HomeMy WebLinkAboutCentral Valley Craft dba Tioga Sequoia Brewing Company - License Agreement (829 & 835 Fulton) 3-1-24 LICENSE AGREEMENT
(Property at 829 & 835 Fulton)
THIS LICENSE AGREEMENT ("Agreement") is entered as of March 1st 2024
("Effective Date") between the Housing Successor Agency to the Redevelopment
Agency of the City of Fresno, a public body, corporate and politic, ("AGENCY"), and
Central Valley Craft Beer, LLC, dba Tioga Sequoia Brewing Company ("LICENSEE").
RECITALS
A. LICENSEE is a local brewery that will be hosting the annual FresYes Fest
(the "Event").
B. LICENSEE will utilize the vacant real property at 829 & 835 Fulton (APNs
468-282-05T & 468-282-22T) that is owned by the AGENCY (the "Licensed Property").
C. AGENCY wishes to agree to allow Licensee to use the Licensed Property
on the terms and conditions herein.
AGREEMENT
1. License to Use. In consideration of the covenants and conditions set
forth in this Agreement, AGENCY permits LICENSEE to use the Licensed Property for
the sole purpose of the Event, subject to applicable local, state and federal law, and this
Agreement.
2. Term. The term of this License shall be the sooner to occur of the
following: (a) Licensee's completion of the Event, (b) Licensee's vacation of the
Licensed Property, or (c) March 24, 2024.
3. Surrender of Property and Relocation. LICENSEE, at LICENSEE's
sole expense, upon termination of this Agreement as provided herein, shall vacate and
surrender the Licensed Property. In consideration of AGENCY's agreement to enter
this License, LICENSEE hereby releases and waives any and all rights it may now
have, or hereafter obtain, to any "relocation assistance benefits" pursuant to the Federal
Uniform Relocation Assistance Act (42 U.S.C. § 4601 et seq.), the California Relocation
Assistance law (Cal. Gov. Code § 7260 et seq.), or any other statute that replaces or
provides rights similar to such statutes, if AGENCY requires LICENSEE to vacate and
surrender the Licensed Property in such a way as to 'displace' LICENSEE from the
Licensed Property. LICENSEE, further, shall execute any other documentation of the
release and waiver provided hereby as AGENCY may reasonably require.
4. Limitations on Use.
4.1 LICENSEE's use of the Licensed Property shall be limited to use
for the Event and uses reasonably and incidentally related thereto.
4.2 LICENSEE shall not install any improvements, temporary or
permanent.
4.3 LICENSEE is prohibited, without limitation, from increasing the
permitted use on the Licensed Property.
4.4 LICENSEE shall comply with all applicable terms, conditions and
requirements of the AGENCY's policies regarding use of public property
and other AGENCY, rules and regulations. LICENSEE shall comply with
all applicable laws and regulations of the federal, state, county, local
governments and all administrative agencies thereof which may have
jurisdiction over LICENSEE's use of the Licensed Property.
4.5 LICENSEE shall not cause or permit any Hazardous Material to be
used, stored, transported, generated, or disposed in or about the Licensed
Property by LICENSEE or LICENSEE's agents, employees, contractors,
LICENSEEs, or invitees. "Hazardous Material" means any hazardous,
toxic, or infectious substance, material, or waste which is or becomes
regulated by any local governmental entity, the State of California, or the
United States Government under any law, regulation or ordinance
regulating or controlling any Hazardous Material (the "Hazardous
Materials Laws"), including, without limitation, any material, or substance
which is (i) defined as a "hazardous waste," "extremely hazardous waste"
or "restricted hazardous waste" under California Health and Safety Code
§§ 25115, 25117 or 25122.7, or listed pursuant to California Health and
Safety Code § 25140, (ii) defined as a "hazardous substance" under
California Health and Safety Code § 25316, (iii) defined as a "hazardous
material," "hazardous substance" or "hazardous waste" under California
Health and Safety Code § 25501 (v) defined as a "regulated medical
waste" under 40 C.F.R. § 259.10(a) or § 259.30, (v) petroleum or
petroleum product, (vi) asbestos, (vii) designated as a "hazardous
substance" pursuant to § 311 of the Federal Water Pollution Control Act
(33 U.S.C. § 1317), (ix) defined as a "hazardous waste" pursuant to §
1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C.
§ 6901, et seq. (42 U.S.C. § 6903), or (x) defined as a "hazardous
substance" pursuant to § 101 of the Comprehensive Environmental
Response Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42
U.S.C. § 9601).
5. Indemnification and Insurance. LICENSEE agrees to the
Indemnification provisions attached hereto as Exhibit A and to the Insurance provisions
attached hereto as Exhibits A and B and incorporated herein.
6. Maintenance and Repair. LICENSEE, at LICENSEE's sole expense
shall maintain the Licensed Property in a condition satisfactory to AGENCY and in
accordance with applicable governmental codes. LICENSEE shall be responsible for
any citations issued by any agency having jurisdiction as a result of LICENSEE's failure
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to comply with any applicable law, regulation, ordinance, rule, or order.
7. Taxes. Nothing contained in this Agreement shall be construed to exempt
the LICENSEE from any tax levy or assessment which is or may be hereafter lawfully
imposed. Notice is hereby given pursuant to Revenue and Tax Code Article 107.6 that
this License may create a property interest subject to property taxation and may subject
LICENSEE to the payment of property taxes levied on such interest.
8. Default; Termination. In the event that LICENSEE fails to perform any
obligation under this Agreement, LICENSEE shall be in default hereof, and LICENSEE
shall pay all costs and expenses incurred by AGENCY in obtaining performance of such
obligations including, without limitation, costs of suit and reasonable attorney's fees. If
LICENSEE uses the Licensed Property for any purpose not expressly authorized by this
Agreement or fails to act strictly in accordance with the terms and conditions of this
Agreement, LICENSEE shall be in default hereof, and if such default is not corrected
within 3 days' following notice from AGENCY to LICENSEE, AGENCY may immediately
terminate this Agreement and prevent LICENSEE from using or remaining upon the
Licensed Property. If AGENCY determines that any default by LICENSEE does or has
the potential to cause a danger to the Licensed Property, AGENCY may immediately
and without prior notice to LICENSEE terminate this Agreement and prevent LICENSEE
from using or remaining upon the Licensed Property, with or without process of law.
9. Removal of Improvements at Termination. Upon termination of this
Agreement for any reason, LICENSEE, at its sole expense, shall vacate and surrender
the Licensed Property and remove all LICENSEE property in or upon the Licensed
Property and surrender the Licensed Property to the AGENCY in a condition reasonably
satisfactory to AGENCY. Should LICENSEE fail or refuse to comply with the terms of
this section, AGENCY, at its option, may perform such work, and LICENSEE shall
reimburse AGENCY for all costs and damages that the AGENCY incurs.
10. Service of Notice. Except as otherwise provided in this Agreement, any
notice required or permitted to be given hereunder shall be in writing and may be given
by personal delivery or by certified or registered mail, and shall be deemed sufficiently
given if delivered or addressed to LICENSEE at the address listed below the
LICENSEE's signature, or to AGENCY at 848 M Street, Third Floor, Fresno, California
93721, Attention: Executive Director, with a copy to 2600 Fresno Street, Fresno, CA
93721, Attention: City Attorney. Mailed notices shall be deemed given upon actual
receipt at the address required, or forty-eight hours following deposit in the mail,
postage prepaid, whichever first occurs. Either party may by notice to the other specify
a different address for notice purposes.
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11. Laws, Venues, and Attorneys' Fees. This Agreement shall be
interpreted in accordance with the laws of the State of California. If any action is
brought to interpret or enforce any term of this Agreement, the action shall be brought in
a state or federal court situated in the County of Fresno, State of California. In the
event of any claim, legal action or proceeding between the parties arising under or
concerning this License, the prevailing party shall be entitled to reasonable attorneys'
fees and expenses as part of the judgment resulting therefrom.
12. Acceptance of Licensed Property. LICENSEE acknowledges that it
presently occupies the Licensed Property and is familiar with the present physical
condition of the Licensed Property. LICENSEE accepts the Licensed Property in its
present physical "AS-IS" condition. By signing this License, LICENSEE represents and
warrants that LICENSEE has independently inspected the Licensed Property and the
area immediately surrounding and made all investigations, tests, and observations
necessary to satisfy LICENSEE as to the condition of the Licensed Property, zoning and
land use laws, regulations, and ordinances affecting the Licensed Property, and all of
the conditions, restrictions, encumbrances, and other matters of record relating to the
Licensed Property. LICENSEE agrees that LICENSEE is relying solely on LICENSEE's
independent inspection and that AGENCY has made no warranty or representation with
regard to the Licensed Property. AGENCY shall not be responsible for any latent defect
or change in condition in the Licensed Property and LICENSEE's obligations under this
License shall not be diminished on account of any defect in the Licensed Property, any
change of condition, or any damages occurring on the Licensed Property. In case of
the eviction of LICENSEE by anyone owning or claiming title to or any interest in the
Licensed Property, AGENCY shall not be liable to LICENSEE for any damage of any
nature whatsoever or to refund any moneys paid hereunder.
13. Waiver and Release. LICENSEE hereby releases AGENCY from all
future claims, actions, or demands that LICENSEE may have or may hereinafter have,
known and unknown, in any way relating to the quality, fitness, or condition of the
Licensed Property, and LICENSEE specifically waives all rights under California Civil
Code section 1542, which provides as follows:
"A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor."
14. Attorneys' Fees. If legal action is required to enforce any of the rights
and obligations described herein, the party prevailing in such action shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum as its attorney's
fees and costs.
15. Counterparts. This License Agreement may be executed in counterparts,
each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties have signed below, effective as of the
Effective Date, by their duly authorized representatives.
Housing Successor Agency to the Central Valley Craft Beer, LLC, dba
Redevelopment Agency Tioga Sequoia Brewing Company
of the City of Fresno
By: By:
Marlene Murphey, Wca-evCru
Executive Director Pr sident
By: �19"'
Nathan Keeney,
Chief Financial Officer
APPROVED AS TO FORM
ANDREWJANZ
City Attorney
By: 3—5 —20,;2
Brent Richardson Date
Deputy City Attorney
ATTEST:
TO ID STERN' R, CIVIC
City Clerk
By:
De ut'
Attachments:
1. Exhibit A— Indemnification and Insurance Provisions
2. Exhibit b— Insurance Requirements
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Exhibit A
INDEMNIFICATION AND INSURANCE PROVISIONS
License Agreement between the
Housing Successor Agency to the Redevelopment Agency
of the City of Fresno and
Tioga Sequoia Brewing Company
1. Indemnification.
(a) LICENSEE's occupancy, maintenance and use of the Premises
shall be at LICENSEE's sole risk and expense. LICENSEE accepts all risk relating to
LICENSEE's: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or
any part of that Premises, including use of any public facilities and improvements, upon
which the Premises is located; and (iii) the performance of, or failure to perform, this
Agreement. CITY shall not be liable to LICENSEE or LICENSEE's insurer(s) for, and
LICENSEE and its insurer(s) hereby waives and releases AGENCY and CITY of
FRESNO from, any and all loss, liability, fines, penalties, forfeitures, costs or damages
resulting from or attributable to an occurrence on or about the Premises including any
public facilities and improvements, upon which the Premises is located, in any way
related to the LICENSEE's operations and activities. LICENSEE shall immediately
notify CITY OF FRESNO of any occurrence on the Premises including any public
facilities and improvements, upon which the Premises are located, resulting in injury or
death to any person or damage to property of any person.
(b) To the furthest extent allowed by law, LICENSEE shall indemnify,
hold harmless and defend AGENCY, City of Fresno, and each of their officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but
not limited to personal injury, death at any time and property damage) incurred by
AGENCY, CITY OF FRESNO, LICENSEE or any other person, and from any and all
claims, demands and actions in law or equity (including attorney's fees, litigation
expenses, and costs to enforce this agreement), arising or alleged to have arisen
directly or indirectly out of: (i) LICENSEE'S use of the Licensed Property; (ii)
LICENSEE'S failure to keep the Licensed Property and surrounding areas clean and in
good condition; and (iii) LICENSEE'S performance of this License Agreement.
LICENSEE'S obligations under the preceding sentence shall apply regardless of
whether AGENCY, City of Fresno, and each of their officers, officials, employees,
agents and volunteers are negligent, but shall not apply to any loss, liability, fines,
penalties, forfeitures, costs or damages caused solely by the gross negligence, or
caused by the willful misconduct, of AGENCY or any of its officers, officials, employees,
agents or volunteers.
(c) This section shall survive expiration or termination of this
Agreement.
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2. Insurance.
(a) Throughout the life of this Agreement, LICENSEE shall pay for and
maintain in full force and effect all insurance as required in Exhibit B or as may be
authorized, and any additional insurance as may be required, in writing by AGENCY'S
Risk Manager or his/her designee at any time and in his/her sole discretion.
(b) If at any time during the life of the Agreement or any extension,
LICENSEE fail to maintain any required insurance in full force and effect, all services
and work under this License Agreement shall be discontinued immediately, until notice
is received by AGENCY that the required insurance has been restored to full force and
effect and that the premiums therefore have been paid for a period satisfactory to
AGENCY. Any failure to maintain the required insurance shall be sufficient cause for
AGENCY to terminate this License Agreement. No action taken by AGENCY pursuant
to this section shall in any way relieve LICENSEE of its responsibilities under this
License Agreement. The phrase "fail to maintain any required insurance" shall include,
without limitation, notification received by AGENCY that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the insurer
is insolvent.
(c) The fact that insurance is obtained by LICENSEE shall not be
deemed to release or diminish the liability of LICENSEE, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify
AGENCY shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by LICENSEE. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of
LICENSEE, its principals, officers, agents, employees, persons under the supervision of
LICENSEE, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors,
or anyone employed directly or indirectly by any of them.
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Exhibit B
INSURANCE REQUIREMENTS
License Agreement between the
Housing Successor Agency to the Redevelopment Agency
of the City of Fresno and
Tioga Sequoia Brewing Company
Throughout the life of this Agreement, Licensee shall pay for and maintain in full force
and effect all policies of insurance required hereunder with an insurance company(ies)
either (i) admitted by the California Insurance Commissioner to do business in the State
of California and rated not less than "A- VII" in Best's Insurance Rating Guide, or (ii)
authorized by the Risk Manager. The following policies of insurance are required:
(i) COMMERCIAL GENERAL LIABILITY insurance which shall be at
least as broad as the most current version of Insurance Services Office (ISO)
Commercial General Liability Coverage Form CG 00 01 and include insurance
for "bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non-
owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with
limits of liability of not less than the following:
$1,000,000 per occurrence for bodily injury and property damage
$1,000,000 per occurrence for personal and advertising injury
$2,000,000 aggregate for products and completed operations
$2,000,000 general aggregate applying separately to the work performed
under the Contract
(ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be
at least as broad as the most current version of Insurance Service Office (ISO)
Business Auto Coverage Form CA 00 01, and include coverage for all owned,
hired, and non-owned automobiles or other licensed vehicles (Code 1 -Any
Auto) with limits of liability of not less than $1,000,000 per accident for bodily
injury and property damage.
(iii) WORKERS' COMPENSATION insurance as required under the
California Labor Code.
(iv) EMPLOYERS' LIABILITY insurance with limits of liability of not less
than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000
disease each employee.
(v) LIQUOR LIABILITY INSURANCE for alcoholic beverages that are
to be sold, served or furnished, Liquor Liability coverage is required with limits of
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liability of not less than
(i) $1,000,000 per occurrence;
(ii) $2,000,000 aggregate for bodily injury and property damage;
In the event Licensee purchases an Umbrella or Excess insurance
policy(ies) to meet the minimum limits of insurance set forth above, this
insurance policy(ies) shall "follow form" and afford no less coverage than the
primary insurance policy(ies).
Licensee shall be responsible for payment of any deductibles contained in any
insurance policies required hereunder and Licensee shall also be responsible for
payment of any self-insured retentions.
All policies of insurance required hereunder shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits
except after 30 calendar day written notice has been given to Agency. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal,
or reduction in coverage or in limits, Licensee shall furnish Agency with a new
certificate and applicable endorsements for such policy(ies). In the event any
policy is due to expire during the work to be performed for Agency, Licensee shall
provide a new certificate, and applicable endorsements, evidencing renewal of
such policy not less than 15 calendar days prior to the expiration date of the
expiring policy.
The General Liability, Liquor Liability and Automobile Liability insurance policies shall be
written on an occurrence form and shall name Agency, City, and each of their officers,
officials, agents, employees and volunteers as an additional insured. Such policy(ies) of
insurance shall be endorsed so Licensee's insurance shall be primary and no
contribution shall be required of Agency or City. The coverage shall contain no special
limitations on the scope of protection afforded to Agency, City, and each of their officers,
officials, employees, agents and volunteers. Any policies of insurance shall contain a
waiver of subrogation as to Agency, City, and each of their officers, officials, agents,
employees and volunteers.
Licensee shall furnish Agency with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the Risk Manager or his/her designee prior to
Agency's execution of the Agreement. Upon request of Agency, Licensee shall
immediately furnish Agency with a complete copy of any insurance policy required
under this Agreement, including all endorsements, with said copy certified by the
underwriter to be a true and correct copy of the original policy. This requirement shall
survive expiration or termination of this Agreement.
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City of CALLE -MAILE OR PICK-UP TO: G.
rt7C�i� r�i DATE: 3 S ZDZ�/ BY:
City Attorney's Office
ITEM FOR APPROVAL
CONFIDENTIAL - PROTECTED BY ATTORNEY-CLIENT PRIVILEGE
AND ATTORNEY WORK PRODUCT DOCTRINE
THIS IS NOT A PUBLIC RECORD
Assignment# A24-0233.001 C.O. #
Fund# PC BU#
Org# Resource Type:
Project ID# Timekeeping: Y/N N
Activity ID# CIP: Y/N N
Opened Date: 3/5/2024 Desired Completion Date: 3/19/2024
Status Date: 3/5/2024 Hard Deadline Date: 3/19/2024
Assigned To: Brent Richardson CAO
TO: Enrique Mendez
Redevelopment
(559) 621-7603
Pick-up Contact (if different): Enrique x7603
DOCUMENT: Tioga Sequoia for use of Fulton lots
*SIGNATURE*Review insurance and draft license agreement with Tioga Sequoia for use of 829 &
835 Fulton lots for 1 lth annual FresYes event.
Attached material been.
APPROVED
NOT APPROVED (Return this sheet with revised document)
See comments below Staff Report Reviewed: Yes No
(RETURN THIS SHEET WITH REVISED DOCUMENT/RESUBMITTAL)
Time Spent(Hours):
By. Date: 3S'