HomeMy WebLinkAboutContracts & Agreements_106-2022LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS
AND DAVID KRAMER DOING BUSINESS AS THE COPE HOUSE
This License Agreement ("License„) is made and entered this 21 st day of June, 2022
("Effective Date„), by and between the City of Redlands, a municipal corporation and general law
city ("City„), and David Krasner, 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 is the owner in fee simple ,of the Park particularly described in Exhibit
"A„ attached hereto and incorporated by reference herein, and
WHEREAS, City and Licensee are presently parties to a park license agreement, dated
December 18, 2018, which expires on July 2, 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 and
Licensee agree as follows
AGREEMENT
Section 1. Premises. City herebygrants to Licensee -a revocable, non-excusive 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
located adjacent to 19 East Citrus Avenue, Redlands 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 acknowledges and agrees that City is the owner of the Premises and that
nothing in this License grants to Licensee any right, title or interest in the Premises, except for the
revocable, non-exclusive right to use the Premises 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
1
L.\ca\djm\Agreements\Kramer License Agreement.FY21-0132,docx,jn
l3 hn 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
Section 3. Term. The term of this License shall commence on July 3, 2022, and end
on July 3, 2025, 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 Upon termination or expiration of this License, and upon
request of Licensor, Licensee shall remove, as requested by Licensor, any improvements, fixtures,
equipment and other personal property placed upon the Premises by Licensee. The cost and
expenses of such removal, together with the repair of any damage occasioned thereby, will be
borne solely by the Licensee 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 sha11 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 one
thousand nine hundred and twenty-five dollars ($1,925 00) for use and occupancy of the Premises.
The initial monthly fee payment shall be paid to City prior to July 10, 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 byCity 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.
2
L:\ca\djm\Agreements\Kramer License Agreement.FY21-0132.docx.jn
A. Licensee shall use the Premises solely for the purpose of -outdoor dining associated
with Licensee's operation of The Cope House restaurant and no other uses
B During the term of this License, Licensee shall use the Premises and any
improvements thereon in compliance 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 and: compliance with the annual City business license tax.
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 for 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 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.
C� 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 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 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 state laws,
regulations or orders 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
unposed on any permits issued pursuant to applicable laws, regulations or orders
3
L:\ca\djm\Agreements\Kramer License Agreement. FY21-0132, docx. jn
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
agreements, Licensee and all of Licensee's employees 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 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. As -Is Condition. 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. hprovements. 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 improvements 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 officers, contractors, agents, employees, guests and invitees arising
from Licensee's occupation and use of the Premises or the improvements thereon 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, Worker's Compensation
Insurance. Licensee shall maintain at its own cost for the term of this License, public- Liability and
property damage insurance in the amount of one million dollars ($1,000,000) per occurrence and
4
L:\ca\djm\Agreements\Kramer License Agreement.FY21-0132,docx.jn
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
Licensee shall procure and maintain Worker's Compensation Insurance 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 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
j_donadlson@cityofredlands._org
(909) 798-7531
5
LICENSEE
David Kramer, Owner
dba The Cope House
19 E. Citrus Avenue, Suite 101
Redlands, CA 92374
davidwk1227@gmail.com
.(9.09) 253-140.0
L.\ca\djm\Agreements\Kamer License Agreement.FY21-0132.docx.jn
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
Section 17. Hazardous Materials. Licensee agrees that it will not alow or permit the use,
storage, disposal or release on or about the Premises other improvements thereon of any Hazardous
Materials by its officers, agents, contractors, employees, guest or invitees. As used herein,
"Hazardous Materials„ means any flammable explosives, radioactive materials, asbestos, PCB's,
hazardous waste, toxic substances or any other "hazardous substances,,, "hazardous materials„ or
"toxic substances„ as defined in any present or future federal, state or local law applicable to
Premises or the improvements thereon, and the rules and regulations adopted or promulgated under
or pursuant to the foregoing laws.
Section 18. 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 written 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 determine 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 re-asonable•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 written 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 during 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
6
L:\ca\djm\Agreements\Kramer_License Agreetnent,FM 0132'.Etoex.jn_
Section 19. 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
Section 20. 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
Section 21. Attorneys' Fees. If either Party to this License brings an action to enforce
the terms hereof or declare rights hereunder, the prevailing party in such action, on trial or appeal,
shall be entitled to reasonable attorneys' fees to be paid by the non -prevailing party as fixed by the
court.
Section. 22. 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 23. 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.
[Signatures on Next Page]
7
L;\ca\djm\Agreements\ Kramer License Agreement.FY21-0132.docx.jn
Executed on the 21 st day of June, 2022, at Redlands, California
DLANDS
Paul T Barich, Mayor
ATTEST.
nne Donaldson, City Clerk
8
T E COPE HOUSE
r, • ner
L \ca\djm\Agreements\Kramer License Agreement.FY21 0132.docx.jn
EXHIBIT "A„
THE "PREMISES„
[ATTACHED]
9
L:\ca\djm\Agreements\Kramer License Agreement.FY21-0132.docx.jn
ORANGE STREET
EXHIBIT 'A'
•
APN 0171-121-13
APN 0171-121-06
COMMON AREA TO
REMAIN ACCESSIBLE
APN 0171-121-16
APN 0171-121-15
APN 0171-121-14
APN 0171-121-09
APN 0171-121-10
0 0
CHEESEWALLA AREA
APN 0171-121-04
CI
• s
SrAI F• 1" 0'
KRAMER AREA -x
7' x 40' = 280 SQ.FT
5' x 54' = 270 SQ. FT
550 SQ. FT TOTAL
LEGEND
EXISTING PLANTER
EXISTING LIGHT POLE
EXISTING BOLLARDS
EXISTING FIRE CONNECTION
o$iRiO,H
KRAMER AREA
5' x 54' = 270 SQ. FT
APN 0171-121-03
FIRE ESCAPE AREA TO BE KEPT CLEAR
4 WIDE PEDESTRIAN ACCESS AREA
CHEESENWALLA LICENSE AGREEMENT AREA
KRAMER LICENSE AGREEMENT AREA
APN 0171-121-17
APN 0171-121-18
ORANGE STREET ALLEY
LICENSE AGREEMENTS
6th STREET