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HomeMy WebLinkAboutC-2534CONCESSION AGREEMENT & LEASE THIS AGREEMENT ( the "Agreement ") is made as of this day of Ju+e, 2010, by and between NANCY HOUANG and ADRIAN LISTIAWAN, doing business as JUST BREWED ( "Just Brewed ") and CITY OF ARCADIA PUBLIC LIBRARY ( "Library"), with respect to the operation of a coffee cart concession on the Library premises. THE PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS: 1. Coffee Cart Concession. Library hereby grants to Just Brewed the exclusive right, during the term of this Agreement, to operate a coffee cart concession. The Concession shall consist of the operation of a single movable, 10 x 10 kiosk. The Director of Library Services retains the right to specify the exact location of the coffee cart. 1.1. Just Brewed shall have the right to sell from such concession gourmet coffee beverages (including but not limited to espresso, cappuccino and latte) ( "Gourmet Coffee "), including hot, cold, flavored and regular Gourmet Coffee, teas, hot chocolates, spring or carbonated waters and specialty juices, and related foods such as biscotti, pastries, muffins and sweets (collectively the "Coffee Products "). 1.2. Such Concession operation shall include the Cart, and required fixtures and hardware with such Cart, all necessary personnel for the operation of the Cart during the business hours described herein, and all supplies necessary for the proper operation of such Concession. 2. Operating Provisions. Such Concession shall be operated by Just Brewed subject to the following provisions: 2.1. Said Concession shall be operated in accordance with the laws and regulations of all applicable governmental regulatory agencies and authorities. 2.2. The Concession shall be operated between the hours of 9:00 a.m. and 5:00 p.m. Said hours may be adjusted by mutual agreement of the parties during available hours. 2.3. All personnel operating said Concession shall be employees of Just Brewed, and shall be governed solely by the employment policies and practices of Just Brewed. All personnel shall be subject to the direct control of Just Brewed. 2.4. Just Brewed shall provide at its own expense workers compensation insurance as prescribed by the laws of the State of California. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. 2.5. Just Brewed shall provide comprehensive general liability policy with a limit of coverage of not less than $1,000,000. The general liability should cover $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage with an aggregate limit of $1,000,000. The general liability policy shall be endorsed to state that the City, its directors, officials, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant. 2.6. Just Brewed shall provide evidence of and pay for background checks for each of its employees. 3. Commissions. As consideration for the grant of the Concession to Just Brewed and lease of the location to Just Brewed, Just Brewed shall donate 10% of its gross sales of the Products to City of Arcadia Public Library. 3.1. Each such donation shall be made monthly within twenty (20) days following the end of each calendar month. 3.2. Just Brewed shall be responsible for providing to the Director of Library Services a written certified report of all sales of the Products. Such a report shall be provided by Just Brewed for each calendar month during which this Agreement is in effect, and shall be submitted to the Director within fifteen (15) days following each calendar month. 3.3. Just Brewed shall provide to the Director, promptly upon request, any reasonable and necessary support information for purposes of verifying the gross sales of the Products. 4. Terms. This Agreement shall be for an initial term of three (3) years, which term shall run from the commencement date of continuous operations. Just Brewed shall have the option to extend said initial term for an additional period of three (3) years; Just Brewed may exercise its extension option by providing to City of Arcadia Public Library written notice of its intent to extend the term of the Agreement prior to the end of the initial term. Said extended term shall be on the same terms and conditions set forth herein. If at any time Just Brewed is unable to reasonably satisfy the requirements for the lawful operation of the Concession, or if Just Brewed determines in its sole discretion that it is not able to maintain a reasonable return on its investment with respect to the Concession, then it may give to City of Arcadia Public Library a written notice of its election to terminate this Agreement without further liability to it (other than rent due prior to the date of termination), which termination shall occur on the date thirty (30) days after the date of the written notice. 5. Ownership of Equipment. The Cart and all supplies and equipment provided by Just Brewed for the operation of said concession shall be, and remain, the sole property of Just Brewed. Upon the termination of the Agreement, Just Brewed shall, at its sole cost and expense, remove its property from the Library's premises. 2 6. Waste Management. Just Brewed is responsible for removing all waste water from the premises. This will be disposed in compliance with the county of Los Angeles Health codes. 6.1. Just Brewed is responsible for cleaning up trash from the area within the immediate perimeter of the coffee cart. 6.2. Just Brewed shall remove trash from the premises that is in excess of the capacity of the Library's two existing patio trash receptacles. 7. Electrical & Utilities. Just Brewed will be responsible for all cost associated with The necessary electrical wiring to operate the coffee cart. 7.1 Just Brewed is responsible for all electric utility costs incurred from operations of the coffee cart. 8. Exclusive Nature of Agreement. This Agreement is intended to confer, for the term hereof, the exclusive right to Just Brewed to (a) operate a cart selling coffee products within the library's premises, and (b) sell Gourmet Coffee within the Library's premises. 9. Changes in Operation. Just Brewed shall have the right, with the approval of the Library, to supplement or change its product line and services to reasonably meet the needs of its customers and the requirements for the lawful operation of the Concession. 10. Fees and Taxes. Just Brewed shall k county and city license fees and sales sale of products through its Concession. 11. Termination for Cause. )e responsible for and shall pay all state, or other taxes that may be imposed on the 11.1 This Agreement may be terminated by either party for cause in the event of a breach of any term or condition hereof upon the failure of the defaulting party to cure such breach within thirty (30) days following the giving of notice of such breach by the other party. 12. Notices. All written notices required or permitted to be given hereunder shall be addressed to the addresses of the parties set forth below: To Just Brewed: To Library: Mr. Adrian Listiawan Mrs. Nancy Houang 3019s.8 Ih Ave. Arcadia, CA 91006 Arcadia Public Library 20 West Duarte Road Arcadia, CA 91006 Either party may change its address for the purposes of receiving notice by giving the other party written notice of such change. 3 13. Alteration in Facilities. Just Brewed shall make no alterations to the Library's facilities unless authorized in writing by the Library and shall pay for any agreed upon alterations. The Library agrees to notify Just Brewed of any alterations in its facilities that may affect the operation of the concession. 14. Business Interruptions. In the event that business operations at the Library are significantly interrupted or stopped on account of fire, earthquake, war, strikes or other causes beyond the control of the parties, or such other conditions beyond the control of Just Brewed render the continued operation of the Concession reasonably impractical or impossible, with the exception of the payment of money already due and owing, the operations can once again be resumed. In such event, the term of this Agreement shall be extended for a period of time equal to the length of time during which the performance was suspended or excused. In the event such period or suspension or excuse of performance exceeds three (3) months, then in such event Just Brewed shall have the option of terminating this Agreement by written notice to the Library. 15. Successors and Assigns; Successor to Just Brewed. This Agreement shall inure to the benefit of, and shall be binding on, the parties and their respective successors and assigns. Nancy Houang and Adrian Listiawan ( "Listiawan" ) may form a corporation or other entity to serve as a successor to Just Brewed with respect to the Concession ( the " Successor'). Upon Written notice from Listiawan to Library, executed by Listiawan and Successor, and upon written approval by the Library. Just Brewed may assign, or otherwise transfer this Agreement to any other party only on the advance written consent of the Library, which consent Library may not unreasonably withhold. 16. Binding Effect; Entire Agreement. This Agreement shall become binding and enforceable upon its execution by all the parties, and shall constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all other agreements, understandings, statements, representations, or proposals, either oral or in writing. 17. Governing Law. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and construed pursuant to and in accordance with the laws of the State of California. 4 EXECUTED as of the date first above written. WE AGREE TO THE TERMS AND CONDITIONS SET FORTH ABOVE AND REPRESENT AND WARRANT THAT WE HAVE THE AUTHORITY TO SIGN THIS LETTER AGREEMENT ON BEHALF OF JUST BREWED. CITY OF ARCADIA JUST BREWED By: pew r..... Donald Penman City Manager Dated: 5U-4,0-- -1-% , 2010 ATTEST: 1Il!", R", ' �t, '�..1 .L APPROVED AS TO FORM: By: 4 A I, N ncy Hopang Dated: lqnP 21{6 , 2010 By: drian Listiawan Dated: i, Q , 2010 CONCUR: Stephen P. Deitsch Caro41 G er- eagan City Attorney Director o ibrary & Museum Services 5