Maribel Louie, Arts and Economic Development Manager

Transcription

1 Memorandum Date: To: From: Re: September 16, 2015 Yvonne Quarker, City Clerk Maribel Louie, Arts and Economic Development Manager Updated Concession Agreement for Consent Item 2Z: Occupancy License Agreement with Longshot Coffee Attached is a revised Concession Agreement regarding the occupancy license agreement between the City of West Hollywood and Longshot Coffee, LLC. Paragraph 1 and Paragraph 6 have been revised to state that the monthly rental fee of $2,000 a month is inclusive of the cost of the encroachment permit ($150/month).

2 CITY OF WEST HOLLYWOOD OCCUPANCY LICENSE FOR CONCESSION SALES AREA Term: Three Years (renewable for up to two additional years) Effective Date: September 22, 2015 License Holder: Longshot Coffee, LLC Cantara Street North Hollywood, CA 91605

3 CITY OF WEST HOLLYWOOD Occupancy License for Concession Coffee Bar in the West Hollywood Library This Occupancy License for Concession Coffee Bar ("Concession License Agreement" or "Concession License" or "License") is made and entered into this day of, 2015, by and between the CITY OF WEST HOLLYWOOD ("City") and Longshot Coffee, LLC, a California limited liability company ("!,iccnsee"), aka Longshot, for the purpose of awarding an occupancy license for operation and maintenance of concession coffee bar on the ground floor of City's public library located at 625 N. San Vicente Boulevard, West Hollywood, CA pending City's award of a long term concession. RECITALS A. City desires to engage the services of a qualified vendor to operate a coffee concession in a designated space in its West Hollywood Library facility. B. Licensee represents and warrants that it possesses the licenses, qualifications, experience and expertise to operate a coffee concession in accordance with the highest standards in the industry relative to quality of the product, cleanliness, service and business operations. NOW, THEREFORE, in consideration of the foregoing, the parties do hereby agree as follows: 1. Location. The area to be governed by this Concession License Agreement is that portion of the ground floor of the West Hollywood Library designated as a concession coffee bar ("Concession Premises"). The area is approximately 425 interior square feet plus outdoor seating, and its general location is outlined on the Library floor plan, which is attached hereto and incorporated as "Exhibit A." Licensee shall obtain an encroachment pern1it from City, and City shall grant such permit, for the outdoor seating area (approximately 151 square feet) and shall be required to use the area for outdoor seating. The cost of the Licensee's encroachment permit shall be included as part of the monthly rent, as defined in paragraph Use of Concession Premises. At all times the Licensee shall operate the Concession Premises for the purpose of selling coffee under the brand name "Longshot Coffee" and related food and drinks. The menu shall be subject to the advance written approval of City, which shall not be unreasonably withheld. The Concession Premises shall not be used by Licensee for any other purpose. 3. Concession Premises Improvements. The Concession Premises will be delivered to the I.iccnsee in turn-key condition. Licensee shall have use of City-provided furniture, fixtures and equipment

4 1.. FF&E") during the term of the License but all such FF&E shall remain owned by the City. A list of Cityprovided FF&E and cut sheets are attached hereto as Exhibit B. Licensee accepts the FF&E in the condition I hey are in at the time of delivery of the Concession Premises and shall thereafter maintain them in good condition and repair. Any alterations to the interior space of the Concession Premises shall be at Licensee's expense, and shall be subject to the prior written approval of City, not to be unreasonably withheld. Licensee shall be responsible for providing any FF&E above and beyond that provided by City (with City's prior written approval) and all other equipment, interior and exterior signs, merchandise, and labor necessary to operate the Concession Premises. Exterior signs shall be subject to City approval, not to be unreasonably withheld. 4. Term of License. This License is awarded for a period of three (3) years (the "Concession License Term"), starting on September 22, This concession License may be renewed for a maximum of two additional years if the parties mutually agree in writing. City reserves the right to alter the terms of the I. i ccnse upon extension. 5. Minimum Operating Hours. (a) Licensee must maintain a fully staffed and fully operational coffee bar for minimum of sixty [60] hours per week. Changes to the operating hours must be approved by the City prior to the changes taking place. Licensee agrees the concession premises will be open during the lcillowing hours, and may be required by City to operate the concession premises at any additional time that the I,ibrary is open, during City Council and other meetings and during City special events: Monday: (Council Monday: 7:00 a.m. - 9:00 p.m.) Tuesday: (Council Tuesday: 7:00 a.m. - 9:00 p.m.) Wednesday: Thursday: Friday: Saturday: 8:00 a.m. - 3:00 p.m. Sunday: CLOSED (b) Holidays: Licensee may close on the following holidays and must include notification to customers a minimum of three (3) business days in advance by posting at minimum, a notice of the closure within the retail space. New Year's Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day (c) Special Events: Licensee may close if special events occurring in West Hollywood Park or vicinity prohibit it from conducting business operations successfully and must include notification to customers a minimum of three (3) business days in advance by posting at minimum, a notice of the closure within the retail space. Page 3 of8

5 6. License Fee. (a) In exchange for an exclusive license for the Concession Premises for the use defined herein, Licensee shall pay City a fee of Two Thousand Dollars ($2,000) per month. The License Fee is inclusive of the encroachment permit fee for the outdoor dining as required in Paragraph 1. ( c) On the first day of each month of the Concession License Term, the Licensee shall pay in advance to City the License Fee of Two Thousand Dollars ($2,000); on the first day of the month, and of each month thereafter while this License is in effect, the Licensee shall pay in advance to City the fee of Two I housand Dollars ($2,000). 7. Late Payment and Failure to Pay License Fee. (a) For any payment which is received by City more than five (5) days after the date it was due, Licensee shall pay a penalty often percent (10%) of the amount of that payment. If any payment remains unpaid more than forty-five (45) days after its due date, the City shall have the right to terminate this License after five (5) days written notice to Licensee. (b) Licensee gives and grants to City a lien on all fixtures and merchandise located on the Concession Premises at any time from commencement to termination of the Concession License Agreement, and agrees that in the event of any failure on the part of Licensee to comply with this Concession License i\grccment, City may take possession of and may sell the same in any manner provided by law, and may credit the net proceeds against any amounts due under the terms of this Concession License, including costs and reasonable attorneys' fees. City however, must first apply the Security Deposit funds described in Paragraph 8 below to cure any default or delinquency. Licensee agrees not to remove any fixtures from the Concession Premises without the advance written consent of City. 8. Security Deposit. Prior to September 22, 2015 the Licensee shall deposit with the City the sum of One Thousand Dollars ($1,000) - in addition to the $1,000 previously deposited - for a total of$2,000 security deposit, to secure the condition of the Concession Premises and the payment of license fees during the Concession License Term. Said Security deposit may be applied by the City toward reimbursement of any costs incurred because of Licensee's violation of this Concession License, including, but not limited to, surrender of Concession Premises by Licensee in an unclean and unsanitary condition, damage to Concession Premises, failure to properly maintain Concession Premises, failure to submit financial reporting, or nonpayment of Concession License Fees. The City shall be the sole judge in determining the amount of refund, if any. to Licensee upon termination of this Concession License. 9. Reporting. On a quarterly basis during the Concession License Term, starting on the first day of the fourth month of the Concession License Term, the Licensee shall provide to City a written report detailing the total gross monthly concession receipts for each month prior to the time of the report, including the amount actually paid to the California Franchise Tax Board for sales taxes. An additional report meeting the same criteria shall be provided to City one month after the last day of the Concession License Term. Any one o I" these reports will be deemed late if it is not received within ten days of the day it is due. 10. Utilities and Maintenance of the Concession Premises. (a) The City agrees to provide utility hook-ups, intrusion alarm, trash removal and to pay for electricity service to the Concession Premises. I.iccnsee agrees to pay for installation and maintenance of the telephone service, and to provide and pay for janitorial service. Licensee may in its discretion and at its sole expense, subject to prior written City approval, augment the security and alarm service. Use of all other utilities necessary for operation shall be paid for at the J,iccnsee's sole expense.

6 (b) Licensee hereby agrees that it has received the Concession Premises in satisfactory condition. Licensee shall clean and maintain the Concession Premises, and shall keep them in clean, orderly and sanitary condition at all times throughout the License Term. Licensee shall clean all glass, and shall sweep and mop the floor of Concession Premises at least once per week. ( c) Licensee agrees to maintain at all times an "A" rating for cleanliness and sanitary conditions, as determined by the Los Angeles County Health Services Department or other health services agency contracted by City. 11. Termination and Revocation of License. (a) This Concession License may be terminated with or without cause by either party by providing written notice to the other party at least sixty (60) days in advance of desired termination date. Licensee agrees to vacate the Concession Premises on the date that is 60 days li om the date of delivery of the notice to Licensee, and to surrender the License. 12. Insurance Requirements. a. Licensee shall have insurance in the following amounts: (1) General liability insurance with at least Two Million Dollars ($2,000,000) combined single-limit coverage per occurrence for bodily injury and property damage; and (2) Workers' compensation and employer's liability insurance as required by the California Labor Code, as amended. b. Each insurance policy required above shall be acceptable to the City Attorney: (I) The General Liability policy shall name the City specifically and separately as an additional insured under the policy by a valid endorsement. (2) Provide for written notice within 60 days or less of policy cancellation or termination; (3) Provide coverage by a Best's A-V rated carrier or better, admitted in California; (4) Provide a service of suit endorsement for all carriers not admitted in California; and (5) Provide that the City may pay any self-insured retention or deductible should Licensee fail or refuse to do so. c. Failure to comply with insurance requirements under this Agreement shall be a material breach of this Agreement and allow for termination pursuant to Paragraph 11 (b) of this License. 13. Indemnification. Licensee (which in this paragraph includes its employees, agents, or subcontractors) shall indemnify, defend and hold harmless the City of West Hollywood, its officers, agents and employees from any and all loss, damage, liability, cost or expenses, including attorneys' fees, expert fees and costs of suit, for any of the following: 1) Any personal injuries, property damage or death that Licensee may sustain while using CITY-controlled property or equipment, while participating in any activity sponsored by the C!TY, or from any dangerous condition of property; or 2) Any injury or death which Licensee suffers or which is increased by any action taken to medically treat Licensee; or 3) Any claim of liability to third parties arising out of Licensee's negligence or wrongful or acts or omissions, excepting only liability caused by the sole negligence or wrongful conduct of the City. Page5 of8

7 I.iccnsor (which in this paragraph includes its employees, agents, or subcontractors) shall indemnify, defend and hold harmless Licensee, its officers, agents and employees from any and all loss, damage, liability, cost or expenses, including attorneys' fees, expert fees and costs of suit, for any and all causes of action against the City by third parties not related to any action or inaction of Licensee. 14. Payment. The payments required by Paragraph 6 shall be made payable to the City of West Hollywood and considered paid when delivered to: City of West Hollywood Finance Department - Revenue Management Division 8300 Santa Monica Boulevard West Hollywood, California Employment Laws. Licensee agrees to comply with all local, state and federal laws affecting the employment of personnel, the payment of wages, and the payment of taxes in operating the business in the Concession Premises. 16. Anti-Assignment Clause. As the City has relied on the particular proposal of Licensee in entering into this Concession License Agreement, Licensee shall not assign, delegate, transfer or sublicense any duty or right under this License, or any portion of the Licensee's use of the Concession Premises. Any such purported assignment, delegation, transfer or sublicense shall be void unless the City has previously approved such action in writing. 17. Costs and Attorney's Fees. In the event of litigation brought by either party to this Concession License Agreement to enforce any provisions of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees and costs of suit incurred pursuant to said litigation. 18. Licensee not a Lessee. No legal title or leasehold interest in the Concession Premises or appurtenances thereto shall be deemed or construed to have been created or vested in the Licensee by anything contained in this License Agreement. 19. Provisions Cumulative. The foregoing provisions are cumulative and in addition to and not in limitation of any other rights or remedies available to the City. 20. Merger Clause. This Agreement and its Attachments are the entire understanding of the parties. and there are no other terms or conditions, written or oral, controlling this matter. In the event of any conflict between the provisions of this Agreement and its Attachments, the provisions of this Agreement shall prevail. 21. Anti-Waiver Clause. None of the provisions contained herein shall be waived because of previous failure to insist upon strict performance, nor shall any provision be waived because any other provision has been waived, in whole or in part. 22. Severability. The invalidity in whole or in part of any provision of this agreement shall not void or affect the validity of any other provisions of this Agreement.

8 23. Notices to Parties. Any statements, communications or notices to be provided pursuant to this Agreement shall be sent to the attention of the persons indicated below, until such time as notice of any changes of person to be notified or change of address is forwarded to all parties: Licensee: Longshot Coffee, LLC Cantara Street North Hollywood, CA Attn: Mark Baird City: City of West Hollywood 8300 Santa Monica Boulevard West Hollywood, CA Attn: Maribel Louie, Arts & Economic Development Division Manager 24. Choice of Law. This Agreement shall be governed by the laws of the State of California. V cnuc for any action arising from this Agreement, including but not limited to matters concerning validity, construction, performance or enforcement shall be exclusively in the state or federal courts located in Los Angeles County, California. 25. Possessory interest. Licensee acknowledges that this License may create a taxable posscssory interest subject to property taxation, and that Licensee shall be solely responsible for satisfaction of any property taxes levied in connection with this License. 26. City's Access to Concession Premises. Licensee acknowledges the City's absolute right to enter the Concession Premises in order to assure Licensee's compliance with the terms of this License. 27. Non-Discrimination and Equal Employment Opportunity. Licensee represents and agrees that it does not and will not discriminate against any employee or applicant for employment because of race, religion, color, medical condition, sex, sexual orientation and/or gender identity, national origin, political al'liliation or opinion, or pregnancy or pregnancy-related condition. 28. Living Wage Ordinance, No Licensee shall abide by the provisions of the West l lollywood Living Wage Ordinance. During the term of this Agreement, the CONTRACTOR shall keep on file sui'licient evidence of its employee compensation to enable verification of compliance with the West I lollywood Living Wage Ordinance. 29. Equal Benefits Ordinance, No Licensee shall abide by the provisions of the West I lollywood Equal Benefits Ordinance. During the term of this Agreement, Licensee shall keep on file sufficient evidence of its employee compensation and any applicable benefits packages, as those benefits relate to the coverage of the domestic partners of contractor's employees, which shall include; bereavement leave; family medical leave, and health insurance benefits, to enable verification of compliance with the West Hollywood l'qual Benefits Ordinance. 30. Arab League Boycott of Israel. Licensee hereby affirms it does not honor the Arab League Hoy coll of Israel. 31. Business License. The Licensee shall be required to obtain a City of West Hollywood llusiness License prior to execution of this Agreement. Page 7 of8

9 JN WITNESS WHEREOF, this Agreement has been executed on behalf of the City by its Officer thereunto authorized and by Licensee, the date and year first above written. CITY OF WEST HOLLYWOOD /\ Municipal Corporation Longshot Coffee, LLC Paul Arevalo City Manager Date: Mark Baird Principal Date: 1\l'!'f~OVFD AS TO forlvl; ()1T1( 1: OF THE C!TY ATTORNEY rvlichad Jenkins, City Attorney l~y: