HomeMy WebLinkAboutCentral Valley Craft Beer License Agreement (815 Fulton Street) - 3-22-25UUUUJ I I�j. I I CI IVCIUFJC IU. �ZJM0UMJC-G0V1+-°+( r4-`9UC1+-.7UJ I I Or DUr OO
LICENSE AGREEMENT
(Property at 815 Fulton Street)
THIS LICENSE AGREEMENT (Agreement) is entered as of March 22, 2025
(Effective Date), between the City of Fresno, a municipal corporation, (CITY or
LICENSOR), and Central Valley Craft Beer, a limited liability corporation (LICENSEE).
RECITALS
A. LICENSEE is a Limited Liability Corporation that will be hosting an event
promoted as FresYes (the Event).
B. LICENSEE will utilize the vacant real property at 815 Fulton Street (APN
468-282-23T) that is owned by the CITY (the Licensed Property).
C. LICENSOR agrees 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, LICENSOR 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 22, 2025.
3. Surrender of Property and Relocation. Upon termination of this
Agreement as provided herein, LICENSEE, at its sole expense, shall vacate and
surrender the Licensed Property. In consideration of LICENSOR'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 LICENSOR 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 LICENSOR 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 use 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.
452814v1 1
Ljuuubly II CI IVCIupu IU. I IJr DUr JO
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. If LICENSOR
determines that any default by LICENSEE does or has the potential to cause a danger
to the Licensed Property, LICENSOR 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 LICENSOR in a condition
reasonably satisfactory to LICENSOR. Should LICENSEE fail or refuse to comply with
the terms of this section, LICENSOR, at its option, may perform such work, and
LICENSEE shall reimburse LICENSOR for all costs and damages that the LICENSOR
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 LICENSOR at 2600 Fresno Street, Fresno, California
93721, Attention: City Manager, with a copy to LICENSOR at 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.
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 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 LICENSOR has made no warranty or representation with regard to
the Licensed Property. LICENSOR shall not be responsible for any latent defect or
452814v1 3
LJul:ubjy,, r-muiuyu iu. uvr%oLjj-%or ao.7V--1/ r4-.7UC'+-.7VJ i i Jr our Jo
IN WITNESS WHEREOF, the parties have signed below, effective as of the
Effective Date, by their duly authorized representatives.
CITY OF FRESNO, CENTRAL VALLEY CRAFT BEER, a
A California municipal corporation limited liability corporation
bocuS:gned by: OaCUSignod by:
Georgeanne A. White, City Manager Michael Cruz, President
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
py:
3/21/2025
By.F;;avuar�iarn.
rE�WPAA vanian, Date
Assistant City Attorney
ATTEST:
TODD STERMER, MMC
City Clerk
Signed by:
B At 3/21/2025
CAB3057983EaCd--.
Deputy
Addresses:
CITY:
City of Fresno
Attention: Melissa Almaguer
Parking Manager
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-8796
E-mail: melissa.almaguer@fresno.gov
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
Signed by: 8 , 609 , 915.00
By; UwbinAC& 6 off' &
voos�sosiFsaays...
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
LICENSEE:
Central Valley Craft Beer
Attention: Matt Napoletano
Event Coordinator
745 Fulton Street
Fresno, CA
Phone: (209)
E-mail: matt@tioga-sequoia.com
Attachments:
Exhibit A — Indemnification and Insurance Provisions
452814v1 5
Ljuuublyl I 1=I1vulu v IL)..70F10UHJC-L0.7Y-41 r4-.70C'+-vua I IJro0rJ0
Premises is located, resulting in injury or death to any person or damage to property of
any person.
If Licensee should contract any work on the Premises or subcontract any of its
obligations under this Agreement, Licensee shall require each contractor, or
subcontractor to Indemnify, hold harmless and defend Licensor and each of its officers,
officials, employees, agents and authorized volunteers in accordance with the terms of
the preceding paragraph. Licensee shall, to the maximum extent permitted by law,
indemnify, protect, defend and hold Licensor harmless against claims, losses, costs
(including attorneys' fees and costs), liabilities and damages resulting from the failure of
Licensee, or any of Licensee's consultants, contractors or subcontractors, to comply
with the insurance requirements set forth in this Agreement.
The provisions of this Section shall survive termination or expiration of this Agreement.
2. Insurance.
(a) Throughout the life of this Agreement, LICENSEE shall pay for and
maintain in full force and effect all insurance as required herein with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner to do
business in the State of California and rated no less than "A-VII" in the Best's Insurance
Rating Guide, or (ii) as may be authorized in writing by LICENSOR'S Risk Manager or
his/her designee at any time and in his/her sole discretion. The LICENSOR, its officers,
officials, employees, agents and volunteers (hereinafter referred to collectively as
"LICENSOR") requires policies of insurance as stated herein shall maintain limits of
liability of not less than those amounts stated therein. However, the insurance limits
available to LICENSOR, shall be the greater of the minimum limits specified therein or
the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension,
LICENSEE or any of its subcontractors fail to maintain any required insurance in full
force and effect, all services and work under this Agreement shall be discontinued
immediately, and all payments due or that become due to LICENSEE shall be withheld
until notice is received by LICENSOR 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 LICENSOR. Any failure to maintain the required insurance shall be
sufficient cause for LICENSOR to terminate this Agreement. No action taken by
LICENSOR pursuant to this section shall in any way relieve LICENSEE of its
responsibilities under this Agreement. The phrase "fail to maintain any required
insurance" shall include, without limitation, notification received by LICENSOR 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 LICENSOR 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
7
452814v1
LJUUUz,1y1I CIIVCIuptC IL-J. IJrDUr JO
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. LIQUOR LIABILITY INSURANCE for alcoholic beverages that are to be
sold, served or furnished, Liquor Liability coverage is required with limits of liability of
not less than:
(i) $1,000,000 per occurrence;
(ii) $2,000,000 aggregate for bodily injury and property damage;
UMBRELLA OR EXCESS INSURANCE
In the event LICENSEE purchases an Umbrella or Excess insurance policy(ies)
to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form"
and afford no less coverage than the primary insurance policy(ies). In addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the LICENSOR and each of their officers, officials,
employees, agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
LICENSEE shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and LICENSEE shall also be responsible for
payment of any self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except
after thirty (30) calendar days written notice has been given to LICENSOR, except ten
(10) days for nonpayment of premium. LICENSEE is also responsible for providing
written notice to the LICENSOR under the same terms and conditions. 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 LICENSOR 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 LICENSOR, LICENSEE shall provide a new
certificate, and applicable endorsements, evidencing renewal of such policy not less
than fifteen (15) calendar days prior to the expiration date of the expiring policy.
The Commercial General, Liquor Liability and Automobile Liability policies of
insurance shall be endorsed to name LICENSOR, its officers, officials, employees,
agents and volunteers as additional insureds.
LICENSEE shall establish additional insured status for the Licensor and for all
ongoing and completed operations by use of endorsements as broad as coverage
contained in ISO Form CG 20 10 11 85.
The Commercial General, Liquor Liability and Automobile Liability policies of
insurance shall be endorsed so LICENSEE's insurance shall be primary and no
contribution shall be required of Licensor. The coverage shall contain no special
limitations on the scope of protection afforded to LICENSOR, its officers, officials,
employees, agents and volunteers.
9
452814v1