HomeMy WebLinkAbout29753LA-034
University Faculty Associates
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01800.00000 05002355.000
COUNTY OF FRESNO
Fresno, California 1
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (hereinafter “LICENSE” or “Agreement” or
“AGREEMENT”) is made and entered into this 1st day of May, 2018, by and between the
COUNTY OF FRESNO, a political subdivision of the State of California, 333 Pontiac Way,
Clovis, CA 93612, (hereinafter “LICENSOR” or ‘County” or “COUNTY”), and UNIVERSITY
FACULTY ASSOCIATES, INC. (UFA), a non-profit California corporation, whose address is
2625 East Divisadero Street, California, 93721 (hereinafter “LICENSEE”). LICENSOR and
LICENSEE are each a “Party” to this LICENSE, and LICENSOR and LICENSEE together are
the “Parties” to this LICENSE.
W I T N E S S E T H:
WHEREAS, LICENSOR owns certain parcels of real property (collectively, the
“Premises”) where, among other uses by LICENSOR, psychiatric services are provided
(collectively, the “Service Locations”) as indicated in Exhibit “A” attached hereto and
incorporated herein by reference ; and
WHEREAS, LICENSEE is an affiliate of Central California Faculty Medical Group, Inc.
(“CCFMG”) and CCFMG is the “CONTRACTOR” as defined in that certain psychiatric services
agreement with LICENSOR (the “Psychiatric Agreement”); and
WHEREAS, LICENSOR and LICENSEE mutually desire to allow LICENSEE to use
work space, office space and clinical facilities at the Service Locations (hereinafter “Office
Space") for use by licensed psychiatrists being provided by CCFMG pursuant to the terms and
conditions of the Psychiatric Agreement; and
WHEREAS, LICENSEE represents it is a duly incorporated and active California
nonprofit public benefit corporation granted 501(c)(3) status under the Internal Revenue Code;
and
WHEREAS, LICENSOR finds pursuant to Government Code section 26227 that the
psychiatric services provided by CCFMG through LICENSEE’s general office use of Premises
under this Agreement are necessary mental health services/programs that will meet the health
needs of Fresno County and are in the public interest, that LICENSEE’s use of the property
Agreement No. 18-235
LA-034
University Faculty Associates
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COUNTY OF FRESNO
Fresno, California 2
will not substantially conflict or interfere with LICENSOR’s or other tenants’ use of the
Premises and that the Premises will not be needed for LICENSOR’s purposes during the term
of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter contained, such Parties, and each of them, do agree as follows:
1.GRANT OF LICENSE - LICENSOR grants to the LICENSEE a non-exclusive
license to use the Office Space. LICENSEE shall have access to the Office Space through the
main entry of the Premises and use the Office Space during the Premises’ normal business
hours, 8:00 a.m. to 5:00 p.m. daily, for approximately forty (40) total hours per week.
2.TERM AND TERMINATION - This LICENSE shall become effective on
the 1st day of May, 2018 and shall terminate on the 30th day of June, 2021. This Agreement
may be extended for two (2) additional twelve (12) month periods upon the written approval of
both parties not later than sixty (60) days prior to the close of the then current Agreement term.
The COUNTY’s Department of Behavioral Health (DBH) Director or designee is authorized to
execute such written approval on behalf of COUNTY based on CONTRACTOR’s satisfactory
performance.
Termination.
This LICENSE or any part thereof may be terminated without cause by
LICENSOR at any time by giving LICENSEE sixty (60) days prior written notice. The
termination notice by LICENSOR shall be signed by the County Administrative Officer or
designee.
LICENSEE may terminate this LICENSE or any part thereof upon providing
LICENSOR sixty (60) days advance written notice of intent to terminate, transmitted by
LICENSEE to LICENSOR by Certified or Registered U.S. Mail, Return Receipt Requested,
addressed to the office of COUNTY as follows:
Director (or designee)
Department of Behavioral Health
3133 N. Millbrook Ave.
Fresno, CA 93703
Non-Allocation of Funds.
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COUNTY OF FRESNO
Fresno, California 3
The terms of this Agreement, and the license granted thereunder, are
contingent on the approval of funds by the appropriating government agency. Should
sufficient funds not be allocated, the license granted may be modified, or this Agreement
terminated at any time by giving LICENSEE thirty (30) days advance written notice.
Breach of Contract.
COUNTY may immediately suspend or terminate this Agreement in whole or in
part, where in the determination of COUNTY there is:
1)An illegal or improper use of funds by CCFMG under the Psychiatric
Agreement;
2)A failure to comply with any term of this Agreement by LICENSEE;
3)Improperly performed services by CCFMG under the Psychiatric
Agreement.
3.CONSIDERATION – There is no monetary fee paid by LICENSEE for the Office
Space occupied by LICENSEE. Both Parties to this LICENSE benefit from this LICENSE;
LICENSEE, through CCFMG, obtains the opportunity to provide psychiatric services to patrons
of LICENSOR and the general public. Such consideration, in addition to the mutual promises
and covenants made herein by the Parties, is deemed by the Parties to be sufficient.
4.UTILITIES - LICENSOR shall pay the cost of all utilities and all necessary
telephone service CCFMG needs to perform under the Psychiatric Agreement.
5.USE – LICENSEE shall use the Office Space to provide psychiatric services,
through CCFMG, in support of LICENSOR’s operations. LICENSEE agrees to not commit,
suffer or permit any waste or nuisance on the Premises, and agrees to not use the Premises
for any illegal or immoral purposes. LICENSEE further agrees to comply with all State laws,
local ordinances and other governmental regulations applicable to LICENSEE’s use of the
Premises. LICENSOR warrants that said Premises are safe or suitable for LICENSEE’s
intended use and said Premises are in compliance with any or all applicable laws, ordinances
and regulations for said use. All improvements to the Office Space by LICENSEE must be
authorized by the LICENSOR, and shall be at the sole expense of the LICENSEE, unless
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otherwise agreed to by the Parties.
LICENSEE shall be provided, and shall utilize, approximately one hundred twenty
(120) square feet of Office Space in each Service Location per psychiatrist assigned to such
Service Location. Changes to the aforementioned square footage for each designated office
space may be made upon the sole determination by and written approval of LICENSOR’s
Director of Internal Services, or designee. LICENSEE will be notified of any changes thirty
(30)days prior to the effective date of the change.
6.MAINTENANCE OF LICENSED PREMISES - LICENSOR shall be responsible
for the structural condition of the Premises and for all exterior and interior maintenance,
including but not limited to the air conditioning, heating, roof, painting, landscaping and parking
lot. LICENSOR covenants that the Premises shall be maintained in substantially the same
condition as that existing at the commencement of this LICENSE.
LICENSOR shall be responsible for all janitorial services, including paper supplies.
7.ENFORCEMENT OF LICENSE AGREEMENT - If default shall be made by
LICENSEE in any of the covenants or agreements contained in this LICENSE, LICENSOR
may, at its sole option, at any time after such default or breach and without any demand on or
notice to LICENSEE or to any other person, of any kind whatsoever, re-enter and take
possession of said premises and remove all persons or property therefrom, and LICENSEE
waives any legal remedy to defeat LICENSOR's rig hts and possessions hereunder. However,
nothing contained herein shall prevent LICENSOR from seeking any other legal or equitable
remedies in a court of law which arise from such breach or default.
8.NOTICES - All notices to be given under this LICENSE by either Party to the
other Party shall be in writing, and given by any one of the following methods:
(i)Personal service;
(ii)Sent by Certified or Registered United States Mail with return receipt
requested, or first class postage prepaid, with return receipt requested, to the applicable
addresses as set forth below, in which case such notice shall be deemed given three (3)
business days if LICENSOR is the recipient, or three (3) business days if LICENSEE is the
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COUNTY OF FRESNO
Fresno, California 5
recipient, after such deposit and postmark with the United States Postal Service;
(iii)Sent by a reputable overnight commercial courier, in which case such
notice shall be deemed given one (1) business day if LICENSOR is the recipient, or one (1)
business day if LICENSEE is the recipient, after such deposit with that courier to the
applicable addresses as set forth below; or
The addresses and telephone numbers of the Parties for purposes of giving receiving
notices under this LICENSEE are as follows:
LICENSOR: LICENSEE:
County of Fresno University Faculty Associates, Inc.
Robert W. Bash Attn: President & CEO
Director of Internal Services /CIO 2625 E. Divisadero St.
333 W. Pontiac Way Fresno, CA 93721
Clovis, CA 93612
Provided however, such notices may be given to such person or at such other place as
either of the Parties may from time to time designate by giving written notice to the other Party,
and provided further however, in any event notices of changes of address, facsimile numbers,
or termination of this LICENSE shall not be effective until actual delivery of such notice.
Notices given hereunder shall not be amendments or modifications to this LICENSE.
9.HOLD HARMLESS - LICENSEE agrees to indemnify, save, hold harmless, and at
LICENSOR'S request, defend LICENSOR, its officers, agents, and employees from any and
all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to
LICENSOR in connection with or by LICENSEE’s or its officers’, agents’, or employees’
negligent use of the Office Space under this LICENSE, and from any and all costs and
expenses, (including without limitation costs and fees of litigation), including attorney fees and
court costs, damages, liabilities, claims, and loses occurring or resulting to any person, firm, or
corporation who may be injured or damaged by LICENSEE’s or its officers’, agents’, or
employees’ negligent use of the Office Space under this LICENSE. Expiration or termination
of this Agreement shall not terminate any of LICENSEE’s obligations under this Section 9,
HOLD HARMLESS, herein.
The parties acknowledge that as between LICENSOR and LICENSEE, each is
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responsible for the negligence of its own employees and invitees.
10.INSURANCE – Without limiting the COUNTY’S right to obtain indemnification from
LICENSEE or any third parties, LICENSEE, at its sole expense, shall maintain in full force and
effect, the following insurance policies, throughout the term of this LICENSE:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Five Million Dollars ($5,000,000). This policy shall be issued on a per
occurrence basis. COUNTY may require specific coverage including
completed operations, product liability, contractual liability, Explosion,
Collapse, and Underground (XCU), fire legal liability or any other liability
insurance deemed necessary because of the nature of the Agreement.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily
injury of not less than Five Hundred Thousand Dollars ($500,000) per
person and with limit no less than One Million Dollars ($1,000,000) per
accident for bodily injury and property damage. Insurance Services
Office Form Number CA 0001 covering, Code 1 (any auto), or if
Consultant has no owned autos, Code 8 (hired) and 9 (non-owned).
C.Real and Property Insurance
CONTRACTOR shall maintain a policy of insurance for all risk personal
property coverage which shall be endorsed naming the County of
Fresno as an additional loss payee. The personal property coverage
shall be in an amount that will cover the total of the COUNTY purchase
and owned property.
All Risk Property Insurance
CONTRACTOR will provide property coverage for the full replacement
value of the COUNTY’S personal property in possession of
CONTRACTOR and/or used in the execution of this Agreement.
COUNTY will be identified on an appropriate certificate of insurance as
the certificate holder and will be named as an Additional Loss Payee on
the Property Insurance Policy.
D.Professional Liability
Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000)
annual aggregate. CONTRACTOR agrees that it shall maintain, at its
sole expense, in full force and effect for a period of three (3) years
following the termination of this Agreement, one or more policies of
professional liability insurance with limits of coverage as specified
herein.
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Fresno, California
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E. Child Abuse/Molestation and Social Services Coverage
CONTRACTOR shall have either separate policies or an umbrella policy
with endorsements covering Child Abuse/Molestation and Social
Services Liability coverage or have a specific endorsement on their
General Commercial liability policy covering Child Abuse/Molestation
and Social Services Liability. The policy limits for these policies shall be
One Million Dollars ($1,000,000) per occurrence with a Two Million
Dollars ($2,000,000) annual aggregate. The policies are to be on a per
occurrence basis.
F. Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
LICENSEE shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno (hereinafter “County”), its officers, agents, and employees,
individually and collectively, as additional insured, but only insofar as the operations under this
AGREEMENT are concerned. Such coverage for additional insured shall apply as primary
insurance and any other insurance, or self-insurance, maintained by, County, its officers,
agents, and employees shall be excess only and not contributing with insurance provided
under LICENSEE’s policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to County.
Within (30) days from date LICENSEE executes this LICENSE, LICENSEE shall
provide certificates of insurance and endorsement as stated above for all of the foregoing
policies, as required herein, to the County of Fresno, Attn: ISD Lease Services (LA-034), 333
Pontiac Way, Clovis, CA 93612, stating that such insurance coverages have been obtained
and are in full force; that the County, its officers, agents and employees will not be responsible
for any premiums on the policies; that such Commercial General Liability insurance names the
County, its officers, agents, and employees, individually and collectively, as additional insured,
but only insofar as the operations under this LICENSE are concerned; that such coverage for
additional insured shall apply as primary insurance and any other insurance, or self- insurance
shall not be cancelled or changed without a minimum of thirty (30) days advance, written
notice given to County.
In the event LICENSEE fails to keep in effect at all times insurance coverage as herein
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COUNTY OF FRESNO
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provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate
this LICENSE upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be purchased from companies possessing a current
A.M Best Company rating of A FSC VII or better.
11.INDEPENDENT CONTRACTOR - In performance of the work, duties and
obligations assumed by LICENSEE under this LICENSE, it is mutually understood and agreed
that LICENSEE, including any and all of the LICENSEE'S officers, agents, and employees will
at all times be acting and performing as an independent contractor, and shall act in an
independent capacity and not as an officer, agent, servant, employee, joint venturer, partner,
or associate of the LICENSOR. Furthermore, LICENSOR shall have no right to control or
supervise or direct the manner or method by which LICENSEE shall perform its work and
function. However, LICENSOR shall retain the right to administer this LICENSE so as to verify
that LICENSEE is performing its obligations in accordance with the terms and conditions of the
LICENSE.
LICENSOR and LICENSEE shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters the
subject thereof.
Because of its status as an independent contractor, LICENSEE shall have absolutely
no right to employment rights and benefits available to LICENSOR'S employees. LICENSEE
shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-
required employee benefits. In addition, LICENSEE shall be solely responsible and save
LICENSOR harmless from all matters relating to payment of LICENSEE'S employees,
including compliance with Social Security withholding and all other regulations governing such
matters. It is acknowledged that during the term of this LICENSE, LICENSEE may be
providing services to others unrelated to the LICENSOR or to this LICENSE.
12.SURRENDER OF POSSESSION - Upon the expiration or termination of this
LICENSE, LICENSEE will surrender Premises to LESSOR in such condition as existing at the
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COUNTY OF FRESNO
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commencement of this LICENSE less reasonable wear and tear and less the effects of any
breach of LICENSOR'S covenant to maintain. LICENSEE will not be responsible for any
damage which LICENSEE was not obligated hereunder to repair.
13.FIXTURES - LICENSOR agrees that any equipment, fixtures or apparatus
installed in or on the Office Space by LICENSEE shall continue to be the property of
LICENSEE and may be removed by LICENSEE at any time. LICENSEE shall repair any
damage caused by the removal of fixtures. Any fixtures not removed when LICENSEE
surrenders possession shall become the property of the LICENSOR.
14.RIGHT OF ENTRY - LICENSOR, or its representative(s), shall have the right to
enter the Office Space at any time without advance notice to LICENSEE during business
hours, or at such other time as LICENSOR deems appropriate, to inspect the premises or to
make any alterations, repairs or improvements to the Office Space. The normal business of
LICENSEE or its invitees shall not be unnecessarily inconvenienced.
15.AMENDMENT - This LICENSE may be amended in writing by the mutual consent
of the Parties without in any way affecting the remainder.
16.NON-ASSIGNMENT - LICENSEE shall not assign, transfer or sub-license this
LICENSE nor its rights or duties under this LICENSE without the prior written consent of the
LICENSOR, which consent will not be unreasonably denied.
17.GOVERNING LAW - Venue for any action arising out of or relating to this
LICENSEE shall be in Fresno County, California. This LICENSE shall be governed by the
laws of the State of California.
18.ENTIRE LICENSE - This License constitutes the entire LICENSE between the
LICENSOR and LICENSEE with respect to the subject matter hereof and supersedes all prior
LICENSES, negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly referenced in this LICENSE.
This LICENSE shall be binding on and inure to the benefit of LICENSOR'S heirs,
successors and assigns.
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COUNTY OF FRESNO
Fresno, ce11ron11a
LA-034
University Faculty Associates
IN WITNESS WHEREOF, the parties hereto have executed this LICENSE as of the
day and year first hereinabove written.
LICENSEE
UNIVERSITY FACULTY AS7~~•~ By:cr~C~,
PrintName: J91~ ~th. /<-e.."2"'l~
Title: ~ ·----=~---------
President or Vice President
PrintName:JS\£e helJs-/fee11te,,
f
Title: MD
Chief Executive Officer, or
Any Assistant Secretary, or
Chief Financial Officer, or
Any Assistant Treasurer
Fund/Subclass: 0001/10000
Organization: 5630
AccounUProgram: 7295/0
01800.00000 05002355.000
10
COUNTY OF FRESNO
ATTEST:
Bernice E. Seidel,
Clerk of the Board of Supervisors
County of Fresno, State of California
By: (A,.J\o
1
1 f •~
Deputy
Date: 5'\\\W\1b
I
Exhibit A
Page 1 of 1
ADULT MENTAL HEALTH PSYCHIATRIC SERVICES
(County-Operated Clinics)
SERVICE LOCATIONS:
Facility Name: Metro Outpatient Clinic Facility Name: Sierra Building
Street Address: 4441 E. Kings Canyon Rd Street Address: 1925 E. Dakota Ave
City and Zip code: Fresno, CA 93702 City and Zip code: Fresno, CA 93726
Facility Name: Senior Resource Center Facility Name: West Fresno Regional Center
Street Address: 2025 E. Dakota Ave Street Address: 188 E. California Ave
City and Zip code: Fresno, CA 93726 City and Zip code: Fresno, CA 93706
The above service locations are COUNTY’s current service locations, and the COUNTY, over the
duration of this Agreement, may add or change service locations.
CHILD AND ADOLESCENT PSYCHIATRIC SERVICES
(County-Operated Clinic)
SERVICE LOCATION(S):
Facility Name: Heritage Center
Street Address: 3133 N. Millbrook Ave
City and Zip Code: Fresno, CA 93703
The above service location is COUNTY’s current service location, and the COUNTY, over the
duration of this Agreement, may add or change service locations.