HomeMy WebLinkAboutLicense Agreement between County and Outfront Media Billboard.pdf 1 LICENSE AGREEMENT
2 THIS LICENSE, made and entered into this day of A! 5 S'K , 2022, by and
3 between the COUNTY OF FRESNO, a political subdivision of the State of California, 333 W
4 Pontiac Way, Clovis, CA 93612, hereinafter referred to as "LICENSOR," and OUTFRONT
5 MEDIA LLC, a Delaware limited liability company, located at 405 Lexington Avenue, New
6 York, NY 10174, hereinafter referred to as "LICENSEE."
7 WITNESSETH:
8 WHEREAS, LICENSOR owns the property commonly known as the Public Works
9 Reedley Yard, located at 17626 Manning Ave, Reedley, CA 93654, APN 363-330-16T,
10 hereinafter referred to as "Premises;" and,
11 WHEREAS, LICENSOR and LICENSEE mutually desire to allow LICENSEE to use the
12 portion of the Premises to maintain and operate a previously-installed commercial billboard sign;
13 and,
14 WHEREAS, LICENSOR finds that LICENSEE'S use of Premises is in the public
15 interest, and the LICENSEE's use of the of the assigned location will not substantially conflict
16 or interfere with use of the Premises by the LICENSOR.
17 NOW, THEREFORE, in consideration of the mutual promises, covenants and
18 conditions hereinafter contained, such parties, and each of them, do agree as follows:
19 1. GRANT OF LICENSE - LICENSOR grants to LICENSEE this License to use the
20 portion of the Premises located between Rio Vista Avenue and Manning Avenue, as depicted
21 on Exhibit A, attached and incorporated by this reference, to maintain and operate the
22 previously installed commercial billboard sign.
23 2. TERM AND TERMINATION -The term of this License shall be for a period of five
24 (5) years, commencing on September 19, 2022, and terminating on September 18, 2027. This
25 License or any part thereof may be terminated by either LICENSOR or LICENSEE at any time
26 by giving the other party thirty (30) days prior written notice. Termination notice by LICENSOR
27 shall be signed by the Director of Internal Services/CIO.
28 3. LICENSE FEE - LICENSEE will pay annually in advance to the LICENSOR a
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1 License Fee in the amount of $3,145. Payment shall be made to County of Fresno, Real
2 Property Manager, 2220 Tulare Street, 8th Floor, Fresno, CA 93721-2120.
3 4. IMPROVEMENTS AND USE - LICENSEE agrees to comply with all applicable
4 laws, ordinances and regulations in connection with its use of the Premises. LICENSOR
5 makes no guarantee, representation, warranty, or guarantee that said Premises is safe or
6 suitable for LICENSEE'S intended use, or are in compliance with any or all applicable laws,
7 ordinances and regulations for said use. All improvements to the Premises shall be the
8 responsibility and at the expense of the LICENSEE. LICENSEE must obtain prior written
9 authorization LICENSOR to make any improvements. LICENSOR shall permit LICENSEE to
10 remove all improvements constructed by LICENSEE on the Premises with prior written
11 permission of LICENSOR, within thirty (30) days of expiration of this License, or service of
12 written notice of termination of this License by LICENSOR upon LICENSEE, whichever is
13 sooner; otherwise said improvements shall become the sole property of the LICENSOR.
14 5. MAINTENANCE OF LICENSED PREMISES - LICENSEE agrees not to commit,
15 suffer or permit any waste or nuisance on said Premises, and not to use or permit the use of
16 said Premises for any illegal or immoral purposes. LICENSEE further agrees to comply with
17 all State laws, local ordinances and other governmental regulations which may be required by
18 any governmental authorities. The LICENSEE shall permit, upon twenty-four (24) hour written
19 prior notice, the LICENSOR or its agents to enter said Premises at any reasonable time to
20 inspect same.
21 6. MODIFICATIONS —Any matters of this License maybe modified from time to time
22 by written consent of LICENSEE and LICENSOR.
23 7. ENFORCEMENT OF LICENSE AGREEMENT - If default shall be made in any of
24 the covenants or agreements on the part of the LICENSEE contained in this License,
25 LICENSOR may, at its option, at any time after such default or breach and without any
26 demand on or notice to LICENSEE or to any other person, of any kind whatsoever, re-enter
27 and take possession of said Premises and remove all persons or property therefrom.
28 LICENSOR may immediately suspend or terminate this Agreement in whole or in part,
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1 where in the determination of the LICENSOR there is:
2 1) An illegal or improper use of funds;
3 2) A failure to comply with any term of this Agreement;
4 3) Improperly performed service.
5 4) A failure to make payment as agreed.
6 8. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
7 assumed by LICENSEE under this Agreement, it is mutually understood and agreed that
8 LICENSEE, including any and all of the LICENSEE's officers, agents, and employees will at all
9 times be acting and performing as an independent contractor, and shall act in an independent
10 capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of
11 the LICENSOR. Furthermore, LICENSOR shall have no right to control or supervise or direct the
12 manner or method by which LICENSEE shall perform its work and function. However,
13 LICENSOR shall retain the right to administer this Agreement so as to verify that LICENSEE is
14 performing its obligations in accordance with the terms and conditions thereof.
15 LICENSOR and LICENSEE shall comply with all applicable provisions of law
16 and the rules and regulations, if any, of governmental authorities having jurisdiction over
17 matters the subject thereof.
18 Because of its status as an independent contractor, LICENSEE shall have
19 absolutely no right to employment rights and benefits available to LICENSOR's employees.
20 LICENSEE shall be solely liable and responsible for providing to, or on behalf of, its
21 employees all legally-required employee benefits. In addition, LICENSEE shall be solely
22 responsible and save LICENSOR harmless from all matters relating to payment of
23 LICENSEE's employees, including compliance with Social Security withholding and all other
24 regulations governing such matters. It is acknowledged that during the term of this Agreement,
25 LICENSEE may be providing services to others unrelated to the LICENSOR or to this
26 Agreement.
27 9. GOVERNING LAW- Venue for any action arising out of or relating to this License
28 shall only be in Fresno County, California. The rights and obligations of the parties and all
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1 interpretation and performance of this LICENSE shall be governed in all respects by the laws
2 of the State of California.
3 10. SUCCESSORS AND ASSIGNS - The parties hereby each bind themselves, their
4 respective successors and assigns with respect to all terms and conditions of this License.
5 The LICENSOR or LICENSEE shall not assign or transfer its rights or obligations under
6 License, or sub-license said Premises or any portion thereof, without the prior written consent
7 of the other party.
8 11. NOTICES
9 The persons and their addresses having authority to give and receive notices under this
10 License include the following:
11
County of Fresno OUTFRONT Media LLC
12 ATTN: Real Property Manager Real Estate Representative
333 W Pontiac Way 5678 E Shields Ave,
13 Clovis, CA 93612 Fresno, CA 93727
ISDBusinessOffice@ Arynn.ramage@outfront.com
14 fresnocountyca.gov
15 All notices between the LICENSOR and the LICENSEE provided for or permitted under this
16 License must be in writing and delivered either by personal service, by first-class United States
17 mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A
18 notice delivered by personal service is effective upon service to the recipient. A notice
19 delivered by first-class United States mail is effective three COUNTY business days after
20 deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
21 delivered by an overnight commercial courier service is effective one COUNTY business day
22 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
23
telephonic facsimile is effective when transmission to the recipient is completed (but, if such
24
transmission is completed outside of COUNTY business hours, then such delivery shall be
25
deemed to be effective at the next beginning of a COUNTY business day), provided that the
26
sender maintains a machine record of the completed transmission. For all claims arising out of
27
or related to this License, nothing in this section establishes, waives, or modifies any claims
28 presentation requirements or procedures provided by law, including but not limited to the
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1 Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with
2 section 810).
3
12. INDEMNITY — LICENSEE agrees to indemnify, save, hold harmless, and at
4
LICENSOR'S request, defend the LICENSOR, its officers, agents, and employees from any
5
and all costs and expenses (including attorney's fees and costs), penalties, fines, damages,
6 liabilities, claims, and losses occurring or resulting to LICENSOR in connection with the
7 performance, or failure to perform, by LICENSEE, its officers, agents, or employees under this
8 License, and from any and all costs and expenses (including attorney's fees and costs),
9 penalties, fines, damages, liabilities, claims, and losses occurring or resulting to any person,
10 firm, or corporation who may be injured or damaged by the performance, or failure to perform,
11 of LICENSEE, its officers, agents, or employees under this License.
12 The provisions of this Section 12 shall survive termination or expiration of this License.
13 13. INSURANCE - LICENSEE at its sole expense shall maintain in full force and
14 effect during the term of this Lease the following policies of insurance:
15 a. Commercial General liability insurance with limits of not less than Two Million
16 Dollars ($2,000,000) per occurrence and an annual aggregate of not less than Four Million
17 Dollars ($4,000,000). This policy shall be issued on an occurrence basis.
18 b. All-Risk or fire insurance and extended coverage on the Premises, and shall
19 add the LICENSOR as an additional loss payee thereon as its interests may appear.
20 c. LICENSEE shall maintain Worker's Compensation Insurance in compliance
21 with the provisions of the Labor Code of the State of California during the performance of the
22 operations contemplated herein and will continue to comply with said provisions of said code.
23 Such coverage shall not be changed unless LICENSOR has received not less than
24 thirty (30) days advance written notice.
25 LICENSOR shall maintain during the term of this Lease the following policies of
26 insurance:
27 a. Commercial General liability insurance with limits of not less than Two Million
28 Dollars ($2,000,000) per occurrence and an annual aggregate of not less than Four Million
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1 Dollars ($4,000,000). This policy shall be issued on an occurrence basis.
2 b. All-Risk property insurance covering the personal property of LESSOR.
3 LICENSOR shall maintain Worker's Compensation Insurance in compliance
4 with the provisions of the Labor Code of the State of California during the performance of the
5 operations contemplated herein and will continue to comply with said provisions of said code.
6 It is understood that LICENSOR may elect to provide all or a portion of such insurance
7 coverage through one or more programs of self-insurance.
8 14. POSSESSORY INTEREST SUBJECT TO TAXATION AND PROPERTY
9 INTEREST SUBJECT TO ASSESSMENT — The Parties acknowledge that Revenue &
10 Taxation Code § 107.6 provides, in relevant part, the following: '(a) The state or any local
11 public entity of government, when entering into a written contract with a private party whereby
12 a possessory interest subject to property taxation may be created, shall include, or cause to be
13 included, in that contract, a statement that the property interest may be subject to property
14 taxation if created, and that the party in whom the possessory interest is vested may be
15 subject to the payment of property taxes levied on the interest.' Accordingly, the Parties agree
16 that LICENSOR is a 'local public entity of government,' and that LICENSEE is a 'private party,'
17 respectively, within the meaning of California Revenue & Taxation Code § 107.6(a), and that
18 this License is a `contract,' which creates a possessory interest that is subject to property
19 taxation pursuant to California Revenue & Taxation Code § 107.6(a). In this regard, under this
20 License, LICENSEE acknowledges and agrees that (1) the property interest created by this
21 License is subject to property taxation, and (2) LICENSEE (i.e., the party in whom the
22 possessory interest is vested) shall, at its sole cost and expense, be subject to the direct
23 payment of property taxes levied on such interest, and shall directly pay any and all property
24 taxes levied on such interest, and any interest, penalties, or charges thereon for LICENSEE's
25 late payment of, or failure to pay such amounts when they are due and payable.
26 The Parties acknowledge that California Constitution, Article MID (also known as
27 Proposition 218), § 2 provides as follows: '(b) 'Assessment' means any levy or charge upon
28 real property by an agency for a special benefit conferred upon the real property. 'Assessment'
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1 includes, but is not limited to, 'special assessment,' 'benefit assessment,' 'maintenance
2 assessment' and 'special assessment tax[;...] (e) 'Fee' or 'charge' means any levy other than
3 an ad valorem tax, a special tax, or an assessment, imposed by an agency upon a parcel or
4 upon a person as an incident of property ownership, including a user fee or charge for a
5 property related service[; ... and] (g)' Property ownership' shall be deemed to include
6 tenancies of real property where tenants are directly liable to pay the assessment, fee, or
7 charge in question.' Accordingly, the Parties agree that this License creates and include a
8 tenancy of real property, which shall be deemed to be a 'property interest' subject to
9 assessments, or fees or charges under California Constitution, Article XIIID, § 2. In this
10 regard, under this License, LICENSEE acknowledges and agrees that (1) the tenancy of real
11 property created and included by this License is subject to assessments, and fees and
12 charges within the meaning of California Constitution, Article XIIID, § 2, and (2) LICENSEE
13 (i.e., the party in whom the tenancy of real property is vested) shall, at its sole cost and
14 expense, be subject to the direct payment of such assessments, and fees and charges levied
15 on such interest, and shall directly pay any and all such assessments, and fees and charges
16 levied on such interest, and any interest, penalties, or charges thereon for LICENSEE's late
17 payment of, or failure to pay such amounts when they are due and payable.
18 The provisions of this Section 14 shall survive the termination of this License.
19 15. AMENDMENT - This License may be amended in writing by the mutual consent of
20 the Parties without in any way affecting the remainder.
21 16. NON-ASSIGNMENT - Neither Party shall assign, transfer or sub-contract this
22 License, nor their rights or duties under this License, without the prior written consent of the
23 other Party.
24 17. RIGHT OF ENTRY - LICENSEE, or its representative(s), shall have the right to
25 enter the Premises at any time during business hours, with reasonable notice and at such
26 other times as LICENSOR deems appropriate, to make any alterations, repairs or
27 improvements to the Premises. The normal business of LICENSEE or its invitees shall not be
28 unnecessarily inconvenienced.
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1 18. ENTIRETY - This License merges and supersedes all prior negotiations,
2 representations, and contracts, and constitutes the entire agreement concerning LICENSOR'S
3 grant of a License to the Premises to LICENSEE and the consideration therefore.
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1 LICENSEE: LICENSOR:
OUTFRONT MEDIA LLC COUNTY OF FRESNO
2 �
By.- — --- By: 1"►
3 Robert W. Bash, Director of Internal
Services/Chief Information Officer
4
5
APPROVED AS TO LEGAL FORM:
6 Daniel C. Cederborg, County Counsel
7 By. ln� &kre---
8 Deputy
APPROVED AS TO ACCOUNTING FORM:
9 Oscar J. Garcia, CPA
Auditor-Controller/Treas rer-Tax Collector
10
11 Fund No.: 0001
Subclass: 10000
12 Org No.: 0415
Account No.: 3404
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Exhibit A
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A