HomeMy WebLinkAboutAgreement A-23-527 Second Amendment to Lease No. D-21-021 L-308.pdf Agreement No. 23-527
1 AMENDMENT NO. 2 TO LICENSE AGREEMENT
2 This Amendment No. 2 to License Agreement No. D-21-021 ("Amendment No. 2") is
3 dated October 10, 2023 and is between the Sheriff's Foundation for Public Safety, a
4 California nonprofit corporation ("Foundation"), and the County of Fresno, a political subdivision
5 of the State of California ("County").
6 Recitals
7 A. On December 31, 2020, County and the Foundation entered into License number D-21-
8 021 ("Agreement"), which gave County a License to use the training facilities and building space
9 located at 7633 North Weber Avenue, Fresno, CA 93722 ("Facility"). The Agreement identifies
10 certain areas of the Facility for County's exclusive use, and other areas for its non-exclusive
11 use.
12 B. On April 25, 2023, the Foundation and County executed Amendment No. 1 to the
13 Agreement ("Amendment No. 1"), which increased County's use of the Facility to accommodate
14 for additional training events and to acquire groundskeeping services, and to increase
15 compensation.
16 C. County and the Foundation now wish to amend the Agreement again to (1) amend the
17 insurance obligations under the Agreement as related to both County and Foundation; (2)
18 amend the Agreement's indemnity and hold harmless language and (3) change the
19 Agreement's termination date from December 31, 2026 to January 10, 2024.
20 D. Now, therefore, for good and valuable consideration, the receipt and adequacy of which
21 is hereby acknowledged, County and the Foundation agree as follows:
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23 1. SECTION 3. TERM/TERMINATION: Page 2, lines 1-3, is deleted in its entirety and
24 replaced with the following:
25 "The term of this License Agreement shall begin retroactive to January 1, 2021, and end on
26 January 10, 2024, unless sooner terminated by either party upon 30 days' written notice."
27 2. SECTION 5. LIMITATIONS: Page 2 at lines 25-28 is deleted in its entirely.
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3. SECTION 6. INDEMNIFICATION/ HOLD HARMLESS: Page 3 at line 20 through
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Page 4 at line 13, is deleted in its entirety and replaced with the following:
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"County agrees to indemnify, save, hold harmless and defend Foundation, its directors,
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officers, agents and employees from any and all costs and expenses, damages, liabilities,
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6 claims and losses occurring or resulting to Foundation arising from the presence of Sheriffs
7 Office at the Facility on or after October 10, 2023, the Sheriff's Office operations at the Facility
8 on or after October 10, 2023, and operations of the shooting range and/or other activities
9 conducted by the Sheriffs Office at the Facility on or after October 10, 2023, by County, its
10 officers, agents or employees under this Agreement, and from any and all costs and expenses,
11 damages, liabilities, claims and losses occurring or resulting, to any person, firm or corporation
12 who may be injured or damaged by the performance or failure to perform by County, its officers,
13 agents or employees under this Agreement, and directly associated with the presence of
14 Sheriffs Office at the Facility on or after October 10, 2023, the Sheriff's Office's operations at
15 the Facility on or after October 10, 2023, and operations of the shooting range and/or other
16 activities conducted by the Sheriff's Office at the Facility on or after October 10, 2023.
17 The provisions of this Section 6 shall survive termination of this Agreement."
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19 4. SECTION 7. INSURANCE: Page 4 at line 14 through Page 7 at line 4 is deleted in its
20 entirety and replace with the following:
21 "Without limiting the Foundation's right to obtain indemnification from the County or any third
22 parties, County, at its sole expense, shall maintain in full force and effect, the following
23 insurance policies or a program of self-insurance throughout the term of this Agreement:
24 a. Commercial General Liability - Commercial General Liability Insurance with limits of
25 not less than Three Million Dollars ($3,000,000) per occurrence and an annual
26 aggregate of Five Million ($5,000,000). This policy shall be issued on a per
27 occurrence basis. Foundation may require specific coverages including completed
28 operations, products liability, contractual liability, Explosion-Collapse-Underground,
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1 fire legal liability, or any other liability insurance deemed necessary because of the
2 nature of this contract.
3 County shall obtain endorsements to the Commercial General Liability insurance naming
4 the Foundation, its directors, officers, agents, and employees, individually and collectively, as
5 additional insured, but only insofar as the operations under this Agreement are concerned. Such
6 coverage for additional insured shall apply as primary insurance and any other insurance, or
7 self-insurance, maintained by the Foundation, if any, shall be excess only and not contributing
8 with insurance provided under the County policy herein. This insurance shall not be cancelled or
9 changed without a minimum or thirty (30) days advance written notice given to the Foundation.
10 County hereby waives its right to recover from the Foundation, its directors, officers,
11 agents, and employees any amounts paid by the liability policy required by this Agreement.
12 County is solely responsible to obtain any endorsement to such policy that may be necessary to
13 accomplish such waiver of subrogation, but County's waiver of subrogation under this
14 paragraph is effective whether or not County obtains such an endorsement.
15 Within thirty (30) days from the date County executes this Agreement, County shall
16 provide certificates of insurance and endorsement as stated above for all of the foregoing
17 policies, as required herein, to the Foundation, stating that such insurance coverage has been
18 obtained and are in full force; that the Foundation, its directors, officers, agents and employees
19 will not be responsible for any premiums on the policies; that such Commercial General Liability
20 insurance names the Foundation, its directors, officers, agents, and employees, individually and
21 collectively, as additional insured, but only insofar as the operations under this Agreement are
22 concerned; that such coverage for additional insured shall apply as primary insurance an any
23 other insurance, or self- insurance shall not be cancelled or changed without a minimum of thirty
24 (30) days advance, written notice given to Foundation.
25 In the event County fails to keep in effect at all times insurance coverage as herein
26 provided, the Foundation may, in addition to other remedies it may have, suspend or terminate
27 this Agreement upon the occurrence of such event.
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1 All policies shall be with admitted insurers licensed to do business in the State of
2 California. Insurance purchased shall be purchased from companies possessing a current AM
3 Best Company rating of A FSC VI or better.
4 5. SECTION 20. ENTIRE AGREEMENT, Page 11, lines 5 through 9 of the Agreement, is
5 deleted and replaced with the following:
6 "This Agreement constitutes the entire agreement between the Foundation and County
7 with respect to the subject matter hereof, and supersedes all previous Agreement
8 negotiations, proposals, commitments, writings, advertisements, publications, and
9 understandings of any nature whatsoever unless expressly included in this Agreement.
10 In the event of any inconsistency in interpreting the documents comprising this
11 Agreement, the inconsistency shall be resolved by giving precedence in the following
12 order of priority: (1) the text of this Amendment No. 2, (2) the text of Amendment No. 1,
13 (3) the Agreement including all exhibits, and (3) the exhibits to the Agreement.
14 6. When both parties have signed this Amendment No. 2, the Agreement, Amendment
15 No.1, and this Amendment No. 2 together constitute the Agreement.
16 7. The Foundation represents and warrants to the County that:
17 a. The Foundation is duly authorized and empowered to sign and perform its
18 obligations under this Amendment No. 2.
19 b. The individual signing this Amendment on behalf of the Foundation is duly authorized
20 to do so and his or her signature on this Amendment No. 2 legally binds the
21 Foundation to the terms of this Amendment No. 2.
22 8. The parties agree that this Amendment No. 2 may be executed by electronic signature
23 as provided in this section.
24 a. An "electronic signature" means any symbol or process intended by an individual
25 signing this Amendment No. 2 to represent their signature, including but not limited
26 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
27 (3) an electronically scanned and transmitted (for example by PDF document)
28 version of an original handwritten signature.
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1 b. Each electronic signature affixed or attached to this Amendment No. 2 (1) is deemed
2 equivalent to a valid original handwritten signature of the person signing this
3 Amendment No. 2 for all purposes, including but not limited to evidentiary proof in
4 any administrative or judicial proceeding, and (2) has the same force and effect as
5 the valid original handwritten signature of that person.
6 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
7 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
8 2, Title 2.5, beginning with section 1633.1).
9 d. Each party using a digital signature represents that it has undertaken and satisfied
10 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
11 through (5), and agrees that each other party may rely upon that representation.
12 e. This Amendment No. 2 is not conditioned upon the parties conducting the
13 transactions under it by electronic means and either party may sign this Amendment
14 No. 2 with an original handwritten signature.
15 9. This Amendment No. 2 may be signed in counterparts, each of which is an original, and
16 all of which together constitute this Amendment No. 2.
17 10. The Agreement as amended by this Amendment No. 2 is ratified and continued. All
18 provisions of the Agreement and not amended by this Amendment No. 2 remain in full force
19 and effect.
20 [SIGNATURE PAGE FOLLOWS]
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I The parties are signing this Amendment No. 2 on the date stated in the introductory
2 clause.
3 SH IF FOUNDATION FOR PUBLIC COUNTY OF FRESNO
4 SfE
5 Ur
6 Da h, Chair"man Sal ui fit,J
airman of the Board of
Su ' o e County of Fresno
7 P.O. Box 1512
Fresno, CA 93716 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
g County of Fresno, State of California
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By: 111Jdx,w. t;e,
11 Deputy
12 For accounting use only:
13 Org No.: 31112414
Account No.: 7340
14 Fund No.: 0001
Subclass No.: 10000
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