HomeMy WebLinkAboutFL-124 Agree Current 7-1-2015 Signed A-15-261.pdf Agreement No. 15-261
1 PARKING AGREEMENT
2
3 THIS AGREEMENT, hereinafter referred to as "Agreement", is made and entered into this 11CAday of
4 2015 by and between the COUNTY OF FRESNO, a political subdivision of the State of
5 California, hereinafter referred to as "COUNTY", and 21s' 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
10 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
1 This Agreement shall be in effect for a term of three years, beginning July 1, 2015 and ending on
2 June 30, 2018, with the option for two (2), one (1) year extensions upon written authorization from the
3 COUNTY's Director of Internal Services/Chief Information Officer or his designee.
4 3. COMPENSATION
5 The BIG FRESNO FAIR shall pay the COUNTY one dollar($ 1.00) per vehicle, or twenty percent
6 (20%) of the gross parking proceeds, whichever is greater during the term of this Agreement. Payments
7 shall be made to the County of Fresno, Internal Services Department, Attn: ISD Business Office, 2048 N.
8 Fine St., Fresno, CA 93727. Such rent shall be deposited in Fund: 0001; Subclass: 10000; Organization:
9 0415 and Account Revenue: 5800, and shall be paid in full, within 45 days of the conclusion of each event
10 requiring use of the Premises.
11 4. USE
12 The BIG FRESNO FAIR shall use the Premises as a parking lot only.
13 5. MAINTENANCE OF LEASED PREMISES
14 The BIG FRESNO FAIR agrees not to commit, suffer or permit any waste or nuisance on said
15 Premises, and not to use or permit the use of said Premises for any illegal or immoral purposes. The BIG
16 FRESNO FAIR further agrees to comply with all State laws, local ordinances or other governmental
17 regulations which may be required by the proper authorities. The BIG FRESNO FAIR agrees to permit
18 COUNTY or its agents to enter said Premises at any reasonable time to inspect same. The BIG FRESNO
19 FAIR agrees to maintain and leave the Premises in a neat and clean condition.
20 6. SECURITY
21 The BIG FRESNO FAIR shall provide additional lighting in the parking areas and security personnel
22 on the Premises during the times of its use of the Premises.
23 7. ENFORCEMENT OF THE AGREEMENT
24 If default shall be made in any of the covenants or agreements contained in this agreement,
25 COUNTY may, at its option, at any time after such default and without any demand on or notice to the BIG
26 FRESNO FAIR or any representative thereof, or to any other person, or third party re-enter and take
27 possession of said Premises and remove all persons therefrom and the BIG FRESNO FAIR waives any
28 legal remedy to defeat COUNTY's rights and possessions hereunder.
-2-
1 8. MUTUAL INDEMNIFICATION AND DEFENSE
2 Each party hereto agrees to indemnify, save, hold harmless, and defend at the request of the other
3 party, its offices, agents, and employees, from any and all costs and expenses (including attorney's fees
4 and costs), claims, suits, losses, damages and any other liability for bodily or personal injury to or death of
5 any person or loss of any property occurring or resulting from or arising out of or in any way connected with
6 any negligent or wrongful acts of omissions by either party in connection with the performance, or failure to
7 perform, by either party, its officers, agents, employees, or sponsors, in connection with this Agreement,
8 and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims
9 and losses occurring or resulting to any person, firm, corporation, sponsors, patrons, Event participants,
10 invites and members of the public who come onto the Property who may be injured or damaged by the
11 performance, or failure to perform, of either party, its officers, agents, employees, or sponsors in connection
12 with this Agreement. Each party to this Agreement shall be solely liable for negligent or wrongful acts or
13 omission of its officers, agents and employees occurring in the performance hereof, and if either party
14 becomes liable for any loss or damages as a result of the acts or omissions of its officers, agents and
15 employees, it shall pay such loss or damages without contribution of the other party.
16 9. INSURANCE
17 Without limiting the COUNTY'S right to obtain indemnification from the BIG FRESNO FAIR or
18 any third parties, BIG FRESNO FAIR, at its sole expense, shall maintain in full force and effect, the
19 following insurance policies or a program of self-insurance, throughout the term of this Agreement:
20 A. Commercial General Liability
21 Commercial General Liability Insurance with limits of not less than One Million
22 Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million ($2,000,000). This policy
23 shall be issued on a per occurrence basis. COUNTY may require specific coverages including
24 completed operations, products liability, contractual liability, or any other liability insurance deemed
25 necessary because of the nature of this contract.
26 B. Property Insurance
27 Against all risk of loss to COUNTY'S property, at full replacement cost with no
28 coinsurance penalty provision, naming COUNTY as additional loss payee.
-3-
1 C. Automobile Liability
2 Comprehensive Automobile Liability Insurance with limits for bodily injury of
3 not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand
4 Dollars ($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars
5 ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars
6 ($500,000.00). Coverage should include owned and non-owned vehicles used in connection with this
7 Agreement.
8 D. Worker's Compensation
9 A policy of Worker's Compensation insurance as may be required by the
10 California Labor Code.
11 BIG FRESNO FAIR shall obtain endorsements to the Commercial General Liability insurance
12 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
13 additional insured, but only insofar as the operations under this Agreement are concerned. Such
14 coverage for additional insured shall apply as primary insurance and any other insurance, or self-
15 insurance, maintained by, County, its officers, agents, and employees shall be excess only and not
16 contributing with insurance provided under BIG FRESNO FAIR'S policies herein. This insurance shall
17 not be cancelled or changed without a minimum or thirty (30) days advance written notice given to
18 COUNTY.
19 Within (10) days from date BIG FRESNO FAIR executes this Agreement, BIG FRESNO FAIR
20 shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies,
21 as required herein, to the County of Fresno, Attn: ISO Lease Services (FL-007UMC), 2220 Tulare
22 Street, 21st Floor, Room 2101 Fresno, CA 93721-2106, stating that such insurance coverages have
23 been obtained and are in full force; that the County, its officers, agents and employees will not be
24 responsible for any premiums on the policies; that such Commercial General Liability insurance names
25 the County, its officers, agents, and employees, individually and collectively, as additional insured, but
26 only insofar as the operations under this Agreement are concerned; that such coverage for additional
27 insured shall apply as primary insurance and any other insurance, or self- insurance shall not be
28 cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY.
-4-
1 In the event BIG FRESNO FAIR fails to keep in effect at all times insurance coverage as herein
2 provided, the County may, in addition to other remedies it may have, suspend or terminate this
3 Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do
4 business in the State of California. Insurance purchased shall be purchased from companies possessing
5 a current A.M Best Company rating of A FSC VII or better. COUNTY shall maintain during the term of
6 this Agreement the following policies of insurance, which coverages may be provided in whole or in part
7 through one or more programs of self-insurance:
8 A. Commercial General Liability
9 Commercial General liability insurance with limits of not less than One
10 Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of not less than Two Million
11 Dollars ($2,000,000.00). This policy shall be issued on an occurrence basis.
12 B. All-Risk property insurance.
13 10.NON-ASSIGNMENT
14 The BIG FRESNO FAIR shall not assign, sub-contract or transfer its rights or obligations under
15 this Agreement without the prior written consent of the COUNTY.
16 11.AMENDMENTS
17 This Agreement may be modified only by the written consent of the parties by way of
18 amendment hereto.
19 12.AUDITS AND INSPECTIONS
20 The BIG FRESNO FAIR shall at any time during business hours, and as often as COUNTY may
21 deem necessary, make available to COUNTY for examination all of its records and data with respect to
22 the matters covered by this Agreement. The BIG FRESNO FAIR shall, upon request by COUNTY permit
23 COUNTY to audit and inspect all of such records and data necessary to ensure the BIG FRESNO
24 FAIR'S compliance with the terms of this Agreement.
25 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), the BIG FRESNO
26 FAIR shall be subject to the examination and audit of the Auditor General for a period of three (3) years
27 after final payment under Agreement (Government Code Section 8546.7).
28 13.NOTICES
-5-
1 All notices to be given under this Agreement by either Party to the other Party shall be in writing,
2 and given by any one of the following methods:
3 (i) Personal delivery; or
4 (ii) Sent by certified United States mail, first class postage prepaid, with return
5 receipt requested, to the applicable addresses as set forth below, in which case such notice shall be
6 deemed given three (3) business days if COUNTY is the recipient, or three (3) business days if the BIG
7 FRESNO FAIR is the recipient, after such deposit and postmark with the United States Postal Service;
8 or
9 (iii) Sent by a reputable overnight commercial courier, in which case such notice
10 shall be deemed given one (1) business day if COUNTY is the recipient, or one (1) business day if the
11 BIG FRESNO FAIR is the recipient, after such deposit with that courier to the applicable addresses as
12 set forth below; or
13 The addresses and telephone numbers of the Parties for purposes of giving receiving notices
14 under this AGREEMENT are as follows:
15 COUNTY: COUNTY: BIG FRESNO FAIR:
16 County of Fresno County of Fresno Big Fresno Fair
17 ISD Lease Services Security/Parking Attn: John Alkire
18
2220 Tulare St, 21 st Floor 2220 Tulare St, Plaza Level 1121 S. Chance
19
Fresno, CA 93721 Fresno, CA 93721 Fresno, CA 93727
20
21 Provided however, such notices may be given to such person or at such other place as either of
22 the Parties may from time to time designate by giving written notice to the other Party, and provided
23 further however, in any event notices of changes of address or termination of this Agreement shall not
24 be effective until actual delivery of such notice. Notices given hereunder shall not be amendments or
25 modifications to this Agreement.
26 14.INDEPENDENT CONTRACTOR
27 In performance of the work, duties and obligations assumed by BIG FRESNO FAIR under this
28 Agreement, it is mutually understood and agreed that BIG FRESNO FAIR, including any and all of the
-6-
1 BIG FRESNO FAIR'S officers, agents, and employees will at all times be acting and performing as an
2 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
3 employee, joint venture, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
4 right to control or supervise or direct the manner or method by which BIG FRESNO FAIR shall perform
5 its work and function. However, COUNTY shall retain the right to administer this Agreement so as to
6 verify that BIG FRESNO FAIR is performing its obligations in accordance with the terms and conditions
7 of the Agreement.
8 COUNTY and BIG FRESNO FAIR shall comply with all applicable provisions of law and the rules
9 and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
10 Because of its status as an independent contractor, BIG FRESNO FAIR shall have absolutely no
11 right to employment rights and benefits available to COUNTY'S employees. BIG FRESNO FAIR shall be
12 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
13 benefits. In addition, BIG FRESNO FAIR shall be solely responsible and save COUNTY harmless from
14 all matters, except for COUNTY and COUNTY'S employee's gross negligence and/or willful misconduct,
15 relating to payment of BIG FRESNO FAIR'S employees, including compliance with Social Security
16 withholding and all other regulations governing such matters.
17 15.AUTHORITY
18 Each individual executing this Agreement on behalf of BIG FRESNO FAIR represents and
19 warrants that that individual is duly authorized to execute and deliver this Agreement on behalf of BIG
20 FRESNO FAIR and that this Agreement is binding upon BIG FRESNO FAIR in accordance with its
21 terms. The terms of this Agreement are intended by the parties as a final expression of their agreement
22 with respect to such terms as are included in this Agreement and may not be contradicted by evidence
23 of any prior or contemporaneous agreement, arrangement, understanding or negotiation (whether oral
24 or written).
25 16.GOVERNING LAW
26 Venue for any action arising out of or relating to this Agreement shall be in Fresno County,
27 California. This Agreement shall be governed by the laws of the State of California.
28 17.SURRENDER OF POSSESSION
-7-
1 Upon the expiration or termination of this Agreement, BIG FRESNO FAIR will surrender the
2 Premises to COUNTY in such condition as existing at the commencement of this Agreement less
3 reasonable wear and tear, and less the effects of any breach of BIG FRESNO FAIR'S covenant to
4 maintain. BIG FRESNO FAIR will not be responsible for any damage which BIG FRESNO FAIR was not
5 obligated hereunder to repair.
6 18.ENTIRE AGREEMENT
7 This Agreement constitutes the entire Agreement between the COUNTY and BIG FRESNO
8 FAIR with respect to the subject matter hereof and supersedes all prior Agreements, negotiations,
9 proposals, commitments, writings, advertisements, publications, and understandings of any nature
10 whatsoever, unless expressly referenced in this Agreement.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-s-
1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
2 the day and year first above written.
BIG FRESNO FAIR Zeoah
Y OF FRES O3 —" - "' ,
4 A. Poochigian
5 Chairman, B rd of Supervisors
6 Joh Alkire, Chief Executive Officer DATE:
7
9 Bernice E. Seidel ,
10 Clerk, Board of Supervisors
(Name&Title)
11 1121 S. CHANCE AVE Date: Ui 1 1t-r k 15
12 REVIEWED&RECOMMENDED FOR
FRESNO,CA 93727 APPROVAL
13 Mailing Address
14 DATE:
15 REVIEWED& RECOMMENDED FOR APPROVAL
16
z _
17 Robert W. Bash
18 Director of Internal Services/
Chief Information Officer
19 APPROVED AS TO LEGAL FORM
20
21 D I C. Cederborg
Lmnty Counsel
22
23 FOR ACCOUNTING USE ONLY: APPROVED AS TO ACCOUNTING FORM
ORG No.: 0415 �_�t
24 Vicki Crow, CPA
25
Account No.: 5800 Auditor-Controller/Treasurer-Tax Collector
Fund No.: 0001
26
Subclass No.: 10000
27
28
-9-
Exhibit 'A'
UNIVERSITY MEDICAL CENTER COUNTY PERMIT LOTS
NUNTINGTON BLVD.
LEGEND
RED,BLUE,
YELLOW,GREEN
® GREEN,YELLOW,
BLUE
w
INYO STREET w RESERVED
w Lu
j NO EMPLOYEE
w Z
HOSPITAL Q z PARKING
t�
O
O � it
C
m
E.MONO STREET
KINGS CANYON BLVD.
ISD University Medical Center Map Updated 10/30/08
Lot T - 280 Parking Stalls Reserve 20 Stalls for County Parking
Lot F - 180 Parking Stalls in Lot F