HomeMy WebLinkAboutContracts & Agreements_29-2021LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS AND
CHEESEWALLA, INC. DBA CHEESEWALLA
This License Agreement ("Agreement") is made and entered this 2"d day of March 2021
("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and
Cheesewalla, Inc., dba Cheesewalla ("Licensee"). 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 at 5 East Citrus
Avenue within the City of Redlands, commonly known as "Cheesewalla;" and
WHEREAS, Licensee desires to provide the public with an outdoor dining venue adjacent
to the restaurant within City's Orange Street Alley Park ("Park"); and
WHEREAS, City and Licensee desire to replace their existing license agreement dated
December 18, 2018, with this new Agreement to set forth the 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, City and
Licensee agree as follows:
AGREEMENT
Section 1. Premises. City hereby grants to Licensee a license to provide outdoor
dining services within City's Park in connection with Licensee's lease and operation of the
"Cheesewalla" restaurant located adjacent to the Park. The outdoor dining area subject to this
License consists of four hundred fifty-five (455) square feet (the "Premises"), and is 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 or 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 consideration is not
consistent with the higher market value for a greater right, privilege or interest (such as a lease) in
the Premises.
D. Licensee further acknowledges and agrees that without the representations and
agreements set forth herein, City would not enter into this License.
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Section 3. Term. The term of this License shall commence on March 2, 2021, and
terminate on March 2, 2024, unless earlier terminated as provided for herein. Licensee shall have
no right to remain in possession of the Premises after expiration, or the earlier termination, of this
License.
Section 4. License Fee. Licensee shall pay to City a fee in the sum of seven hundred
fifty five dollars and thirty cents ($755.30) per month ("License Fee") for use and occupancy of
the Premises. The first License Fee payment shall be due and owing and paid by Licensee to City
on or before March 9, 2021. All subsequent monthly License Fee payments shall be made prior to
the tenth day of each month for which the License Fee is then 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) 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.
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, (i)
cleaning costs, (ii) cost for repair or damages to the Premises above ordinary wear and tear, and
(iii) 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.
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 "Cheesewalla" 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.m, to 2:00 a.m.,
Monday through Sunday.
E. Live music may be provided within the Premises, during operating hours only. Live
music shall be performed in a manner not to disrupt or cause nuisance to adjoining businesses or
the public.
F. No more than one sign may be displayed within the Premises which identifies
Licensee's restaurant.
G. Licensee's operation of the Premises shall not result in nuisance activities within
the Premises or in close proximity of the Premises, including but not limited to disturbance of the
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peace, illegal drug activity, public drunkenness, drinking 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.
H. Licensee's operation of the Premises may include the sale and service of alchoholic
beverages provide that such use complies 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.
I. Licensee and all of Licensee's employees of the "Cheesewalla" restaurant shall
complete an approved course in "Responsible Beverage Sales" or equivalent as approved by City,
within six months of establishing the sale and service of alchoholic beverages. To satisfy this
requirement, and pursuant to, the Responsible Beverage Service Training Act of 2017, AB 1221,
on premise alcohol servers and their 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 Agreement, without any warranty, express or implied.
Section 8. Maintenance of Premises. Licensee shall, at his own cost, maintain the
Premises in good order and repair. City shall also have the right to enter the Premises, at reasonable
times, for inspection and maintenance purposes. Should an inspection disclose the need for
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 enter the Premises and take whatever action is necessary to
perform such maintenance or repairs at Licensee's expense.
Section 9. Improvements. 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 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 same. All
proposals for improvements to the Premises shall be submitted in writing to City for its
consideration and prior approval. City shall approve or disapprove such proposals within forty-
five (45) days of their 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.
Section 10. Indemnity. Licensee shall defend, indemnify and hold harmless City, and
its elected and appointed 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
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Licensee's occupation and use of the Premises during the term of this License. This section shall
survive any termination or expiration of this License.
Section 11. 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 ($1,000,000) 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 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 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 evidence of such insurance reasonably satisfactory to City, and an executed
"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, and prior to, Licensee's
use and occupancy of the Premises. 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 farther 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
or 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.
Section 14. 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 15. 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, 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:
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CITY:
City of Redlands
Jeanne Donaldson
City Cleric
P.O. Box 3005
Redlands, CA 92373
jonaldson@cityofredlands.org
909-798-7531
LICENSEE:
Cheesewalla Inc.
Kadir Fakir and Kamrun Pauveen, Owners
5 East Citrus Avenue Suite 106
Redlands, CA 92373
kadirfalcir@cheesewalla. com
909-496-8427
Section 16. Entire Agreement/Amendment. 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. Any and all amendments to this License shall be in writing and executed by the Parties.
Section 17. Termination. City shall have the right to terminate this License; with or
without cause, upon thirty (30) days prior written notice to Licensee. 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. This License may be terminated at the discretion of City should Licensee
fail to fulfill its requirements as specified herein.
Section 18. 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 Party of the same or any other provision of this
License.
Section 19. 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 2nd day of March, 2021, at Redlands, California
CITY OF REDLANDS CHEESEWALLA, INC. DBA
Paul T. Barich, Mayor
ATTEST:
Donaldson,
CHEESEWALLA
Kadir Fa ' , wners
Kamnin Parveen, Owners
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EXHIBIT "A"
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or 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 or her 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 for 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 perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
CHEESEWALLA, INC. DBA CHEESEWALLA
By: Date:
Kadir Faki•<Kners
enow
Kamrun -Pa-fv-
Date: 0.3. 0/, 2021
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