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HomeMy WebLinkAboutContracts & Agreements_239-2021LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS AND DAVID KRAMER This License Agreement ("License") is made and entered this 21 st day of December, 2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation and general law city ("City"), and David Kramer, an individual, dba The Cope House ("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, commonly known as The Cope House, located at 19 East Citrus Avenue in the city of Redlands, and WHEREAS, Licensee desires to provide its customers with an outdoor dining venue within City's Orange Street Alley Park (the "Park"), and WHEREAS, City and Licensee are presently parties to a Park license agreement, dated December 18, 2018, which expires on January 1, 2022, and WHEREAS, it is the desire of City and Licensee to enter into this new License to set forth terms and conditions pursuant to which City will continue to license a portion of the Park to Licensee, NOW, THEREFORE, in consideration of the mutual promises contained herein, 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 City's Park in connection with the operation of Licensee's The Cope House restaurant located adjacent to the Park (the "License") The outdoor dining area subject to this License consists of approximately five hundred fifty (550) 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 the 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 1 L:\ca\djm\Agreements\Kramer License Agreement.FY21-0054.docx.jn 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 Section 3. Term. The term of this License shall commence on its Effective Date, and end on July 2, 2022, unless earlier terminated as provided for herein. Either Party may terminate this License by providing written notice of such termination to the other Party at least thirty (30) days prior to the noticed termination date. If Licensee remains in possession of the Premises after expiration or earlier termination of this License without City's written consent, Licensee's continued occupancy of the Premises shall be equivalent to a tenancy at sufferance and Licensee shall pay an increased License fee during the holdover period in the sum of one thousand dollars ($1,000) per month. Section 4. License Fee. Licensee shall pay to City a monthly fee in the sum of eight hundred thirty eight dollars and thirty cents ($838 30) for use and occupancy of the Premises. The initial monthly fee payment shall be paid to City prior to January 8, 2022 All subsequent monthly 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 0 Box 3005, Redlands, California, 92373 A late fee of fifty dollars ($50 00) shall be added and due for any License Fee made after the tenth day of the month. Any dishonored check shall be considered as an unpaid License Fee Section 5. Security Deposit. The security deposit presently held by City in the amount of one thousand dollars ($1,000 00) 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 reasonably necessary to pay City for, (i) cleaning costs, (ii) cost for repair or damages to the Premises exclusive of ordinary wear and tear, and (iii) any other amount legally allowable under the provisions of this License. A written accounting of said costs and damages shall be presented to Licensee within ten (10) days of the Premises being vacated. If the security deposit is insufficient to pay City for such costs and damages, Licensee shall immediately pay any additional costs for damages as demanded by 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 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 Licensee's closure of the Premises for up to three (3) events per calendar year, with ninety (90) days prior written notice given to the Licensee of each such event. 2 L:\ca\djm\Agreements\Kramer License Agrecmcnt.FY21-0054.docx.jn 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 Licensee shall designate an attendee to monitor the Premises between 9 00 p.m. and 2 00 a.m. 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 or person visitng, 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 proximity of the Premises, including but not limited to disturbance of the 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. 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. L. Licensee shall ensure that the Premises' upkeep and operating characteristics are compatible with, and will not adversely affect, the livability or 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 18, 2018, Licensee and all of Licensee's empolyees of The Cope House restaurant shall complete an approved course in "Responsible Beverage Sales" or 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 3 L:\ca\djm\Agreements\Kramer License Agreement.FY21-0054.docx.jn 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 License, 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 have the right to enter the Premises, at all reasonable times, for City's 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 reasonable or 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 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 twenty (20) days of their submission. Licensee shall have the right to remove all improvments made by Licensee to the Premises provided such removal result in no damage to 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 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 agents, employees and invitees arising from 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 its 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 renewed certificate of insurance and endorsements showing City as an additional insured on the policy prior to January 6, 2022. 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 4 L:\ca\djm\Agrecments\Kramer License Agreement.FY21-0054.docx.jn Section 12. 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 a 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 13. 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 14. 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 City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonadlson@cityofredlands org (909) 798-7531 LICENSEE David Kramer, Owner dba The Cope House 19 E Citrus Ave, Suite 101 Redlands, CA 92374 davidwk1227@gmail.com (909) 253-1400 Section 15. 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 hereby deemed null and void. Any and all amendments to this License shall be in writing and executed by the Parties. Section 16. Termination. In the event of any breach of this License by Licensee, 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 Licensee Further, in the event of a breach of this License by Licensee, 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. 5 L:\ca\djm\Agreements\Kramer License Agreement.FY21-0054.docx.jn Section 17. Breach and Default 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 Licensee B Should Licensee fail to perform or comply with any covenant, condition or 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 wntten notice of the Default is served on Licensee by City, then Licensee shall be in breach of this License C If the default is one which the Parties detennme requires more than fifteen (15) days to cure, Licensee commence action to cure within such fifteen (15) days and prosecute such cure diligently until completion within a reasonable time Licensee's failure to complete such cure within a reasonable time shall also constitute a default by Licensee D The Parties acknowledge and agree that Licensee's failure to perform or comply with any covenant, condition or agreement in this License may be of such a one-time nature that such a Default is not subject to cure (e g Licensee's failure on a given day to abide by the hours of operation permitted by this License) (a "One -Time Default") In such an event, City shall provide wntten notice to Licensee within five (5) business days of City's knowledge and determination of the occurrence of a One -Time Default City's provision to Licensee of three such One -Time Default notices dunng the term of this License for Licensee's failure to perform or comply with the same (or similar) covenant, condition or agreement contained in this License shall constitute a breach by Licensee of this License 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 Severabihty If any particular provision of this License is held invalid or unenforceable for any reason by a court of competent junsdiction, 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 21st day of December, 2021, at Redlands, California CI 'OF RTEDLANDS Paul T Banch, Mayor ATTEST ie Donaldson, City Clerk 6 L \ca\d.im\Agreements\Kramer License Agreement.FY21-0054 docx.jn THE COPE HO i E amer, EXHIBIT "A" THE "PREMISES" [ATTACHED] 7 L.\ca\djm\Agreements\Kramer License Agreement.FY21-0054.docx jn EXHIBIT 'A' APN 0171-121-13 ORANGE STREET APN 0171-121-06 COMMON AREA TO REMAIN ACCESSIBLE CHEESEWALLA AREA -x KRAMER AREA 7' x 40' = 280 SQ.FT 5' x 54' = 270 SQ FT 550 SQ FT TOTAL APN 0171-121-16 APN 0171-121-15 APN 0171-121-14 n .. KRAMER AREA 5' x 54' = 270 SQ. FT APN 0171-121-04 APN 0171-121-03 LEGEND 0 EXISTING PLANTER -O- EXISTING LIGHT POLE • • EXISTING BOLLARDS EXISTING FIRE CONNECTION SCALE: 1'=30 MEM FIRE ESCAPE AREA TO BE KEPT CLEAR 4 WIDE PEDESTRIAN ACCESS AREA CHEESEWALLA LICENSE AGREEMENT AREA KRAMER LICENSE AGREEMENT AREA APN 0171-121-09 APN 0171-121-17 APN 0171-121-10 APN 0171-121-18 ORANGE STREET ALLEY LICENSE AGREEMENTS 5th STREET