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HomeMy WebLinkAboutSubhash and Sushil Patel, Individuals, dba One Fine Blend - 2023-05-02 (2) N61-0 2000 Main Street, F � 'a Huntington Beach, CA � 92648 �, _ City of Huntington Beach !7-RvvED �UUNTY Cr'\4 File #: 23-212 MEETING DATE: 5/2/2023 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Al Zelinka, City Manager VIA: Ashley Wysocki, Acting Director of Community & Library Services PREPARED BY: Chris Cole, Acting Deputy Director of Community & Library Services Subject: Approve and authorize License Agreement between the City of Huntington Beach and Subhash and Sushil Patel, Individuals, dba One Fine Blend for operation of food and beverage kiosk located at the Huntington Beach Central Library Statement of Issue: The City Council is asked to approve and authorize a three-year License Agreement with up to two (2) additional one (1) year terms between the City of Huntington Beach and Subhash and Sushil Patel, dba One Fine Blend for the continued operation of a food and beverage kiosk at Huntington Central Library located at 7111 Talbert Avenue, Huntington Beach, California. Financial Impact: The estimated annual base rent revenue to be received by the City is $10,200. In addition, the City will receive 3% of the monthly gross sales over $12,000. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the "License Agreement between the City of the City of Huntington Beach and Subhash and Sushil Patel, dba One Fine Blend" for a food and beverage kiosk located at the Huntington Beach Central Library. Alternative Action(s): Do not approve the recommended action, and direct staff accordingly. Analysis: Subhash and Sushila Patel, individuals doing business as One Fine Blend, have operated the concessionaire stand at the Central Library since 2011. The library area used by One Fine Blend is approximately 326 square feet, and they sell various snacks and coffee. The proposed base rent is $850 per month or $10,200 annually. Additionally, Licensee shall pay three percent (3%) of any gross monthly sales that exceed $12,000. The lease is subject to an annual increase based upon City of Huntington Beach Page 1 of 3 Printed on 4/27/2023 powerea 'LegistarTM File #: 23-212 MEETING DATE: 5/2/2023 the Consumer Price Index with a minimum of three percent (3%) but not to exceed six percent (6%). A summary of the Licensee's obligations as included in the Agreement is provided below. • Shall maintain and operate premises pursuant to Food Facility Health permit issued by the Orange County Environmental Health Agency. • Provide administration, marketing and supervision of the Kiosk operation. • Shall be solely responsible for set up and takedown within operating hours. • Responsible for all permitting, insurance, tax liability. • May have access to the kitchen no earlier than 8:00 am on Tuesdays & Fridays for up to four (4) hours to allow for food preparation, with precedence being give to the Library when there are library events. • Use of kitchen is prohibited when the Library is rented for public use unless prior written approval is obtained. • Deliveries must be made during permitted operating hours. • Responsible for equipment or furnishings needed to operate. • Responsible for repairs of equipment at their own cost and expense. • Maintain the cleanliness of Kiosk area, keeping it in a safe and sanitary manner, leaving premises completely clean and free of trash and debris daily. • Equipment, supplies may not block any door, isles, ingresses or egresses. • Inability to maintain organization and/or cleanliness of the Kiosk area shall be considered a violation of the Agreement. • Abide by the Library's code of conduct. • Service is expected to be timely, attentive, and friendly. • Employees should be clean, neat, and well-groomed. • May not use non-public space not accessible to the public or ask for any special favors. • Shall not ask City employees to represent them, make recommendations on their behalf, or endorse their products other than those that are a part of official duties. • A summary of the Licensor's (City') obligations as included in the Agreement is provided below • May change the standard hours of operation (Mondays, 1:00 pm - 8:30 pm; Tuesday- Thursday, 9:00 am to 8:30 pm, Friday-Saturday 9:00 am - 5:00 pm, Sunday, 1:00 pm - 5:00 pm) due to specific events, weather, natural disaster, facility issues, health and safety. • Will notify Licensee no less than 72 hours in advance should a change in schedule be required. • Approves any display items, furniture or appliances to be used. • Reserves the right to bar any Licensee staff it deems necessary for the safety of the public and staff. • City may require Licensee and staff to provide Live Scan background check at no cost to the City. • May consider termination after two violations. City of Huntington Beach Page 2 of 3 Printed on 4/27/2023 powere28 /LegistarTM File #: 23-212 MEETING DATE: 5/2/2023 Based upon the Licensee's qualifications and previous experience with the City, the Community & Library Services and Community Development Departments are recommending approval of the License Agreement. Environmental Status: Pursuant to CEQA Guidelines Section 15378(b)(5), administrative activities of governments that will not result in direct or indirect physical changes in the environment do not constitute a project. Strategic Plan Goal: Community Engagement Attachment(s): 1. License Agreement between the City of Huntington Beach and Subhash and Sushila Patel, dba One Fine Blend 2. Non-Exclusive License Agreement between the City of Huntington Beach and Subhash and Sushila Patel, dba One Fine Blend dated September 3, 2019 3. One Fine Blend PowerPoint City of Huntington Beach Page 3 of 3 Printed on 4/27/2023 powereZa*LegistarTM LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SUBHASH AND SUSHILA PATEL, INDIVIDUALS DOING BUSINESS AS ONE FINE BLEND FOR OPERATION OF A FOOD &BEVERAGE KIOSK AT THE HUNTINGTON BEACH LIBRARY THIS LICENSE AGREEMENT (the "Agreement") is made and entered into by and • between the CITY QF HUNTINGTON BEACH, a municipal corporation of the State of California("City") or ("Licensor") and SUBHASH AND SUSHILA PATEL, INDIVIDUALS DOING BUSINESS AS ONE FINE BLEND, ("Licensee") collectively(the "Parties"). WHEREAS, City wishes to provide for the management of certain real property (the "Property"), described as a coffee cart/snack kiosk cart("Kiosk") at the lower level of the Huntington Beach Central Library& Cultural Center("Library") located at 7111 Talbert Avenue, Huntington Beach, California. The term "Premises" as used in this Agreement shall mean both the Property and the Improvements. Licensee desires to operate and manage the Premises in the manner set forth below. NOW, THEREFORE,the parties covenant and agree as follows: SECTION 1. GRANT OF CONCESSION ON THE PREMISES City,pursuant to the terms of this License, grants to Licensee for the purposes stated herein,the right, privilege and duty to equip, operate and maintain a coffee and snack kiosk cart("Kiosk") at the Library in the area set forth in Exhibit A which is attached hereto. Licensee shall not use the Premises for any other purpose or business other than those specifically provide for herein. City grants to Licensee permission to sell coffee, sandwiches, fruit, snack items and beverages. 1 23-12434/305343 A map depicting the Kiosk site is set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. City reserves the right to relocate the Kiosk should the need arise due to better placement, facility issues, or emergency situations. Licensee will obtain at its sole expense all licenses and/or approval necessary for its operation of a Kiosk on the Premises and shall maintain such licenses/approvals throughout the time it uses the Premises. Licensee will comply with all local, state, and federal laws and ordinances in operating the Kiosk. Licensee shall at all times during the term of the Agreement, at its own cost, and expense,provide administration, marketing and supervision of the Kiosk operations. Licensee shall be solely responsible for set up and takedown within operation hours. Licensee is also responsible for all permitting, insurance, tax liability and other items related to operation of Kiosk. SECTION 2. ACCESS TO AND USE OF PREMISES Hours of operation for the Kiosk are 1:00 p.m. to 8:30 p.m. on Mondays, 9:00 a.m. to 8:30 p.m. Tuesday through Thursday, 9:00 a.m. to 5:00 p.m. Friday and Saturday and 1:00 p.m. to 5:00 p.m. on Sunday, excluding City-recognized holidays. An additional thirty (30) minutes of time to set up and clean up before and after operating hours is also allowed. Use of the Library outside the operation times will be prohibited due to security and safety issues,unless approved in advance by the Director or designee. The inability of the Licensee to leave the Premises by the end of the thirty(30) minute clean-up time will be considered a violation of the Agreement. After two (2) violations, Licensee shall pay twenty-five ($25.00) dollars per hour for any additional costs incurred by the Library for staffing. This may also be grounds for termination of the 2 23-12434/305343 Agreement. The City reserves the right to change the schedule due to specific events, weather, natural disaster, facility issues, health and safety, or other acts beyond the City's control. In most cases, City will notify Licensee no less than 72-hours in advance should modification be required to the schedule or location of Licensee's services. However, City will strive to provide as much notice as reasonably possible in the event of modification or changes. Shall a special event interrupt standard operating hours, an alternative schedule may be arranged by mutual agreement. The Licensee shall have no right to use the premises except during those hours described. Permission shall not be unreasonably withheld. The Kiosk shall not interfere with the normal operations of Library. The Kiosk may be closed to accommodate City observed holidays, special events held within the Library, or any other reason beyond the City's control. City will make every attempt to notify Licensee in advance of any planned closures. City has no obligation to issue a rent credit for such closures. Licensee may have access to the kitchen no earlier than 8:00 a.m. on Tuesdays and Fridays for up to four(4) hours to allow for food preparation. When there are Library events in which the kitchen is being used or rented, precedence is given to the Library event or kitchen rental over the Licensee's time. In the event of such a conflict,the Library Services Manager may grant an alternative time from for kitchen preparation time. No additional kitchen use is permitted by Licensee outside operating hours. Use of the kitchen by Licensee is prohibited when the Library is rented for public use unless prior written approve is given by the Director of Community& Library Services. All clean-up of the kitchen or Kiosk area shall be performed by the Licensee or their staff, if applicable. 3 23-12434/305343 Deliveries must be made during the permitted operating hours. Any attempted delivery before or after the permitted operating hours will not be accepted. Licensee shall be responsible for providing the Kiosk, essential materials, and any additional equipment or furnishings needed to operate, outside of the equipment and furnishings provided by City. Licensee is responsible for repairs of equipment or furnishings at their own cost and expense. Any equipment furnishings purchased or repaired may be eligible for a rent credit at the discretion of the City. All replacement appliances must be Energy Star Qualified, and must be approved by City prior to the purchase, if rent credit is to be considered. Any equipment or furnishings repaired or purchased through a rent credit shall become property of the City. Licensee shall at all times use good energy practices as described in the State of California Flex Your Power Best Practice Guide for Restaurants. Any display items, furniture or appliances to be used must be approved in advance by the Director of Community &Library Services. Displays may not cover or obstruct any entrance to a meeting room, aisle or walkway, or other Library signage. City reserves the right to have Licensee remove any marketing or messaging. Licensee shall maintain the cleanliness of Kiosk area and keep it in a safe and sanitary manner. Premises shall be left completely clean and free of trash and debris after each day of business. Licensee's supplies, equipment, etc.,may not block any door, isles, ingresses or egresses. Licensee must keep Kiosk supplies within the designated footprint of the Kiosk area. Licensee may not place cords, hoses, wires, conduits, or other such material in a manner than may cause a trip hazard, and shall make public and employee safety a priority. These items are not permitted to cross pedestrian pathways. Licensee shall perform routine 4 23-12434/305343 monthly cleaning and maintenance of sinks and drain lines in an effort to eliminate odor and residue buildup, using a commercial plumbing product approved by City. The inability of the Licensee to maintain organization and/or cleanliness of the Kiosk area shall be considered a violation of the Agreement. After two (2) violations, CITY may consider the violations grounds for termination of the Agreement. All food and beverage shall be offered or sold in recyclable paper or plastic containers. No pull top cans or Styrofoam containers are to be vended or dispensed from the property by Licensee in accordance with City Resolution 2005-1. City expects Licensee to use environmental best practices when purchasing and disposing of supplies. SECTION 3. PERSONNEL REQUIREMENTS The Licensee will be required to employ the optimum number of employees to match the work requirements. Service is expected to be timely, attentive, and friendly, and each employee should: a) be clean, neat, and well-groomed; b) be free from offensive body odor; c) be professional, courteous, and friendly to the public. The Licensee shall require its employees to comply with all instructions, regulations, and codes of conduct as specified by the City. Licensee shall abide by the Library's Code of Conduct, and ensure that its employees and/or representatives, at all times,will conduct themselves in a creditable and respectful manner conducive to doing business in a public space. At its sole discretion, City reserves the right to bar any Licensee staff or representative it deems necessary for the safety of the public and staff. At its sole discretion, City may require Licensee and Licensee's staff to provide a LiveScan background check, at no cost to the City. Licensee and Licensee's staff or representatives may not at any time utilize non-public space, such as administrative offices, staff lounge areas, and/or any other area not accessible to the public. 5 23-12434/305343 Licensee shall not ask City employees for any special favor or consideration that is not available to every other citizen, beyond those related to this License Agreement. Licensee shall not ask a City employee to disclose any information that is not available to every other citizen through normal public information channels. Licensee shall not offer to compensate the employee by offering to hire or do business with any business entity of the employee or family member. Licensee shall not ask City employees to represent them or their company or make any recommendations on their behalf other than those that are a part of their official duties with the City. Licensee shall not ask City employees to endorse the products or service of their company. Licensee shall not ask City employees to hand out or post advertising materials, unless designated and approved by the Director of Community& Library Services. SECTION 4. HEALTH PERMITS & REGULATIONS Licensee shall maintain and operate the Premises pursuant to Food Facility Health Permit issued by the Orange County Environmental Health Agency. At all times, the Premises shall be maintained, equipped and operated in compliance with State and County health regulations,the City Building and Fire Codes, and the disability provisions of the Federal Americans Disability Act. SECTION 5. TERM The Term of the License shall be three years commencing at 12:01 AM on M 2n� 2023, for a three (3) year term, which shall end at 11:59 PM on 1,4AVJ t�1-' 1 2026 , unless extended or sooner terminated, as provided for herein. City 6 23-12434/305343 may renew this License Agreement for up to two (2) additional one (1) year terms upon mutual agreement of Parties, evidenced in writing, at which time all terms may be subject to adjustment. SECTION 6. CONDITIONS OF PREMISES The taking of possession of the Premises by Licensee shall, in itself, constitute acknowledgment that the Premises are in good and tenantable condition. Upon taking possession of the Premises, Licensee agrees to accept the Premises in their presently existing condition, "as is", and agrees that City shall not be obligated to make any alterations, additions or betterments thereto. SECTION 7. DURATION OF PUBLIC FACILITIES By entering into this License, City makes no stipulation as to the type, size, location or duration of public facilities (excluding the Premises), including, without limitation, any City parking lots to be maintained on property owned, controlled or occupied by City. SECTION 8. ADDITIONS ALTERATIONS AND REMOVAL A. No modifications, alterations or additions to the Premises, including, without limitation, construction of improvements or changes to structural design, landscape design, or interior or exterior furnishings, shall be constructed or made by Licensee without Licensee first obtaining the prior written approval of City. B. Except as provided under this License, no alteration or removal of existing improvements on or natural features of the Premises shall be undertaken without Licensee first obtaining the prior written approval of City. SECTION 9. RENT Licensee shall pay CITY Eight Hundred Fifty Dollars ($850.00)per month(Base Rent) 7 23-12434/305343 for approximately six hundred (600) square feet of space, in addition to storage space, appliances, utilities and trash,plus three percent(3%) of Licensee's monthly gross sales over Twelve Thousand Dollars ($12,000.00) (collectively with Base Rent, "Rent"). Gross sales shall include the total price of all merchandise, food and beverages, or services sold or rendered, whether for cash or on credit, and if on credit, whether paid for or not. The Rent is due on the first day of each month and shall be considered late if not paid within fifteen(15) calendar days after it is due. Licensee shall pay City by the first(1st) day after the end of each month. Licensee shall transmit with payment, a Report for the month in which payment is submitted. The Report shall include a breakdown of service dates, the item sold and the amount received for such item, along with any other such information as CITY may require. The Rent shall be paid to the City Treasurer at PO Box 711, Huntington Beach, CA 92648, or in such other manner as City may from time-to-time designate by written notice delivered to Licensee. SECTION 10. LATE CHARGE AND PENALTY In the event that CITY does not receive the monthly payment due on or before the fifteenth (15th) day after the end of each month, a late charge of ten percent (10%) of the monthly amount due shall be applied to any outstanding balance beginning the twentieth(20th) day after the end of the month. If payment is received after the fifteenth(15th) day, but postmarked on or before the fifteenth(15th), the revenue shall be accepted without penalty. If payment is received thirty (30) days or more after the due date, an additional one-and-a-half percent (1.5%) penalty shall be assessed daily until paid in full. 8 23-12434/305343 Commencing on July 1, 2024, and each July 1st thereafter("the Rent Adjustment Date"), the Minimum Base Rent shall be adjusted by the annual increase in the Consumer Price Index published by the Bureau of Labor Statistics, United States Department of Labor, for the Los Angeles-Long Beach-Anaheim, CPI-U, as available for the prior one-year period from June 1 through May 30. In no event shall the Minimum Base Rent be decreased from the previous year. The annual increase is not to exceed five percent (5%). SECTION 11. LICENSEE'S CHARGES FOR GOOD Licensee will only charge at fair market value for all goods and services. City requires licensee to review rates on an annual basis. Upon submission of satisfactory documentation of rates at similar facilities in Los Angeles and Orange County and upon approval by the Director of Community& Library Services, fee adjustments may be considered at a rate no higher than the Consumer Price Index (CPI). SECTION 12. BOOKS AND RECORDS Licensee shall keep true and accurate books and records showing all of its business transactions in separate records of account for the Kiosk in a manner acceptable to City, and City and/or its designated representatives shall have the right, at all reasonable times, to inspect such books and records including, without limitation, State of California sales or use tax returns or other State return records, and Licensee hereby agrees that all such records and instruments shall promptly be delivered and made available to City and/or its designated representatives within thirty (30) days of receiving written request therefore. Licensee shall furnish to City and/or its designated representatives copies of its quarterly California sales and use tax returns at the time each is filed with the State of California. 9 23-12434/305343 The books and records shall show the total amount of Gross Sales made each calendar month in, on, or from the Premises. All sales and charges shall be recorded by means of cash registers which display the amount of the transaction certifying the amount recorded. The register shall be equipped with devices which log in daily sales totals and which shall record on tapes the transaction numbers and sales details. Licensee agrees to maintain on the Premises, or another location subject to the prior written approval of City, all records, books of account and cash register tapes, showing, or in any way pertaining to the Gross Sales made in, on, or from the Premises, including, without limitation, State of California sales or use tax returns or other State tax returns, for a period of five (5) years following the close of each calendar month. SECTION 13. QUALITY OF SALES. RENTALS AND SERVICES Licensee, at its sole cost and expense, shall equip, operate, manage and maintain the Premises and shall keep the same equipped and maintained in a manner acceptable to City during the entire term of this License or any renewals or extensions thereof. It is the intent of City that the Kiosk's services be provided in a manner to meet the needs of the visiting public, and should City deem the Kiosk's hours of operation and/or food, merchandise, services or rentals inadequate to meet such needs, City may require Licensee to make such changes requested by City. Licensee shall not use or permit the Premises to be used, in whole or in part, during the entire term of this License or any renewals or extensions thereof for any purpose other than as herein set forth, without the prior written consent of City. Except as permitted in advance in writing by City, all foods and beverages shall be sold in disposable paper or plastic containers. No pull-top cans or Styrofoam containers are to be vended or dispensed from the Premises unless pre-approved in writing by City. Licensee, 10 23-12434/305343 wherever feasible, shall eliminate the use of non-recyclable containers and plastics. City may from time to time review the items sold and containers or utensils used or dispensed by Licensee. City reserves the right to prohibit the sale or use of non-recyclable containers or plastics. City in its sole discretion reserves the right to prohibit Licensee's sale, provision or rental of any item or service rendered or performed, which it deems objectionable or offensive, beyond the scope deemed necessary for proper service to the public, inappropriate for sale, provision or rental by the Kiosk, or of inferior quality. SECTION 14. INDEMNIFICATION DEFENSE AND HOLD HARMLESS AGREEMENT Licensee hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation(including arbitration) of every nature or liability of any kind or nature) arising out of or in connection with this lease including but not limited to: (1)the use or occupancy of the Premises by Licensee, its officers, employees or agents, or (2)the death or injury of any person or the damage to property caused by a condition of the Premises, or(3)the death or injury of any person or the damage to property caused by any act or omission of Licensee, its officers, employees or agents, or (4) any failure by Licensee to keep the Premises in a safe condition, or(5) Licensee's (or Licensee's agents and/or sub licensees, if any)performance of this License or its failure to comply with any of its obligations contained in this License by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole 11 23-12434/305343 negligence or willful misconduct of City. Licensee shall hold all Trade Fixtures, personal property and trade inventory on the Premises at the sole risk of Licensee and save City harmless from any loss or damage thereto by any cause whatsoever, except such loss or damage which was caused by the sole negligence or willful misconduct of City. Licensee will conduct all defenses at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Licensee. SECTION 15. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE Licensee acknowledges awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants that it shall comply with such provisions prior to the commencement of this License. Licensee shall obtain and furnish to City workers' compensation and employers' liability insurance in amounts not less than the State statutory limits. Licensee shall require all sub licensees and contractors to provide such workers' compensation and employers' liability insurance for all of the sub licensees' and contractors' employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and Licensee shall similarly require all sub licensees and contractors to waive subrogation. SECTION 16. GENERAL PUBLIC LIABILITY INSURANCE In addition to the workers' compensation and employers' liability insurance and Licensee's covenant to defend, hold harmless and indemnify City, Licensee shall obtain and 12 23-12434/305343 furnish to City, a policy of general public liability insurance, including motor vehicle coverage against any and all claims arising out of or in connection with the Premises. This policy shall indemnify Licensee, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Premises, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000.00) for the Premises. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the License shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a "deductible" or any other similar form of limitation on the required coverage. SECTION 17. CERTIFICATES OF INSURANCE, ADDITIONAL INSURED ENDORSEMENTS Prior to commencement of this License, Licensee shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this License; these certificates shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and 13 23-12434/305343 C. shall promise to provide that such policies shall not be canceled or modified without thirty (30) days' prior written notice of City; however ten (10) days'prior written notice in the event of cancellation for nonpayment of premium, which 10-day notice provision shall not apply to property insurance in Section 17 above. Licensee shall maintain the foregoing insurance coverage in force during the entire term of the License or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverage shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this License. City or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. Licensee shall pay, in a prompt and timely manner,the premiums on all insurance hereinabove required. Licensee shall provide a separate copy of the additional insured endorsement to the Licensee's insurance policies, naming the City, it's officers, elected and appointed officials, employees, agent and volunteers as Certificate Holder and Additional Insured by separate attached endorsement,to be approved prior to any payment hereunder. SECTION 18. INSURANCE HAZARDS Licensee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for, or cause the cancellation of any liability,property, or other insurance policy for the Premises or required by this License. Licensee shall, at its sole cost and expense, comply with all requirements of any insurance carrier providing any insurance policy for the Premises or required by this License necessary for the continued maintenance of these policies at reasonable rates. 14 23-12434/305343 • SECTION 19. MAINTENANCE OF PREMISES Licensee agrees to maintain the Premises in good order and repair, at Licensee's sole cost and expense, during the entire term of this License or any renewals or extensions thereof, pursuant to the City's maintenance standards. Licensee's obligation includes, without limitation,maintaining and operating the Premises in a clean, safe, wholesome and sanitary condition free of trash, garbage or obstructions of any kind and in compliance with any and all present and future laws, general rules or regulations of any governmental authority now, or at any time during the entire term of this License or any renewals or extensions thereof or during any holdover period, in force, relating to sanitation or public health, safety or welfare, or for the protection of life, limb or property; and Licensee shall at all times faithfully obey and comply with all laws, rules and regulations applicable thereto. Licensee, at its sole cost and expense, shall remedy without delay any defective, dangerous or unsanitary condition(s) caused by Licensee or anyone related thereto. Licensee shall comply with all written notices served by City with regard to the care and maintenance of the Premises. Any written notice hereunder shall specify the work to be done and the period of time deemed to be reasonably necessary for completion of such work. Should Licensee fail to commence making the necessary repairs within three (3) days after receiving such notice, or fail to diligently proceed to complete the necessary repairs within the period of time specified in the City's notice, City shall proceed to cause the required work to be performed, and Licensee shall promptly reimburse City for the cost of labor and materials thereof and pay City interest on such costs at a rate of 10 percent(10%) per annum from the date the costs were incurred by City to the date they are reimbursed to City by Licensee. 15 23-12434/305343 Licensee hereby expressly waives the right to make repairs at the expense of City and the benefit of the provisions of Section 1941 and 1942 of the California Civil Code relating thereto, if any there be. SECTION 20. DAMAGE DESTRUCTION OR NUISANCE Licensee shall not commit or permit the commission by others of any waste, damage or destruction of, on, or to the Premises. Licensee shall not maintain, commit or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Premises; and Licensee shall not use or permit the use of the Premises for any unlawful purpose. SECTION 21. PAYMENT OF OBLIGATIONS Licensee shall promptly pay, at its sole cost and expense, before they become delinquent, all lawful taxes, assessments or charges, which at any time may be levied by any governmental agency including the State, County, City or any tax or assessment levying body upon any interest in its agreement, as well as all taxes, assessments, and charges on goods and merchandise. Licensee must become and remain compliant with Sales and Use Tax Regulation 1603. Licensee must maintain separate accounting records by sales category and sub-category (i.e., beverages, soda, water, food, chips, etc.) and tax will remain applicable to the sale of food products that are taxable under Regulation 1603. Licensee shall promptly furnish to City satisfactory evidence establishing such payment. SECTION 22. BUSINESS LICENSE Licensee shall maintain a business license from City during the entire term of this License or any renewals or extensions thereof or during any holdover period. 16 23-12434/305343 SECTION 23. SIGNS ADVERTISING AND APPROVAL OF NAME City shall have the right to approve in its sole discretion and at any time require Licensee to change or remove signs, names,placards, decorations or advertising placed on, or inscribed,painted or affixed upon the Premises. Should City approve of any sign, name, placard, decoration or advertising, Licensee shall maintain the same at all times during the entire term of this License or any renewals or extensions thereof or during any holdover period in good appearance and repair. All signs, names, placards, decorations or advertising must comply with all requirements of any governmental authority with jurisdiction. SECTION 24. NO ASSIGNING SUBLEASING OR ENCUMBERING The parties acknowledge that City is entering into the License in reliance upon the experience and abilities of Licensee and its principals. Consequently, Licensee shall not voluntarily assign, encumber or otherwise transfer its interest in the License or in the Premises, or sublicense all or any part of the Premises, or allow any other person or entity (except Licensee's authorized representatives)to occupy or use all or any part of the Premises without the prior written consent of City, which consent shall not be unreasonably withheld. SECTION 25. TERMS BINDING ON SUCCESSORS All the terms, covenants and conditions of this License shall inure to the benefit of and be binding upon the parties and their successors and assignees. The provisions of this Section shall not be deemed as a waiver of any of the prohibitions and conditions against assignments, subletting, sale or other transfer of the Agreement or other transfers hereinbefore set forth. SECTION 26. DEFAULT The occurrence of any one or more of the following events shall constitute a material default and breach("Default") of this License by Licensee: 17 23-12434/305343 A. Licensee's failure to make any payment of the rent or other payment required to be made by Licensee at the time required for payment under this License. B. Licensee's failure to obtain or maintain the insurances as required under this License. C. Licensee's vacating or abandonment of the Premises for two (2) or more consecutive business days during the entire term of this License or any renewals or extensions thereof. Closure of the Kiosk for more than a combined total of one hundred eighty (180) days in a calendar year, minus any days of closure of the Kiosk caused by City, shall be deemed an abandonment of the Premises. D. Licensee's violation of Section 14 (Indemnification, Defense and Hold Harmless Agreement), Section 24 (No Assigning, Subleasing or Encumbering), Section 30 (Hazardous Substances), Section 34 (Nondiscrimination), Section 32 (Sale of Alcoholic Beverages and Entertainment Prohibited), Section 40 (Conflict of Interest) or Section 42 (Compliance with Laws). E. The insolvency of Licensee as evidenced by a receiver being appointed to take possession of all or substantially all of Licensee's assets located at or on the Premises or of Licensee's interest in this License, or the making by Licensee of a general arrangement or assignment for the benefit of creditors, or Licensee's filing a petition in bankruptcy, whether voluntary or involuntary, or the attachment, execution or the judicial seizure of substantially all of Licensee's assets located at or on the Premises or of Licensee's interest in the License. F. Licensee's failure to observe or perform any other term, covenant, obligation, duty,responsibility or condition of this License to be observed or performed by Licensee when such failure shall continue for a period of thirty (30) days after City's giving written 18 23-12434/305343 notice to Licensee, or such earlier period if specifically set forth in this License; however, if the nature of such failure is such that more than thirty(30) days are reasonably required for its cure, then Licensee shall not be deemed to be in Default if Licensee notifies City of the length of the additional time required to cure and receives City's written approval of the additional time required, which approval will not be unreasonably withheld, and commences such cure within such thirty (30) day period and diligently proceeds with such cure to completion during such additional time period approved by City. SECTION 27. TERMINATION. The Licensor may terminate the agreement at any time upon written notice to Licensee for any reason. In the case of a termination for the Licensor's convenience,the Licensee will be given 60 days written notice. In the case of termination of Kiosk for cause, City shall give Licensee thirty (30) days written notice of the good cause for termination. If City determines that Licensee has failed to cure the cause within the thirty day period, City shall give Licensee notice of its failure to cure, subject to seven(7) days to vacate the Premises. City also shall be entitled to recover as damages all of the following: A. The worth at the time of the award of any unpaid rent or other charges which have been earned at the time of termination; B. The worth at the time of the award of the amount by which the unpaid rent (each month's rent would be calculated as the average rent for that same month in the preceding years, or if Licensee did own/operate the Kiosk in the preceding years,then each month's rent would be calculated as the average of all months Licensee owned/operated the Kiosk) and other charges which would have been earned after termination until the time of the 19 23-12434/305343 award exceeds the amount of the loss of such rental and other charges that Licensee proves could have been reasonably avoided; C.. The worth at the time of the award of the amount by which the unpaid rent (each month's rent would be calculated as the average rent for that same month in the preceding years, or if Licensee did not own/operate the Kiosk in the preceding years,then each month's rent would be calculated as the average of all months Licensee owned/operated the Kiosk) and other charges for the balance of the term after the time of the award exceeds the amount of the loss of such rental and other charges that Licensee proves could have been reasonably avoided; D. Any other amount necessary to compensate City for the detriment proximately caused by Licensee's failure to perform its obligations, liabilities, duties or responsibilities under this License; and E. At City's sole discretion, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law. SECTION 28. WAIVER OF CLAIMS Licensee hereby waives any claim against City, its officers, elected or appointed officials, employees, agents or volunteers for damage or loss caused by any suit or proceeding directly or indirectly attacking the validity of this License, or any part thereof, or caused by any judgment or award in any suit or proceeding declaring this License null, void or voidable, or delaying the License or any part thereof from being carried out. SECTION 29. PHOTOGRAPHY Licensee acknowledges and agrees that City may grant permits to third parties engaged in the production of still and motion pictures and related activities to take photographs or videos of 20 23-12434/305343 or on the Premises when such permission shall not interfere with the primary business of Licensee, all without providing Licensee with notice or requiring consent by Licensee. SECTION 30. HAZARDOUS SUBSTANCES Licensee represents and warrants that its use or occupation of the Premises shall not generate any Hazardous Substance (as defined below in this Section), and it shall not store or dispose on the Premises nor transport to or over the Premises any Hazardous Substance during the entire term of this License or any renewals or extensions thereof or during any holdover period. The foregoing restrictions shall not be deemed to restrict or prohibit the use by Licensee of ordinary cleaning products as customarily used in Licensee's ordinary course of business at the Kiosk, provided that Licensee complies with all provisions of law as to the use, storage and disposal of such products. Licensee further agrees to clean up and remediate any such Hazardous Substance on the Premises, and agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation (including arbitration) of every nature or liability of any kind or nature) arising out of or in connection with any such Hazardous Substance and any damage, loss, or expense or liability resulting from any such Hazardous Substance including, without limitation, all attorney's fees, costs and penalties incurred as a result thereof except any relicense caused by the sole negligence or willful misconduct of City. Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Licensee. 21 23-12434/305343 "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as a hazardous or toxic waste, hazardous or toxic material,hazardous or toxic or radioactive substance, or other similar term, by any Federal, State or local environmental law, regulation or rule presently in effect or promulgated in the future, as such law, regulation or rule may be amended from time to time; and it shall be interpreted to include, without limitation, any substance which after relicense into the environment will or may reasonably be anticipated to cause sickness, death or disease. SECTION 31. NONDISCRIMINATION Licensee and its employees shall not discriminate because of race, religion, color, ancestry, sex, age, sexual orientation, family or marital status, national origin or physical handicap against any person by refusing to furnish such person any accommodation, facility, rental, service or privilege offered to or enjoyed by the general public. Nor shall Licensee or its employees publicize the accommodation, facilities, rentals, services or privileges in any manner that would directly or inferentially reflect upon or question the acceptability of the patronage of any person because of race, religion, color, ancestry, sex, age, sexual orientation, family or marital status, national origin or physical handicap. In the performance of this License, Licensee shall not discriminate against any employee or applicant for employment, because of race, religion, color, ancestry, sex, age, sexual orientation, family or marital status, national origin or physical handicap. Licensee shall take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, religion, color, ancestry, sex, age, sexual orientation, family or marital status, national origin or physical handicap. Such action shall include, without limitation,the following: employment, upgrading, demotion or transfer; 22 23-12434/305343 recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including, without limitation, apprenticeship. Licensee shall post in conspicuous places, available to all employees and applicants for employment, notices setting forth the provisions of this Section. SECTION 32. SALE OF ALCOHOLIC BEVERAGES AND ENTERTAINMENT PROHIBITED Notwithstanding anything to the contrary, the sale or provision of alcoholic beverages and/or live entertainment in, on, or from the Premises is expressly forbidden, unless expressly permitted in writing by City in advance. For any proposed sale or provision of alcoholic beverages, Licensee must first obtain written City approval prior to submitting any request for approval to the Alcohol Beverage Commission. SECTION 33. LIENS Licensee shall keep the Premises free and clear from any and all liens, including, without limitation,mechanics' or materialmen's' liens, claims and demands for work performed, materials furnished, or operations conducted on or about the Premises or by reason of any use or occupancy by Licensee, or any person claiming under Licensee. When applicable, Licensee shall cause a notice of non-responsibility to be poste4l and recorded pursuant to California Civil Code Section 3094. SECTION 34. RESTORATION AND SURRENDER OF PREMISES On expiration of termination of this Agreement, Licensee shall promptly surrender and deliver the Premises to City in as good a condition as they are now at the commencement of the Agreement, reasonable wear and tear excepted. City may, in its sole discretion, accept all or any portion of the Premises, as then improved with improvements, and equipment; or City 23 23-12434/305343 may require Licensee to move all or any portion of such improvements, and equipment at Licensee's own risk, cost and expense. City may itself remove or have removed all or any portion of such improvements, and equipment, at Licensee's shall restore the Premises as nearly as possible to the conditions existing prior to their installation or construction. All such removal and restoration shall be to the satisfaction of City and shall be completed within thirty(30) days of the expiration or termination of this Agreement. SECTION 35. DESTRUCTION Should the Premises be partially destroyed,this License shall continue in full force and effect, and Licensee, at Licensee's sole cost and expense, shall complete the work of repairing and restoring the Premises to their prior condition providing such work can be accomplished under all applicable governmental laws and regulations within one hundred eighty (180) days. Should the Premises be so far destroyed that in City's reasonable judgment they cannot be repaired or restored to their former condition within one hundred eighty (180) days, City shall give Licensee notice of such determination in writing and each party may, in that party's sole discretion: A. Continue this License in full force and effect in which case Licensee shall repair and restore, at Licensee's sole cost and expense,the Premises to their former condition; or B. Terminate this License by giving the other party thirty (30) days' written notice of such termination within sixty (60) days after the date that City gives Licensee notice that the Premises cannot be repaired or restored to their former condition within one hundred eighty(180) days. In the event that either party elects to terminate this License, the entire amount of any insurance proceeds (excluding such proceeds for Trade Fixtures, personal 24 23-12434/305343 property whether or not owned or licensed by Licensee and trade inventory, but only to the extent that the insurance proceeds specifically cover those items) shall be paid to City. The proceeds of any such insurance payable to City may be used, in the sole discretion of City, for rebuilding or repair as necessary to restore the Premises or for any other such purpose(s) as City sees fit. In addition, if Licensee elects to terminate the License, Licensee must still comply with all of its obligations, liabilities, duties and responsibilities under the License, including, without limitation, paying any rent due up to the time of termination and surrendering the Premises, in accordance with the requirements of this Agreement. In the event of the damage or destruction of Improvements, Trade Fixtures and/or personal property located on the Premises not giving rise to a termination of this License, Licensee shall, at its sole cost and expense,replace and repair the same as soon as reasonably possible to permit the prompt continuation of Licensee's business at the Premises. SECTION 36. NO ABATEMENT OF RENT DURING REPAIR WORK The rent shall not be abated for the time Licensee is prevented from using the whole or a portion of the Premises. In addition, Licensee shall not be excused from the payment of taxes, insurance or any other obligations for the time Licensee is prevented from using the whole or a portion of the Premises. SECTION 37. CITY'S OPTION TO CLOSE THE PREMISES City may close the Premises without liability and without advance notice to Licensee therefore at any time as City in its sole discretion deems necessary for the protection of life, limb or property, or for public health, safety or welfare purposes, or upon reasonable notice to effect any repair,remodeling or rebuilding deemed necessary by City in its sole discretion. 25 23-12434/305343 The length of time of any closing of the Premises by City longer than two (2) weeks during a period when the Kiosk would otherwise be open shall extend the term of the License by the same amount of time. If this occurs, Licensee and City shall memorialize this extension in writing. SECTION 38. DELIVERIES OF SUPPLIES City may establish the days and times deliveries of supplies may be made and advise Licensee in writing thereof. SECTION 39. EMPLOYEE PARKING City shall establish the days, times and locations where Licensee and Licensee's employees may park, and the number of automobiles,trucks, and other motorized and non- motorized vehicles that Licensee and Licensee's employees may park, and advise Licensee in writing thereof. SECTION 40. CONFLICT OF INTEREST Licensee warrants and covenants that no official or employee of City, nor any business entity in which an official or employee of City is interested, (1) has been employed or retained by Licensee to solicit or aid in the procuring of this License; or(2) shall be employed by Licensee in the performance of this License without the immediate written divulgence of such fact to City. In the event City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Licensee,upon request of City, shall terminate such employment immediately. For breaches or violation of this Section, City shall have the right both to terminate this License without liability and, in its discretion, recover the full amount of any such compensation paid to such official, employee or business entity.No official or employee 26 23-12434/305343 of City shall have any financial interest in this License in violation of the applicable provisions of the California Government Code. SECTION 41. NOTICE Unless specifically providing for verbal or electronic notice, all notices, certificates, or other communications required to be given hereunder shall be in writing and made in the following manner, and shall be sufficiently given and deemed received when(a)personally delivered; or(b)three (3) business days after being sent via United States certified mail— return receipt requested; or(c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that City and Licensee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: CITY: LICENSEE: City of Huntington Beach One Fine Blend ATTN: Director of Community & Library ATTN; Subhash& Sushila Patel Services 10205 Bunting Avenue 2000 Main Street, P.O. Box 190 Fountain Valley, CA 92708 Huntington Beach, CA 92648 SECTION 42. COMPLIANCE WITH LAWS Licensee, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, including, without limitation, Federal, State, county or municipal,relating to Licensee's use and occupancy of the Premises and/or operation of the Kiosk whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. This License is expressly subject to the laws, regulations and policies of City. Licensee shall deliver to City a copy of any notice from any 27 23-12434/305343 governmental entity received by Licensee regarding any alleged violation of law regarding the License, Premises or the Kiosk or from any person allegedly entitled to give notice under any conditions, covenants, or restrictions binding or affecting the Premises. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity,that Licensee has violated any such statute, ordinance, regulation or requirement shall be conclusive as between City and Licensee and shall be grounds for termination of this License by City. SECTION 43. MODIFICATION No waiver or modification of any language in this License shall be valid unless in writing and duly executed by both parties. SECTION 44. INDEPENDENT CONTRACTOR Licensee is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Licensee shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Licensee and its officers, agents and employees and all business licenses, if any, in connection with the License and/or any services to be performed hereunder. SECTION 45. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this License or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 28 23-12434/305343 SECTION 46. GOVERNING LAW This License shall be governed and construed in accordance with the laws of the State of California. SECTION 47. ENTIRETY The parties acknowledge and agree that they are entering into this License freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this License. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party, or anyone acting on that party's behalf, which are not embodied in this License, and that that party has not executed this License in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this License. The License,,and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this License, the Premises, the leasing of the Premises to Licensee, or the license term created under this License and supersede all prior understandings and agreements, whether oral or in writing between the parties respecting the subject matter hereof. 29 23-12434/305343 IN WITNESS WHEREOF, the parties hereto have caused this License to be executed by and through their authorized officer's 11.4tiy .2/14' , 2023. LICENSEE: CITY OF HUNTINGTON BEACH, a ONE FIND B municipal corporation of the State of \. California By: ITS: (CIRCLE ONE) 05/�26123 I t'? 4.40 ,3 / Mayor Chairman/President/Vice President 0 N126?040L, ` 1-44u4.111,, AND City Clerk (i/403 c ' By: ITS: (CIRCLE ONE) INITIATED AND APPROVED: Chairman/President/Vice President ire r of uni Library Services REVIEWED A i • 'PROVED: City Man. I�� APPRO -: • S TO FORM: Ci Attorney 0' 30 23-12434/305343 EXHIBIT A ISM .-•. , / ,„.....„,—,.... 1 \ , / \\\. \ i Maly ROOM i 1 BM I ! Ann i 'i I *catt \ \\%•,, /\\, , < ,. Marmeng Roam / ....- \ / ,z.,,,,r\/ ..., ' ' i .,/ leclma i i / • kiteting born C VIM -'to'In/ ./ ,, Petminte 0 ta!near 4tet (:/' / .• . ' ,t4 \ ,,,,, 1 ifkri; /2' __ 44' ''' / '.....\ k // .i.,..., - - '' 's Meeting Room 0 ... /,' \ One Fine Blend V . ie. v,,,, ,,,/ Vibram ! " 600 Square Foot .,, ., c: \\I\ \ ,-, , ,„ itaff ol,./ . /I ' ' `•' '' A"emsw'''' a\------\ \ .,,, „,.), Kitte.ri ff. r/01641,4.0/ICWece/./ /1,./c„,'?"-,,,....-7: \..... Leaseable Area 1 Zename. , / .///' ,„ :; / ../ 1 777 mobniaaomE A'agia '' ''\ / / / / \' Rowe H._ . . / / / .,.. . /, „ / ........ .. , , / i/ i .....,.. ,,,, , P . tlili i t . 1 7*IP /4/ Ltaiv i '"--4 '''.--1141 — I i I. 31 23-12434/305343 ••:iAC Ra CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD1YYYY) • �/. 06/06/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTI)IORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the poilcy(tos)must have ADDITIONAL INSURED provisions or be e'7tdorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). , PRODUCER CONTACT TRACIE SINCLAIR Stc7L`G'Fann CHRIS FERRARO JR INSURANCE AGENCY INC. PRONE g E�(). 949.5II6-7060 C No): 949.586.1227 940 CALLE NEGOCIO STE 230 "AIL tracle.sinclair.fasu@statefarm.com AADDRESS.:._----- — SAN CLEMENTE,CA 92673 INSURERS)AFFORDING COVERAGE NAIL# _ - INSURER A; State Farm Fire and Casualty Company 25143 INSURED INSURERS: -----._..._...._._....__. ..-•-_---._.._.._........ PATEL,SUBHASH&SUSHILA INSURER C: DBA ONE FINE BLEND INSURER D: 7111 TALBERT AVE INSURERE .----------------------------•----•----._._........ ._......... HUNTINGTON BEACH,CA.92648-1232 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADpL SUBRr — — ——__-- — I POUCY EFF POLICY CXP — LTR TYPE OF INSURANCE iNSD I WVD POLICY NUMBER ;IMMlDDlYYYY IMMIPIlYYYY11 L{WITS x.COMMERCIAL GENERAL UABILIIY I I i 11,000,000 ftl EACH OCCURRENCE $ _.— � I v l • -rimmGE Tit ra§ifeu•' CLNMS•MADE [/\l OCCUR ! i ' 1 ('REh11SE3 Earxcu S 300,000 I i ! , I LIVED EXP(Anton°person}.-- $ 5,000 _ _...._._.._ A Y I 92J-A173-6 105/03/2023(05/03/2024 PERSONAL 8 ADV INJURY $ 1,000,000 GEN•.AGGREGATE LIMIT APPLIES PER: i I ! GENERAL AGGREGATE $ 2,000,000 — I POLICY L_`PRO- L.1 LOC I ,PRODUCTS_ ----..P AGG_.. 2,000,000----- I OTHER: I ff business property S 46,700 AUTOMOBILE LIABILITY ( I COMBINED SINGLE LIMIT $ .iaccidonl ___ ----.-- ANY AUTO I I BODILY INJURY(Per person) $ ••- OWNED —•1 SCHEDULED -- BODILY INJURY $— �_,..—._—_.— ._.__. AUTOS ONLY AUTOS ,-_—_.______- HIRED NON-OWNED I PROPERTY DAMAGE $ .__.. AUTOS ONLY _-...)AUTOS ONLY i i _.___._._.._�.__.____. • $ UMBRELLA LIAR I — OCCUR E j EACH OCCURRENCE _ S EXCESS DAB CLAIMS-MADE AGGREGATE $ DED 1 I RETENTION$ i I $ WORKERS COMPENSATION i I I PER I 1 OTH- AND EMPLOYERS'LIAe1LnY _._....... ti .._._.. 8._ .._._.---.---•--•------- ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N 1 A{ I ELEACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ..._..._...._..--_..,..._._._....._._.._.__----_--_.- (Mandatory In NH) E.L. ---DISEASE•EA EM PLOYEES __ ___ ____. _. DESsCoPm OPERATIONS below ` I E.L.DISEASE•POLICY LIMIT S , ► I I DESCRIPTION OF OPERATIONS 1 LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space Is required) ,Additional insured: City of Huntington Beach its officers elected or appointed officials employees agents and volunteers APPROVE S TO FORM By: MICHAEL E.GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ADDITIONAL INSURED: ACCORDANCE WITH THE POLICY PROVISIONS, City of Huntington Beach AUTHORIZED REPRESENTATIVE 2000 Main St ...-- • — Huntington Beach,Ca,92648 I O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849,12 03.16.2016 xc Policy No. 92 .79A173 CMP.4708.i Pagel of 2 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED—OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies Insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 J9A173 Named Insured: PATEL, SUI3HASH & SUSHILA DBA ONE FINE BLEND Name And Address Of Additional insured Person Or Organization: CITY OF HUNTINGTON BEACH ITS OFFICERS,ELECTED OR APPOINTED OFFICALS EMPLOYEES AGENT AND VOLUNTEERS - • 2000 MAIN STREET HUNTINGTON BEACH CA 92648 ADDED : 05-26-2022 • 1. SECTION II — WHO IS AN INSURED of b. If coverage provided to the additional In- SECTION II — LIABILITY is amended to in- sured is required by a contract or agree- dude, as an additional insured, any person or ment, the Insurance provided to the organization shown In the Schedule, but only additional Insured will not be broader than with respect to liability for "bodily injury', that which you are required by the contract "property damage", or"personal and adverbs- or agreement to provide for such addition- ing Injury"oaused,in whole or in part,by: al Insured;and • a. Ongoing Operations c. If the contract or agreement between you (1) Your acts or omissions;or and the additional Insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.05, the Insurance provided to the additioIn the performance of your ongoing opera- which: Insured is the lesser of that lions for that additional insured;or Products--Completed Operations (1) Is allowed for the satisfaction of a da- b. fense or indemnity obligation by Cali- "Your work" performed for that additional fornia Civil Code Section 2782 or insured and Included In the "products- 2782.05 for your sole liability; or completed operations hazard". (2)You are required by contract or However, Paragraph 1.above is subject to the agreement to provide for such addl- following: tional Insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the Insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or"suit"is tendered to us. 0.Copyright,Slate Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of In CONce glUEDces Office,Inc.,with its permission. • Page: 2/6 ' ' CMP•4788.1 Page 2 of 2 2. Any Insurance provided to the additional In- (3) The nature and location of any injury sured shall only apply with respect to a claim or damage arising out of the "occur- made or a "suit" brought for damages for rence"or offense; which you are provided coverage. b. Tender the defense and indemnity of any 3. With respect to the insurance afforded to the claim or"suit" to us and to all other Insur- additional insured, the following is added to ers who may have insurance potentially . SECTION Ii--LIMITS OF INSURANCE: available to the additional insured;and if coverage provided to the additional insured c, Agree to make available any other insur- is required by contract or agreement,the most ance the additional insured has for de- we will pay on behalf of the additional Insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION It a. Required by the contract or agreement;or LIABILITY. b. Available under the applicable Limits Of 5. With respect to the Insurance afforded the ad- insurance shown In the Declarations. ditional Insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other This endorsement shall not increase the ap- insurance of SECTION I AND SECTION Ii— plicable Limits Of insurance shown In the COMMON POLICY CONDITIONS: Declarations. a. This Insurance Is primary to and will not 4. With respect to the Insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured, provided Paragraph 3. Duties in The Event Of Occur- ,-" that the additional insured is a named In- rence, Offense, Claim Or Suit of SECTION sured under such other insurance. II—GENERAL CONDITIONS: b. Regardless of any agreement between The additional insured must: you and the additional insured, this Insur- ance is excess over any other Insurance a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable of an "occurrence" or an of- any other basis for which the additional In- fense which may result In a claim. To the sured has been added as an additional in- extent possible, notice should include: sured on other policies. (I) How, when and where the "occur- There will be no refund of premium in the event rence"or offense took place; this endorsement is cancelled. (2) The names and addresses of any In- . lured persons and witnesses;and All other policy provisions apply, 010.4788.t 1007033 148011 08.21-2014 A Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of insurance Services Office,Ino.,with 0s permission: 'Aa; em 3I Resolution No. 2008-63 CITY OF HUNTINGTON :EACH S / 4 2000 Main Street, Huntington Beach, CA 92648-2702 II no DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or events(s) if any vehicle(s) is used. Signature of Permittee: Print Name: Subhash R patel Company Name (if applicable): One Fine Blend Date Signed: 06/06/23' 16407 EXHIBIT 1 ATTACHMENT#5 PC\ ; Resolution No. 2008-63 S CITY OF HUNTINGTON :EACH 2000 Main Street, Huntington Beach, CA 92648-2702 j IJuntin ach Declaration of Non-Employer Status The State of California requires every enterprise or business to provide workers compensation insurance coverage. If you have no employees, you may make a { declaration to that effect by completing and signing this form and returning to: City of Huntington Beach 2000 Main $treet Huntington Beach, CA 92648;2702 l � l certify that in the performance of the activity or work for which this permit is Issued, I shall not employ any person in any manner so as to become subject to California Workers' Compensation Insurance requirements. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued under this declaration if I hire any employee(s) or become subject to the provision of the laws requiring Workers' Compensation Insurance. Fine/ Organization: One Fine Blend Address:7111 Talbert Ave, Huntington Beach, CA 92648 Applicant [please print]: Subhash R Patel Title, if any: Owner = th Applicant's Signature: warn, Date Signed: 06/06/23 Telephone Number: 714/862-6010 Please note that any Volunteer or family members or library employees helping at the Business premises are covered under the OPB Business insurance. ATTACHMENT #7 67 XC Policy No. 92 J9A173 page i aia THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP•4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM . SCHEDULE Policy Number: 92 J9A173 Named Insured: PATEL, SUBHASH & SUSHILA DBA ONE FINE BLEND Name And Address Of Person Or Organization:,• CITY OF HUNTINGTON BEACH ITS OFFICERS ELECTED OR APPOINTED OFFICALS EMPLOYEES AGENT AND VOLUNTEERS 2000. MAIN STREET HUNTINGTON BEACH CA 92648 ADDED : 05--26.2022 The following is added to Paragraph 10.b. of SECTION I AND SECTION II —; COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for Injury or damage arising out of: a. Your ongoing operations;or b. "Your work" done under contract with that person or organization and Included In the "products- completed operations hazard", This waiver applies only to the person or organization shown In the Schedule, All other policy provisions apply. CMP•4787 1008226 137716.4 11-141 2013 el,Copyright.State Farm Mutual Automobile insurance Company,2008 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. P.,s ea 4J ,0®®� NTINGT op cs ..<tili1P0F/476N<<II .nvtlib, City of Huntington Beach o - 2000 Main Street ♦ Huntington Beach, CA 92648 Q v� (714) 536-5227 ♦ www.huntingtonbeachca.gov vim .. - _. . . 0 c �°�NTY Os" Office of the City Clerk ®®ss" Robin Estanislau, City Clerk June 12, 2023 One Fine Blend Attn: Subhash & Sushila Patel 10205 Bunting Avenue Fountain Valley, CA 92708 Dear Mr. and Mrs. Patel: Enclosed is a fully executed copy of License Agreement between the City of Huntington Beach and Subhash and Sushila Patel, Individuals Doing Business as One Fine Blend for Operation of a Food & Beverage Kiosk at the Huntington Beach Library, approved by City Council on May 2, 2023. Sincerely, 101,01) 9Aktf74,40 Robin Estanislau, CMC City Clerk • RE:ds Enclosure Sister City: Anjo, Japan Ac ED CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 1 L.----'"' 06/20/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT TRACIE SINCLAIR NAME: SfafeFarrn CHRIS FERRARO JR INSURANCE AGENCY INC. PHONE FM:FM: 949-586-7060 FAX He}; 949-586.1227 ei9 940 CALLE NEGOCIO STE 230 E-MAILADDRESS: tracie.sinclair.fasu@statefarm.com WO, SAN CLEMENTE,CA 92673 INSURER(S)AFFORDING COVERAGE NAIL II INSURER A: State Farm Fire and Casualty Company 25143 INSURED INSURER B: PATEL,SUBHASH&SUSHILA INSURER C: DBA ONE FINE BLEND INSURER D: 7111 TALBERTAVE INSURER E: HUNTINGTON BEACH,CA.92648-1232 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTRINSR wun POLICY NUMBER IMMIDD/YYYY) 4MMIDD/YYYYI LIMITS x. COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 300,000 CLAIMS-MADE OCCUR PREMISES(Ea occurrencel $ MED EXP(Any one person) $ 5,000 A Y 92-J-A173-6 05/03/2022 05/03/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECT LOC 2,000,000 PRODUCTS-COMPlOP AGG $ OTHER: business property $ 45,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ fEa accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY _AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY ____ AUTOS ONLY IPer accident) APPROVED ASTO FORM $ UMBRELLA LIAR OCCUR F+ ` — -- EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE By: l AGGREGATE $ DED RETENTIONS MICHAEL E.GATES $ WORKERS COMPENSATION (LIY IAITORNPY OT- ANDEMPLOYERS'LIABILITY Y/N CITY OF HUNTINGTON BEACH PER ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE,$ I(yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 10t,Additional Remarks Schedule,may be attached I(more space Is required) • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ADDITIONAL INSURED: ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main St AUTHORIZED REPRESENTATIVE Huntington Beach,Ca.92648 7-24eGi, c5Gyl^C&))., I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001488 132849.12 03-18-2016 • xc Policy No. 92 J9A173 CMP-4786.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED—OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies Insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 J9A173 Named Insured: PATEL, SUBHASH & SUSHILA DBA ONE FINE BLEND Name And Address Of Additional Insured Person Or Organization: CITY OF HUNTINGTON BEACH ITS OFFICERS ELECTED OR APPOINTED OFFICALS EMPLOYEES AGENT AND VOLUNTEERS 2000 MAIN STREET HUNTINGTON BEACH CA 92648 ADDED : 05--26--2022 1. SECTION II — WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II — LIABILITY is amended to in- sured is required by a contract or agree- dude, as an additional insured, any person or ment, the insurance provided to the organization shown In the Schedule, but only additional insured will not be broader than with respect to liability for `bodily injury", that which you are required by the contract "property damage", or"personal and adverbs- or agreement to provide for such addition- ing injury' caused, in whole or in part,by:• al insured;and a. Ongoing Operations c. If the contract or agreement between you (1) Your acts or omissions;or and the additional insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.06, the insurance provided to the addi in the performance of your ongoing opera- hitch nal Insured is the lesser of that tions for that additional insured; or Products—Completed Operations (1) Is allowed for the satisfaction of a de- b. p B fense or indemnity obligation by Call- "Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the "products- 2782.05 for your sole liability;or completed operations hazard". (2) You are required by contract or However, Paragraph 1.above Is subject to the agreement to provide for such addi- following: tional insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the Insured only applies to the extent permit- additional insured under this endorsement un- ted by til a claim or"suit"Is tendered to us. 0,Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of InsurancectUEDces Office,Inc.,with Its permission. CMP-4786.1 Page 2 of 2 2. Any Insurance provided to the additional in- (3) The nature and location of any injury sured shall only apply with respect to a claim or damage arising out of the "occur- made or a "suit" brought for damages for rence"or offense; which you are provided coverage. b. Tender the defense and Indemnity of any 3. With respect to the insurance afforded to the claim or "suit" to us and to all other insur- additional insured, the following is.added to ers who may have insurance potentially SECTION II—LIMITS OF INSURANCE: available to the additional insured; and If coverage provided to the additional insured c. Agree to make available any other insur- Is required by contract or agreement, the most ance the additional insured has for de- we will pay on behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION II — a. Required by the contract or agreement;or LIABILITY. b. Available under the applicable Limits Of 5. With respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other This endorsement shall not increase the ap- Insurance of SECTION I AND SECTION II— plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS: Declarations. a. This insurance is primary to and will not 4. With respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured, provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is a named in- rence, Offense, Claim Or Suit of SECTION sured under such other insurance. Il—GENERAL CONDITIONS: b. Regardless of any agreement between The additional insured must: you and the additional insured, this insur- ance is excess over any other insurance a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable of an "occurrence" or an of- any other basis for which the additional in- fense which may result in a claim. To the sured has been added as an additional in- extent possible, notice should Include: sured on other policies. (1) How, when and where the "occur- There will be no refund of premium in the event rence"or offense took place; this endorsement is cancelled. (2) The names and addresses of any in- jured persons and witnesses; and All other policy provisions apply. CMP-4786.1 1007033 148011 08-21-2014 O,Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. r ' XC Policy No. 92 J9A173 CMP-4787 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 J9A1.73 Named Insured: PATEL, SUBHASH & SUSHILA DBA ONE FINE BLEND Name And Address Of Person Or Organization: CITY OF HUNTINGTON BEACH ITS OFFICERS ELECTED OR APPOINTED OFFICALS EMPLOYEES AGENT AND VOLUNTEERS 2000 MAIN STREET HUNTINGTON BEACH CA 92648 ADDED : 05-26-2022 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 1006225 137715.1 11 19 2013 ©,Copyright,State Farm Mutual Automobile Insurance Company,200E Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Resolution No. 2008-63 1, -r A . CITY OF HUNTINGTON !l FACH 2000 Main Street, Huntington Beach, CA 92648-2702 Ili f,uIuii. nit, DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or events(s) if any vehicle(s) is used. b (AiSignature of Permittee: Print Name: Subhash R patel , Company Name (if applicable): One Fine Blend Date Signed: 5/25/22 16407 IXHIBIT, ATTACHMENT#5 Resolution No. 2008-63 Su ity OD CITY OF HUNTINGTON :EACH 2000 Main Street, Huntington Beach, CA 92648-2702 }full each,; Declaration of Non-Employer Status The State of California requires every enterprise or business to provide workers compensation insurance coverage. If you have no employees, you may make a declaration to that effect by completing and signing this form and returning to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648-2702 1 certify that in the performance of the activity or work for which this permit is issued, I shall not employ any person in any manner so as to become subject to California Workers' Compensation Insurance requirements. 1 authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued under this declaration if I hire any employee(s) or become subject to the provision of the laws requiring Workers' Compensation Insurance. Company/ Organization: One Fine Blend Address:71 Talbert Ave, Huntington Beach, CA 92648 Applicant [please print]: Subhash R Patel Title, if any: Owner Applicant's Signature: W(1— Date Signed: 5/25/22 Telephone Number: 714/862-6010 Please note that any Volunteer or family members or library employees helping at the Business premises are covered under the OFB Business insurance.ATTACHMENT#7 • 4,......�� IN ''tf\c%-im G I 0 •.. ease _ _---- _: - -_ •. Agreement �' it _,. .__ ,, fi /il1,i, ! i _ __ _ n � • -_�-�_ .\,„ One Fine Blen _ -__ _ • _____ _ _. • , , ,,, ,,,_,. , A ..„__ _ ------ : ,c jar I >,Wi7 09 , 1 ••• Q May 2, 2023 •••..• \ 0 Co c � /, I'''/, 347 One Fine Blend Lease Agreement . ; ..._,T.7...:2„...,,..;:__T_:. ....„,..:: ...„ r-------- ,. ' '-,:t 1 a 4V, 1.. V TERM il OPTIONS ij RENT ' '''4,-',A 41 %AO ' Previous ii ..10-year , ,. N/A ' '' ' 3% monthly' r:9sSales over ,1 i - - ,, , - „1 „ - i. . 1 ' ' r ' 'i $12 000 . , '' ., , „3.1 — , , , W.; '';g' 1 Terms .. !!..., ' : . 1,, - ' , h r ° ;_:---. .--,:', , I,. 11 ,1 $750 —Base rept . .... .„.., !•...,,,,,,—...,...:___- ......_:k--..---v.,."..,..„ .------Pr-O---pOecl : 3 Lyear Two 1-year '.! 3% monthly gross sales over ,. ., , -', , : t....,,,' •,v,ii..1. i , , , ' 4,411,,C 1, Ofid'tinelirehdiVii.aft ,ii.94e,y -- tkj ,., New Terms i; . if extensions '.'! $12,000 . i '''''."''' ' ' .10$4141k„,Mi.)31111 •!': IfV # ',I iiiir4iiTA*6.ta:01/14.' 1:77T ' V 41t i , • - ' 4 ' '".' ' ''71rtfileli".#4,, '. iit0', ' ' P.,i-i 1.4.' ' , • !' ''', ' l'. ' ''' i 1 14 850 = Base Rent . ., ..—... . . 44,4:116, Apr100 , - 1! ,_- -- Z3-7,`----7 ,--,- --- 04,,,,,,,,,r............... j * ............. 4/ '"• or,<)c......-•LoaPongre.;.. ,,.. 4...,,,,„ ‘ - -tr.,\ ,i is,i —.7 -- --- -* %S,i ----:.464galtu, i • \ : -'"•:: __-: c:''•- •-- ..Z :‘-'-;10-/: ...'•, \ %- • .... .....4....,L-.•. . • \#***"el- -1,%••e% il ,,„, 61,,%...•17 1341....• \-s, 0 .../ . . ,, , ,,,,,,.,,, ,. ,,,,,,,,,,„.„;.:,..,-,-!"- ,,.T," 7,,,:,,,.. R.C:.t'. =. '`=','" ''',.,,, ' - -'-% -..t.,',,&e,1--, •-,-,..-„.,....,,,,,v -.„ - , 4 . 4? . :• ° . ,.. , = QuesLions • ' i.''-'; " _.,, ' '''' , _ , `‘,21.5" leg.,Ar• i -=•=1- _•• ..,„. t,,,f,,,k ,.,, .,;.„-,,...,,.., ..-o r,•....,....:,.2.:Ti,.,,;,,,,---,k-ip-:"'-'--*-..-L.', ,, ' ' -:':' liviiIIP ' I EBL' ' _,..,.,_....„-... :._-..,..t,-T-- -,.\i ..,, ' . ,=.4 ?77;k410..' ''' ''''',:'41,1.' ,-,-,, ,,..? .- ;,....•,--'ka 1 \ 111*,;., rd , :-- ..A .-- .7.,-,,,-,- ;,..,4 ,..4, • ,,..4 ,,./:,:*,;,.,,),273.z,'„f,'11,k.-„-', --,- .:4%4''''':''4'14ft:1') '' ' "P• --"-' ' ';, - -; .Y-- :2';'r.'"7--..'" ..."--'4',..;!.t..44r.,;', 47,:, ,,i.- ..s..,,,4-1. ,--,—,P.:-:,.,,,,,---',...-,,,,,-„- .,..-„,,!-',..",.,-'....-....;•,. i-.. --__„-..,..,---er,,,-i•c-,-...: n1 ,.--:q• '.,--- --- ..,„,,_,,,7,„_ ' i.,,,:'''•,--,",,,,,.. :.-- ...-.--,,•...::::::,..-.:,,444.;1;..-\-:,,„:,----.7.. ••-, --— •''' .• ' --.--' k•74-'-'•-•''.. 41••/..!-4 N ..-: ' :•.-4;7,4- -, ....-t.:,--,7,77:--,p ‘ 7.7,7' .- • --is,,fi,iA,, - — \-v',.,,,,-,-- '2 ,-:-: ', 7,tt • 1-r.e''' '._, _ , ,1,,,, -:..,,), ,,„.•"7. ....i.o.„0.-11 4,,,,`,*,c4...,, .1-. tt.T.:41,',iliel3%. ..9, . . , • .'''r - ',• .."k „,r . ,r, — 5-. , ,, • , ; 14 '''''1*:7;*::(Tr 4:4,,,ta4f:.- = r,,,‘ .. 1"" 1, _ :' ' .. i • ,, ._;,,,,tier, i:_;,11,414,41',4", =' .•;`,-,,,,,.-.:,4.4,---'-'5--',...,-, ''G.*:. . 0 . -4,,' ,tiiik7Pg'.-4=-1-•.''.. 4..e=4,-ili..tv-...1... ,,„ 2-4,,,e1,-N-r,.... .,-..---,5,,,,:- ,. ., •,, ....:.4".;_ _ _-.., i,,r,..-„, -,,c',;,---.A6';‘,4v-i,-.43*4,1,,3 ,-41.,,,,Ek.„1.4* ...,,,,,,,,,,,.-., ,,,,,,,,,r..--,.....--t..--,-,...,,,,,,,..._ •.,, ..,.--. -- ir -......,..., ,'T-. A..,yz,'..-- 1.94-'..-.J.: ;',..i.it.....1.'?",“:.:,,,,, .1%C"''''' Za. - *4‘..1„ ‘'''''f."1 •-• 4 t 'i.,...;.:7"'• — ' ' - .." • .,. .. ,,....., . . . . . LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SUBHASH AND SUSHILA PATEL, INDIVIDUALS DOING BUSINESS AS ONE FINE BLEND FOR OPERATION OF A FOOD &BEVERAGE KIOSK AT THE HUNTINGTON BEACH LIBRARY THIS LICENSE AGREEMENT(the "Agreement") is made and entered to by and • between the CITY OF HUNTINGTON BEACH, a municipal corporation o.'the State of California("City") or("Licensor") and SUBHASH AND SUSHILA P TEL, INDIVIDUALS DOING BUSINESS AS ONE FINE BLEND, ("Licensee") collec ely(the "Parties"). WHEREAS, City wishes to provide for the managem:'t of certain real property(the "Property"), described as a coffee cart/snack kiosk cart 'osk")at the lower level of the Huntington Beach Central Library& Cultural Cente• ("Library") located at 7111 Talbert Avenue, Huntington Beach, California. The to "Premises" as used in this Agreement shall mean both the Property and the Improveme► s. Licensee desires to operate and manage the Premises in the manner set forth below. NOW, THEREFORE, the p. 'ies covenant and agree as follows: SECTION 1. GRANT r CONCESSION ON THE PREMISES City,pursuant to the terms of this License, grants to Licensee for the purposes stated herein,the right, privil:.:e and duty to equip, operate and maintain a coffee and snack kiosk cart("Kiosk") at th- Library in the area set forth in Exhibit A which is attached hereto. Licensee hall not use the Premises for any other purpose or business other than those specifically G rovide for herein. C. grants to Licensee permission to sell coffee, sandwiches, fruit, snack items and beve 4ges. 1 23-12434/305343 A map depicting the Kiosk site is set forth in Exhibit"A" which is attached hereto .,'d incorporated herein by this reference. City reserves the right to relocate the Kiosk sho d the need arise due to better placement, facility issues, or emergency situations. Licensee will obtain at its sole expense all licenses and/or approval n;cessary for its operation of a Kiosk on the Premises and shall maintain such licenses/a.rprovals throughout the time it uses the Premises. Licensee will comply with all local, s .te, and federal laws and ordinances in operating the Kiosk. Licensee shall at all times during the term of the Aleement, at its own cost, and expense,provide administration,marketing and supe sion of the Kiosk operations. Licensee shall be solely responsible for set up and 'akedown within operation hours. Licensee is also responsible for all permitting, 'nsurance,tax liability and other items related to operation of Kiosk. SECTION 2. ACCESS TO AN rI USE OF PREMISES Hours of operation for the ►. osk are 1:00 p.m. to 8:30 p.m. on Mondays, 9:00 a.m. to 8:30 p.m. Tuesday through Th ,r sday, 9:00 a.m. to 5:00 p.m. Friday and Saturday and 1:00 p.m. to 5:00 p.m. on Sunda excluding City-recognized holidays. An additional thi,' (30) minutes of time to set up and clean up before and after operating hours is al-• allowed. Use of the Library outside the operation times will be prohibited due to security and safety issues, unless approved in advance by the Director or designee. The'nability of the Licensee to leave the Premises by the end of the thirty(30) minute cle., -up time will be considered a violation of the Agreement. After two (2) violatio►s, Licensee shall pay twenty-five ($25.00) dollars per hour for any additional costs inc red by the Library for staffing. This may also be grounds for termination of the 2 23-12434/305343 Agreement. The City reserves the right to change the schedule due to specific events, weather, natural disaster, facility issues,health and safety, or other acts beyond the Ci r 's control. In most cases, City will notify Licensee no less than 72-hours in advanc;- should modification be required to the schedule or location of Licensee's services. owever, City will strive to provide as much notice as reasonably possible in the even +f modification or changes. Shall a special event interrupt standard operating hours, alternative schedule may be arranged by mutual agreement. The Licensee shall have no 'ght to use the premises except during those hours described. Permission shall not be unre.sonably withheld. The Kiosk shall not interfere with the normal operations of Library. The Kiosk may be closed to accommodate ' ity observed holidays, special events held within the Library, or any other reason beyon. he City's control. City will make every attempt to notify Licensee in advance of. • planned closures. City has no obligation to issue a rent credit for such closures. Licensee may have access to the kitchen no earlier than 8:00 a.m. on Tuesdays and Fridays for up to four(4) hours,'o allow for food preparation. When there are Library events in which the kitchen is beinv used or rented,precedence is given to the Library event or kitchen rental over the Licensee's time. In the event of such a conflict,the Library Services Manager may grant alternative time from for kitchen preparation time. No additional kitchen use is pe itted by Licensee outside operating hours. Use of the kitchen by Licensee is prohibited en the Library is rented for public use unless prior written approve is given by the Directo. of Community&Library Services. All clean-up of the kitchen or Kiosk area shall be .erformed by the Licensee or their staff, if applicable. 3 23-12434/305343 Deliveries must be made during the permitted operating hours. Any attempted delivery before or after the permitted,operating hours will not be accepted. Licensee shall be responsible for providing the Kiosk, essential materials, and . y additional equipment or furnishings needed to operate, outside of the equipment . d furnishings provided by City. Licensee is responsible for repairs of equip :-nt or furnishings at their own cost and expense. Any equipment furnishings purchased • repaired may be eligible for a rent credit at the discretion of the City. All replace -.nt appliances must be Energy Star Qualified, and must be approved by City prior to e purchase, if rent credit is to be considered. Any equipment or furnishings repaired or purchased through a rent credit shall become property of the City. Licensee shall at all times use good energ 'practices as described in the State of California Flex Your Power Best Practice G :de for Restaurants. Any display items, furniture or ap r`iances to be used must be approved in advance by the Director of Community& Library' ervices. Displays may not cover or obstruct any entrance to a meeting room, aisle 'r walkway, or other Library signage. City reserves the right to have Licensee remove . y marketing or messaging. Licensee shall mai ain the cleanliness of Kiosk area and keep it in a safe and sanitary manner. Premises sha be left completely clean and free of trash and debris after each day of business. Licensee's supplies, equipment, etc.,may not block any door, isles, ingresses or egresses. Lice :ee must keep Kiosk supplies within the designated footprint of the Kiosk area. Licen ee may not place cords,hoses,wires, conduits, or other such material in a manner an may cause a trip hazard, and shall make public and employee safety a priority. Thes items are not permitted to cross pedestrian pathways. Licensee shall perform routine 4 23-12434/305343 monthly cleaning and maintenance of sinks and drain lines in an effort to eliminate odor and residue buildup, using a commercial plumbing product approved by City. The inability • ' the Licensee to maintain organization and/or cleanliness of the Kiosk area shall be cons'+ered a violation of the Agreement. After two (2)violations, CITY may consider the violations grounds for termination of the Agreement. All food and beverage shall be offered or sold in recyclable pa.-r or plastic containers. No pull top cans or Styrofoam containers are to be vended or disp-nsed from the property by Licensee in accordance with City.Resolution 2005-1. City e aects Licensee to use environmental best practices when purchasing and dispo ' g of supplies. SECTION 3. PERSONNEL RE•UIREMEN The Licensee will be required to employ t'e optimum number of employees to match the work requirements. Service is expected to 'e timely, attentive, and friendly, and each employee should: a)be clean,neat, and w- 1-groomed; b)be free from offensive body odor; c) be professional, courteous, and friend to the public. The Licensee shall require its employees to comply with all instructions,re lotions, and codes of conduct as specified by the City. Licensee shall abide by e Library's Code of Conduct, and ensure that its employees and/or representatives, at a times,will conduct themselves in a creditable and respectful manner conducive to do' g business in a public space. At its sole discretion, City reserves the right to bar any Lice see staff or representative it deems necessary for the safety of the public and staff. At its le discretion, City may require Licensee and Licensee's staff to provide a LiveScan ba ground check, at no cost to the City. Licensee and Licensee's staff or represent Ives may not at any time utilize non-public space, such as administrative offices, staff 1 ge areas, and/or any other area not accessible to the public. 5 3-12434/305343 Licensee shall not ask City employees for any special favor or consideration that i not available to every other citizen, beyond those related to this License Agreement. Licensee shall not ask a City employee to disclose any information that i not available to every other citizen through normal public information channels. Licensee shall not offer to compensate the employee by offerin to hire or do business with any business entity of the employee or family member. Licensee shall not ask City employees to represent the or their company or make any recommendations on their behalf other than those that are . part of their official duties with the City. Licensee shall not ask City employees to dorse the products or service of their company. Licensee shall not ask City emplo,ees to hand out or post advertising materials,unless designated and approved by the Dire or of Community&Library Services. SECTION 4. HEALTH P RMITS &REGULATIONS Licensee shall maint. and operate the Premises pursuant to Food Facility Health Permit issued by the Ora _e County Environmental Health Agency. At all times,the Premises shall be mai r ained, equipped and operated in compliance with State and County health regulations he City Building and Fire Codes, and the disability provisions of the Federal Ameri fans Disability Act. SE, ION 5. TERM The Te, of the License shall be three years commencing at 12:01 AM on 2023, for a three (3)year term,which shall end at 11:59 PM on 026 ,unless extended or sooner terminated, as provided for herein. City 6 23-12434/305343 may renew this License Agreement for up to two (2) additional one (1) year terms upon mutual agreement of Parties, evidenced in writing, at which time all terms may 6 e subject to adjustment. SECTION 6. CONDITIONS OF PREMISES The taking of possession of the Premises by Licensee shall, in its- ', constitute acknowledgment that the Premises are in good and tenantable condition. Upon taking possession of the Premises, Licensee agrees to accept th- 'remises in their presently existing condition, "as is", and agrees that City shall not be o. igated to make any alterations, additions or betterments thereto. SECTION 7. DURATION OF PUBL FACILITIES By entering into this License, City makes o stipulation as to the type, size, location or duration of public facilities (excludi the Premises), including, without limitation, any City parking lots to be maintained on G operty owned, controlled or occupied by City. SECTION 8. ADDIT •NS ALTERATIONS AND REMOVAL A. No modifi ations, alterations or additions to the Premises, including,without limitation, constructio, of improvements or changes to structural design, landscape design, or interior or exterio furnishings, shall be constructed or made by Licensee without Licensee first obtaining e prior written approval of City. B. Except as provided under this License, no alteration or removal of existing improvements on or natural features of the Premises shall be undertaken without Licensee first obt. ning the prior written approval of City. SECTION 9. RENT Licensee shall pay CITY Eight Hundred Fifty Dollars ($850.00)per month(Base Rent) 7 23-12434/305343 for approximately six hundred(600) square feet of space, in addition to storage space, appliances,utilities and trash,plus three percent(3%) of Licensee's monthly gross s. es over Twelve Thousand Dollars ($12,000.00) (collectively with Base Rent, "Rent"). oss sales shall include the total price of all merchandise, food and beverages, or services •ld or rendered, whether for cash or on credit, and if on credit, whether paid for or not The Rent is due on the first day of each month and shall br considered late if not paid within fifteen(15) calendar days after it is due. Licensee sha pay City by the first(1st) day after the end of each month. Licensee shall transmit with pay: ent, a Report for the month in which payment is submitted. The Report shall include a br;.kdown of service dates,the item sold and the amount received for such item, along with . other such information as CITY may require. The Rent shall be paid to the City Treasurer . PO Box 711, Huntington Beach, CA 92648, or in such other manner as City may from tim- to-time designate by written notice delivered to Licensee. SECTION 10. LATE CH•J' GE AND PENALTY In the event that CITY oes not receive the monthly payment due on or before the fifteenth(15th) day after t end of each month, a late charge of ten percent(10%) of the monthly amount due s•'.11 be applied to any outstanding balance beginning the twentieth(20th) day after the end o e month. If payment is received after the fifteenth(15th) day, but postmarked on • before the fifteenth(15th), the revenue shall be accepted without penalty. If payment is received thirty (30) days or more after the due date, an additional one-and-a-half percent .5%)penalty shall be assessed daily until paid in full. 8 23-12434/305343 Commencing on July 1, 2024, and each July 1st thereafter ("the Rent Adjustment 's ate"), the Minimum Base Rent shall be adjusted by the annual increase in the Consumer P. ce Index published by the Bureau of Labor Statistics, United States Department of Labo for the Los Angeles-Long Beach-Anaheim, CPI-U, as available for the prior one-year .eriod from June 1 through May 30. In no event shall the Minimum Base Rent be decrea •d from the previous year. The annual increase is not to exceed five percent(5%). SECTION 11. LICENSEE'S CHARGES FOR GOO Licensee will only charge at fair market value for .11 goods and services. City requires licensee to review rates on an annual basis. Upon suomission of satisfactory documentation of rates at similar facilities in Los Angeles and Or. .e County and upon approval by the Director of Community &Library Services, fee adjus ents may be considered at a rate no higher than the Consumer Price Index (CPI). SECTION 12. BOOKS AND CORDS Licensee shall keep true d accurate books and records showing all of its business transactions in separate recor s of account for the Kiosk in a manner acceptable to City, and City and/or its designated epresentatives shall have the right, at all reasonable times, to inspect such books ant records including, without limitation, State of California sales or use tax returns or othe State return records, and Licensee hereby agrees that all such records and instruments sh.. promptly be delivered and made available to City and/or its designated representati es within thirty (30) days of receiving written request therefore. Licensee shall furnish to City and/or its designated representatives copies of its quarterly California sales and e tax returns at the time each is filed with the State of California. 9 23-12434/305343 The books and records shall show the total amount of Gross Sales made eac• calendar month in, on, or from the Premises. All sales and charges shall be recorded by • cans of cash registers which display the amount of the transaction certifying the amo recorded. The register shall be equipped with devices which log in daily sales totals d which shall record on tapes the transaction numbers and sales details. Licensee agree: to maintain on the Premises, or another location subject to the prior written appro al of City, all records,books of account and cash register tapes, showing, or in any wa 'pertaining to the Gross Sales made in, on, or from the Premises, including,without limit.:ion, State of California sales or use tax returns or other State tax returns, for a period off e (5)years following the close of each calendar month. SECTION 13. •UALITY OF S A S. RENTALS AND SERVICES Licensee, at its sole cost and e sense, shall equip, operate,manage and maintain the Premises and shall keep the same .uipped and maintained in a manner acceptable to City during the entire term of this L. ense or any renewals or extensions thereof It is the intent of City that the Kiosk's servic' be provided in a manner to meet the needs of the visiting public, and should City deem t•- Kiosk's hours of operation and/or food, merchandise, services or rentals inadequate to eet such needs, City may require Licensee to make such changes requested by Ci '. Licensee shall not use or permit the Premises to be used, in whole or in part, during ,e entire term of this License or any renewals or extensions thereof for any purpose o' er than as herein set forth,without the prior written consent of City. xcept as permitted in advance in writing by City, all foods and beverages shall be so • in disposable paper or plastic containers.No pull-top cans or Styrofoam containers are to •e vended or dispensed from the Premises unless pre-approved in writing by City. Licensee, 10 23-12434/305343 wherever feasible, shall eliminate the use of non-recyclable containers and plastics. C. may from time to time review the items sold and containers or utensils used or dispen--d by Licensee. City reserves the right to prohibit the sale or use of non-recyclable ontainers or plastics. City in its sole discretion reserves the right to prohibit Licen' e's sale,provision or rental of any item or service rendered or performed, which it deg ms objectionable or offensive,beyond the scope deemed necessary for proper s ice to the public, inappropriate for sale,provision or rental by the Kiosk, or of inferior o uality. SECTION 14. INDEMNIFICATION DEFE'l SE AND HOLD HARMLESS AGREEMENT Licensee hereby agrees to protect, d- 'end, indemnify and hold harmless City, its officers, elected or appointed officials, ployees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including,without limitation, costs and fees of litigation(including arbitration) of every nature or liability of any kind or nature) arising out of or in connection with this lease including but not limited : (1)the use or occupancy of the Premises by Licensee, its officers, employees or 4gents, or(2)the death or injury of any person or the damage to property caused by condition of the Premises, or(3)the death or injury of any person or the damage to prop rty caused by any act or omission of Licensee, its officers, employees or agents, or(4 any failure by Licensee to keep the Premises in a safe condition, or(5) License- (or Licensee's agents and/or sub licensees, if any)performance of this License or its fa' ure to comply with any of its obligations contained in this License by Licensee, its o. icers, agents or employees except such loss or damage which was caused by the sole 11 23-12434/305343 negligence or willful misconduct of City. Licensee shall hold all Trade Fixtures,perso property and trade inventory on the Premises at the sole risk of Licensee and save rity harmless from any loss or damage thereto by any cause whatsoever, except sly loss or damage which was caused by the sole negligence or willful misconduct o City. Licensee will conduct all defenses at its sole cost and expense and City shall appro selection of Licensee's counsel. This indemnity shall apply to all claims and liability re:. dless of whether any insurance policies are applicable. The policy limits do not ac as limitation upon the amount of indemnification to be provided by Licensee. SECTION 15. WORKERS' COMPENSATI I AND EMPLOYERS' LIABILITY INSURAN P Licensee acknowledges awareness of:ection 3700 et seq. of the California Labor Code, which requires every employer to be ins +ed against liability for workers' compensation. Licensee covenants that it shall comp y with such provisions prior to the commencement of this License. Licensee shall obtain ant furnish to City workers' compensation and employers' liability insurance in amounts of less than the State statutory limits. Licensee shall require all sub licensees and contract-,rs to provide such workers' compensation and employers' liability insurance for all of th- sub licensees' and contractors' employees. Licensee shall furnish to City a certificate of wai'er of subrogation under the terms of the workers' compensation and employers' liab' ity insurance and Licensee shall similarly require all sub licensees and contractors ,o waive subrogation. CTION 16. GENERAL PUBLIC LIABILITY INSURANCE In addition to the workers' compensation and employers' liability insurance and censee's covenant to defend, hold harmless and indemnify City, Licensee shall obtain and 12 23-12434/305343 furnish to City, a policy of general public liability insurance, including motor vehicle coverage against any and all claims arising out of or in connection with the Premises. This policy shal. indemnify Licensee, its officers, employees and agents,while acting within the scope o eir duties, against any and all claims arising out of or in connection with the Premises, . d shall provide coverage in not less than the following amount: combined single limit .odily injury and property damage, including products/completed operations liability a : blanket contractual liability, of One Million Dollars ($1,000,000.00)per occ ence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000.1 i) for the Premises. This policy shall name City, its officers, elected or appointed officia , employees, agents, and volunteers as Additional Insureds, and shall specifically providr that any other insurance coverage which may be applicable to the License shall be deem excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall sa.4 above-mentioned insurance contain a self-insured retention, or a "deductible" or any o er similar form of limitation on the required coverage. SECTION 17. CERTIF- ATES OF INSURANCE ADDITIONAL INSURED EN R I RSEMENTS Prior to comme ement of this License, Licensee shall furnish to City certificates of insurance subject t•,approval of the City Attorney evidencing the foregoing insurance coverage as re' ired by this License;these certificates shall: A. provide the name and policy number of each carrier and policy; :. shall state that the policy is currently in force; and 13 23-12434/305343 C. shall promise to provide that such policies shall not be canceled or modified without thirty(30) days'prior written notice of City; however ten(10) days'prior writte• notice in the event of cancellation for nonpayment of premium,which 10-day noti • provision shall not apply to property insurance in Section 17 above. Licensee shall maintain the foregoing insurance coverage in force s uring the entire term of the License or any renewals or extensions thereof or during y holdover period. The requirement for carrying the foregoing insurance co erage shall not derogate from Licensee's defense,hold harmless and indemnification obli►ations as set forth in this License. City or its representatives shall at all times have the ri:•t to demand the original or a copy of any or all the policies of insurance. Licensee shall,.ay, in a prompt and timely manner,the premiums on all insurance hereinabove requir-s. Licensee shall provide a separate c s .y of the additional insured endorsement to the Licensee's insurance policies, naming e City, it's officers, elected and appointed officials, employees, agent and volunteers a: Certificate Holder and Additional Insured by separate attached endorsement,to be a p.roved prior to any payment hereunder. SECTION 18. INS ' NCE HAZARDS Licensee shall .t commit or permit the commission of any acts on the Premises nor use or permit the u - of the Premises in any manner that will increase the existing rates for, or cause the cance ation of any liability,property, or other insurance policy for the Premises or required by , 's License. Licensee shall, at its sole cost and expense, comply with all require -nts of any insurance carrier providing any insurance policy for the Premises or requi-ed by this License necessary for the continued maintenance of these policies at re.sonable rates. 14 23-12434/305343 SECTION 19. MAINTENANCE OF PREMISES Licensee agrees to maintain the Premises in good order and repair, at Licensee's :ole cost and expense, during the entire term of this License or any renewals or extensi• s thereof, pursuant to the City's maintenance standards. Licensee's obligation includes,without limitation,maintaining ans operating the Premises in a clean, safe, wholesome and sanitary condition free of .sh, garbage or obstructions of any kind and in compliance with any and all pre -nt and future laws, general rules or regulations of any governmental authority now, or any time during the entire term of this License or any renewals or extensions thereof or wring any holdover period, in force, relating to sanitation or public health, safety or wel e, or for the protection of life, limb or property; and Licensee shall at all times faithfu y obey and comply with all laws,rules and regulations applicable thereto. Licensee, at ' s sole cost and expense, shall remedy without delay any defective, dangerous or uns. i tary condition(s) caused by Licensee or anyone related thereto. Licensee shall comply w. all written notices served by City with regard to the care and maintenance of the Premises Any written notice hereunder shall specify the work to be done and the period of time de'med to be reasonably necessary for completion of such work. Should Licensee fail to co r ence making the necessary repairs within three (3) days after receiving such notice, or fa' to diligently proceed to complete the necessary repairs within the period of time specifies in the City's notice, City shall proceed to cause the required work to be performe•, and Licensee shall promptly reimburse City for the cost of labor and materials thereo'and pay City interest on such costs at a rate of 10 percent(10%)per annum from the date th- costs were incurred by City to the date they are reimbursed to City by Licensee. 15 23-12434/305343 Licensee hereby expressly waives the right to make repairs at the expense of City and the benefit of the provisions of Section 1941 and 1942 of the California Civil Code relat. g thereto, if any there be. SECTION 20. DAMAGE DESTRUCTION OR NUISANCE Licensee shall not commit or permit the commission by others of. e waste, damage or destruction of, on, or to the Premises. Licensee shall not maintain, •ommit or permit the maintenance or commission of any nuisance as defined in Sectio 3479 and/or Section 3480 of the California Civil Code on the Premises; and Licensees all not use or permit the use of the Premises for any unlawful purpose. SECTION 21. PAYMENT OF OBLIGATIO S Licensee shall promptly pay, at its sole c• t and expense,before they become delinquent, all lawful taxes, assessments or arges, which at any time may be levied by any governmental agency including the State County, City or any tax or assessment levying body upon any interest in its agreement, as ell as all taxes, assessments, and charges on goods and merchandise. Licensee must bect e and remain compliant with Sales and Use Tax Regulation 1603. Licensee .st maintain separate accounting records by sales category and sub-category (i.e., bevera„•s, soda, water, food, chips, etc.) and tax will remain applicable to the sale of food produ s that are taxable under Regulation 1603. Licensee shall promptly furnish to City sati l`actory evidence establishing such payment. SECTI• 22. BUSINESS LICENSE Lice see shall maintain a business license from City during the entire term of this License or any renewals or extensions thereof or during any holdover period. 16 23-12434/305343 SECTION 23. SIGNS ADVERTISING AND APPROVAL OF NAME City shall have the right to approve in its sole discretion and at any time require Licensee to change or remove signs, names,placards, decorations or advertising .. .ced on, or inscribed,painted or affixed upon the Premises. Should City approve of any ,•gn,name, placard, decoration or advertising, Licensee shall maintain the same at a times during the entire term of this License or any renewals or extensions thereof or e .ng any holdover period in good appearance and repair. All signs,names,placars. , decorations or advertising must comply with all requirements of any governmental a ority with jurisdiction. SECTION 24.NO ASSIGNING SUBLEASIN I, OR ENCUMBERING The parties acknowledge that City is enteri : into the License in reliance upon the experience and abilities of Licensee and its pri►cipals. Consequently,Licensee shall not voluntarily assign, encumber or otherwise r ansfer its interest in the License or in the Premises, or sublicense all or any part ` the Premises, or allow any other person or entity (except Licensee's authorized repre entatives)to occupy or use all or any part of the Premises without the prior written conse• of City, which consent shall not be unreasonably withheld. SECTION 25. TE' ► S BINDING ON SUCCESSORS All the terms, co/enants and conditions of this License shall inure to the benefit of and be binding upon the arties and their successors and assignees. The provisions of this Section shall not be dee ►ed as a waiver of any of the prohibitions and conditions against assignments, subletting, s..e or other transfer of the Agreement or other transfers hereinbefore set forth. S TION 26. DEFAULT he occurrence of any one or more of the following events shall constitute a material de.'ault and breach("Default") of this License by Licensee: 17 23-12434/305343 A. Licensee's failure to make any payment of the rent or other payment required to be made by Licensee at the time required for payment under this License. B. Licensee's failure to obtain or maintain the insurances as required un. -r this License. C. Licensee's vacating or abandonment of the Premises for tw' (2) or more consecutive business days during the entire term of this License or . renewals or extensions thereof. Closure of the Kiosk for more than a combined total of o. e hundred eighty(180) days in a calendar year, minus any days of closure of the Kiosk c. d sed by City, shall be deemed an abandonment of the Premises. D. Licensee's violation of Section 14 (I d emnification, Defense and Hold Harmless Agreement), Section 24 (No Assign :, Subleasing or Encumbering), Section 30 (Hazardous Substances), Section 34 (Nondi- rimination), Section 32 (Sale of Alcoholic Beverages and Entertainment Prohibite. , Section 40 (Conflict of Interest) or Section 42 (Compliance with Laws). E. The insolvency o:'Licensee as evidenced by a receiver being appointed to take possession of all or substant.illy all of Licensee's assets located at or on the Premises or of Licensee's interest in thi icense, or the making by Licensee of a general arrangement or assignment for the b-, efit of creditors, or Licensee's filing a petition in bankruptcy, whether voluntary or invo tary, or the attachment, execution or the judicial seizure of substantially all of License, s assets located at or on the Premises or of Licensee's interest in the License. F. Licensee's failure to observe or perform any other term, covenant, obligation, duty, r;sponsibility or condition of this License to be observed or performed by Licensee wh, such failure shall continue for a period of thirty(30) days after City's giving written 18 23-12434/305343 notice to Licensee, or such earlier period if specifically set forth in this License; however, if the nature of such failure is such that more than thirty(30) days are reasonably required •r its cure,then Licensee shall not be deemed to be in Default if Licensee notifies City o e length of the additional time required to cure and receives City's written approval of t•- additional time.required,which approval will not be unreasonably withheld, and co ences such cure within such thirty(30) day period and diligently proceeds with such c.4 a to completion during such additional time period approved by City. SECTION 27. TERMINATION. The Licensor may terminate the agreement at any ime upon written notice to Licensee for any reason. In the case of a termination for the L' ensor's convenience, the Licensee will be given 60 days written notice. In the case of t; ' ation of Kiosk for cause, City shall give Licensee thirty(30) days written notice oft - good cause for termination. If City determines that Licensee has failed to cure the caus- within the thirty day period, City shall give Licensee notice of its failure to cure, subject t. seven(7) days to vacate the Premises. City also shall be entitled to reco er as damages all of the following: A. The worth at r e time of the award of any unpaid rent or other charges which have been earned at the t' e of termination; B. The we at the time of the award of the amount by which the unpaid rent (each month's rent ould be calculated as the average rent for that same month in the preceding year:, or if Licensee did own/operate the Kiosk in the preceding years,then each month's re would be calculated as the average of all months Licensee owned/operated the Kiosk) : d other charges which would have been earned after termination until the time of the 19 23-12434/305343 award exceeds the amount of the loss of such rental and other charges that Licensee proves could have been reasonably avoided; C.. The worth at the time of the award of the amount by which the unpais ent (each month's rent would be calculated as the average rent for that same month ' the preceding years, or if Licensee did not own/operate the Kiosk in the preced'. g years,then each month's rent would be calculated as the average of all months Lice see owned/operated the Kiosk) and other charges for the balance of the term after the t'. e of the award exceeds the amount of the loss of such rental and other charges that Li ensee proves could have been reasonably avoided; D. Any other amount necessary to comp sate City for the detriment proximately caused by Licensee's failure to perform its oblig. ions, liabilities, duties or responsibilities under this License; and E. At City's sole discretion, - ch other amounts in addition to or in lieu of the foregoing as may be permitted from me to time by applicable California law. SECTION 28. WAIVER IF CLAIMS Licensee hereby waive s any claim against City, its officers, elected or appointed officials, employees, age s or volunteers for damage or loss caused by any suit or proceeding directly or indirectly . acking the validity of this License, or any part thereof, or caused by any judgment or a and in any suit or proceeding declaring this License null,void or voidable, or delaying th- icense or any part thereof from being carried out. SE ION 29. PHOTOGRAPHY Licensee acknowledges and agrees that City may grant permits to third parties engaged in the pros ction of still and motion pictures and related activities to take photographs or videos of 20 23-12434/305343 or on the Premises when such permission shall not interfere with the primary business of Licensee, all without providing Licensee with notice or requiring consent by Licensee. SECTION 30. HAZARDOUS SUBSTANCES Licensee represents and warrants that its use or occupation of the Premises shall no generate any Hazardous Substance (as defined below in this Section), and it shall not : ore or dispose on the Premises nor transport to or over the Premises any Hazardous Substance during the entire term of this License or any renewals or extensions thereof• during any holdover period. The foregoing restrictions shall not be deemed to restr. t or prohibit the use by Licensee of ordinary cleaning products as customarily used in 'censee's ordinary course of business at the Kiosk,provided that Licensee complies wit. all provisions of law as to the use, storage and disposal of such products. Licensee fort :r agrees to clean up and remediate any such Hazardous Substance on the Premises, and .trees to protect, defend, indemnify and hold harmless City, its officers, elected or appoi ed officials, employees, agents and volunteers from and against any and all cl.' e , damages, losses, expenses,judgments, demands and defense costs (including,w''hout limitation, costs and fees of litigation (including arbitration) of every natur, or liability of any kind or nature) arising out of or in connection with any such HazarI sus Substance and any damage, loss, or expense or liability resulting from any such Haz.,dous Substance including,without limitation, all attorney's fees, costs and penalties inc 'ed as a result thereof except any relicense caused by the sole negligence or willfu misconduct of City. Licensee will conduct all defense at its sole cost and expense and Ci shall approve selection of Licensee's counsel. This indemnity shall apply to all claims liability regardless of whether any insurance policies are applicable. The policy limits d not act as limitation upon the amount of indemnification to be provided by Licensee. 21 3/12434I305343 "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as a hazardous or toxic waste,hazardous or toxic material,hazardous or to or radioactive substance, or other similar term,by any Federal, State or local environm;, tal law, regulation or rule presently in effect or promulgated in the future, as such law,r'gulation or rule may be amended from time to time; and it shall be interpreted to inclu• without limitation, any substance which after relicense into the environment or may reasonably be anticipated to cause sickness, death or disease. SECTION 31.NONDISCRIMINATION Licensee and its employees shall not discriminate .ecause of race, religion, color, ancestry, sex, age, sexual orientation, family or marit status,national origin or physical handicap against any person by refusing to furnis such person any accommodation, facility, rental, service or privilege offered to or enjoy-d by the general public.Nor shall Licensee or its employees publicize the accommodati• , facilities, rentals, services or privileges in any manner that would directly or inferen lly reflect upon or question the acceptability of the patronage of any person because o'race, religion, color, ancestry, sex, age, sexual orientation, family or marital status,nation, origin or physical handicap. In the performance •` this License, Licensee shall not discriminate against any employee or applicant .r employment,because of race,religion, color, ancestry, sex, age, sexual orientation, f. ily or marital status, national origin or physical handicap. Licensee shall take affirm. ive action to ensure that applicants are employed and that employees are treated durin, employment, without regard to their race, religion, color, ancestry, sex, age, sexual of-ntation, family or marital status,national origin or physical handicap. Such action shall elude,without limitation,the following: employment,upgrading, demotion or transfer; 22 3-12434/305343 recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including,without limitation, apprenticeship. Licensee shall post in conspicuous places, available to all employees and applicants for employment,notices setting forth the provisions of this Section. SECTION 32. SALE OF ALCOHOLIC BEVERAGES AND ENTERT: MENT PROHIBITED Notwithstanding anything to the contrary, the sale or provisio a of alcoholic beverages and/or live entertainment in, on, or from the Premises is express forbidden,unless expressly permitted in writing by City in advance. For any proposed sea a or provision of alcoholic beverages, Licensee must first obtain written City appr• al prior to submitting any request for approval to the Alcohol Beverage Commission. SECTION 33. LIENS Licensee shall keep the Premises fr-, and clear from any and all liens, including, without limitation,mechanics' or matey'.lmen's' liens, claims and demands for work performed,materials furnished, or • •erations conducted on or about the Premises or by reason of any use or occupancy •y Licensee, or any person claiming under Licensee. When applicable, Licensee shall c, se a notice of non-responsibility to be posted and recorded pursuant to California C it Code Section 3094. SECTION 31. RESTORATION AND SURRENDER OF PREMISES On expir. ion of termination of this Agreement, Licensee shall promptly surrender and deliver the P -mises to City in as good a condition as they are now at the commencement of the Agre- ent,reasonable wear and tear excepted. City may, in its sole discretion, accept all or an portion of the Premises, as then improved with improvements, and equipment; or City 23 3-12434/305343 may require Licensee to move all or any portion of such improvements, and equipment at Licensee's own risk, cost and expense. City may itself remove or have removed all or any portion of such improvements, and equipment, at Licensee's shall restore the Premises as nearly as possible to the conditions existing prior to their installation or construction All such removal and restoration shall be to the satisfaction of City and shall be co r .leted within thirty(30) days of the expiration or termination of this Agreement. SECTION 35. DESTRUCTION Should the Premises be partially destroyed,this License s►. 1 continue in full force and effect, and Licensee, at Licensee's sole cost and expense, sh. complete the work of repairing and restoring the Premises to their prior condition provi e ng such work can be accomplished under all applicable governmental laws and regulat..ns within one hundred eighty(180) days. Should the Premises be so far destroyed that in r ity's reasonable judgment they cannot be repaired or restored to their former conditio, within one hundred eighty (180) days, City shall give Licensee notice of such determinat.on in writing and each party may, in that parry's sole discretion: A. Continue this Lic- se in full force and effect in which case Licensee shall repair and restore, at License; s sole cost and expense,the Premises to their former condition; or B. Termi,.te this License by giving the other party thirty(30) days'written notice of such terminatio within sixty(60) days after the date that City gives Licensee notice that the Premises c of be repaired or restored to their former condition within one hundred eighty(180) days. In the event that either party elects to terminate this License,the entire amount f any insurance proceeds (excluding such proceeds for Trade Fixtures,personal 24 2 -12434/305343 property whether or not owned or licensed by Licensee and trade inventory, but only to the extent that the insurance proceeds specifically cover those items) shall be paid to City. The proceeds of any such insurance payable to City may be used, in the sole discretion of ity, for rebuilding or repair as necessary to restore the Premises or for any other such p re ose(s) as City sees fit. In addition, if Licensee elects to terminate the License, Licens-- must still comply with all of its obligations, liabilities, duties and responsibilities der the License, including, without limitation,paying any rent due up to the time of ermination and surrendering the Premises, in accordance with the requirement! of this Agreement. In the event of the damage or destruction of Impro ements, Trade Fixtures and/or personal property located on the Premises not giving v se to a termination of this License, Licensee shall, at its sole cost and expense, replac, and repair the same as soon as reasonably possible to permit the prompt continuation of icensee's business at the Premises. SECTION 36. NO ABATE T OF RENT DURING REPAIR WORK The rent shall not be abate o for the time Licensee is prevented from using the whole or a portion of the Premises. In .edition, Licensee shall not be excused from the payment of taxes, insurance or any of r obligations for the time Licensee is prevented from using the whole or a portion of t e Premises. SECTION 3 . CITY'S OPTION TO CLOSE THE PREMISES City ma close the Premises without liability and without advance notice to Licensee therefore at y time as City in its sole discretion deems necessary for the protection of life, limb or ► operty, or for public health, safety or welfare purposes, or upon reasonable notice to effec any repair,remodeling or rebuilding deemed necessary by City in its sole discretion. 25 3-12434/305343 The length of time of any closing of the Premises by City longer than two (2) weeks during a period when the Kiosk would otherwise be open shall extend the term of the License by the same amount of time. If this occurs, Licensee and City shall memorialize this extension in writing. SECTION 38. DELIVERIES OF SUPPLIES City may establish the days and times deliveries of supplies may be mad- and advise Licensee in writing thereof. SECTION 39. EMPLOYEE PARKING City shall establish the days,times and locations where L. ensee and Licensee's employees may park, and the number of automobiles, truck , and other motorized and non- motorized vehicles that Licensee and Licensee's emplo;ees may park, and advise Licensee in writing thereof. SECTION 40. CONFLICT OF INTE `ST Licensee warrants and covenants t►.t no official or employee of City,nor any business entity in which an official or employe of City is interested, (1)has been employed or retained by Licensee to solicit or . d in the procuring of this License; or(2) shall be employed by Licensee in the performan of this License without the immediate written divulgence of such fact to City. In the event City determines that the employment of any such official, employee or business tity is not compatible with such official's or employee's duties as an official or employee of City, Licensee,upon request of City, shall terminate such employment immediately. F,r breaches or violation of this Section, City shall have the right both to terminate License without liability and, in its discretion, recover the full amount of any such co . s ensation paid to such official, employee or business entity.No official or employee 26 23 2434/305343 of City shall have any financial interest in this License in violation of the applicable provisions of the California Government Code. SECTION 41. NOTICE Unless specifically providing for verbal or electronic notice, all notices, certifica -s, or other communications required to be given hereunder shall be in writing and made;, the following manner, and shall be sufficiently given and deemed received when . personally delivered; or(b)three (3) business days after being sent via United State. certified mail— return receipt requested; or(c) one (1)business day after being sent .y reputable overnight courier, in each case to the addresses specified below;provide, hat City and Licensee, by notice given hereunder,may designate different addresses to win subsequent notices, certificates or other communications will be sent: CITY: LI' NSEE: City of Huntington Beach One Fine Blend ATTN: Director of Community & Libr. r ATTN; Subhash& Sushila Patel Services 10205 Bunting Avenue 2000 Main Street,P.O. Box 190 Fountain Valley, CA 92708 Huntington Beach, CA 92648 SECTION 42. COMPL ANCE WITH LAWS Licensee, at its sole ost and expense, shall comply with all statutes, ordinances, regulations and requir-. ents of all governmental entities, including,without limitation, Federal, State, co r ty or municipal,relating to Licensee's use and occupancy of the Premises and/or operatie of the Kiosk whether such statutes, ordinances,regulations and requirements be now in 'orce or hereinafter enacted. This License is expressly subject to the laws, regul. ' ons and policies of City. Licensee shall deliver to City a copy of any notice from any 27 12434/305343 governmental entity received by Licensee regarding any alleged violation of law regarding the License, Premises or the Kiosk or from any person allegedly entitled to give notice under any conditions, covenants, or restrictions binding or affecting the Premises. The judgme of any court of competent jurisdiction, or the admission by Licensee in a proceeding b..ught against Licensee by any government entity,that Licensee has violated any suc statute, ordinance, regulation or requirement shall be conclusive as between City 9 d Licensee and shall be grounds for termination of this License by City. SECTION 43. MODIFICATION No waiver or modification of any language in this L. ense shall be valid unless in writing and duly executed by both parties. SECTION 44. INDEPENDENT CONTRA' OR Licensee is, and shall be, acting at all ti r es in the performance of this Agreement as an independent contractor herein and not as . r employee of City. Licensee shall secure at its own cost and expense, and be responsi, e for any and all payment of all taxes, social security, state disability insurance compens, ion,unemployment compensation and other payroll deductions for Licensee and it officers, agents and employees and all business licenses, if any, in connection with the icense and/or any services to be performed hereunder. SECTION 45. TORNEY'S FEES In the event : it is brought by either party to construe, interpret and/or enforce the terms and/or pr% isions of this License or to secure the performance hereof, each party shall bear its o attorney's fees, such that the prevailing party shall not be entitled to recover its attorne; s fees from the non-prevailing party. 28 23-12434/305343 SECTION 46. GOVERNING LAW This License shall be governed and construed in accordance with the laws the State of California. SECTION 47. ENTIRETY The parties acknowledge and agree that they are entering int. 'his License freely and voluntarily following extensive arm's length negotiations, and t•.t each has had the opportunity to consult with legal counsel prior to executing this License he parties also acknowledge and agree that no representations, inducements,promises, a_ eements or warranties, oral or otherwise,have been made by that party, or anyon- acting on that party's behalf,which are not embodied in this License, and that that party h. not executed this License in reliance on any representation, inducement,promise, agree ent,warranty, fact or circumstance not expressly set forth in this License. The License, . d the attached exhibits, contain the entire agreement between the parties respecting the s J .j ect matter of this License,the Premises,the leasing of the Premises to Licensee, or the lic; se term created under this License and supersede all prior understandings and agreem; ts,whether oral or in writing between the parties respecting the subject matter hereof. 29 23-12434/305343 IN WITNESS WHEREOF,the parties hereto have caused this License to be executed by and through their authorized officer's ,2023. LICENSEE: CITY OF HUNTINGTON : ACH, a ONE FIND BLEN municipal corporation of e State of California By: ITS: (CIRCLE ONE) APPROVED AS • FORM: Chairman/President/Vice President AND SBy: N I21 City Attorney a� di e ITS: (CIRCLE ONE) Il ITIATED AND APPROVED: Chairman/President/Vice President ire r of C & Library Services REVIEWED AN A. 'PROVED: C � 30 23-12434/305343 LyCj•-d1Jlt/GJ,-, )G..IL/cr-v o+��tyTINGTO ��"P OV b '-O h to Q City of Huntington Beach V CPS' File #: 19-882 MEETING DATE: 9/3/2019 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Dave Kiff, Interim City Manager PREPARED BY: Kellee Fritzal, Deputy Director of Economic Development Subject: Approve and authorize execution of a License Agreement between the City and Subhash and Sushila Patel DBA One Fine Blend to operate a food concessionaire stand located at the Central Library Statement of Issue: Request for City Council to approve the three year Non-Exclusive License Agreement with one (1) three (3) year option to Subhash and Sushila Patel, DBA One Fine Blend to continue the operation of a food concessionaire stand located at the Central Library. Financial Impact: The estimated revenue for the City is $9,000 annually for the base rent. In addition, the City will receive 3% of the monthly gross sales over$12,000. Revenue will be deposited into the General Fund. Recommended Action: Approve and authorize the Mayor and City Clerk to execute a three (3) year"Non-Exclusive License Agreement Between the City of Huntington Beach and Subhash and Sushila Patel, Individuals, Doing Business As One Fine Blend." Alternative Action(s): Do not approve the License Agreement and direct staff accordingly Analysis: Subhash and Sushila Patel, individuals doing business as One Fine Blend, have operated the concessionaire stand at the Central Library since 2011. The library area used by One Fine Blend is approximately 326 square feet, and they sell various snacks and coffee. They are currently paying $750.00 per month and 3% of any gross monthly sales that exceed $12,000, which is consistent with current market rates for comparable concession businesses. The lease is subject to an annual increase based upon the Consumer Price Index with a minimum of 3% but not to exceed 6%. Based upon the Licensee's qualifications and previous experience with the City, the Office of Business City of Huntington Beach Page 1 of 2 Printed on 8/28/2019 power Legistar`" File #: 19-882 MEETING DATE: 9/3/2019 Development and the Library are recommending approval of the License Agreement. The Economic Development Committee (EDC) reviewed and recommended approval of the Agreement at the July 10, 2019, meeting. Environmental Status: N/A Strategic Plan Goal: Strengthen long-term financial and economic sustainability Attachment(s): 1. Non-Exclusive License Agreement between the City of Huntington Beach and Subhash and Sushila Patel, DBA One Fine Blend. • City of Huntington Beach Page 2 of 2 Printed on 8/28/2019 power LegistarTM NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH.AND SUBHASH AND SUSHILA PATEL, INDIVIDUALS,DOING BUSINESS AS ONE FINE BLEND THIS NON-EXCLUSIVE LICENSE AGREEMENT("Agreement") is made and entered into this 3rd of September , 2019, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California("City"), and Subhash and Sushila Patel, individuals, doing business as "One Fine Blend ("Licensee"). WHEREAS, Licensee desires to use a portion of the Lower Fountain Plaza of the Huntington Beach Central Library and Cultural Center for a coffee cart/snack bar; and City desires to allow such use. • NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, the parties covenant and agree as follows: SECTION 1. PREMISES AND PERMISSION TO USE City owns the real property located at 7111 Talbert Avenue, Huntington Beach, California, commonly known as the Huntington Beach Central Library& Cultural Center ("Library"). City grants to Licensee a non-exclusive license to sell coffee, sandwiches, fruit, snack items and baked goods and other related food and beverage items in a portion of the Lower Fountain Plaza of the Library described in Exhibit"A" (the"Premises"), which is attached hereto and made a part hereof. Licensee shall not use the Premises for any other purposes or business. The right and permission of Licensee is subordinate to the prior and paramount right of City to use the Library in its entirety for public purposes to which it is now and may, at the option of City, be devoted. Licensee undertakes and agrees to use the Premises and to exercise this license at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Library by City. City reserves the right to prohibit the sale of any item or article or use of property, all at City's sole discretion. This Agreement is not intended to confer third-party beneficiary status to any member of the public who is benefited by the terms of this Agreement. Licensee hereby acknowledges title to the Library is vested in City and agrees never to assail or resist the same, and further agrees that Licensee's use and occupancy of the Premises shall be referable solely to the permission herein given. 19-7774/208511 1 326 SECTION 2. RENT/CONSIDERATION Licensee shall pay City Seven Hundred Fifty Dollars ($750.00)per month("Base Rent")for six hundred(600) square feet of space, in addition to storage room, appliances, utilities and trash,plus three percent(3%) of Licensee's monthly gross sales over Twelve Thousand Dollars ($12,000.00) (collectively with Base Rent, "Rent"). Gross sales shall include the total price of all merchandise, food and beverages, or services sold or rendered,whether for cash or on credit, and if on credit, whether paid for or not. The Rent is due on the first day of each month and shall be considered late if not paid within fifteen (15) calendar days after it is due. The Rent shall be paid to the City Treasurer at P. O. Box 711, Huntington Beach, CA, 92648, or in such other manner as City may from time-to-time designate by written notice delivered to Licensee. A late charge of ten percent (10%) shall be applied to any outstanding balance after any payment hereunder is due but unpaid. In addition, one and a half percent(1 '/z%) interest per month shall be added for each month any payment hereunder is due but unpaid. The Base Rent shall automatically be increased annually on the anniversary date of this Agreement by at least three percent(3%) and not more than six percent (6%), to an amount determined as follows: the base amount as then in effect(i.e., as established by this Section and as subsequently determined increased in accord with this Section) shall be increased by the annual percentage increase in the Consumer Price Index (All Items, Base 1982-84=100, for all urban consumers, CPI-U) as published by the United States Department of Labor Bureau of Labor Statistics, for All Consumers for the Los Angeles, Long Beach,Anaheim, CA Metropolitan Statistical Area for the period ending June 30. SECTION 3. TERM This Agreement shall commence at 12:01 a.m. on September 3 , 2019, and end at 11:59 p.m. on September 3 , 2022, unless extended or sooner terminated as provided for herein. At the end of the term, or any renewal term, City may renew this Agreement for one additional three (3) year term by mutual written agreement of the parties, at which time the Rent may be adjusted by mutual agreement of the parties. This Agreement is contingent upon Licensee obtaining all governmental permits and approvals enabling Licensee to operate Licensee's business on the Premises. 19-7774/208511 2 327 SECTION 4. RECORDS AND AUDIT Licensee shall, in conjunction with, and in the manner of the submittal of Rent as set forth in Section 2 herein, submit a report to City showing the gross monthly sales of Licensee. Licensee shall maintain cash register tapes, daily sales summaries, general ledger reports and bank statements and include copies of such books and records in monthly sales reports to the City. Monthly sales reports to the City shall be certified by a certified public accountant. Licensee shall retain all cash register tapes for a minimum of five (5)years. Licensee agrees to make available for inspection by City at the Premises a complete and accurate set of Licensee's books and records. Year end financials including,but not limited to, sales receipts, bank deposits and monthly cash flow statements shall be provided to the Real Estate Division of the Economic Development Department on or before the anniversary date of the Agreement for each year. Year end fmancials shall be certified by a certified public accountant. City shall have the right, upon reasonable notice, during the Term and any extension thereof and within two (2) years after expiration or termination of this Agreement to inspect and audit Licensee's books and records and to make transcripts therefrom to verify the payment due City. Such inspection and audit shall be conducted by appointment scheduled in advance by agreement with a designee of the Licensee. Licensee shall cooperate with City in scheduling and making the inspection. If the audit shows that there is a deficiency in the payment of the Rent,the deficiency shall come immediately due and payable. The acceptance by City of any monies paid to City by Licensee, as shown by any statement furnished by Licensee shall not be construed as an admission of the accuracy of said statement, or of the sufficiency of the amount of Rent,but City shall be entitled to review the adequacy of such payment as hereinabove set forth. SECTION 5. NON-POSSESSORY INTEREST City retains full possession of the Premises and Licensee will not acquire any legal title or interest temporary, permanent, irrevocable,possessory or otherwise, including without limitation any leasehold interest by reason of this Agreement, or by grant of this license or the exercise of the permission given herein. Licensee will make no claim to any such title or interest. Any violation of this provision by Licensee will immediately void and terminate this Agreement. 19-7774/208511 3 328 SECTION 6. ADDITIONS, ALTERCATIONS AND REMOVAL (a) No modifications, alterations or additions to the Premises, including without limitation construction of improvements or changes or interior or exterior furnishings, shall be constructed or made by Licensee without Licensee first obtaining the prior written approval of City. (b) Licensee's obligation to obtain City's prior written approval is separate and independent of Licensee's obligation to obtain any permits from City, such as a building permit. SECTION 7. HOURS OF OPERATION Operating hours will be: Monday 1:00 p.m. to 8:30 p.m., Tuesday—Thursday 9:00 a.m.— 8:30 p.m., Friday—Saturday 9:00 a.m. —5:00 p.m., and Sunday 1:00 p.m. — 5:00 p.m. An additional thirty(30)minutes of time to set up and clean up before and after operating hours is also allowed. Use of the library outside the operation times will be prohibited due to security and safety issues, unless approved in advance by the Library Services Director. The inability of the Licensee to leave the Premises by the end of the thirty (30)minute clean-up time will be considered a violation of the Lease Agreement. After two (2) violations, Licensee shall pay twenty-five(25) dollars per hour for any additional costs incurred by the Library. This will also be grounds for termination of the Lease. SECTION 8. USE OF KITCHEN Licensee may have access to the kitchen no earlier than 8 a.m. on Tuesday and Friday for up to four(4) hours to allow for food preparation. When there are Library events in which the kitchen is being used or rented, precedence is given to the Library event or kitchen rental over the Licensee's time. In the event of such a conflict,the Library Services Director may grant an alternative time frame for kitchen preparation time. No additional kitchen use is permitted by Licensee outside operating hours. Use of the kitchen by Licensee is prohibited when the Library is rented for public use unless prior written approval is given by the Library Services Director. Use of the kitchen by Licensee for any outside catering or personal use is prohibited unless prior written approval is given by the Library Services Director. All clean up of the kitchen or cart area shall be performed by staff of the Licensee. 19-7774/208511 4 329 SECTION 9. DELIVERIES All deliveries must take place during the permitted operating hours. Any attempted delivery before or after the permitted operating hours will not be accepted. SECTION 10. EQUIPMENT AND FURNISHINGS Licensee shall be responsible for providing any additional equipment or furnishings as well as any repairs of equipment or furnishings. Any equipment or furnishings purchased or repaired may be eligible for a rent credit at the discretion of the City. All replacement appliances must be Energy Star Qualified. Any equipment or furnishings repaired or purchased through a rent credit shall become the property of the City. SECTION 11. ENERGY PRACTICES Licensee shall at all times use good energy practices as described in the State of California Flex Your Power Best Practice Guide for Restaurants. SECTION 12. DISPLAYS Any display items, furniture or appliances to be used must be approved in advance by the Library Services Director. Displays may not cover or obstruct any entrance to a meeting room. SECTION 13. FOOD AND'BEVERAGE CONTAINERS All food or beverage shall be offered or sold in recyclable paper or plastic containers. No pull top cans or Styrofoam containers are to be vended or dispensed from the property by Licensee. SECTION 14. EXCLUSIVITY AGREEMENT Licensee shall comply with all future exclusivity agreements of the City. SECTION 15. INDEMNIFICATION, DEFENSE AND HOLD HARMLESS Licensee hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with Licensee's (or Licensee's subcontractors, if any) negligent(or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by Licensee, its officers, agents or employees except such loss or damage which was caused by the 19-7774/208511 5 330 • sole negligence or willful misconduct of CITY. CITY shall be reimbursed by Licensee for all costs and attorney's fees incurred by CITY in enforcing this obligation. Licensee will conduct all defense at its sole cost and expense and the CITY shall approve selection of Licensee's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Licensee. SECTION 16. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE Pursuant to California Labor Code Section 1861, Licensee acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Licensee covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Licensee shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Licensee shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Licensee shall similarly require all subcontractors to waive subrogation. SECTION 17. INSURANCE In addition to the workers' compensation and employer's liability insurance and Licensee's covenant to defend, hold harmless and indemnify City, Licensee shall obtain and furnish to City, a policy of general public liability insurance. This policy shall indemnify Licensee, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the Licensee, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Licensee. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide 19-7774/208511 6 331 that any other insurance coverage which may be applicable to this Licensee shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention without the express written consent of CITY; however an insurance policy"deductible"of$5,000.00 is permitted. Licensee shall provide before commencement of this Agreement and shall obtain and furnish to City, at Licensee's sole cost and expense, property and fire insurance with extended coverage endorsements thereon,by a company acceptable to City authorized to conduct insurance business in California, in an amount insuring for the full insurable value of the Premises and all Improvements, Trade Fixtures,personal property whether or not owned or leased by Licensee, and all trade inventory in or on the Premises against damage or destruction by fire,theft or the elements. This policy shall contain a full replacement cost endorsement naming Licensee as the insured and shall not contain a coinsurance penalty provision. The policy shall also contain an endorsement naming City as an Additional Insured. The policy shall contain a special endorsement that such proceeds shall be used to repair, rebuild or replace any such Improvements, Trade Fixtures,personal property whether or not owned or leased by Licensee, and all trade inventory so damaged or destroyed; and if not so used, such proceeds (excluding any insurance proceeds for Trade Fixtures, personal property whether or not owned or leased by Licensee, and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to City. The policy shall also contain a special endorsement that if the Premises are so destroyed and either party elects to terminate the Agreement,the entire amount of any insurance proceeds shall be paid to City. The proceeds of any such insurance payable to City may be used, in the sole discretion of City, for rebuilding or repair as necessary to restore the Premises or for any such other purpose(s) as City sees fit. This policy shall also contain the following endorsements: (1) The insurer shall not cancel or reduce the insured's coverage without(30) days prior written notice to City; (2) City shall not be responsible for premiums or assessments on the policy. 19-7774/208511 7 332 A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with City prior to the execution of this Agreement. At least thirty(30) days prior to the expiration or termination of any such policy, a signed and complete certificate of insurance showing that coverage has been renewed shall be filed with City. Not more frequently than once every two (2)years, if, in the sole opinion of City, the amount and/or scope of general public liability insurance and/or property insurance coverage above at that time is not adequate, Lessee shall increase the insurance coverage as reasonably required by City. SECTION 18. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Prior to commencing performance of the work hereunder, Licensee shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: 1. provide the name and policy number of each carrier and policy; 2. state that the policy is currently in force; and 3. promise to provide that such policies will not be canceled or modified without thirty(30) days' prior written notice of City. Licensee shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by City. The requirement for carrying the foregoing insurance coverages shall not derogate from the Licensee's defense, hold harmless and indemnification obligations as set forth under this Agreement. City or its representative shall at all times have the right to demand the original or a copy of all the policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. Licensee shall provide a separate copy of the additional insured endorsement to each of Licensee's insurance policies,naming City, its officers, elected and appointed officials, employees, agents and volunteers as Certificate Holder and Additional Insureds by separate attached endorsement,to the City Attorney for approval prior to any payment hereunder. 19-7774/208511 8 333 SECTION 19. MAINTENANCE OF PREMISES Licensee's obligation includes maintaining and operating the Premises in a clean, safe, wholesome and sanitary condition free of trash, garbage or obstructions of any kind and in compliance with any and all present and future laws, general rules or regulations of any governmental authority now, or at any time during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period, in force, relating to sanitation or public health, safety or welfare, or for the protection of life, limb or property; and Licensee shall at all times faithfully obey and comply with all laws, rules and regulations applicable thereto. Licensee, at its sole cost and expense, shall remedy without delay any defective, dangerous or unsanitary conditions caused by Licensee or anyone related thereto. Licensee shall comply with all written notices served by City with regard to the care and maintenance of the Premises. Any written notice hereunder shall specify the work to be done and the period of time deemed to be reasonably necessary for completion of such work. Should Licensee fail to commence making the necessary repairs within three (3) days after receiving such notice, or fail to diligently proceed to complete the necessary repairs within the period of time specified in the City's notice, City shall proceed to cause the required work to be performed, and Licensee shall promptly reimburse City for the cost of labor and materials thereof and pay City interest on such costs at the rate of ten percent(10%)per annum from the date the costs were incurred by City to the date they are reimbursed to City by Licensee. Licensee hereby expressly waives the right to make repairs at the expense of City and the benefit of the provisions of Sections 1941 and 1942 of the California Civil Code relating thereto, if any there be. SECTION 20. WASTE OR NUISANCE Licensee shall not commit or permit the commission by others of any waste on the Premises. Licensee shall not maintain, commit or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Premises; and Licensee shall not use or permit the use of the Premises for any unlawful purpose. 19-7774/208511 9 334 SECTION 21. TAXES Licensee also agrees to pay, at its sole cost and expense, before they become delinquent all lawful taxes, assessments or charges, which at any time may be levied by any governmental agency including the State, County, City or any tax or assessment levying body upon any interest in its Agreement, as well as all taxes, assessments, and charges on goods, merchandise. Trade Fixtures and personal property owned by Licensee in, on, or about the Premises. Licensee must become and remain compliant with Sales and Use Tax Regulation 1603. In order to prove compliance, Licensee must maintain separate accounting records by sales category and sub-category(i.e., beverages, soda, water, food, chip, candy, etc.) and tax will remain applicable to the sale of food products that are taxable under Regulation 1603. SECTION 22. BUSINESS LICENSE Licensee shall maintain a business license from City during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period. SECTION 23. SIGNS, ADVERTISING.AND APPROVAL OF NAME City shall have the right to approve in its sole discretion and at any time require Licensee to change or remove signs, names,placards, decorations or advertising placed on, or inscribed,painted or affixed upon the Premises. Should City approve of any sign, name, placard, decoration or advertising, Licensee shall maintain the same at all times during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period in good appearance and repair. SECTION 24. TERMINATION Licensor may terminate this Agreement at any time with or without cause, upon thirty (30) days prior written notice to.Licensee. SECTION 25. NO ASSIGNMENT This Agreement is personal to Licensee, and Licensee shall not assign, sublicense, sell or otherwise transfer this Agreement or any privilege hereunder in whole or in part or allow any other person or entity to occupy or use all or any part of the Premises without the prior written consent of City, which consent shall not be unreasonably withheld. 19-7774/208511 10 335 SECTION 26. TERMS BINDING ON SUCCESSORS All the terms, covenants and conditions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns, if any. The provisions of this Section shall not be deemed as a waiver of any of the prohibitions and conditions against assignment, sublicensing, sale or other transfer of the Agreement or occupations of the Premises by others hereinbefore set forth. SECTION 27. HOLDOVER Should Licensee hold over and continue in possession of the Premises after expiration or termination of this Agreement,with or without the express written consent of City, Licensee's continued occupancy of the Premises shall constitute a month-to- month license and not a renewal or extension of the Agreement term, subject to all the terms and conditions of this Agreement. SECTION 28. WAIVER OF CLAIMS Licensee hereby waives any claim against City, its officers, elected or appointed officials, agents or employees for damage or loss caused by any suit or proceeding directly or indirectly attacking the validity of this Agreement, or any part thereof, or caused by any judgment or award in any suit or proceeding. SECTION 29. NONDISCRIMINATION Licensee and its employees shall not discriminate because of race, religion, color, ancestry, sex, age, national origin or physical handicap against any person by refusing to furnish such person any accommodation, facility,rental, service or privilege offered to or enjoyed by the general public. Nor shall Licensee or its employees publicize the accommodation, facilities, rentals, services or privileges in any manner that would directly or inferentially reflect upon or question the acceptability of the patronage of any person because of race,religion, color, ancestry, sex, age, national origin or physical handicap. In the performance of this Agreement, Licensee shall not discriminate against any employee or applicant for employment,because of race, religion, color, ancestry, sex, age, national origin or physical handicap. Licensee shall take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, religion, color, ancestry, sex, age, national origin or physical handicap. Such action shall include,but not be limited to,the following: employment, 19-7774/208511 11 336 upgrading, demotion or transfer;recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Licensee shall post in conspicuous places, available to all employees and applicants for employment, notices setting forth the provisions of this Section. Licensee shall permit access to its records of employment, employment advertisements, application forms, and other pertinent data and records by City,the State Fair Employment Practices Commission, or any other agency with jurisdiction over these matters, for the purpose of investigation to ascertain compliance with this Section. City may determine a violation of this Section to have occurred upon receipt of a final judgment having that effect from a court in an action to which Licensee was a party, or upon receipt of a written notice from the State Fair Employment Practices Act or other applicable discrimination. SECTION 30. SALE OF ALCOHOLIC BEVERAGES AND ENTERTAINMENT PROHIBITED Notwithstanding anything to the contrary, the sale or provision of alcoholic beverages and/or live entertainment in, on, or from the Premises is expressly forbidden, unless expressly permitted in writing by City in advance. For any proposed sale or provision of alcoholic beverages, Licensee must first obtain written City approval prior to submitting any request for approval to the Alcoholic Beverage Commission. SECTION 31. RESTORATION AND SURRENDER OF PREMISES On expiration or termination of this Agreement, Licensee shall promptly surrender and deliver the Premises to City in as good condition as they are now at the commencement date of this Agreement, reasonable wear and tear excepted. City may, in its sole discretion, accept all or any portion of the Premises, as then improved with improvements, and equipment; or City may require Licensee to remove all or any portion of such improvements, and equipment, at Licensee's own risk and cost and expense; or City may itself remove or have removed all or any portion of such improvements, and equipment, at Licensee's own risk and cost and expense. If required by City to do so, in removing any such improvements, and equipment, Licensee shall restore the Premises as nearly as possible to the conditions existing prior to their installation or construction. All 19-7774/208511 12 337 such removal and restoration shall be to the satisfaction of City and shall be completed within thirty(30) days of the expiration or termination of this Agreement. SECTION 32. CITY'S OPTION TO CLOSE THE PREMISES City may close the Premises without liability and without advance notice to Licensee therefore at any time as City in its sole discretion deems necessary for the protection of life, limb or property, or for public health, safety or welfare purposes, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by City in its sole discretion. SECTION 33. CONFLICT OF INTEREST Licensee warrants and covenants that no official or employee of City, nor any business entity in which an official or employee of City is interested, (1)has been employed or retained by Licensee.in the performance of this Agreement without the immediate written divulgence of such fact to City. In the event City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Licensee, upon request of City, shall terminate such employment immediately. For breaches or violation of this Section, City shall have the right both to annul this Agreement without liability and, in its discretion, recover the full amount of any such compensation paid to such official, employee or business entity. No official or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. SECTION 34. NOTICE All notices, certificates, or other communications required to be given hereunder shall be made in the following manner, and shall be sufficiently given and deemed received when (a)personally delivered; or(b)three (3)business days after being sent via United States certified mail; or(c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that City and Licensee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: • 19-7774/208511 13 338 TO CITY: TO LICENSEE: Director of Library Services Subhash and Sushila Patel City of Huntington Beach dba One Fine Blend 7111 Talbert Street 10205 Bunting Avenue Huntington Beach, CA 92648 Fountain Valley, CA 92708 SECTION 35. COMPLIANCE WITH LAWS Licensee, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, both Federal and State and county or municipal,relating to Licensee's use and occupancy of the Premises and operation of its business whether such statutes, ordinances, regulations and requirements be now•in force or hereinafter enacted. This Agreement is expressly subject to the laws, regulations and policies of City. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity, that Licensee has violated any such statute, ordinance, regulation or requirement shall be conclusive as between City and Licensee and shall be grounds for termination of this Agreement by City. SECTION 36. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. SECTION 37. ATTORNEY'S FEES Except as expressly set forth herein, in the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. SECTION 38. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. SECTION 39. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery,be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who signed it. 19-7774/208511 14 339 SECTION 40. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party, or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. The Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement and supersede all prior understanding and agreements,whether oral or in writing between the parties respecting the subject matter hereof. 19-7774/208511 15 340 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers the day,month and year first written above. LICENSEE: CITY: SUBHASH PATEL,an individual, CITY OF HUNTINGTON BEACH, doing business as NE FINE :: I a municipal corporation of the State of California By: Subhash Patel 91612o i3 Mayor SUSHILA PATEL,an individual, doing business as ONE FINE BLEND ATTEST: 1-W By—�~� ✓'�?`' _ Sushila Patel gf c /2Q q City Clerk APPROVED AS TO FORM: City Attorney •µ,V REVIEWED AND APPROVED: TED AND APPROVED: City Manager / D' `o Vrary Servic.: et7/1 COUNTERPART • 19-7774/208511 16 341 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers the day,month and year first written above. LICENSEE: CITY: SUBHASH PATEL, an individual, CITY OF HUNTINGTON BEACH, doing business as NE,FINE :. • a municipal corporation of the State of California By: T Subhash Patel cif 6 f 20 i 9 Mayor SUSHILA PATEL,an individual, doing business as ONE FINE BLEND ATTEST: 12D tA2,14m, q6inizehAd Sushila Patel c.../c /20 City Clerk //0//9 iasS l ! APPROVED AS TO FORM: City Attorney µ,V REVIEWED AND APPROVED: ATED AND APPROVED: City Manager Director of Library Services COUNTERPART 19-7774/208511 16 342 Exhibit A c,it to lave hare .—^”...`,.....m..........„....,..... ....„......—*,,,,, .....—... ....,,,,,s, VLU,2 '1 I Arrier ' MEM ' Maddy illotn • i i i 4 \s,, ‘,. , 1 — 'NJ .1 i if t17.,.: fart x ..,ith, / , Meatig!born 3 kr.Tra • ' • t vieting Roam C \ , ' Wilms • 2" \ " D tc;rap. 7- ! , --- /• It .... MC-241 ittoto D * • g• \ Retta-m i r L - istamerts - -777 . , .. //One Fine Blend 1 // 600 Square Foot Leaseable Area Cattring Rchazi RA way I / EZEINI , Meeting Roarra E•'''').... ; Ratart ' ./ i t i - . I • ,, ,120,1'".% 1 iiii,vmr '...''''''' -., I / i . ic--- i',Vi 4---,2 LIWIll. till "'"---- 7 11 y '-47.1/. e „., i I I 343 Aco D CERTIFICATE OF LIABILITY INSURANCE DATE iMM o s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT CHRIS FERRARO JR CHRISTOPHER FERRARO JR PHCNN ).949-586-7060 ,No),949-586-1227 StateFarm 25909 PALA STE 160 E o leSs:natasha@chrisferrarojr.com Q MISSION VIEJO CA 92691 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A State Farm General Insurance Company 25151 INSURED PATEL,SUBHASH &SUSHILADBA INSURER B: DBA ONE FINE BLEND INSURER C: 711 TALBERT AVE INSURERD: HUNTINGTON BEACH, CA.,92648 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSD WV POLICY NUMBER SD POLICY EFF POLICY EXP LIMITS (MM/DDIYYYYI (MM/DD/YYYYJ A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO CLAIMS-MADE X OCCUR 92-B4-K359-2 03-02-2018 03/02/2020 PREMISES(EaENTED occurrence) $ • 300,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JET LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: BUSINESS PROPERTY $ 40,600 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ — ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS AUTOS APPRC��/ '" ^'` " PROPERTY DAMAGE NON-OWNED $ HIRED AUTOS AUTOS APPROVED AS TO FORM (Per accident) 1,000,000 1,000,000 $ UMBRELLA LIAB By EACH OCCURRENCE $OCCUR Bin I 1 %may//J - EXCESS LIAB CLAIMS-MADE �FrMICHAEL E.GATES c•?+•G / AGGREGATE $ DED RETENTIONS CITYATr'QRNEV $ WORKERS COMPENSATION c.ITY OF HUNTINGTON BEACH PER OTH- ER AND EMPLOYERS'LIABILITY Y 1 N. ANY PROPRIETOR/PARTNER/EXECUTIVE n N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION ADDITIONAL INSURED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF HUNTINGTON BEACH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 MAIN STREET ACCORDANCE WITH THE POLICY PROVISIONS. HUNTINGTON BEACH, CA.92648-2763 A RIZEp REPRESENTATIVE Digitally signed by Chris Ferraro Jr uh rl s `Ferraro Jr DN:cn=Chris Ferraro Jr,o,ou, email=chits.fenaro�r.rktf@statefann.com,SUS Date:2016.06.07 15:20:09-07'00` I ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 1001486 132849.9 02-04-2014 344 SDJ Policy No. 92 B4K359 2 CMP-4788.1 Page 1of1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4788.1 ADDITIONAL INSURED—MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 B4K359 2 Named Insured: PATEL, SUBHASH & SUSHILA DBA ONE FINE BLEND • 7111 TALBERT AVE HUNTINGTN BCH CA 92648-1232 Name And Address Of Additional Insured Person Or Organization: CITY OF HUNTINGTON BEACH CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES,AGENTS & VOLUNTEERS 2000 MAIN ST HUNTINGTN BCH CA 92648 2763 Location Of Premises (Part Leased To You): 7111 TALBERT AVE, HUNTINGTON BCH CA 92648-1232 1. SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to include, as an additional insured,any person or organization shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule. 2. With respect to the insurance afforded the additional insured, this insurance does not apply to: a. Any "occurrence" or offense which takes place after you cease to be a tenant in the premises shown in the Schedule. b. Structural alterations, new construction or demolition operations performed by or for that addi- tional insured. 3. Any insurance provided to the additional insured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 4. Primary Insurance. This insurance is primary to and will not seek contribution from any other insur- ance available to an additional insured under your policy rovided that the additional insured is a named insured under such other insurance. All other policy provisions apply. CMP-4788.1 1007035 148012 08-14-2014 O,Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 345 a' N G e, City of :untington Beach era re, '- °® 2000 Main Street ♦ Huntington Beach, CA 92648 a�� - � � (714) 536-5227 • www.huntingtonbeachca.gov Office of the City Clerk ®+`�anrAs- Robin Estanislau, City Clerk September 10, 2019 Subhash and Sushila Patel dba One Fine Blend 10205 Bunting Avenue Fountain Valley, CA 92708 Dear Mr. and Mrs. Patel: Enclosed is a fully executed copy of the "Non-Exclusive License Agreement between the City of Huntington Beach and Subhash and Sushila Patel, Individuals, Doing Business As One Fine Blend"approved by the Huntington Beach City Council on September 3, 2019. Sincerely, • *2041, 9'471-44/41044) Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand 346