Loading...
HomeMy WebLinkAboutL-359 DA-DoubleTree fully executed.pdf L-359 Doubletred-)8620400 DOUBLETREE �Y 1:It I.S N 0 CONV EN'.1 I()N CI.\'11%.It 2233 Ventura Street—Fresno, CA—93721 —(559)268-1000 Parking Garage Agreement This Lease agreement("Lease") is entered into this 30 day of !WtVh 2022,by and between COUNTY OF FRESNO,a political subdivision of the state of California("County")and Uniwell Fresno Hotel,LLC(dba) Doubletree by Hilton Fresno Convention Center("Doubletree"). County and Doubletree may, hereinafter,be referred to collectively as"parties"or individually as"party". This Lease does not create a bailment between parties. 1. Leased Premises.Doubletree hereby leases to County a portion of the enclosed parking lot located in the parking garage located at 725 M Street,Fresno, CA 93721,consisting of 45 stalls for use by the County's Office of the District Attorney,and its County-issued vehicles. Doubletree represents to County that Doubletree owns the Premises. 2. Term. The term of the Lease shall commence on December 1, 2022 and terminate on November 30, 2027, unless terminated sooner according to the terms and conditions hereof. 3. Rent. County shall pay rent to Doubletree according to the following schedule; Permit Dates Quantity Annual Rent Total Amount Year 1 12/22-11/23 45 $600.00 $27,000.00 Year 2 12/23-11/24 45 $600.00 $27,000.00 Year 3 12/24-11/25 45 $600.00 $27,000.00 Year4 12/25-11/26 45 $600.00 $27,000.00 Year 5 12/26-11/27 45 $600.00 $27,000.00 Total Amount $135,000.00 Payment: A payment in the amount of$27,000.00 per fiscal year or$6,750.00 per quarter. Payment shall be made to the Doubletree by Hilton Fresno Convention Center.The initial annual or quarterly payment will be due prior to parking passes being issued. 4. Hours of Use.During the hours of 6 a.m.to 6 p.m.,Monday through Friday,Doubletree LLC will permit the County's District Attorney's Office to utilize the Parking Spaces for parking of its County- issue vehicles.During Holidays, weekends, and evenings the parking lot is available for parking for anyone's use. 5. Parking Pass. Entry and parking shall be pursuant to parking passes, issued by Doubletree to the District Attorney's Office. A parking pass will be displayed in each vehicle. Vehicles may be parked in any open parking spot in the covered area of the parking garage referenced in Section 1. 6. Security. The Parking Garage is an unsecured garage. Doubletree is not responsible in any way for theft or damages to any vehicles or other personal property of the users of the garage. It is each County employee's responsibility to keep his or her vehicle locked at all times.Nothing of value should be left in the car, Doubletree shall not be held responsible for any theft,fire,damage to or loss of vehicle or any article left therein. 7. Utilities. Doubletree shall pay the metered costs for utility services. 8. Maintenance. Doubletree shall be responsible for all maintenance of the Premises, including but not limited to, lighting, parking lot striping,and the parking lot structure and surfaces. In the event that a portion or all of the parking stalls on the premises are unusable by County due to scheduled or unscheduled maintenance by Doubletree,then Doubletree shall provide to County a number of alternative parking stalls in the covered garage equal to the amount of parking stalls that are unusable by County, for the entire duration of the maintenance. 9. Compliance with Laws. As to the Premises,Doubletree acknowledges public funds are used for payments made by County under this Lease.Accordingly,if any work is undertaken at the Premises by or on behalf of Doubletree, it may be deemed a"public works"project,and Doubletree shall comply with,and shall ensure compliance by all contractors and subcontractors with,all applicable laws and regulations, including the payment of prevailing wages pursuant to Section 1770 et. seq.of the Labor Code. 10. Independent contractor. The relationship between Doubletree and County shall always and only be that of a landlord-tenant with respect to the Premises. It is mutually understood and agreed between the parties,including any and all of their respective officers,agents,and employees will at all times be acting and performing in an independent capacity and not as an officer,agent,servant,employee,joint venturer,partner,or associate of the other party. 11. Breach of Obligation to Maintain. In the event Doubletree breaches its obligation to maintain the Premises as herein provided, County may give written notice to Doubletree within fifteen(15)days of the discovery of such breach. Doubletree shall then have thirty(30)days from the date of notice to cure its breach, provided,however,that if the item of maintenance is of such a nature that it requires more than thirty(30)days to complete,then Doubletree shall so inform the County, and Doubletree shall have such additional time as is necessary to complete such maintenance as long as Doubletree commences work on such maintenance within said thirty(30) day period,and diligently prosecutes such maintenance to completion and in any event not later than a total of ninety(90)days. Subject to the foregoing, if the period for cure expires and if, in County's sole determination, Doubletree has failed to cure,then County may,at its election terminate this Lease upon thirty(30)days written notice to Doubletree. In such case,County have the right to demand Doubletree refund any monies which were paid to Doubletree pursuant to the Lease,but which were not earned by Doubletree by consequence of its breach. Upon receipt of such demand,Doubletree shall promptly refund all such monies. 12, Non-Funding Termination—This Lease is contingent on the allocation of funds by a governmental agency. Should funds not be allocated,this Lease may be terminated by the Board of Supervisors of the County of Fresno without penalty by giving at least thirty(30)days' prior written notice to Doubletree. In the case of the County,the County Administrative Officer, Sheriff,or the Director of Internal Services/Chief Information Officer,or one of their respective designee(s),shall have the power to provide any notice of termination,on at least sixty(60)days' notice to Doubletree. 13. Hold Harmless. a) Doubletree agrees to indemnify,save,hold harmless,and at County's request defend tine County, its officers,agents,and employees from any and all costs and expenses(including attorney's fees and costs),damages,liabilities,claims,and losses occurring or resulting to County in connection with the performance,or failure to perform, by Doubletree,its officers, agents,or employees under this Lease,and from any and all costs and expenses(including attorney's fees and costs),damages, liabilities,claims,and losses occurring or resulting to any person,firm, or corporation who may be injured or damaged by the performance,or failure to perform of Doubletree,its officers,agents,or employees under the Lease.This Lease is made upon the expressed condition that County is to be free of all liability,damages or injury arising from structural failures of the Leased Premises that are Doubletree's responsibility to maintain, including but not limited to,parking Iot,parking lot lighting,and common areas, unless caused by the negligence or willful misconduct of County, its officers,agents,employees or invitees. b) Except for claims or damages arising from Doubletree's negligence or misconduct, County shall indemnify and hold harmless Doubletree,and its employees,agents,successors and assigns ("Doubletree Parties"),from any and all claims arising from any breach or default in the performance of any obligation on County's part to be perforrned under the terms of this Lease,or arising from any act, neglect, fault or omission of County,or of its officers,agents,employees,representatives,customers,invitees or contractors. The parties acknowledge that as between Doubletree and County,each is responsible for the negligence of its own employees and invitees. The provisions of this Section 13 shall survive termination of this Lease. 14, Insurance. Doubletree shall,at its sole expense,maintain in full force and effect during the term of this LEASE the following policies of insurance: A. Commercial General Liability insurance with limits of not less than Two Million Dollars ($2,000,000)per occurrence and an annual aggregate limit of not less than Four Million Dollars($4,000,000).This policy shall be issued on an occurrence basis annually renewing, following form,and be primary to all other collectible insurance;and B. Property Insurance—Against all risk to property,at full replacement cost with co coinsurance penalty provision. C. Worker's Compensation—A policy of Worker's Compensation insurance as may be required by the California Labor Code. Within thirty(30)days of the execution of this Lease,Doubletree shall provide County with certificates of insurance with proper endorsements naming County as the additional insured. The policy is to be written by an admitted insurer licensed to do business in California and with an A.M. Best rating of A FSC VII or better. Excess or Umbrella coverage may be insured by non-admitted insurers but still be A.M. Best FSC VII or better. County shall maintain during the term of this Lease the following policies of insurance,which coverages may be provided in whole or in part through one or more programs of self-insurance: A. Commercial General liability insurance with limits of not less than Two Million Dollars ($2,000,000)per occurrence and an annual aggregate of not less than Four Million Dollars($4,000,000). This policy shall be issued on an occurrence basis. B. All-Risk property insurance covering the personal property of County in the amount of the full replacement cost thereof. C. Workers' Compensation in amounts required by the California Labor Code. 15. Surrender of Possession. Upon the expiration or termination of this Lease,County will surrender Premises to Doubletree in such condition as existing at the commencement of this Lease, less reasonable wear and tear,and less the effects of any breach of Doubletree's covenant to maintain. 16. Amendment. This Lease may be amended without in any way affecting the remainder,but only in writing by the mutual consent of the parties. 17. Governing Law. Venue for any action arising out of or relating to this Lease shall be in Fresno County,California.This Lease shall be governed by the laws of the State of California. 18. Notices. The persons and their addresses having authority to give and receive notices under this Lease include the following: COUNTY: DOUBLETREE: County of Fresno Doubletree by Hilton Fresno Convention Director of Internal Services/ Center Chief Information Officer Controller 333 W. Pontiac Way 2233 Ventura St Clovis,CA 93612 Fresno,CA 93721 All notices between County and Doubletree provided for or permitted under this Lease 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 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 Lease,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 I of the Government Code, beginning with section 810). 19. Audits and Inspections. At the request of County,Doubletree shall at any time during business hours,and as often as County may deem necessary,make available to County for examination and audit all of its records and date with respect to those matters covered by this Lease. Doubletree shall,upon request by County, permit County to audit and inspect all of such records and data necessary to ensure Doubletree's compliance with the terms of this Lease. If this Lease exceeds ten thousand dollars($10,000.00),Doubletree 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). 20. Disclosure of Self-Dealing Transactions. This provision is only applicable if the Doubletree is operating as a corporation(a for-profit or non-profit corporation)or if during the term of this Lease,the Doubletree changes its status to operate as a corporation. Members of Doubletree's Board of Directors shall disclose any self-dealing transactions that they are a party to while Doubletree is providing goods or performing services under this Lease.A self-dealing transaction shall mean a transaction to which the Doubletree is a party and in which one or more of its directors has a material financial interest.Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Ti-ansaction Disclosure Form Exhibit"A",attached and incorporated by this reference,and submitting it to the County of Fresno prior to commencing with the self-dealing transaction or immediately thereafter. 21. Authority. The individual(s)executing this Lease on behalf of Doubletree and County each represent and warrant to the other party that they are fully authorized and legally capable of executing this Lease on behalf of Doubletree or County as applicable,and that such execution is binding upon each such party. 22. Counterparts. This Lease may be executed in one or more counterparts(which may be facsimile or.pdf e-mail counterparts followed by originals),each of which will be deemed an original and all, taken together,will constitute one and the same instrument. 23. Entire Lease. This Lease,and the exhibits attached hereto and incorporated herein by reference, constitutes the entire Lease between the Doubletree and County with respect to the subject matter hereof,and supersedes all prior Leases,negotiations,proposals,commitments,writings,advertisements,publications,and understandings of any nature whatsoever unless expressly referenced in this Lease. This Lease shall be binding on and inure to the benefit of County's and Doubletree's heirs,successors and pemutted assigns. IN WITNESS WHEREOF,the parties hereto have executed this Lease as of the day and year first hereinabove written. Customers Signatur� Position Director of Internal Services/CIO Printed Name Robert Bash Date 11/30(22 LICENSOR: DoubleTree by Hilton Fresno Convention Center By Michelle Ornellas, Controller Date: I I Le I ru APPROVED AS TO LEGAL FORM: DANIEL C. CEDERB,ORG, COUNTY COUNSEL By A1)a L&1 NJaet1- �/ Deputy APPROVED AS TO ACCOUNTING FORM: OSCAR J. GARCIA, CPA AUDITOR-CONTROLLER/TREASURER- r TAX COLLECTOR j G By �. Deputy Date: Fund 0001 Subclass 10000 Org.No.28620400 Aect.No.7295 EXHIBITA SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as"County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: 'A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name,job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). 6 (1}Company Board Member Information Name: Date: Job Title: {2}CompanytAgency Name.and Address: {3) Disclosure�I'lease describ A,er nature of the self-dealing,transaction you area party.to {4) E�cpla�nvwhy#his seff=leafing transactlan,is consistent''th the requirements of Goiporatibris_. 5��Autfiorazed:Si natoc - Signature: Date: 7