HomeMy WebLinkAboutAgreement A-15-261 with CA. Dept. of Food & Agriculture.pdf1
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PARKING AGREEMENT
Agreement No. 15-261
3 THIS AGREEMENT, hereinafter referred to as "Agreement", is made and entered into this ftoilday of
4 J WUL. 2015 by and between the COUNTY OF FRESNO, a political subdivision of the State of
5 California, hereinafter referred to as "COUNTY", and 21st District Agricultural Association, an entity of the
6 California Department of Food & Agriculture Division of Fairs & Expositions, whose address is 1121 Chance
7 Ave, Fresno, CA 93702, hereinafter referred to as "BIG FRESNO FAIR".
8 WITNESSETH
9 WHEREAS, the property of the COUNTY hereinafter described will not, during the period of this
1 0 Agreement, and on the dates authorized and during the time periods indicated below, be needed for
11 County purposes; and
12 WHEREAS, the BIG FRESNO FAIR has need of additional parking stalls for its customers during
13 BIG FRESNO FAIR events.
14 NOW, THEREFORE, in consideration of the rents, covenants and agreements hereinafter
15 contained and upon the terms and conditions set forth, COUNTY hereby grants an exclusive license to
16 the BIG FRESNO FAIR, for the use of those certain premises hereinafter described; upon the following
17 terms and conditions:
18 1. DESCRIPTION OF LICENSE
19 The BIG FRESNO FAIR may use parking lot F (excepting 20 parking stalls reserved for County
20 staff) and all of adjoining parking lot T, consisting of approximately 460 total parking stalls for both lots
21 as shown on Exhibit "A", attached hereto and by this reference incorporated herein (hereinafter the
22 "Premises"). The Premises may be utilized on dates that the BIG FRESNO FAIR holds events (e.g., the
23 Big Fresno Fair, Hmong New Year, Home and Garden shows), provided that BIG FRESNO FAIR gives
24 COUNTY 30 days advance written notice of its intent to utilize the Premises on specified dates. BIG
25 FRESNO FAIR's use of the Premises on such specified dates shall be limited to the following hours:
26 Monday through Friday after 5:00pm and weekends after 8:00am. The required written notice for use of
27 the Premises shall be provided to COUNTY pursuant to Section 13 herein below.
28 2. TERM
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ThisAgreement shall be in effectfora term ofthree years,beginning July 1,2015 and endingon
June 30, 2018, withthe option for two (2), one (1) year extensions upon written authorization fromthe
COUNTY'S Director of Internal Services/Chief Information Officer or his designee.
3.COMPENSATION
The BIGFRESNO FAIRshall pay the COUNTY one dollar ($1.00)per vehicle, or twenty percent
(20%)ofthe gross parking proceeds,whichever isgreater during the termofthis Agreement.Payments
shallbe made tothe County ofFresno,Internal Services Department,Attn:ISD Business Office,2048 N.
Fine St., Fresno, CA93727. Such rent shall be deposited inFund: 0001;Subclass:10000;Organization:
0415 and Account Revenue:5800, and shall be paid in full,within45 days of the conclusion of each event
requiring use of the Premises.
4.USE
The BIG FRESNO FAIR shall use the Premises as a parking lot only.
5.MAINTENANCE OF LEASED PREMISES
The BIG FRESNO FAIR agrees notto commit,sufferor permit any waste or nuisance on said
Premises,and notto use or permit the use ofsaid Premises for any illegal or immoral purposes.The BIG
FRESNO FAIR further agrees to comply with all State laws,local ordinances orother governmental
regulations which may be required by the proper authorities.The BIG FRESNO FAIR agreesto permit
COUNTY or its agentstoenter said Premises at any reasonable time to inspect same.The BIG FRESNO
FAIR agrees to maintain and leavethe Premises in a neatand clean condition.
6.SECURITY
The BIG FRESNO FAIR shall provide additional lighting in the parking areas and security personnel
on the Premises duringthe times ofits use ofthe Premises.
7.ENFORCEMENT OF THE AGREEMENT
If defaultshall be made inany ofthe covenants or agreements contained inthis agreement,
COUNTY may,at its option,at any time after such default and without any demand on or notice tothe BIG
FRESNO FAIR orany representative thereof,ortoanyother person,or third party re-enter andtake
possession of said Premises and remove all persons therefrom and the BIG FRESNO FAIR waives any
legal remedy todefeat COUNTY'S rights and possessions hereunder.
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8.MUTUAL INDEMNIFICATION AND DEFENSE
Each party hereto agrees to indemnify,save,hold harmless,and defend at the request ofthe other
party,its offices,agents, and employees,from any and all costs and expenses (including attorney's fees
and costs), claims, suits,losses,damages and any other liability for bodilyor personal injury to or death of
any person or loss of any property occurring or resulting from or arising out of or inany way connected with
any negligent or wrongful acts of omissions by either party in connection withthe performance,or failure to
perform, byeither party, its officers,agents,employees,or sponsors,in connection withthis Agreement,
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,corporation,sponsors,patrons,Event participants,
invites and members of the public who come onto the Property who may be injured or damaged by the
performance,or failure to perform, of either party, its officers,agents,employees,or sponsors in connection
withthis Agreement.Each party to this Agreement shall be solely liable for negligent or wrongful acts or
omission of its officers,agents and employees occurring in the performance hereof,and if either party
becomes liable for any loss or damages as a result of the acts or omissions of its officers,agents and
employees,itshall pay such loss or damages without contribution of the other party.
9.INSURANCE
Without limiting the COUNTY'S right to obtain indemnification from the BIG FRESNO FAIR or
any third parties,BIG FRESNO FAIR,at its sole expense,shall maintain in full force and effect,the
following insurance policies or a program of self-insurance,throughout the term of this Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million ($2,000,000).This policy
shall be issued on a per occurrence basis.COUNTY may require specific coverages including
completed operations,products liability,contractual liability,or any other liability insurance deemed
necessary because of the nature of this contract.
B.Property Insurance
Against all risk of loss to COUNTY'S property,at full replacement cost with no
coinsurance penalty provision,naming COUNTY as additional loss payee.
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C.Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000.00)per person,Five Hundred Thousand
Dollars ($500,000.00)per accident and for property damages of not less than Fifty Thousand Dollars
($50,000.00),or such coverage with a combined single limitof Five Hundred Thousand Dollars
($500,000.00).Coverage should include owned and non-owned vehicles used in connection with this
Agreement.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
BIG FRESNO FAIR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno,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
contributingwith insurance provided under BIG FRESNO FAIR'Spolicies herein. This insurance shall
not be cancelled or changed without a minimum or thirty (30)days advance written notice given to
COUNTY.
Within (10) days from date BIG FRESNO FAIR executes this Agreement,BIG FRESNO FAIR
shall providecertificates of insurance and endorsement as stated above forall ofthe foregoing policies,
as required herein, to the County of Fresno,Attn:ISO Lease Services (FL-007UMC),2220 Tulare
Street,21st Floor, Room 2101 Fresno,CA 93721-2106,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 insofaras the operations under this Agreement 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 withouta minimum of thirty (30)days advance written notice given to COUNTY.
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In the event BIG FRESNO FAIR fails to keep in effect at all times insurance coverage as herein
provided,the County may,in addition to other remedies it may have,suspend or terminate this
Agreement 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.COUNTY shall maintain during the term of
this Agreement 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
Commercial General liability insurance with limits of not less than One
Million Dollars ($1,000,000.00)per occurrence and an annual aggregate of not less than Two Million
Dollars ($2,000,000.00).This policy shall be issued on an occurrence basis.
B. All-Risk property insurance.
10.NON-ASSIGNMENT
The BIG FRESNO FAIR shall not assign,sub-contract or transfer its rights or obligations under
this Agreement without the prior written consent of the COUNTY.
11 .AMENDMENTS
This Agreement may be modified only by the written consent of the parties by way of
amendment hereto.
12.AUDITS AND INSPECTIONS
The BIG FRESNO FAIR shall at any time during business hours,and as often as COUNTY may
deem necessary,make available to COUNTYfor examination all of its records and data with respect to
the matters covered by this Agreement.The BIG FRESNO FAIRshall, upon request by COUNTYpermit
COUNTYto audit and inspect all of such records and data necessary to ensure the BIG FRESNO
FAIR'S compliance with the terms of this Agreement.
Ifthis Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),the BIG FRESNO
FAIRshall be subject to the examination and audit of the Auditor General for a period of three (3)years
after final payment under Agreement (Government Code Section 8546.7).
13.NOTICES
All notices to be given under this Agreement by either Party to the other Party shall be in writing,
and given by any one of the following methods:
(i)Personal delivery;or
(ii)Sent by certified United States mail, 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 ifCOUNTY is the recipient, or three (3)business days ifthe BIG
FRESNO FAIR is the recipient,after such deposit and postmark with the United States Postal Service;
or
(iii)Sent by a reputable overnight commercial courier,in which case such notice
shall be deemed given one (1)business day ifCOUNTY is the recipient,or one (1)business day if the
BIG FRESNO FAIR 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 AGREEMENT are as follows:
COUNTY:COUNTY:BIG FRESNO FAIR:
County of Fresno County of Fresno Big Fresno Fair
ISD Lease Services Security/Parking Attn:John Alkire
2220 Tulare St,21st Floor 2220 Tulare St,Plaza Level 1121 S.Chance
Fresno,CA 93721 Fresno,CA 93721 Fresno,CA 93727
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 or termination of this Agreement shall not
be effective until actual delivery of such notice.Notices given hereunder shall not be amendments or
modifications to this Agreement.
14.INDEPENDENT CONTRACTOR
In performance of the work,duties and obligations assumed by BIG FRESNO FAIR under this
Agreement,it is mutually understood and agreed that BIG FRESNO FAIR,including any and all of the
BIG FRESNO FAIR'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 venture,partner,or associate of the COUNTY.Furthermore,COUNTY shall have no
right to control or supervise or direct the manner or method by which BIG FRESNO FAIRshall perform
its work and function.However,COUNTY shall retain the right to administer this Agreement so as to
verify that BIG FRESNO FAIR is performing its obligations in accordance with the terms and conditions
of the Agreement.
COUNTY and BIG FRESNO FAIR shall comply with all applicable provisions of law and the rules
and regulations,ifany, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor,BIG FRESNO FAIR shall have absolutely no
right to employment rights and benefits available to COUNTY'S employees.BIG FRESNO FAIR shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits.In addition,BIG FRESNO FAIR shall be solely responsible and save COUNTY harmless from
all matters,except for COUNTY and COUNTY'S employee's gross negligence and/or willful misconduct,
relating to payment of BIG FRESNO FAIR'S employees,including compliance with Social Security
withholding and all other regulations governing such matters.
15.AUTHORITY
Each individual executing this Agreement on behalf of BIG FRESNO FAIR represents and
warrants that that individual is duly authorized to execute and deliver this Agreement on behalf of BIG
FRESNO FAIR and that this Agreement is binding upon BIG FRESNO FAIR in accordance with its
terms.The terms of this Agreement are intended by the parties as a final expression of their agreement
with respect to such terms as are included in this Agreement and may not be contradicted by evidence
of any prior or contemporaneous agreement,arrangement,understanding or negotiation (whether oral
or written).
16.GOVERNING LAW
Venue for any action arising out of or relating to this Agreement shall be in Fresno County,
California.This Agreement shall be governed by the laws of the State of California.
17.SURRENDER OF POSSESSION
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Upon the expiration or termination of this Agreement,BIG FRESNO FAIR will surrender the
Premises to COUNTY in such condition as existing at the commencement of this Agreement less
reasonable wear and tear,and less the effects of any breach of BIG FRESNO FAIR'S covenant to
maintain.BIG FRESNO FAIR will not be responsible for any damage which BIG FRESNO FAIR was not
obligated hereunder to repair.
18.ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the COUNTY and BIG FRESNO
FAIRwith respect to the subject matter hereof and supersedes all prior Agreements,negotiations,
proposals, commitments,writings,advertisements,publications, and understandings ofany nature
whatsoever,unless expressly referenced in this Agreement.
1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
2 the day and year first above written.
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BIG FRESNO FAIR
'
10 ~~~~~~----------------------(Name & Title)
11 1121 S. CHANCE AVE
12 FRESNO, CA 93727
13 Mailing Address
14 DATE: s -!1-1.5
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Robert W. Bash
Director of Internal Services/
Chief Information Officer
APPROVED AS TO LEGAL FORM
FOR ACCOUNTING USE ONLY:
ORG No.: 0415
Account No.: 5800
Fund No.: 0001
Subclass No.: 10000
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DATE:
Bernice E. Seidel c; I
Clerk, Board of Supervisors
Date: Lo \ \l.e\ l5
REVIEWED & RECOMMENDED FOR
APPROVAL
APPROVED AS TO ACCOUNTING FORM
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Exhibit A'
UNIVERSITY MEDICAL CENTER /COUNTY PERMIT LOTS
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LEGEND
RED,BLUE,
YELLOW,GREEN
GREEN, YELLOW,
BLUE
RESERVED
NO EMPLOYEE
PARKING
ISD University Medical Center Map Updated 10/30/08
Lot T - 280 Parking Stalls
LotF-180 Parking Stalls
Reserve 20 Stalls for County Parking
in Lot F