HomeMy WebLinkAboutFL - 124 UMC Parking 2020 Signed.pdf 1 PARKING LICENSE AGREEMENT
2 Z4
3 THIS PARKING LICENSE AGREEMENT, ("Agreement"), is made and entered into this W
day of
�
4 V& I 2020 by and between the COUNTY OF FRESNO,a political subdivision of the Sta e of California,
5 ("COUN "), and 21st District Agricultural Association, an entity of the California Department of Food &
6 Agriculture Division of Fairs & Expositions, whose address is 1121 Chance Ave, Fresno, CA 93702, ("BIG
7 FRESNO FAIR").
8 WITNESSETH
9 WHEREAS, the BIG FRESNO FAIR has need of additional parking stalls for its customers during
10 BIG FRESNO FAIR events;
11 WHEREAS, the property of the COUNTY hereinafter described will not, during the period of this
12 Agreement, and on the dates authorized and during the time periods indicated below, be needed for
13 COUNTY purposes; and
14 WHEREAS, COUNTY and the BIG FRESNO FAIR desire to enter into this Agreement so that
15 BIG FRESNO FAIR may use COUNTY's property at the location described herein for the purpose of
16 extra parking during BIG FRESNO FAIR events.
17 NOW, THEREFORE, in consideration of the rents, covenants and agreements hereinafter
18 contained and upon the terms and conditions set forth, COUNTY hereby grants an exclusive license to
19 the BIG FRESNO FAIR, for the use of those certain premises hereinafter described and upon the
20 following terms and conditions:
21 1. DESCRIPTION OF LICENSE
22 The BIG FRESNO FAIR may use parking lot F (excepting 20 parking stalls reserved for
23 COUNTY staff) and all of adjoining parking lot T, consisting of approximately 460 total parking stalls
24 located in both lots at_Kings Canyon Avenue and Cedar Avenue, as shown on Exhibit "A", attached
25 and incorporated by this reference (the "Premises"). The Premises may be utilized on dates that the BIG
26 FRESNO FAIR holds events (e.g., the Big Fresno Fair, Hmong New Year, Home and Garden shows),
27 provided that BIG FRESNO FAIR gives COUNTY 30 days advance written notice of its intent to utilize
28 the Premises on specified dates. BIG FRESNO FAIR's use of the Premises on such specified dates
-1-
1 shall be limited to the following hours: Monday through Friday after 5:00pm and weekends after 8:00am.
2 The required written notice for use of the Premises shall be provided to COUNTY pursuant to Section 14
3 herein.
4 2. TERM
5 This Agreement shall be in effect for a term of five years, beginning July 1, 2020 and ending on
6 June 30, 2025.
7 3. COMPENSATION
8 The BIG FRESNO FAIR shall pay the COUNTY one dollar($ 1.00) per vehicle for each date it
9 holds events in accordance with Section 1, herein, or twenty percent(20%) of the gross parking proceeds,
10 whichever is greater, during the term of this Agreement. Payments shall be made to the County of Fresno,
11 Internal Services Department,Attn: ISD Business Office, 333 Pontiac Way, Clovis, CA 93612. Such rent
12 shall be deposited in Fund: 0001; Subclass: 10000; Organization: 0415 and Account Revenue: 5800, and
13 shall be paid in full within 45 days of the conclusion of each event requiring use of the Premises.
14 4. USE
15 The BIG FRESNO FAIR shall use the Premises as a parking lot only, in accordance with the
16 requirements of Section 1, herein.
17 5. MAINTENANCE OF LEASED PREMISES
18 The BIG FRESNO FAIR agrees not to commit, suffer or permit any waste or nuisance on said
19 Premises, and not to use or permit the use of said Premises for any illegal or immoral purposes. The BIG
20 FRESNO FAIR further agrees to comply with all State laws, local ordinances or other governmental
21 regulations which may be required by the proper authorities. The BIG FRESNO FAIR agrees to permit
22 COUNTY or its agents to enter said Premises at any reasonable time to inspect the Premises. The BIG
23 FRESNO FAIR agrees to maintain and leave the Premises in a neat and clean condition.
24 6. SECURITY
25 The BIG FRESNO FAIR shall provide additional lighting in the parking areas and security personnel
26 on the Premises during the times of its use of the Premises.
27 7. ENFORCEMENT OF THE AGREEMENT
28 If default shall be made in any of the covenants or agreements contained in this Agreement,
-2-
1 COUNTY may, at its option, at any time after such default and without any demand on or notice to the BIG
2 FRESNO FAIR or any representative thereof, or to any other person, or third party re-enter and take
3 possession of said Premises, and remove all persons therefrom, and the BIG FRESNO FAIR waives any
4 legal remedy to defeat COUNTY's rights and possessions hereunder.
5 8. MUTUAL INDEMNIFICATION AND DEFENSE
6 Each party hereto agrees to indemnify, save, hold harmless, and defend at the request of the other
7 party, its offices, agents, and employees, from any and all costs and expenses (including attorney's fees
8 and costs), claims, suits, losses, damages and any other liability for bodily or personal injury to or death of
9 any person or loss of any property occurring or resulting from or arising out of or in any way connected with
10 any negligent or wrongful acts of omissions by either party in connection with the performance, or failure to
11 perform, by either party, its officers, agents, employees, or sponsors, in connection with this Agreement,
12 and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims
13 and losses occurring or resulting to any person, firm, corporation, sponsors, patrons, Event participants,
14 invites and members of the public who come onto the Property who may be injured or damaged by the
15 performance, or failure to perform, of either parry, its officers, agents, employees, or sponsors in connection
16 with this Agreement. Each party to this Agreement shall be solely liable for negligent or wrongful acts or
17 omission of its officers, agents, employees, and invitees occurring in the performance hereof, and if either
18 party becomes liable for any loss or damages as a result of the acts or omissions of its officers, agents,
19 employees, and invitees, it shall pay such loss or damages without contribution of the other party.
20 9. INSURANCE
21 Without limiting the COUNTY'S right to obtain indemnification from the BIG FRESNO FAIR or
22 any third parties, BIG FRESNO FAIR, at its sole expense, shall maintain in full force and effect, the
23 following insurance policies or a program of self-insurance, throughout the term of this Agreement:
24 A. Commercial General Liability
25 Commercial General Liability Insurance with limits of not less than Two Million Dollars
26 ($2,000,000) per occurrence and an annual aggregate of Four Million ($4,000,000). This policy shall be
27 issued on_a per occurrence,basis. COUNTY may require specific coverages including completed
28 operations, products liability, contractual liability, or any other liability insurance deemed necessary
-3-
1 because of the nature of this contract.
2 B. Property Insurance
3 Against all risk of loss to COUNTY'S property, at full replacement cost with no coinsurance
4 penalty provision, naming COUNTY as additional loss payee.
5 C. Automobile Liability
6 Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two
7 Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand Dollars
8 ($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars
9 ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars
10 ($500,000.00). Coverage should include owned and non-owned vehicles used in connection with this
11 Agreement.
12 D. Worker's Compensation
13 A policy of Worker's Compensation insurance as may be required by the California Labor Code.
14 BIG FRESNO FAIR shall obtain endorsements to the Commercial General Liability insurance
15 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
16 additional insured, but only insofar as the operations under this Agreement are concerned. Such
17 coverage for additional insured shall apply as primary insurance and any other insurance, or self-
18 insurance, maintained by, County, its officers, agents, and employees shall be excess only and not
19 contributing with insurance provided under BIG FRESNO FAIR'S policies herein. This insurance shall
20 not be cancelled or changed without a minimum or thirty (30) days advance written notice given to
21 COUNTY.
22 Within (10) days from date BIG FRESNO FAIR executes this Agreement, BIG FRESNO FAIR
23 shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies,
24 as required herein, to the County of Fresno, Attn: ISD Lease Services (FL-124UMC), 333 Pontiac Way,
25 Clovis, CA 93612, stating that such insurance coverages have been obtained and are in full force; that
26 the County, its officers, agents and employees will not be responsible for any premiums on the policies;
27 that for such worker's compensation insurance the CONTRACTOR has waived its right to recover from
28 the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that
-4-
1 waiver does not invalidate the insurance policy; that such Commercial General Liability insurance
2 names the County, its officers, agents, and employees, individually and collectively, as additional
3 insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
4 additional insured shall apply as primary insurance and any other insurance, or self- insurance shall not
5 be cancelled or changed without a minimum of thirty (30) days advance written notice given to
6 COUNTY.
7 In the event BIG FRESNO FAIR fails to keep in effect at all times insurance coverage as herein
8 provided, the County may, in addition to other remedies it may have, suspend or terminate this
9 Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do
10 business in the State of California. Insurance purchased shall be purchased from companies possessing
11 a current A.M Best Company rating of A FSC VII or better. COUNTY shall maintain during the term of
12 this Agreement the following policies of insurance, which coverages may be provided in whole or in part
13 through one or more programs of self-insurance:
14 A. Commercial General Liability
15 Commercial General liability insurance with limits of not less than One Million Dollars
16 ($1,000,000.00) per occurrence and an annual aggregate of not less than Two Million Dollars
17 ($2,000,000.00). This policy shall be issued on an occurrence basis.
18 B. All-Risk property insurance.
19 10. POSSESSORY INTEREST TAX- The parties acknowledge that California Revenue &
20 Taxation Code § 107.6 provides, in relevant part, the following: "(a) The state or any local public entity of
21 government, when entering into a written contract with a private party whereby a possessory interest
22 subject to property taxation may be created, shall include, or cause to be included, in that contract, a
23 statement that the roe interest may be subject to property taxation if created, and that the art in
property rtY � Y 1 p p Y party
24 whom the possessory interest is vested may be subject to the payment of property taxes levied on the
25
interest."Accordingly, the parties agree that COUNTY is a `local public entity of government,' and that
26
BIG FRESNO FAIR is a "private party," respectively, within the meaning of California Revenue &
27
Taxation Code § 107.6(a), and that this Agreement (to the extent that it may be necessary under
28
-5-
1 California Revenue & Taxation Code § 107.6(a) for the Parties to acknowledge and agree herein with
2 respect to this Agreement) is a "contract," which creates a possessory interest that may be subject to
3 property taxation pursuant to California Revenue& Taxation Code § 107.6(a). BIG FRESNO FAIR
4 agrees to pay any possessory interest tax which may be levied upon the Premises. In this respect, BIG
5 FRESNO FAIR understands that BIG FRESNO FAIR's use of property owned by a tax-exempt public
6 agency may be subject to property taxation, and BIG FRESNO FAIR (the person in whom the
7
possessory interest is vested) is subject to the payment of property taxes levied on such interest.
8
11. NON-ASSIGNMENT
9
The BIG FRESNO FAIR shall not assign, sub-contract or transfer its rights or obligations under
10
this Agreement without the prior written consent of the COUNTY.
11
12. AMENDMENTS
12
This Agreement may be modified only by the written consent of the parties by way of
13
amendment hereto.
14 13. AUDITS AND INSPECTIONS
15
The BIG FRESNO FAIR shall at any time during business hours, and as often as COUNTY may
16
deem necessary, make available to COUNTY for examination all of its records and data with respect to
17
the matters covered by this Agreement. The BIG FRESNO FAIR shall, upon request by COUNTY permit
18
COUNTY to audit and inspect all of such records and data necessary to ensure the BIG FRESNO
19
FAIR'S compliance with the terms of this Agreement.
20
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), the BIG FRESNO
21
FAIR shall be subject to the examination and audit of the California State Auditor for a period of three (3)
22
years after final payment under Agreement(Government Code Section 8546.7).
23
14. NOTICES
24
The persons and their addresses having authority to give and receive notices under this
25
Agreement include the following:
26
COUNTY: COUNTY: BIG FRESNO FAIR:
27
County of Fre8no County of Frestio Big Fresno Fair
28
-6-
1 ISD Lease Services Security/Parking Attn: John Alkire
2 333 Pontiac Way 2220 Tulare St, Plaza Level 1121 S. Chance
3 Clovis, CA 93612 Fresno, CA 93721 Fresno, CA 93727
4
5 All notices between the COUNTY and the BIG FRESNO FAIR provided for or permitted under
6 this Agreement must be in writing and delivered either by personal service, by first-class United States
7 mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
8 delivered by personal service is effective upon service to the recipient. A notice delivered by first-class
9 United States mail is effective three COUNTY business days after deposit in the United States mail,
10 postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier
11 service is effective one COUNTY business day after deposit with the overnight commercial courier
12 service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the
13 recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is
14 completed (but, if such transmission is completed outside of COUNTY business hours, then such
15 delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided
16 that the sender maintains a machine record of the completed transmission. For all claims arising out of
17 or related to this Agreement, nothing in this section establishes, waives, or modifies any claims
18 presentation requirements or procedures provided by law, including but not limited to the Government
19 Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
20 15. INDEPENDENT CONTRACTOR
21 In performance of the work, duties and obligations assumed by BIG FRESNO FAIR under this
22 Agreement, it is mutually understood and agreed that BIG FRESNO FAIR, including any and all of the
23 BIG FRESNO FAIR'S officers, agents, and employees will at all times be acting and performing as an
24 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
25 employee,joint venture, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
26 right to control or supervise or direct the manner or method by which BIG FRESNO FAIR shall perform
27 its work and function. However, COUNTY shall retain the right to administer this Agreement so as to
28 verigthat BIG FRESNO FAIR is performing its obligations in accordance with the terms and conditions
-7-
1 of the Agreement.
2 COUNTY and BIG FRESNO FAIR shall comply with all applicable provisions of law and the rules
3 and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
4 Because of its status as an independent contractor, BIG FRESNO FAIR shall have absolutely no
5 right to employment rights and benefits available to COUNTY'S employees. BIG FRESNO FAIR shall be
6 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
7 benefits. In addition, BIG FRESNO FAIR shall be solely responsible, and save COUNTY harmless from
8 all matters, except for COUNTY and COUNTY'S employees' gross negligence and/or willful misconduct,
9 relating to payment of BIG FRESNO FAIR'S employees, including compliance with Social Security
10 withholding, and all other regulations governing such matters.
11 16. AUTHORITY
12 Each individual executing this Agreement on behalf of BIG FRESNO FAIR represents and
13 warrants that that individual is duly authorized to execute and deliver this Agreement on behalf of BIG
14 FRESNO FAIR, and that this Agreement is binding upon BIG FRESNO FAIR in accordance with its
15 terms. The terms of this Agreement are intended by the parties as a final expression of their agreement
16 with respect to such terms as are included in this Agreement, and may not be contradicted by evidence
17 of any prior or contemporaneous agreement, arrangement, understanding or negotiation (whether oral
18 or written).
19 17. GOVERNING LAW
20 Venue for any action arising out of or relating to this Agreement shall be in Fresno County,
21 California. This Agreement shall be governed by the laws of the State of California.
22 18. SURRENDER OF POSSESSION
23 Upon the expiration or termination of this Agreement, BIG FRESNO FAIR will surrender the
24 Premises to COUNTY in such condition as existing at the commencement of this Agreement, less
25 reasonable wear and tear, and less the effects of any breach of BIG FRESNO FAIR'S covenant to
26 maintain. BIG FRESNO FAIR will not be responsible for any damage which BIG FRESNO FAIR was not
27 obligated hereunder to repair.
28 19.' ENTIRE AGREEMENT
1 This Agreement constitutes the entire Agreement between the COUNTY and BIG FRESNO
2 FAIR with respect to the subject matter hereof, and supersedes all prior Agreements, negotiations,
3 proposals, commitments, writings, advertisements, publications, and understandings of any nature
4 whatsoever, unless expressly referenced in this Agreement.
5
6
7
8
9
10
11
12
13
14
15
16 -
17
18
19
20
21
22
23
24
25
26
27
28
-9-
1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
2 the day and ye -first abov ritten.
3
4 BI FIRE O AIR /G11lNiO FRESNO�
5 b Ikire, Chief Ex cutive Officer Robert W. Bash, Director of Internal Services,
6 Chief Information Officer
7
8
9
10
11
12
13
14
15
16 ORG: 0415
Acc No: 5800
17 Fund No: 0001
Subclass No: 10000
18
19
20
21
22
23
24
25
26
27
28
-10-
I�
E I-IUNTINGTON BLVD.
LEGEND �
RED,BLUE,
- - v FIFF
YELLOW,GREEN
�- GREEN,YELLOW,
-- BLUE
r ` RESERVED '
INYO STREET �
LL, `1
7 --Lu - - , w — NO EMPLOYEE d
E a HOSPITAL Q ` -- - z PARKING
l o Co ®® m
i
E.MONO STREET
-AjKINGS CANYON BLVD.
GSA University Medical Center Map Updated 10/30/08