HomeMy WebLinkAboutLicense Agreement Between the County and CSU Fresno Horse Boarding.pdfDocuSign Envelope ID: AD39FC3D-AA1F-4E2A-BB73-42DE106FBC62
LICENSE AGREEMENT BETWEEN THE COUNTY OF FRESNO
AND
AGRICULTURAL FOUNDATION OF CALIFORNIA STATE UNIVERSITY, FRESNO
(Boarding of Horses)
Preface
The County of Fresno ("County") and Agricultural Foundation of California State University, Fresno
("Ag Foundation") enter into this License Agreement ("Agreement") as of November I, 2021 ("Effective
Date") to allow horses owned by County to be boarded at facilities operated by Ag Foundation in
accordance with the terms and conditions contained herein.
Recitals
WHEREAS, Agricultural Foundation is a nonprofit public benefit corporation organized and operating as
an auxiliary organization to California State University, Fresno ("Fresno State") in accordance with
California Education Code Sections 89900, et seq., and Title V of the California Code of Regulations,
Sections 42400, et seq.; and
WHEREAS, acting in its role as an auxiliary organization to Fresno State, Ag Foundation entered into a
lease agreement with the Trustees of the California State University, effective July 1, 2017 ("Lease"),
whereby Ag Foundation leased certain real property and facilities located on the Fresno State campus for
the purpose of conducting its instructionally-related and research activities thereon; and
WHEREAS, a portion of the real property and facilities leased by Ag Foundation under the Lease
includes the Quarter Horse Unit Mare Motel, ("Site"); and
WHEREAS, the County Sheriffs Department utilizes horses in the performance of certain of its law
enforcement duties; and
WHEREAS, the County has inspected the Site and is satisfied that it is satisfactory in all respects for the
purposes stated in this Agreement; and
WHEREAS, the County is desirous to use the Site to board no more than four (4) of its horses at the Site
at any one time, and Ag Foundation is desirous of allowing County to use the Site for the purpose of
boarding County's horses, all in accordance with the terms and conditions contained herein;
NOW THEREFORE, in exchange for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
Terms and Conditions
1.The term of this Agreement ("Term") shall begin as of the Effective Date and shall continue for a
term not to exceed five years, unless terminated by either party in accordance with section 10 hereof.
2.The County agrees to board four (4) horses owned by County, and identified as County-owned patrol
geldings ("Horses"; each, a "Horse") at the Site, in exchange for which the County shall pay Ag
Foundation rent in the sum of Three Hundred Ten Dollars ($310.00) per month, per Horse, in
advance on or before the fifth calendar day of each month during the Term (which rent shall be
prorated based on a thirty (30) day month for any partial month hereunder). In no event shall
compensation paid by County to Ag Foundation exceed seventy-four thousand, four hundred dollars
($74,400) over the total five-year term of this Agreement. Included within said rent is:
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A.Up to four ( 4) flakes of alfalfa or grass hay per Horse per day;
B.The cost to Agricultural Foundation of one part-time student employee who is dedicated to
caring for the Horses at the Site (to potentially include additional feeding, cleaning pens, turnout,
training, grooming, treatment, etc.) not to exceed 5 hours per horse per month;
C.A parking space for two (2) County horse trailers, at a location to be determined by Agricultural
Foundation; and
D. A parking space for one (1) twenty-foot (20') County-leased or owned Sea Train container, in
which County may store its tack and equipment for the Horses.
3.Any one or more of the Horses may be replaced with another of County's horses, provided that Ag
Foundation agrees to any such replacement in its sole discretion, and further provided that no more
than four (4) of County's Horses shall reside at the Site at any one time. This Agreement may be
terminated as to one or more of the Horses individually, and any such termination shall not affect this
Agreement as to the remaining Horses.
4.County will have access to its Horses at dates and times that it shall need for its law enforcement
duties. Prior to removing or returning a Horse from or to the Site, a representative of County shall,
to the extent practicable, contact the Manager of the Site via cell phone at least two (2) hours in
advance in order to inform the Manager of the Site of such removal or return. The intent of the
parties is to keep in close communication regarding removal and returns of the Horses so that Ag
Foundation is apprised in advance of such need by County to access the Site for the Horses.
5.In any situation in which the Ag Foundation or Fresno State desires to have the County's horse
trailers and/or Sea Train container moved or removed from the Fresno State campus for the needs or
convenience of the programmatic interests or activities of the Ag Foundation or of Fresno State,
County shall move or remove such trailers or Sea Train container within seventy-two (72) hours of
receiving notice from the Ag Foundation. If County shall fail to move or remove its horse trailers or
Sea Train container as instructed by Ag Foundation within said seventy-two (72) hour time frame,
then Ag Foundation may move them to a location determined by Ag Foundation in its sole discretion
(which may include a commercial mini-storage facility), and County shall reimburse Ag Foundation
for all costs and expenses thereby incurred by Ag Foundation within ten (I 0) days of Ag
Foundation's demand for repayment for such costs and expenses.
6.The County warrants and represents that it has received a copy of the "Policies for Boarding Horses
on Campus" and agrees to fully comply with such policies in all respects.
7.Ag Foundation shall not provide veterinary care or health maintenance to the Horses. Ag Foundation
shall not provide maintenance or repair services for the County's horse trailers or Sea Train
Container or its contents (collectively, the trailers and container are hereinafter referred to as the
"Equipment"). The County accepts all responsibility for the health care and management of the
Horses, as well as all risk of loss of, and risk of damage or injury to, the Horses and the Equipment,
by any cause whatsoever. Accordingly, and to the fullest extent possible, County agrees to hold
harmless the Agricultural Foundation; the State of California; the Trustees of the California State
University; California State University, Fresno; and all of said entities' employees, agents, directors,
officers, representatives and volunteers, from and against any and all such claims of loss of, and/or
damage or injury to the Horses and/or the Equipment. The provisions of this section 7 shall survive
any termination or expiration of this Agreement.
8.County agrees to indemnify, defend and hold harmless the Agricultural Foundation; the State of
California; the Trustees of the California State University; California State University, Fresno; and
all of said entities' employees, agents, directors, officers, representatives and volunteers (collectively
"Indemnitees"), from and against any and all costs, expenses, liabilities, suits, penalties, taxesPage 2 of 4 D-21-436
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(including but not limited to possessory interest taxes 1 ) claims, allegations, and/or losses directly or
indirectly caused by, the Horses, or the Equipment, or their presence on the Fresno State campus
during the Tenn. This excludes costs, expenses, liabilities, suits, penalties, taxes (including but not
limited to possessory interest taxes2) claims, allegations, and/or losses to the extent caused by the
negligence or willful misconduct of the Indemnitees. The provisions of this section 8 shall survive
any termination or expiration of this Agreement.
9.The County shall ensure that its general liability insurance policy is written on an "occurrence" basis,
maintains coverage in an amount of no less than One Million Dollars ($1,000,000) per occurrence,
and is endorsed to name as additional insureds the individuals and entities defined as Indemnitees in
section 8. The County shall insure that its general liability insurance policy, as well as its
casualty/property insurance policy, are endorsed to waive subrogation for the benefit of the
individuals and entities defined as Indemnitees in section 8. Promptly upon complete execution of
this Agreement, and prior to each renewal of the County's insurance policies referenced in this
section 9, the County shall provide Ag Foundation a certificate of insurance, complete with the
endorsements required by this section 9.
I 0. Either party may terminate this Agreement for convenience, and at no cost, expense, or liability to
the terminating party, by providing the other party written notice, no less than thirty (30) days in
advance of the intended termination date. Notwithstanding the foregoing, Ag Foundation may
terminate this Agreement in whole or in part, immediately upon notice to the County as a result of
emergency.
Non-Allocation of Funds The terms of this Agreement, and the services to be provided hereunder,
are contingent on the approval of funds by the appropriating government agency. Should sufficient
funds not be allocated, the services provided may be modified, or this Agreement terminated, at any
time by giving the other party thirty (30) days advance written notice.
A termination of this Agreement shall not affect any obligation or liability that accrued during the
term of this Agreement.
11.The persons and their addresses having authority to give and receive notices under this Agreement
include the following:
If to the County:
Fresno County Sheriffs Office
Attention: Lieutenant
Address: 2200 Fresno St.
Fresno, CA 93721
Ifto the Ag Foundation:
Agricultural Foundation
Attention: Quarter Horse Unit Manager
2415 E. San Ramon
Fresno, CA 93740-8033
All notices between the County and Ag Foundation provided for or permitted under this Agreement
must be in writing and delivered either by personal service, by first-class United States mail, by an
overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered
by personal service is effective upon service to the recipient. A notice delivered by first-class United
States mail is effective three County business days after deposit in the United States mail, postage
prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service is
effective one County business day after deposit with the overnight commercial courier service,
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the
recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient
is completed (but, if such transmission is completed outside of County business hours, then such 1 The Site is located on real property owned by the State of California and leased to Ag Foundation.2 The Site is located on real property owned by the State of California and leased to Ag Foundation.Page 3 of4 D-21-436
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delivery shall be deemed to be effective at the next beginning of a County business day), provided
that the sender maintains a machine record of the completed transmission. For all claims arising out
of or related to this Agreement, nothing in this section establishes, waives, or modifies any claims
presentation requirements or procedures provided by law, including but not limited to the
Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section
810).
12.This Agreement and any and all documents/materials/instruments referenced/incorporated herein
shall constitute the entire agreement between the parties on the subject matter hereof. This
Agreement supersedes all prior understandings or agreements, oral, parol, or otherwise. No such
understanding or agreement not incorporated herein shall be binding upon the parties. In any action
or proceeding brought by a party hereto, seeking to enforce rights or obligations hereunder, the
prevailing party in such action or proceeding shall be entitled to reasonable attorney fees and costs
(including attorneys' fees recoverable as costs), incurred therein in addition to any other relief to
which such party may be entitled.
13.County and the officers, agents and employees of County are not, and shall not be deemed, Ag
Foundation employees for any purpose, including workers' compensation and employee benefits.
Neither party to this Agreement shall represent itself to others as an agent, partner, representative, or
co-venturer of the other party, and neither party shall have the authority to enter into agreements or
incur liabilities or obligations on behalf of the other.
14.AUDITS AND INSPECTIONS: Ag Foundation shall at any time during business hours, and as
often as the County may deem necessary, make available to the County for examination all of its
records and data with respect to the matters covered by this Agreement. The Ag Foundation shall,
upon request by the County, permit the County to audit and inspect all of such records and data
necessary to ensure Ag Foundation's compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), Ag Foundation shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
15.Each paity hereto warrants and represents to the other that it has the authority to enter into this
Agreement, and that the individual(s) signing for it is (are) duly authorized to execute this
Agreement on its behalf.
The parties agree to the foregoing terms and conditions.
County of Fresno Agricultural Foundation of California State
University, Fresno
DocuSigned by:
ra1NP.FAfti�hian-Astone, Executive Director
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