HomeMy WebLinkAboutHalo Cafe, Inc. License Agreement - 4-27-24GSD-B License Agt. – Vending Machines (01-2024) CAO 04-12-24
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT (Agreement) is entered into on April 27, 2024, (the
Effective Date), by and between the City of Fresno, a California municipal corporation,
(City or Licensor), and Halo Café, Inc., a California non-profit corporation (Licensee).
1. Licensor is the owner of certain real property situated in the City of Fresno, located
at APN: 49403053ST; 5277 E. Airways Blvd., Fresno, CA 93722 as depicted in Exhibit
A (Property).
2. Licensor grants to Licensee a revocable license (License) to allow Licensee to
utilize our community room to counsel clients and use the covered area adjacent to the
community room to distribute the food. Licensee may not use the Property for any other
purpose or business without obtaining Licensor's prior written consent.
3. The Licensor will not construct any improvements on the Property. Licensee may
construct improvements only after receiving prior written consent from Licensor. In
exercising these rights, Licensee must use reasonable care and may not unreasonably
increase the burden on the Property.
4. This License is personal to the Licensee and shall not be assigned. Any attempt
to assign the License shall automatically terminate it. No legal title or leasehold interest
in the Property is created or vested in Licensee by the grant of this License.
5. The term of this License shall be from the Effective Date to July 27, 2024. License
shall be entitled to use the Premises on the following days: April 27, 2024, May 4, 2024,
June 1, 2024, and July ___, 2024. Licensor may, at its sole election, decline Licensee's
request to renew the License.
6. Licensor may revoke this License at will by having a written revocation notice
delivered to Licensee at least seven (7) days prior to the termination date specified in the
notice.
7. After receipt of a notice of termination from Licensor, on or before the effective
date of termination specified in that notice, Licensee shall remove all of Licensee's
personal property from the Property and shall surrender possession of the Property to
Licensor in good order and repair to the satisfaction of Licensor, normal wear and tear
excepted.
8. The Licensee shall indemnify, hold harmless and defend Licensor and each of its
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 Licensee or any other person, and from any and all claims, demands and
actions in law or equity (including attorney’s fees and litigation expenses), arising directly
or indirectly from the negligent or intentional acts or omissions of Licensee, or any of their
officers, officials, employees, agents, invitees, or volunteers in the performance of this
activities described in this Agreement provided nothing herein shall constitute a waiver by
Licensee of governmental immunities including California Government Code section 810
et seq.
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This section shall survive termination or expiration of this Agreement.
9. Insurance.
(a) Throughout the life of this Agreement, the Licensee shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which is
incorporated into and part of this Agreement, 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 the City’s Risk Manager or
designee at any time and in its sole discretion. The required policies of insurance
as stated in Exhibit B shall maintain limits of liability of not less than those amounts
stated therein. However, the insurance limits available to the City, its officers,
officials, employees, agents, and volunteers as additional insureds, 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, the
Licensee or any of its subcontractors/sub-consultants fail to maintain any required
insurance, all services and work under this Agreement shall be discontinued
immediately, and all payments due, or that become due, to the Licensee shall be
withheld until insurance is in compliance with the requirements. Any failure to
maintain the required insurance shall be sufficient cause for the City to terminate
this Agreement. No action taken by the City pursuant to this section shall in any
way relieve the Licensee of its responsibilities under this Agreement. The phrase
“fail to maintain any required insurance” shall include, without limitation, notification
received by the City 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 the Licensee shall not be
deemed to release or diminish the liability of the Licensee, including, without
limitation, liability under the indemnity provisions of this Agreement. The duty to
indemnify the City 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 the Licensee. Approval or
purchase of any insurance contracts or policies shall in no way relieve from liability
nor limit the liability of the Licensee, its principals, officers, agents, employees,
persons under the supervision of the Licensee, vendors, suppliers, invitees,
consultants, sub-consultants, subcontractors, or anyone employed directly or
indirectly by any of them.
10. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of City within the body of this Agreement, and not otherwise specifically provided
for, shall be effective only if signed by the Administrator or designee.
(b) Records of Vendor’s expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to City or its
authorized representatives upon request during regular business hours throughout
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the life of this Agreement and for a period of three years after final payment or, if
longer, for any period required by law. In addition, all books, documents, papers,
and records of Vendor pertaining to the Project shall be available for the purpose
of making audits, examinations, excerpts, and transcriptions for the same period
of time. If any litigation, claim, negotiations, audit or other action is commenced
before the expiration of said time period, all records shall be retained and made
available to City until such action is resolved, or until the end of said time period
whichever shall later occur. If Vendor should subcontract all or any portion of the
services to be performed under this Agreement, Vendor shall cause each
subcontractor to also comply with the requirements of this paragraph. This Section
11(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by City, Vendor shall have
provided evidence to City that Vendor is licensed to perform the services called for
by this Agreement (or that no license is required). If Vendor should subcontract all
or any portion of the work or services to be performed under this Agreement,
Vendor shall require each subcontractor to provide evidence to City that
subcontractor is licensed to perform the services called for by this Agreement (or
that no license is required) before beginning work.
11. Nondiscrimination. To the extent required by controlling federal, state and local
law, Vendor shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or
veteran of the Vietnam era. Subject to the foregoing and during the pe rformance of this
Agreement, Vendor agrees as follows:
(a) Vendor will comply with all applicable laws and regulations providing
that no person shall, on the grounds of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of
the Vietnam era be excluded from participation in, be denied the benefits of, or be
subject to discrimination under any program or activity made possible by or
resulting from this Agreement.
(b) Vendor will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam
era. Vendor shall ensure that applicants are employed, and the employees are
treated during employment, without regard to their race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. Such requirement shall apply to Vendor’s
employment practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training,
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including apprenticeship. Vendor agrees to post in conspicuous places, available
to employees and applicants for employment, notices setting forth the provision of
this nondiscrimination clause.
(c) Vendor will, in all solicitations or advertisements for employees
placed by or on behalf of Vendor in pursuit hereof, state that all qualified applicants
will receive consideration for employment without regard to race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era.
(d) Vendor will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of
Vendor’s commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(e) If Vendor should subcontract all or any portion of the services to be
performed under this Agreement, Vendor shall cause each subcontractor to also
comply with the requirements of this Section 12.
12. Any notice required or intended to be given to either party under the terms of this
Agreement shall be in writing and shall be deemed to be duly given if delivered personally
or deposited into the United States mail, with postage prepaid, addressed to the party to
which notice is to be given at the party’s address set forth on the signature page of this
Agreement or at such other address as the parties may from time to time designate by
written notice.
13. This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of California, excluding, however, any conflict of laws rule which
would apply the law of another jurisdiction. Venue for purposes of the filing of any action
regarding the enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno County, California.
14. The provisions of this Agreement are severable. The invalidity or unenforceability
of any one provision in this Agreement shall not affect the other provisions.
15. A Certified Access Specialist (CASp) can inspect the Property and determine
whether the Premises comply with all of the applicable construction-related accessibility
standards under state law. Although state law does not require a CASp inspection of the
Property, the commercial property owner or Licensor may not prohibit Licensee from
obtaining a CASp inspection of the Property for the occupancy or potential occupancy of
Licensee, if requested by Licensee. The Parties shall mutually agree on the arrangements
for the time and manner of the CASp inspection, the payment of the fee for the CASp
inspection, and the cost of making any repairs necessary to correct violations of
construction-related accessibility standards within the Property.
16. This Agreement constitutes the entire agreement between Licensor and Licensee
relating to the License. Any prior agreements, promises, negotiations, or representations
not expressly set forth in this Agreement are of no force and effect. Any amendment to
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this Agreement shall be of no force and effect unless it is in writing and signed by Licensor
and Licensee.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
Licensor:
CITY OF FRESNO,
A California municipal corporation
By:
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Date
Asst./Sup./Sr. Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Licensee
Halo Café, Inc., a California non-profit
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Attachments:
Exhibit A – Legal Description
Exhibit B – Insurance Requirements
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4/26/2024
Jennifer Quinn-Yovino
President / Founder
4/30/2024
LuAnn Ramirez McCaslin
Treasurer
4/30/2024
4/30/2024
5/1/2024
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EXHIBIT A
LEGAL DESCRIPTION
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EXHIBIT B
INSURANCE REQUIREMENTS
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your business
operations. The Commercial General Liability policy shall be written on an occurrence
form and shall provide coverage 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 not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of Commercial Auto Coverage Form CA 00 01, providing
liability coverage arising out of the ownership, maintenance or use of automobiles in the
course of your business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non -owned
automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to Consultant’s
profession.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to the
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California
with statutory limits.
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4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant 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 City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be covered
as additional insureds. Consultant shall establish additional insured status for the City
under the General Liability policy for all ongoing and completed operations by use of
endorsements providing additional insured status as broad as that contained in ISO Form
CG 20 10 11 85 or CG 20 10 04 13.
2. The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents, and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and coverage
shall be available to the Additional Insured.
3. Consultant’s insurance coverage shall be primary insurance with respect to the
City, its officers, officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, agents, and volunteers
shall be excess of the Consultant’s insurance and shall not contribute with it. The
Consultant shall establish primary and non-contributory status on the General Liability
policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that provides
primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04
13.
4. All policies of insurance shall contain, or be endorsed to contain, the following
provision: the Consultant and its insurer shall waive any right of subrogation against the
City, its officers, officials, employees, agents, and volunteers.
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5. 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 30 calendar days written notice by certified mail, return receipt requested, has bee n
given to the City. The Consultant is also responsible for providing written notice to the
City 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, the
Consultant shall furnish the City 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 the City, the Consultant 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.
6. Should any of the required policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by any defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated limits.
7. The fact that insurance is obtained by the Consultant shall not be deemed to
release or diminish the liability of the Consultant, including, without limitation, liability
under the indemnity provisions of this Agreement. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the Consultant. Approval
or purchase of any insurance contracts or policies shall in no way relieve from liability nor
limit the liability of the Consultant, its principals, officers, agents, employees, persons
under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-
consultants, subcontractors, or anyone employed directly or indirectly by any of them.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims -
made form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by the Consultant.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to
provide not less than a five-year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a retroactive date prior to the effective date of the Agreement or
the commencement of work by the Consultant, the Consultant must purchase “extended
reporting” coverage for a minimum of five (5) years completion of the Agreement work or
termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City for
review.
5. These requirements shall survive expiration or termination of the Agreement.
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VERIFICATION OF COVERAGE
the Consultant shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are
to be received and approved by the City’s Risk Manager or designee prior to City’s
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of City, the Consultant shall immediately furnish City 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.
SUBCONTRACTORS
If the Consultant subcontracts any or all of the services to be performed under this
Agreement, the Consultant shall require, at the discretion of the City Risk Manager or
designee, subcontractor(s) to enter into a separate side agreement with the City to
provide required indemnification and insurance protection. Any required side
agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by City Risk Manager or designee. If no side agreement is
required, the Consultant shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and the Consultant shall ensure that City, its
officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with the Consultant, and
City, prior to commencement of any work by the subcontractor.
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