HomeMy WebLinkAboutAgreement A-25-610 Lease Agreement.pdf Agreement No. 25-610
L-355 Horse Boarding
1 LICENSE AGREEMENT
2 THIS LICENSE AGREEMENT ("License") is made this 9th day of December , 2025,
3 by and between the CITY OF FRESNO, a California municipal corporation, ("LICENSOR"), and
4 the COUNTY OF FRESNO, a political subdivision of the State of California, located at 333 W.
5 Pontiac Way, Clovis, CA 93612 ("LICENSEE"). LICENSOR and LICENSEE may be referred to
6 in this License individually as a "Party" or collectively at times as the "Parties".
7 WHEREAS, LICENSOR leases the property located at 4719 E. Robinson Ave, Fresno,
8 CA 93726 (the "Premises"); and
9 WHEREAS, LICENSOR is willing and able to provide horse boarding services; and
10 WHEREAS, the LICENSEE utilizes horses in the performance of Fresno County Sheriff
11 Department's law enforcement duties, and needs horse boarding services; and
12 WHEREAS, the LICENSEE has inspected the Premises, and is satisfied that it is
13 satisfactory in all respects for the purposes stated in this Agreement; and
14 WHEREAS, the LICENSEE desires to use the Premises to board no more than four(4)
15 horses at the Premises at any one time, and the LICENSOR is willing to allow LICENSEE to use
16 the Premises for the purpose of boarding LICENSEE's horses, and provide certain services, all
17 in accordance with the terms and conditions contained herein.
18 NOW THEREFORE, in exchange for good and valuable consideration, the receipt of
19 which is hereby acknowledged, the parties hereto agree as follows:
20 1. LICENSED PREMISES — LICENSOR leases the Premises, which is real
21 property at 4719 E. Robinson Ave, Fresno, CA 93726, which includes horse
22 stalls and a tack storage area.
23 2. GRANT OF LICENSE —LICENSOR grants to LICENSEE a LICENSE to board
24 four (4) geldings, which are horses (hereinafter referred to as "horses") owned
25 by LICENSEE, at the Premises, as described in section 4 below. In exchange,
26 the LICENSEE shall pay LICENSOR a license fee (hereinafter referred to as
27 "License Fee" or"rent"), as described in Section 5 below.
28 3. TERM —The term of this License shall be for five years, effective on
1
L-355 Horse Boarding
1
2 October 1, 2025 ("Effective Date"), through and including September 30, 2030 (the
3 "Termination Date"). In no event shall this License extend beyond the Termination Date.
4 4. USE —This License allows the LICENSEE to use the Premises for boarding
5 four (4) horses, and storing no more than two (2) horse trailers and two (2)
6 vehicles owned by the LICENSEE. LICENSOR will provide daily cleaning of
7 horse stalls, daily feeding of a minimum of two (2) flakes of alfalfa or grass hay
8 per horse, and up to four (4)flakes of alfalfa or grass hay per horse, daily
9 access to clean, fresh water, and other horse care as needed and identified by
10 LICENSOR's staff. LICENSEE shall strictly comply with all applicable laws,
11 ordinances and regulations in connection with such use.
12 LICENSOR covenants that the Premises are suitable for the intended use. LICENSOR
13 covenants that the Premises are in compliance with all applicable laws, ordinances,
14 and regulations including but not limited to safety regulations, health and building
15 codes, and that the Premises shall remain in such compliance throughout the Term of
16 this License.
17 5. LICENSE FEE— LICENSEE shall pay to LICENSOR without offset, demand, or
18 prior notice, a license fee for its use of the Premises (the "License Fee") on or
19 before the first day of each month in the sum of$450 per horse. If horse(s)
20 require grain or corn for feed, LICENSEE shall pay to LICENSOR an additional
21 $100 per bag. License Fees for any partial months shall be prorated. In no
22 event shall the total License Fees payable under this License exceed $100,000
23 over the entire potential five-year term of this License.
24 6. COMPLIANCE WITH ALL LAWS— LICENSOR and LICENSEE shall comply
25 with all applicable laws, rules and regulations, if any, of governmental
26 authorities having jurisdiction over matters the subject thereof.
27 7. INDEPENDENT CONTRACTOR — In performance of the work, duties and
28
2
L-355 Horse Boarding
1 obligations assumed by LICENSOR under this License, it is mutually
2 understood and agreed that LICENSOR, including any and all of the
3 LICENSOR'S officers, agents, and employees, will at all times be acting and
4 performing as an independent contractor, and shall act in an independent
5 capacity and not as an officer, agent, servant, employee,joint venture, partner,
6 or associate of LICENSEE. Furthermore, LICENSEE shall have no right to
7 control or supervise or direct the manner or method by which LICENSOR shall
8 perform its work and function.
9 Because of its status as an independent contractor, LICENSOR shall have
10 absolutely no right to employment rights and benefits available to the
11 employees of LICENSEE. LICENSOR shall be solely liable and responsible for
12 providing to, or on behalf of, its employees all legally required employee
13 benefits. In addition, LICENSOR shall be solely responsible and save
14 LICENSEE harmless from all matters relating to payment of LICENSOR'S
15 employees, including compliance with Social Security withholding and all other
16 regulations governing such matters. It is acknowledged that during the term of
17 this License, LICENSOR may be providing services to others unrelated to the
18 LICENSEE or to this License.
19 8. TERMINATION —This License Agreement may be terminated at the election of
20 either party at any time upon 30 days written notice to the other. Upon any such
21 termination, all rights and obligations of each party under this License
22 Agreement shall cease as of the date of termination, except for those specific
23 obligations that shall survive termination as set forth herein. On behalf of
24 LICENSEE, the County Administrative Officer or the Director of Internal
25 Services shall have the power to provide such notice and terminate this
26 License.
27 9. HOLD HARMLESS — LICENSOR shall indemnify, hold harmless and defend
28
3
L-355 Horse Boarding
1 licensee and each of its officers, officials, employees, agents and volunteers
2 from any and all loss, liability, fines, penalties, forfeitures, costs and damages
3 (whether in contract, tort or strict liability, including but not limited to personal
4 injury, death at any time and property damage) incurred by licensee,
5 LICENSOR or any other person, and from any and all claims, demands and
6 actions in law or equity (including attorney's fees and litigation expenses),
7 arising or alleged to have arisen directly or indirectly from the negligent or
8 intentional acts or omissions, or willful misconduct of LICENSOR or any of its
9 officers, officials, employees, agents or volunteers in the performance of
10 this Agreement; provided nothing herein shall constitute a waiver by LICENSOR
11 of governmental immunities including California Government Code section 810
12 et seq.
13 Licensee shall indemnify, hold harmless and defend LICENSOR and
14 each of its officers, officials, employees, agents and volunteers from any and all
15 loss, liability, fines, penalties, forfeitures, costs and damages (whether in
16 contract, tort or strict liability, including but not limited to personal injury, death
17 at any time and property damage) incurred by the LICENSOR, licensee or any
18 other person, and from any and all claims, demands and actions in law or equity
19 (including attorney's fees and litigation expenses), arising or alleged to have
20 arisen directly or indirectly from the negligent or intentional acts or omissions, or
21 willful misconduct of licensee or any of its officers, officials, employees, agents
22 or volunteers in the performance of this Agreement; provided nothing herein
23 shall constitute a waiver by licensee of governmental immunities including
24 California Government Code section 810 et seq.
25 In the event of concurrent negligence on the part of LICENSOR or any of
26 its officers, officials, employees, agents or volunteers, and licensee or any of its
27 officers, officials, employees, agents or volunteers, the liability for any and all
28 such claims, demands and actions in law or equity for such losses, fines,
4
L-355 Horse Boarding
1 penalties, forfeitures, costs and damages shall be apportioned under the State
2 of California's theory of comparative negligence as presently established or as
3 may be modified hereafter.
4 This section shall survive termination or expiration of this Agreement.
5 10. INSURANCE —Without limiting the indemnification of each party as stated
6 herein, it is understood and agreed that Licensee and Licensor shall each
7 maintain, at their sole expense, insurance policies or self-insurance programs
8 including, but not limited to, an insurance pooling arrangement and/or Joint
9 Powers Agreement to fund their respective liabilities including general liability,
10 automotive liability, workers' compensation and employers liability as stated
11 below. Evidence of Insurance, e.g., Certificates of Insurance or other similar
12 documentation, shall be provided at the request of either party under this
13 Agreement.
14 11. SURRENDER OF POSSESSION — Upon the expiration or termination of this
15 License, LICENSEE will surrender the Premises to LICENSOR in such
16 condition as that existing at the commencement of this License, less reasonable
17 wear and tear, and less the effects of any breach of LICENSOR'S covenant to
18 maintain. LICENSEE will not be responsible for any damage that LICENSEE
19 was not obligated hereunder to repair.
20 12. RIGHT OF ENTRY— LICENSEE, or its representative(s), shall have the right to
21 enter the Premises at any time.
22 13. AMENDMENT—This License may only be amended in writing, duly authorized
23 and executed by both LICENSEE and LICENSOR without in any way affecting
24 the remainder of this License.
25 14. NON-ASSIGNMENT— LICENSEE shall not assign, transfer or subcontract this
26 License, or the rights or duties under this License, without the prior written
27 consent of the LICENSOR.
28
5
L-355 Horse Boarding
1 15. GOVERNING LAW—Venue for any action arising out of or relating to this
2 License shall be in Fresno County, California. This License shall be governed
3 by the laws of the State of California.
4 16. NOTICES —The persons and their addresses having authority to give and
5 receive notices under this License including the following:
6 LICENSEE: LICENSOR:
7 County of Fresno (L-355) The Licensor of Fresno
Director of Internal Services Fresno Police Department
8 333 W. Pontiac Way 905 N. Fulton Street
9 Clovis, CA 93612 Fresno, CA 93728
(559) 600-6200 (559) 621-2117
10
11 All notices between LICENSEE and LICENSOR provided for or permitted under
12 this License must be in writing and delivered either by personal service, by first-
13 class United States mail, or by an overnight commercial courier service. A
14 notice delivered by personal service is effective upon service to the recipient. A
15 notice delivered by first-class United States mail is effective three business days
16 after deposit in the United States mail, postage prepaid, addressed to the
17 recipient. A notice delivered by an overnight commercial courier service is
18 effective one business day after deposit with the overnight commercial courier
19 service, delivery fees prepaid, with delivery instructions given for next day
20 delivery, addressed to the recipient. For all claims arising out of or related to this
21 License, nothing in this section establishes, waives, or modifies any claims
22 presentation requirements or procedures provided by law, including but not
23 limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
24 Code, beginning with section 810).
25 17. AUDITS AND INSPECTIONS — If this License exceeds $10,000, LICENSOR
26 shall be subject to the examination and audit of the California State Auditor for a
27 period of three years after final payment under contract (Government Code
28 Section 8546.7).
6
L-355 Horse Boarding
1 18. DISCLOSURE OF SELF DEALING TRANSACTIONS —This provision is only
2 applicable if the LICENSOR is operating as a corporation (a for-profit or non-
3 profit corporation) or if during the term of this License, the LICENSOR changes
4 its status to operate as a corporation.
5 Members of LICENSOR'S Board of Directors shall disclose any self-
6 dealing transactions that they are a party to while LICENSOR is providing
7 goods or performing services under this License. A self-dealing transaction shall
8 mean a transaction to which the LICENSOR is a party and in which one or more
9 of its directors has a material financial interest. Members of the Board of
10 Directors shall disclose any self-dealing transactions that they are a party to by
11 completing and signing a Self-Dealing Transaction Disclosure Form Exhibit"A",
12 attached hereto and by this reference incorporated herein, and submitting it to
13 the County of Fresno prior to commencing with the self-dealing transaction or
14 immediately thereafter.
15 19. COUNTERPARTS —This License may be executed in one or more
16 counterparts (which may be facsimile or .pdf e-mail counterparts followed by
17 originals), each of which will be deemed an original and all, taken together, will
18 constitute one and the same instrument.
19 20. ENTIRE AGREEMENT—This License, and the exhibits attached hereto and
20 incorporated herein by reference, constitutes the entire License between the
21 LICENSOR and LICENSEE with respect to the subject matter hereof, and
22 supersedes all prior licenses, negotiations, proposals, commitments, writings,
23 advertisements, publications, and understandings of any nature whatsoever,
24 unless expressly referenced in this License.
25 [SIGNATURES FOLLOW ON NEXT PAGE.]
26
27 IN WITNESS WHEREOF, the parties hereto have executed this License as of the day
28 andyear first hereinabove written.
7
L-355 Horse Boarding
1 LICENSOR: LICENSEE:
CITY OF FRESNO, COUNTY OF FRESNO, a political subdivision
2 A California municipal corporation of the State of California
3 '
4 By: By
Ge rg anne A. White Ernest Buddy Me es, Chairman of the
5 Citykobnager Board of Supervisors of the County of
Fresno
6
Byk Attest:
7 Nlindy C Bernice E. Seidel
Chief of Police Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 APPROVED AS TO FORM:
ANDREW JANZ
10 City Attorney By: (t _j)U1
Deputy
11 By. 1.�..__� %% A131a5
Jennifer M. Wharton Date
12 Deputy City Attorney
13 ATTEST:
14 TODD STERMER, MMC
City Clerk
15
By:
16 DeputyCb1te-l-+e ate
�exe6,06
17
905 N. Fulton Street
18 Fresno, CA 93728
19
20 FOR ACCOUNTING USE ONLY:
21 ORG: 31113245
Account: 7340
22 Fund: 0001
Subclass: 10000
23
24
25 Attachment: Exhibit A
26
27
28
8
Self-Dealing Transaction Disclosure Form
Exhibit A
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Mail the completed form to: County of Fresno
Attn: License Services (L-355)
Internal Services Department
333 W. Pontiac Way
Clovis, CA 93611
A-1
Exhibit A
(1) Company Board Member Information:
Name: Date:
Job Title: '
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code §5233 (a)
(5)Authorized Signature
Signature: Date:
A-2