on any permits issued pursuant to applicable laws,regulations or orders This includes compliance with annual City business license taxes 3 L\ca\djm\Agreements\Kramer License Agreement 12 13 18.dou L Licensee shall ensure that the Premises' upkeep and operating characteristics are compatible with, and will not adversely affect, the livability of appropriate development of abutting properties and the surrounding neighborhood M To the extent not already completed in connection with the prior License Agreement between the Parties dated December 19, 2017, Licensee and all of Licensee's employees of the Cope House restaurant shall complete an approved course in "Responsible Beverage Sales" 01 equivalent as approved by City, within sixty (60) days of hire To satisfy this requirement, and pursuant to,the Responsible Beverage Service Training Act of 2017,AB 1221,on premise alcohol servers and then managers in California are required to attend a Responsible Beverage Service training from an ABC accredited trainer and pass an exam to be certified Section 7 Alterations and Repairs Licensee accepts the Premises in its"as-is"condition as of the Effective Date of this License, without any warranty, express or implied Section S Maintenance of Premises Licensee shall, at his own cost, maintain the Premises in good order and repair City shall have the right to enter the Premises, at all reasonable times, for City's inspection and maintenance purposes Should an inspection disclose the need foi 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 fifteen(15) days from the provision of such notice, City may entei the Premises and take whatever action is reasonable or necessary to perform such maintenance or repairs at Licensee's expense Section 9 Improvements A Licensee shall be permitted to retain all improvements constructed and installed by Licensee within City's Park prior to the Effective Date of this License (the "Existing Improvements"), provided that the Existing Improvements are permitted and relocated into the Premises established by this License on or before January 14, 2019 B Licensee shall further be permitted to install fencing within the Premises established by this License and as approved by the City In the event that the fencing is secured to the existing pavers or within the Premises, Licensee shall pay to City, prior to the installation of fencing, a deposit in the amount of One Thousand Dollars($1,000) as security for the replacement of pavers used to secure fencing C Licensee shall not make any improvements to the Premises without the prior written consent of City, provided, however, after making reasonable attempts to contact City for its approval, Licensee may undertake minor maintenance and repairs to the Premises which Licensee determines are immediately necessary to protect against imminent injury to persons or property Within three (3) days of performing any minor maintenance or repairs not verbally approved by City, Licensee shall provide written notification to City of the saute All proposals for improvements to the Premises shall be submitted in writing to City for its consideration and prior approval City shall approve of disapprove such proposals within twenty (20) days of then submission Licensee shall have the right to remove all improvements made by him to the Premises provided such removal results in no damage to the Premises Improvements not removed by Licensee shall, on expiration or earlier termination of this License, remain on the Premises and become the property of City 4 L\ca\djm\Agreements\Kramer License Agreement 12.13 18.docx D Within sixty (60) days of the Effective Date of this License, Licensee shall install an exterior door which presently provides access to the Premises from Licensee's Cope House restaurant that complies with California Building Code Standards In addition to the door,Licensee shall install a platform or landing with one ADA compliant table, which also complies with California Building Code Standards Plans shall be submitted and approved by the City prior to installation of the platform and door 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 his agents, employees and invitees during Licensee's occupation and use of the Premises during the term of this License This section shall survive any termination of expiration of this License Section I I Public Liability and Property Damage Insurance Licensee shall maintain at his own cost for the term, of this License, public liability insurance in the amount of One Million Dollars (SI,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 renewed certificate of insurance and endorsements showing City as an additional insured on the policy prior to January 5, 2019 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 Section 12 Workers' Compensation Insurance Licensee shall secure (if not already secured) and maintain Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City Licensee shall provide City with a renewed"Workers' Compensation Insurance Certification,"in the form which is attached hereto as Exhibit"B"and incorporated herein by this reference, as an express condition of use and occupancy of the Premises, and prior to January 5, 2019 Notwithstanding any other provision of this License, if Licensee uses and/or occupies the Premises without compliance with the requirements of this Section 12, City shall have the immediate right to terminate this License without any further action by City's City Council and undertake any and all rights and remedies it may have in connection with the termination of this License Section 13 Assignment Prohibited This License is personal to Licensee 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 of transfer without such prior consent and approval of City shall constitute an immediate breach of this License and may, notwithstanding any other provision of this License and at the sole discretion of City, result in the immediate termination of this License 5 L\ca\djm\Agreements\Kramer License Agreement 12 13 18.docx Section 14 Attorneys' Fees In the event any action is commenced to enforce of 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 foi use of in- house counsel by a Party Section l5 Notices Any notice or other communication required,or which maybe given, pursuant to this License, shall be in writing Any such notice shall be deemed delivered (1) on the day of delivery in person, (11) 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,if confirmed with a copy sent contemporaneously by first class,certified, registered of express mail,in each case properly posted and fully prepaid to the appropriate address set forth below, of such other address as a party may provide notice of in accordance with this section CITY LICENSEE Quality of Life The Cope House Chris Boatman, Director David Kramer City of Redlands 1554 Barton Road, Suite 410 P O Box 3005 Redlands, CA 92373 Redlands, CA 92373 Section 16 Entire Agreement/Amendment This License constitutes the entire agreement between the Parties with respect to the subject matter hereof Any prior verbal of written representations of 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 17 Default and Breach 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 Kramer B Should Kramer fail to perform or comply with any covenant, condition of 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 Kramei by City, then Kramei 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, Kramer shall commence action to cure within such fifteen (15) days and prosecute such cure diligently until completion within a reasonable time Kramer's failure to complete such cure within a reasonable time shall also constitute a breach of this License by Kramer D The Parties acknowledge and agree that Kramei's failure to perform of comply with any covenant, condition or agreement contained in this License may be of such a one-time nature that such a Default is not subject to cure (e g Kramer's failure on a given day to abide by the hours of operation permitted by this License) (a "One-Time Default") In such event, City shall provide written notice to Kramer within five (5) business days of City's knowledge and determination of the occurrence of a One-Time Default City's provision to Kramer of three such One-Time Default 6 L\ca\dfm\Agreements\Kramer License Agreement 12 13 18.docx notices during the term of this License for Kramer's failure to perform or comply with the same (or similar) covenant, condition or agreement contained in this License shall constitute a breach by Kramer of this License Section 18 Termination In the event of any breach of this License by Kramer,in addition to any other rights or remedies City may have, City shall have the immediate right of reentry and may remove all property from the Premises Such property may be removed and stored in a public warehouse or elsewhere at the cost of Kramer Further, in the event of a breach of this License by Kramer, City shall have the option of immediately terminating this License All remedies of City under this section shall be cumulative and in addition to any other legal or equitable rights and remedies which City may have Section 19 Waiver 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 Parry of the same or any other provision of this License Section 20 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 Executed on the 1 Sth day of December, 2018, at Redlands, California CITY OF REDLANDS LICENSEE c7or , Mayor, -a_ty of Redlands vi Kr er ATTEST Jea Donaldson, City Cleric 7 L\ca\djm\Agreements\Kramer License Agreement 12.13 18.docx EXHIBIT 'A,' APN 0171-121-16 APN 0171-121-13 APN 0171-121-06 APN G17€-121-15 APN 0171-121-14 APN 0171-121-09 APN 017€-121-10 COMMON AREA TO F REMAIN ACCFSS16LE Lu Lu En ti 2 h O 4' KRAMER AREA KRAMER AREA 7'x40=280 S0 FT TOTAL SO.FT 5x54-270 SO FT 5'x9'AREA TO REMAIN WALKWAY AREA 5'x9 -45 SO FF OPEN FOR WALKWAY UCENSEO USE AREA -225 SO FT APN 0171-121-04 APN 0171-121-03 APN 0171-121-17 APN 0171-121-18 N ATTACHMENT"A" PROPOSED UCENSE AGREEMENT AREA ©RANGE STREET ALLEY SCALE 1 =3Q ® (505 SQUARE FEET) KRAMER LICENSE AGREEMENT EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employee, except the State, shall secure the payment of compensation in one of more of the following ways (a) By being insured against liability to pay compensation by one of more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his of hei employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability foi Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of penury under the laws of the State of California that the information and representations made in this certificate are true and correct LICENSEE Date ?a / amer 8 L\ca\djm\Agreements\Kramer License Agreement 12 13 18.docx