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HomeMy WebLinkAboutContracts & Agreements_122-2016 License Agreement By and Between The City of Redlands And HazelBrook, Inc. This License Agreement ("Agreement") is made and entered this 21st day of June, 2016 ("Effective"), by and between the City of Redlands, a municipal corporation ("City"), and HazelBrook, Inc. ("Licensee"). City and Licensee are sometimes individually referred to herein as a"Party" and, together, as the "Parties." RECITALS WHEREAS, City owns an outdoor venue located at 35 Cajon Street, Redlands Ca. 92373; and WHEREAS, Licensee desires to provide the public with an outdoor coffee cart and cafe venue at City Hall; and WHEREAS, City and Licensee desire to cooperate to further the above-stated purpose in a way compatible with the public interest; and NOW,THEREFORE, in consideration of the mutual promises contained herein, the City of Redlands and Licensee agree as follows: AGREEMENT Section 1. Premises. City hereby grants to Licensee a license to provide an outdoor coffee cart and cafe venue at City Hall consisting of 100 square feet (the "Premises") and is more particularly described in Exhibit "A," which is attached hereto and incorporated herein by this reference. Section 2. Tenn/Holdover Rent. The term of this Agreement shall commence on June 21, 2016, and be for a period of one (1) year unless earlier terminated as provided for herein. Either Party may terminate this Agreement by providing written notice of such termination to other Party, thirty (30) days prior to the proposed termination date. If Licensee remains in possession of the Premises after expiration or earlier termination of this Agreement without City's written consent, Licensee continued occupancy of the Premises shall be on the basis of a tenancy at sufferance and Licensee shall pay as monthly rent during the holdover period the sum of eight hundred ($800) per month. J:\City Council Reports\Quality of Life\2036 Reports\6-21-2016 Council Meeting\HazelBrook\HazelBrook 6.21.16.(2)docx.docx Section 3. Minimum Rent. Licensee shall pay to City rent in the sum of four hundred dollars ($400) per month (the "Minimum Rent") for use and occupancy of the Premises. The initial monthly rent payment, and payment of a security deposit in the amount of one thousand dollars ($1,000), shall be made to City prior to July 1, 2016. All subsequent monthly rent payments shall be made prior to the l Otl'day of the month for which rent 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 rent made after the 10"'of the month. Any dishonored check shall be considered as unpaid rent. Section 4. Percentage Rent. (a) In addition to the Minimum Rent required to be paid by Licensee, hereunder, Licensee shall pay to City a percentage rent (the "Percentage Rent") equal to the percentage rent rate of three percent(3%)multiplied by the amount of Licensee's gross sales from the Premises greater than four hundred dollars ($400) during each month of the term of this Agreement. For the avoidance of misunderstanding, if gross sales are five thousand dollars ($5,000) the Percentage Rent owed is one hundred and thirty-eight dollars ($138), $5,000 - $400 $4,600 x 3% _ $138. (b) Licensee shall furnish to City within twenty(20) days after the end of each calendar month during the tcnn of this Agreement a complete statement, certified by Licensee, of the amount of Licensee's gross sales from the Premises during said month, the statement to be in such foran and style and contain such details and breakdown as City may reasonably require. Upon request of City, Licensee shall also furnish to City with each such monthly statement a copy of any sales tax report filed with any taxing authority. Licensee shall pay to City simultaneously with the delivery of each said monthly statement the Percentage Rent due and payable for such month. Section 5. Security Deposit. The security deposit shall be retained by City to secure compliance with the terms and conditions of this Agreement 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) any unpaid rent, (ii) cleaning costs, (iii) cost for repair or damages to the Premises above ordinary wear and tear, and (iv) any other amount legally allowable under the terms of this Agreement. 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 an outdoor coffee cart and cafe venue associated with Licensee. B. During the term of this Agreement, Licensee shall comply with any other license related to the operation of the outdoor coffee cart and caf6 venue, and all applicable state and local laws, and all applicable rules and regulations established by City. J:\City Council Reports\Quality of Life\2016 Reports\6-21-2016 Council Meeting\HazelBrook\Hazel Brook 6.21.16.(2)docx.docx C. During the term of this Agreement, City shall retain the right to use of the Premises for itself and for third party bookings for up to five (5) events per calendar year, with ninety (90) days prior written notice given to Licensee of each such event. D. The Premises shall be open to the public for a minimum of six hours (6) per day, Monday through Friday. E. There shall be one sign displayed within the Premises, during operating hours, which identifies Licensee, outdoor coffee cart and cafe venue. In addition, there shall be two (2) A-frame signs with one sign located north of the Premises and one sign located south of the Premises, as illustrated in Exhibit `B" attached hereto. F. Live music may be provided within the Premises, during evening operating hours only and outside of the City's daytime business hours. Live music shall not be conducted during the hours of 7:30 a.m. to 530 p.m. Monday through Friday, unless otherwise approved by City. Section 7. Alterations and Re airs. Licensee accepts the Premises in its "as-is" condition as of the Effective Date of this Agreement, without any warranty, express or implied. Section S. Maintenance of Premises. Licensee shall, at its 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 is necessary to perform such maintenance or repairs at Licensee expense. Section 9. Utilities. City shall pay all water and electricity to the Premises for the operation of the outdoor coffee cart and cafe venue, at no cost to the tenant. Section 10. Improvements. Licensee shall not make any improvements to the Premises without the prior written consent of City except, that 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 injury to person or property. Within three (3) days of performing any minor maintenance and repairs not verbally approved by City, Licensee shall provide written notification to City of the same. All proposals for improvements shall be submitted in writing to City for its consideration and prior approval. Licensor shall approve or disapprove such proposals within twenty(20) days of their submission. Licensee shall have the right to remove all improvements made by it 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 Agreement, remain on the Premises and become the property of City. Section 11. 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 negligent acts or omissions, and willful J:\City Council Reports\Quaiity of Life\2016 Reports\6-21-2016 Council Meeting\HazelBrook\HazelBrook 6.21.16.(2)docx.docx misconduct of Licensee, and its agents, employees and invitees during Licensee's occupation and use of the Premises during the term of this Agreement. This section shall survive any termination or expiration of this Agreement. Section 12. Public Liability and Proj)erty Damage Insurance. Licensee shall maintain at this own cost for the term of this Agreement, 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 Licensor with a certificate of insurance and endorsements showing City as an additional insured on the policy prior to Licensee 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 13. Assignment Prohibited. Licensee shall not encumber, assign, sublease or otherwise transfer this Agreement,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 Agreement and may, at the sole discretion of City, result in the immediate termination of this Agreement. Section 14. Attorne s' Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement, 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 notices or other communication required, or which may be given,pursuant to this Agreement, 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: City: Licensee: City of Redlands HazelBrook, Inc. Chris Boatman, Director David Freselli, CEO and David Reickvam, CFO 35 Cajon Street 3700 Main St. 4"'Floor P.O. Box 3005 Riverside, Ca. 92501 Redlands, Ca. 92373 J:\City Council Reports\Quality of Life\2016 Reports\6-21-2016 Council Meeting\HazelBrook\H azel Brook 6.21.16.(2)docx.docx Section 16. Entire Agreement/Amendment This Agreement 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 Agreement shall be in writing and executed by the Parties. Section 17. Breach and Default by Licensee All covenants and agreements contained in this Agreement are declared to be conditions of this Agreement, and to the term for which the Premises are licensed to Licensee. Should Licensee fail to perform any covenant, condition or agreement contained in this Agreement and the default not be cured within fifteen (15) days after written notice of the default is served on Licensee by City, then Licensee shall be in default under this Agreement;provided,however,that if the default is one not capable of cure within such fifteen (15) days, Licensee shall so notify City in writing, shall commence action to cure within such fifteen (15) days and prosecute such cure diligently until completion within a reasonable time. Licensee failure to complete such cure within a reasonable time shall also constitute a default by Licensee. Section 18. Termination. In the event of any default of this Agreement 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 default of this Agreement by Licensee,City shall have the option of immediately tenninating this Agreement. 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 nay provision of this Agreement, or waiver of any breach of this Agreement, shall be deemed to be waiver of any other provision of this Agreement, or of any subsequent breach by either Party of the same or any other provision of this Agreement. Section 20. Severability. If any particular provision of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, this Agreement 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 ZEST- day of �}'-tAN 0 , 2016, at Redlands, California J.\City Council Reports\Quality of Life\2016 Reports\6-21-2016 Council Meeting\HazelBrook\HazeiBrook 6.21.16.(2)docx.docx CI"T"Y OF RF,DLANDS I-TAZF:LBROO , INC. �,. .. IIt"l W, Foster, Mayor David FrcsclliChicf Executive Officer Davl-d Rcickvam, Chief Financial Officer ATTEST: Sam Iraqi:, City Clerk 1:\City Council Reports\Quality of Life\2016 Bepomt 6-2121116 Council MeetingsHazelBrook\HazelBrook 6.21.16.(2)docx.docx r,l I�r '-�,.� r 0 o I � I lrrrl� / O� /j /i�Y..i'j%�i t ,t IMM, f;o, 1 r %// jffl i If IF /// 6 ,i///i / J� 1L l i ll//lrrrf - Lru, n / w r V v i . I , r / V // r l r I .� ��,� f �l/,'////,✓ �r /, ,/,� � `" a ~� % ' �m ,i �YDlli ^ �/�/ 1 / i r / PRO n r r r / i3 MIA , ' '%i% UIN hr / I. i /� G� / ,saff"/ G/ " 0111 31 lowim /ll //r// ^ x w � g l E 'tun m P