HomeMy WebLinkAboutAgreement A-24-549 License Agreement with City of Fresno.pdf Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
Agreement No. 24-549
LICENSE AGREEMENT
This License Agreement(Agreement) is entered into on October 22 , 2024 (the
Effective Date), by and between the City of Fresno, a California municipal corporation,
(Licensee), and County of Fresno, a political subdivision of the State of California
(Licensor).
1. Property. Licensor is the owner of certain real property situated in the City of
Fresno, located at APN: 47102001T, 4535 E. Hamilton Ave., Fresno, CA 93702
(Property) as depicted in Exhibit A, attached and incorporated by this reference.
2. Grant of License. Licensor grants to Licensee a revocable license (License) to
allow Licensee's service provider, Gracebound, Inc., to provide mobile shower services
(Services) at the Property to individuals that Licensee or Gracebound, Inc. determine to
be unhoused. In this Agreement, any reference to "Licensee" shall also apply to
Gracebound, Inc., or any other subcontractor that Licensee may use to provide the
Services.
A. Licensee shall be present at all times that the Services are provided, and
shall provide sufficient staffing to ensure the safety of all users of the
Services, as well as any other persons present on the Property.
B. Licensee shall ensure that no more than six (6) users of the Services shall
be onsite the Property at a time.
C. The days and hours of operation for the Services at the Property shall be
one (1) day per week from 8:00 a.m. to 1:00 pm.
D. Licensee shall ensure that while the Property is used for the Services, no
illegal activities, including but not limited to violations of law, use of illegal
drugs, or violence, shall be allowed on the Property.
E. Licensee shall ensure that no dogs, pets, or other animals, other than
service animals, as defined under the Americans with Disabilities Act, shall
be allowed on the Property.
F. Licensee shall be responsible for the behavior of all persons on the Property
during the provision of the Services, including subcontractors, employees,
guests, and users of the Services.
G. Licensee or its service provider, shall clean up all waste, garbage, shopping
carts, debris, and any other property from the Property on the day(s)
Services are provided, during the Term of this License, and shall ensure the
Property is kept in a clean state. Licensee shall maintain the Property in as
good a condition as it was as of the Effective Date.
3096760v]/18621 0001 1
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
H. Licensee may not use the Property for any other purpose or business
without obtaining Licensor's prior written consent.
I. Licensee shall not interfere with Licensor's operations on or about the
Property.
3. Improvements. The Licensor shall not construct, or provide funding for any
improvements on the Property. Licensee or Gracebound, Inc., may construct
improvements, including sewer and water connections on the Property only after
receiving prior written consent from Licensor. In installing any improvements, Licensee
must use reasonable care, and may not unreasonably increase the burden on the
Property. If Licensee makes any improvements, all improvements shall be removed and
the Property will be returned back to its original state, as of the Effective Date, at
termination or expiration of this Agreement.
4. Right of Entry. Licensor, or its representatives, shall have the right to enter the
Property at any time to inspect the Property. The normal business of Licensee shall not
be disturbed.
5. Non-Assignment. Neither party shall assign, transfer, or subcontract this
Agreement nor their rights or duties under this Agreement without the prior written
consent of the other party. Any attempt to assign the License shall automatically terminate
it. No legal title or leasehold interest in the Property is created or vested in Licensee by
the grant of this License.
6. Term. The term of this Agreement shall be six (6) months from the Effective Date
of this License (Term). The Term may be renewed for a period of six (6) months if
Licensee requests such a renewal at least thirty (30) days prior to the expiration of the
term. If Licensor does not provide written acceptance of the request for renewal, this
Agreement automatically terminates on the last date of the Term.
7. Termination. Licensor may terminate this Agreement at any time by delivering a
written termination notice to Licensee at least seven (7) days prior to the termination date
specified in the notice.
8. Notice of Termination. After receipt of a notice of termination from Licensor, on
or before the effective date of termination specified in that notice, or at the end of the
Term, as described in section 7, Licensee shall remove all of Licensee's personal property
from the Property and shall surrender possession of the Property to Licensor in good
order and repair to the satisfaction of Licensor, normal wear and tear excepted.
9. Enforcement of Agreement. If Licensee defaults on any of the covenants or
agreements contained in this Agreement, Licensor shall give written notice of such default
to Licensee, and Licensee shall have fifteen (15) days to cure such default. If Licensee
3096760vl/18621,0001 2
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
does not cure the default within fifteen (15) days, Licensor may, at its option, at any time
after such default or breach and without any demand on or notice to Licensee or to any
other person, of any kind whatsoever, reenter and take possession of the Property and
remove all persons or property therefrom, and Licensee waives any legal remedy to
defeat Licensor's rights and possessions hereunder. However, nothing contained herein
shall prevent Licensor from seeking any other legal or equitable remedies in a court of
law which arise from such breach or default.
10. Compliance With All Laws. Licensee shall comply with all laws in its use of the
Property.
11. Insurance Requirements. Licensee shall comply with all the insurance
requirements in Exhibit B to this Agreement.
12. Independent Contractor. In performance of the work, duties and obligations
assumed by Licensee under this Agreement, it is mutually understood and agreed that
Licensee, including any and all of the Licensee'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 venturer,
partner, or associate of the Licensor. Furthermore, Licensor shall have no right to control
or supervise or direct the manner or method by which Licensee shall perform its work and
function. However, Licensor shall retain the right to administer this Agreement so as to
verify that Licensee is performing its obligations in accordance with the terms and
conditions of the Agreement.
Licensee shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent contractor, Licensee shall have absolutely
no right to employment rights and benefits available to Licensor's employees. Licensee
shall be solely liable and responsible for providing to, or on behalf of, its employees all
legally-required employee benefits. In addition, Licensee shall be solely responsible and
save Licensor harmless from all matters, except for Licensor and Licensor's employee's
gross negligence and/or willful misconduct, relating to payment of Licensee's employees,
including compliance with Social Security withholding and all other regulations governing
such matters.
13. Indemnification.
A. Licensee assumes all responsibility for any and all risk of property loss, property
damage or bodily injury that Licensee may sustain while using the Property,
including the use of equipment and facilities of Licensor, and Licensor does not
guarantee the safety or safe storage of Licensee's equipment.
B. The Licensee shall indemnify and hold harmless and defend the Licensor
(including its officers, agents, employees, and volunteers) against all claims,
3096760v1/186210001 3
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
demands, injuries, damages, costs, expenses (including attorney fees and costs),
fines, penalties, and liabilities of any kind to the Licensor, the Licensee, or any third
party that arise from or relate to the performance or failure to perform by the
Licensee (or any of its officers, agents, subcontractors, or employees), Licensee's
guests, including but not limited to users of the Services, under this Agreement.
The Licensor may conduct or participate in its own defense without affecting the
Licensee's obligation to indemnify and hold harmless or defend the Licensor.
C. The provisions of this Section 13 shall survive termination or expiration of this
Agreement.
14. Notice. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if delivered
personally or deposited into the United States mail, with postage prepaid, at the following
addresses:
For the County:
County Administrative Officer
County of Fresno
2281 Tulare Street, Suite 304
Fresno, CA 93721
For the City:
Joe Pasillas, Housing & Neighborhood Revitalization Manager
City of Fresno
2600 Fresno Street
Fresno, CA 93721
Either party may change the notice information by giving notice to the other party pursuant
to this section 14. For all claims arising from or related to this Agreement, nothing in this
Agreement establishes, waives, or modifies any claims presentation requirements or
procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1
of the Government Code, beginning with section 810).
15. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding, however, any
conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes
of the filing of any action regarding the enforcement or interpretation of this Agreement
and any rights and duties hereunder shall be Fresno County, California.
16. Severability. The provisions of this Agreement are severable. The invalidity or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
17. Amendment. This Agreement may be amended in writing by the mutual consent
of the parties without in any way affecting the remainder.
3096760v1/18621.0001 4
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
18. Authority. Each individual executing this Agreement on behalf of Licensee
represents and warrants that that individual is duly authorized to execute and deliver this
Agreement on behalf of Licensee, and that this Agreement is binding upon Licensee 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).
19. Potential Possessory Interest. In accordance with Revenue and Taxation Code
§ 107.6, in the event it is ever determined that Licensee has a taxable possessory interest
as a result of this License Agreement, including the License granted herein, Licensee
agrees to pay any property tax which may be levied. In this respect, Licensee understands
that Licensee's activities are on property owned by Licensor, a tax-exempt public agency,
that Licensee may be subject to property taxation, and that Licensee (the entity in whom
any potential possessory interest may vest) may be subject to the direct payment of
property taxes levied on any such interest.
20. No Third-Party Beneficiaries. This Agreement does not and is not intended to
create any rights or obligations for any person or entity except for the parties.
21. No Waiver. Payment, waiver, or discharge by the Licensor of any liability or
obligation of the Licensee under this Agreement on any one or more occasions is not a
waiver of performance of any continuing or other obligation of the City and does not
prohibit enforcement by the County of any obligation on any other occasion.
22. Counterparts. This Agreement may be signed in counterparts, each of which is
an original, and all of which together constitute this Agreement.
23. Entire Agreement. This Agreement constitutes the entire agreement between
Licensor and Licensee relating to the License. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force
and effect. Any amendment to this Agreement shall be of no force and effect unless it is
in writing and signed by Licensor and Licensee.
[Signatures follow on the next page.]
3096760vl/18621.0001 5
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
Licensee: Licensor:
CITY OF FRESNO, COUNTY OF FRESNO
A Ca7tAQ
F�itftipal corporation
By. 5gC09RA974430 _
Georgeanne White
CityManager
�.
g Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
APPROVED AS TO FORM:
ANDREW Z Attest:
City Att ey Bernice E. Seidel
lit Clerk of the Board of Supervisors
By: 23 q County of Fresno, State of California
Kel a Seib ate
Dep City Attorney II '
ATTEST: Deputy
TODD STERMER, CMC
City Clerk
DocuSigned by:
By: fi� G(our 9/17/2024
�A1388820964E3.- Date
Deputy
3096760v1/18621.0001 6
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
Legend I N&Os M f
BUTLER
--'— - _ - BUTLER
Subject Parcel
� I
� � rrr � rrr � Q
- 1
_ .
W
z r `
Its
VICINITY MAP
Co EXHIBT A - LOCATION MAP N
. A
APN. 47412001T 2024
Q BS O o o n3 007
Prepared by:County of Fresno,Department of Public Works and Planning,Development Services Division 7
Person Prepared by:chuvang
On Date:4/18/2024 o 200 41)
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
Exhibit B
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Molestation Liability. Sexual abuse/molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
If the Contractor is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2)the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
D-1
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
Exhibit B
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E)Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
D-2
Docusign Envelope ID:4950CC73-9CA5-4587-B76A-442CB0309418
Exhibit B
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3