HomeMy WebLinkAboutAgreement A-18-538 with Fresno CityCounty Historical Society.pdf1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT WITH FRESNO CITY/COUNTY HISTORICAL SOCIETY This AGREEMENT is made and entered into this __ day of ______ _, 2018 ("Effective Date"), between the COUNTY OF FRESNO, a political subdivision of the State of California, hereinafter referred to as the "COUNTY" and the Fresno City & County Historical Society, a California non-profit corporation, hereinafter referred to as "CONTRACTOR." WITNESS ETH: WHEREAS, the CONTRACTOR was and is organized for the purposes, among others, of developing, enhancing, and maintaining the cultural, historical and social resources of Fresno County and is an experienced organization devoted to such purposes; and WHEREAS, the COUNTY desires to secure the services of CONTRACTOR for the purpose of further developing, enhancing and maintaining these resources, and making them accessible to the residents and visitors of Fresno County; and WHEREAS, the services described to be conducted by the CONTRACTOR at the Kearney Mansion Museum Complex, are deemed by the Board of Supervisors to be necessary to meet the social needs of the population of Fresno County pursuant to Government Code Section 26227. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. CONTRACTOR'S DUTIES A. It is hereby agreed by and between the parties that CONTRACTOR will, for the support services and other consideration stated in this Agreement, undertake and complete the services as hereinafter set forth by developing, enhancing, maintaining and making known the advantages of cultural, historical, or social resources of Fresno County. 8. The CONTRACTOR will continue the administration and operation of the Kearney Mansion Museum Complex. The boundary of the Kearney Mansion Museum Complex is shown in Exhibit A, attached and incorporated by this reference. In furtherance of such efforts, CONTRACTOR will maintain a historical artifacts collection as well as archival material on local history. Public presentations, newsletters, and historical resource information will also be provided by CONTRACTOR. 18-0725Agreement No. 18-53811thSeptember
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 C. CONTRACTOR shall have possession of the Kearney Mansion Museum Complex during the term of this Agreement, and shall maintain and operate the same as a historical museum, as provided herein. D. CONTRACTOR shall at its own expense provide a curator who will oversee the operation of the Kearney Mansion Museum Complex as a historical museum. E. CONTRACTOR shall be responsible for and, at its own expense provide for all upkeep, maintenance, and repairs to the interior and exterior of the buildings and grounds within the Kearney Mansion Museum Complex boundary for all items not otherwise the responsibility of the COUNTY, as set forth in Section 2(8). below. F. CONTRACTOR may charge a reasonable fee for public admission to the Kearney Mansion Museum Complex. CONTRACTOR may retain the funds so received, provided that these funds shall be devoted to and expended for the promotion, -development, operation, or maintenance of the Kearney Mansion Museum Complex, and the preservation of the artifact and archival collections. It is agreed that the CONTRACTOR will keep records documenting all such admission fees received by CONTRACTOR and all net revenues, including Sales revenue, from events held in Kearney Park other than CONTRACTOR's annual Living History Event ("Living History Event"). CONTRACTOR shall prepare and provide to the COUNTY an annual statement of all such revenues received and all expenditures incurred by CONTRACTOR for the promotion, development, operation, and maintenance of the Kearney Mansion Museum Complex. Revenues reported in the annual statement should specifically identify all admission fees, Events revenue and the amounts funded by the COUNTY pursuant to Section 2(A) below. CONTRACTOR agrees to keep complete records of expenditures related to the aforementioned activities, and shall require any subcontractor to keep similar records. G. CONTRACTOR shall be allowed use of the COUNTY's Graphic Communications staff services for production of printed materials used in carrying out the mission of maintaining the cultural and historical resources of Fresno County. These services will be provided at the then-current rates developed and approved by the COUNTY of Fresno Auditor-Controller/Treasurer-Tax Collector's Office, which are set forth as follows for the COUNTY'S 2018-19 Fiscal Year: 2
1 2 3 4 5 6 7 8 9 10 11 12 1. Graphics 2. Printing 3. Bindry 4. Quick Copy -Xerox 5. Color Copy Service $71.24 per hour plus cost of store supplies. $71.24 per hour plus cost of store supplies and outside direct labor. $71.24 per hour plus cost of store supplies. $.03 per copy plus any direct labor at Printing hourly rate. $.50 per copy plus any direct labor at Printing hourly rate. based NOTE: The above rates are subject to change without notice to CONTRACTOR, on final approved rates applicable to each COUNTY fiscal year covered under this Agreement. H. CONTRACTOR shall prepare an inventory of the contents of the Kearney 13 Mansion Museum Complex, recording the personal property which is owned by the Kearney 14 estate, the personal property which is owned by the COUNTY, and that which is owned by 15 CONTRACTOR. COUNTY shall receive a copy of the completed prior to September 15, 2018 16 and again once every five (5) years thereafter provided that this Agreement, or a successor to 17 this Agreement, is then in effect. 18 19 20 21 22 23 24 25 I. Beginning September 11, 2018, CONTRACTOR shall be entitled to the exclusive use of Kearney Park to conduct one or more annual Events ("Events") promoting significant historical events. Such exclusive use shall be subject to the terms and conditions of this Agreement, including such terms and conditions as set forth in Exhibit B, attached and incorporated by this reference. CONTRACTOR shall appropriate all net revenues, including Sales revenue, from Events other than the Living History Event to the maintenance and upkeep of the Kearney Mansion Museum Complex. 2. COUNTY'S DUTIES A. COUNTY shall pay CONTRACTOR the amounts adopted by the Board of 26 Supervisors each Fiscal Year in the Interest and Miscellaneous Expenditures Org. 2540, and in 27 Parks and Grounds Org. 7910, specified in Section 3 "Compensation" below, to be used 28 3
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 exclusively to help fund the operation and maintenance of the Kearney Mansion Museum Complex. B. Contingent upon available funding, in the determination of the COUNTY, the COUNTY agrees to perform the following: i. ii. iii. iv. COUNTY agrees that it will provide necessary and appropriate permanen improvements to the grounds of the Kearney Mansion Museum Complex as may be necessary, in the determination of COUNTY, to allow public access to the Kearney Mansion Museum Complex and provide for the convenience of the public, including roads, parking lot, rest rooms, sidewalks and fences. COUNTY agrees that it will maintain the grounds adjacent to the Kearney Mansion Museum Complex including adjacent streets. COUNTY agrees that it will provide utilities for the Kearney Mansion Museum Complex, including water and electricity. The COUNTY shall also provide a security alarm system for the Kearney Mansion Museum Complex. COUNTY agrees that it will maintain the Kearney Mansion Museum Complex heating ventilation and air conditioning system and major plumbing and electrical systems (such as main sewer and water lines and main electrical breaker panels) as may be necessary, in the determination of COUNTY, to allow public access to the Kearney Mansion Museum Complex. C. If repairs are required in the determination of the COUNTY and funding for such repairs is unavailable, COUNTY will inform CONTRACTOR and may require that CONTRACTOR close the parts of the Kearney Mansion Museum Complex that are deemed by the COUNTY to be a health or safety hazard until funding is appropriated and/or the repairs are completed. If there is a health or safety issue that the COUNTY cannot address due to a lack of funds, CONTRACTOR has the right to make emergency repairs. Any expenses incurred by CONTRACTOR to address those health and safety issues within the complex will be reimbursed by the COUNTY when funds are available. 4
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. COMPENSATION/INVOICING COUNTY agrees to pay $19,325 per year of this Agreement to CONTRACTOR. The total amount to be paid under this Agreement for the possible ten (10) year term of this Agreement shall not exceed $193,250. It is agreed that CONTRACTOR shall be entitled to the total annual amount payable for each year under this Agreement upon annual submission by CONTRACTOR of invoices on or about October 1, of each year to: The Fresno County Administrative Office, 2281 Tulare Street, Room 304, Fresno, CA 93721 requesting payment of the annual amounts budgeted by the COUNTY for the operation and maintenance of the Kearney Mansion Museum Complex as provided in Section 2(A) above. One invoice will be for the annual amount budgeted under the Parks and Grounds Org. 7910. The second invoice will be for the annual amount budgeted under the Interest and Miscellaneous Expenditures Org. 2540. Notwithstanding any of the foregoing, it is understood and agreed that COUNTY may elect to withhold payment of any invoiced amounts until such time as CONTRACTOR provides any inventory due in accordance with Section 1 (H). 4. INSURANCE PROVIDED BY CONTRACTOR Without limiting the COUNTY's right to obtain indemnification from 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 shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, product liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this Agreement. All requests for specific coverages shall be made in writing and CONTRACTOR shall have a reasonable time consisting of not less than thirty (30) days to obtain the requested coverage. B. Automobile Liability. Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five Hundred Thousand Dollars ($500,000) per accident, and for property damages of not less than Fifty Thousand Dollars ($50,000), or such coverage with a combined single limit of 5
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 One Million Dollars ($1,000,000). Coverage shall include owned, hired, and non-owned vehicles used in connection with this Agreement. C. Professional Liability. If CONTRACTOR employs licensed professional staff, (e.g. Ph.D., RN., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) annual aggregate. CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this Agreement, one or more policies of professional liability insurance with limits of coverage as specified herein. The parties acknowledge that CONTRACTOR does not employ licensed professional staff, and therefore, this coverage shall not be provided unless and until CONTRACTOR engages such staff. D. Worker's Compensation. A policy of Worker's Compensation insurance as may be required by the California Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents, and employees shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days prior written notice given to COUNTY. Within thirty (30) days from the date that CONTRACTOR executes this Agreement, CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the foregoing policies, as required herein, to the County of Fresno, County Administrative Office, 2281 Tulare Street, Room 304, Fresno, CA 93721, stating that such insurance coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall 6
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. All such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 5. INSURANCE PROVIDED BY COUNTY The COUNTY shall provide property coverage against loss of or damage to Kearney Mansion and appurtenant structures from fire or other casualty, except earthquake and flood. Such insurance coverage shall not extend to personal property of CONTRACTOR which is lost or damaged while such property is located in the mansion, appurtenant structures or elsewhere. The COUNTY may fulfill this insurance requirement through the purchase of insurance or a program of self-insurance or a combination thereof. 6. INDEMNIFICATION A. CONTRACTOR shall indemnify, hold harmless, and, at COUNTY's request, defend COUNTY, including its officers, employees, and agents against and from any and all liabilities, claims, demands, suits, proceedings, complaints, losses, damages, and costs and expenses (including attorney's fees, costs, and expenses) of every type or nature occurring or resulting to COUNTY in connection with CONTRACTOR's performance, or failure to perform, under this Agreement, or the. performance or failure to perform of anyone directly or indirectly employed, engaged, or directed by CONTRACTOR, including its contractors, officers, agents, employees, or volunteers, and against and from any and all liabilities, claims, demands, suits, proceedings, complaints, losses, damages, and costs and expenses (including attorney's fees, costs, and expenses) of every type or nature occurring or resulting to any person, firm, entity, or corporation who may be injured or damaged by CONTRACTOR's performance, or failure to perform, under this Agreement, or by the performance or failure to perform of anyone directly or 7
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 indirectly employed, engaged, or directed by CONTRACTOR, including its contractors, officers, agents, employees, or volunteers. B. The COUNTY shall indemnify and defend CONTRACTOR, its officers, agents and employees, from loss due to bodily injury or property damage sustained by members of the public which results from incidents occurring on the premises of Kearney Park that are unrelated to CONTRACTOR's performance or failure to perform under this Agreement as described in CONTRACTOR's indemnity and defense of COUNTY, including its officers, employees, and agents, set forth in Section 6(A) hereinabove. C. The provisions of this Section 6 shall survive the termination of this Agreement. D. Notwithstanding any of the foregoing provisions of this Section 6, it is understood and agreed to by CONTRACTOR that subsection 6(8) above applies only to the CONTRACTOR'S administration and operation of the Kearney Mansion Museum Complex and shall not apply to CONTRACTOR's exclusive use of Kearney Park for purposes of conducting any historical reenactments or other such events as described in Section 1 (I) above or in Exhibit B to this Agreement. 7. INDEPENDENT CONTRACTOR In performance of the work, duties and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR's contractors, officers, agents, employees, and volunteers, 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 venture, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matter the subject thereof. Because of its status as an independent contractor, CONTRACTOR waives any and all employment rights and benefits available to COUNTY employees. CONTRACTOR 8
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees, including compliance with Social Security, withholding, and all other regulations governing such matter. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to this Agreement. 8. MODIFICATION This Agreement may be amended only with the mutual written consent of the parties. 9. TERM The term of this Agreement shall begin on September 11, 2018, and shall continue in full force and effect until September 30, 2023, unless it is terminated earlier as hereinafter provided. Upon the mutual agreement of the parties, this Agreement may be extended an additional five (5) years through September 30, 2028. 10. TERMINATION A. Without Cause. This Agreement may be terminated without cause at any time by either of the parties by written notice thereof delivered to the other party thirty (30) days prior to such termination. B. Non-Allocation of Funds. The terms of this Agreement, and the services to be provided hereunder, are contingent upon the approval of funds by the appropriating government agency. Should sufficient funds not be allocated by COUNTY's Board of Supervisors, the services provided, and compensation paid therefor, may be modified, or this Agreement terminated at any time by COUNTY giving CONTRACTOR thirty (30) days' prior written notice. In the event of a modification of services to be performed by CONTRACTOR and compensation payable by COUNTY under this Agreement, such modifications shall be set forth in an amendment to this Agreement, executed by the parties, which states that CONTRACTOR shall refund to COUNTY that portion of funds advanced but not earned for the remainder of the term of this Agreement. C. Breach. COUNTY, upon giving written notice to CONTRACTOR, may immediately suspend or terminate this Agreement in whole or in part, where in the determination 9
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of COUNTY there is on the part of CONTRACTOR any of the following: 1. An illegal or improper use of funds; 2. A failure to comply with any term of this Agreement; 3. A substantially incorrect or incomplete report submitted to COUNTY; or 4. Improperly performed service. In no event shall any payment by COUNTY to CONTRACTOR under this Agreement constitute a waiver by COUNTY of any breach of this Agreement by CONTRACTOR, or any default which may exist on the part of CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall promptly refund any such funds· upon demand. D. Return of Funds Upon Termination. In addition to COUNTY's rights under subsections 1 0(A-C), above, if this Agreement is terminated early, CONTRACTOR shall refund to COUNTY all funds received from COUNTY under this Agreement between October 1 of the contract year the Agreement is to be terminated and the effective date of termination, except that one-twelfth of said funds shall be retained by CONTRACTOR for each full month between said October 1 and the effective date of termination, unless COUNTY determines such funds were not expended in accordance with the terms of this Agreement. 11. NON-ASSIGNMENT There shall be no assignment by CONTRACTOR of any of its rights or any transfer or delegation of any of its duties or obligations under this Agreement without prior written approval of the COUNTY. 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS Members of CONTRACTOR's Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this Agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material financial 10
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form , attached as Exhibit C, and incorporated by this reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 13. AUDITS AND INSPECTIONS CONTRACTOR shall at any time during business hours, and as often as COUNTY may deem necessary, make available to COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR's compliance with the terms of this Agreement. If this Agreement exceeds ten thousand dollars ($10,000), CONTRACTOR shall be subject to the examination and audit of the California State Auditor for a period of three (3) years after final payment under contract (Government Code Section 8546. 7). 14. GOVERNING LAW Venue for any action arising out of or relating to this Agreement shall only be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. 15. NOTICES The persons and their addresses having authority to give and receive notices under this Agreement include the following: COUNTY: CONTRACTOR: COUNTY OF FRESNO County Administrative Officer County Administrative Office 2281 Tulare Street, Room 304 Fresno, California 93721 FRESNO CITY & COUNTY HISTORICAL SOCIETY Executive Director 7160 W. Kearney Boulevard Fresno, California 93706 Any and all notices between COUNTY and CONTRACTOR provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal services, when 11
1 deposited in the United States Mail, postage prepaid , addressed to such party . Any notices
2 provided under this Agreement are not amendments to this Agreement.
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16 . ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all
previous negotiations , proposals , commitments , writings , advertisements , publications , and
understandings of any nature whatsoever unless expressly included in this Agreement.
IN WITNESS WHEREOF , the parties have executed this Agreement as of the day and
year hereinabove written .
FRESNO CITY & COUNTY COUNTY OF FRESNO
11 HISTORICAL SOCIETY
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18 7160 WEST KEARNEY BOULEVARD
FRESNO, CALIFORNIA 93706
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BUDGET ORG : 2540 & 7910
21 ACCT NO . 7818 & 7220
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ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By ~~•¼
Deputy
Exhibit A
"Kearney Mansion Museum Complex Boundary"
Warehouse
(A portion used
by society for
temperature
controlled storage)
N
W*E
s
S:IGIS Projects\Keamey Park\Template_B142012.mxd
8114/2012
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit B TERMS AND CONDITIONS REGARDING EXCLUSIVE USE EVENTS CONTRACTOR desires to conduct an annual Living History Event and other historical Events at Kearney Park; and COUNTY desires to make Kearney Park available to CONTRACTOR for the Events under both the general terms and conditions of this Agreement and the specific terms and conditions as set forth below in this Exhibit B: 1. PERMISSION TO USE: Subject to the terms and conditions of this Agreement, CONTRACTOR shall be entitled to the exclusive use of Kearney Park to conduct one or more Events each year, effective January 1, 2019, as approved by the Director of the Department of Public Works and Planning or his designee ("Director"), provided that Kearney Park, at all times during the Events, shall be open to all members of the public under the same terms and conditions of persons who are invited by, or otherwise allowed by CONTRACTOR, to attend or participate in the Events. In conjunction with these Events, CONTRACTOR shall be solely responsible for providing all adequate and appropriate staffing, equipment, and supplies to set-up, operate, breakdown, clean up (both during the Events and upon their conclusion), and administratively coordinating the Events. CONTRACTOR shall be the responsible sponsor of the Events. CONTRACTOR may enlist the assistance of or contract with other sponsors for the Events, but shall remain responsible for all of its obligations under this Agreement. The Events dates shall be mutually agreed upon by COUNTY and CONTRACTOR. COUNTY is not responsible if inclement weather affects or otherwise prevents CONTRACTOR from holding the Event on the date stated. CONTRACTOR represents that it anticipates an attendance of approximately 15,000 persons at each Event. 2. EVENT COMPENSATION: A. CONTRACTOR shall make the following payments, in full, to the COUNTY no later than thirty (30) days prior to the date of an Event. (i) Fifty percent (50%) of the Kearney Park Entire Park Per Day fee, as specified in the updated Master Schedule of Fees, Section 1509, which is non-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 refundable; and (ii) One hundred percent ( 100%) of the per day deposit as specified in the updated Master Schedule of Fees, Section 1509, for a cleanup/ damage deposit which is refundable, provided however, such deposit shall not be refunded to the extent that (i) the COUNTY shall be required to, and incurs costs or expenses to clean up Kearney Park, or otherwise repair any damage to Kearney Park, in connection with the Event. Such amount of the deposit shall not be a limit on CONTRACTOR's obligations to clean up, repair, or otherwise replace any damage to Kearney Park caused in connection with the Event. All payments by CONTRACTOR to COUNTY shall be made and delivered to Fresno County Parks, 2220 Tulare Street, 6th Floor, Fresno, CA 93721. B. If CONTRACTOR fails to fully pay any of the foregoing amounts to COUNTY within the time specified above, then: (i) COUNTY shall have the sole right to immediately terminate the exclusive use of Kearney Park for the Events, upon written notice given by the Director, to CONTRACTOR, and (ii) COUNTY shall be entitled to retain any of such funds already paid, if any, and CONTRACTOR shall remain liable to COUNTY for full payment of all of such amounts, and for any other damages caused to COUNTY. 3. ENTRANCE FEES: The County will not charge its usual $5.00 vehicle entrance fee during the dates of the Events. CONTRACTOR may collect a reasonable fee for entry into Kearney Park during the dates of the Events, and such fee is neither approved nor disapproved of by COUNTY. CONTRACTOR may appropriate such net revenue from such entrance fees at its annual Living History Event as CONTRACTOR sees fit. CONTRACTOR shall appropriate such net revenue from entrance fees at any other Events it conducts under this Agreement to the upkeep of the Kearney Mansion Museum Complex, as more fully specified in section 1 (I) of the Agreement. 4. SECURITY, TRAFFIC CONTROL, PARKING, RUBBISH AND SANITARY FACILITIES: A. CONTRACTOR shall be solely responsible for 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 providing crowd control by making adequate and appropriate arrangements for security to ensure the safety of all persons in and around Kearney Park during the days of the Events. In this regard, CONTRACTOR shall, without any cost or expense to COUNTY, provide all necessary security and traffic control on the days of the Events, sufficient, as determined by the Fresno County Sheriff's Department and the California Highway Patrol, to ensure the safety of all patrons, Event participants, invitees and members of the public who come into Kearney Park, and County staff. CONTRACTOR also shall be responsible for providing adequate and appropriate traffic and parking control. B. CONTRACTOR shall provide an adequate number of clean, portable toilets (stocked with appropriate paper supplies) and hand washing stations (stocked with appropriate paper supplies and soap) in the Events area, as determined by the County's Resources Manager. C. CONTRACTOR shall be responsible for providing, at its sole expense, adequate dumpsters for disposal of all refuse generated by the Events, and litter and debris control. CONTRACTOR shall also provide, at its own expense, any additional personnel, trash cans, equipment and supplies needed, over and above the COUNTY'S normal and customary operation for making Kearney Park available to CONTRACTOR as set forth in Section 6 of this Exhibit B, in order to maintain Kearney Park in a safe, clean, attractive and orderly condition during the Events. CONTRACTOR shall provide, at its sole expense, containers for recycling. CONTRACTOR shall dispose of recycled material at an approved recycling facility. 5. CONSTRUCTION OF FACILITIES, STRUCTURES, TENTS AND CONCESSION STANDS: A. CONTRACTOR, upon the pre-approval of COUNTY and at CONTRACTOR's sole expense, shall be allowed to construct and maintain in Kearney Park, during the Events, such temporary facilities and structures as are necessary for conducting the Events including, but not limited to, fences, barriers, grandstands and signs, provided however, such temporary facilities and structures shall not cause any damage to Kearney Park. B. CONTRACTOR shall also be and is hereby granted 3
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 permission to erect tents, concession stands, or both, during the Events, provided however, such temporary facilities and structures shall not cause any damage to Kearney Park. C. All construction and installation, including electrical hook-ups, shall be made by CONTRACTOR and at CONTRACTOR'S sole expense, and shall always be done in a good workmanlike manner, with appropriate equipment, supplies and materials, by properly skilled personnel, who shall have California state contractor's licenses for performing any of such work where contractor's licenses would be required by building and construction codes and laws. CONTRACTOR shall obtain all necessary building permits. D. All structures, facilities, concession stands, tents and items provided by CONTRACTOR shall be removed by CONTRACTOR at CONTRACTOR'S sole expense no later than twenty-four (24) hours following the conclusion of an Event, and CONTRACTOR shall fully restore Kearney Park to its original condition as it existed prior to such Event. 6. MAINTENANCE OF, AND PAYMENT FOR DAMAGE TO KEARNY PARK: COUNTY shall be responsible for making Kearney Park available to CONTRACTOR immediately prior to CONTRACTOR'S Events in as clean, attractive and orderly a condition as would be normal for COUNTY'S parks and recreation facilities that are of a similar type to Kearney Park, provided, however, COUNTY shall not have any obligation to continue to maintain or clean up Kearney Park during the Events, or provide any other services during the Events. With regard to the condition of Kearney Park, CONTRACTOR shall be liable for any and all theft of, and damage and destruction to any and all plants, shrubs, trees, turf, paved surfaces, irrigation systems, equipment and structures and improvements located in Kearney Park, excluding reasonable wear and tear, and for all cleanup of all litter and debris caused by CONTRACTOR or its officers, employees, agents, sponsors, patrons, Events participants, invitees and members of the public who come onto Kearney Park. COUNTY shall inspect Kearney Park for cleanup purposes no later than twenty-four (24) hours after the conclusion of an Event. COUNTY shall inspect Kearney Park for theft, damage and destruction no later than seventy-two (72) hours after CONTRACTOR has removed all temporary structures, facilities, concession stands and tents referred to in Section 5 of this Exhibit 8. If, as a result of said 4
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 inspections by COUNTY any theft, damage or destruction, or litter or debris is found to exist, COUNTY shall remove any litter and debris and repair or replace any loss, damage or destruction, and the costs and expenses for repairs or replacement, or cleanup first shall be deducted from the cleaning/damage deposit until exhausted, and thereafter, shall be billed to CONTRACTOR, who shall be fully responsible for paying all such amounts due. COUNTY shall determine its costs and expenses chargeable to CONTRACTOR by using COUNTY's actual cost and expenses of materials, supplies, goods, and labor, including COUNTY overhead, as applicable. 7. SALES: A. Souvenirs and Apparel: CONTRACTOR shall have the right to sell official Events souvenirs and apparel onsite at Kearney Park. CONTRACTOR shall retain one hundred percent (100%) of such net Sales revenue. CONTRACTOR may appropriate such net revenue from such sales at its annual Living History Event as CONTRACTOR sees fit. CONTRACTOR shall appropriate such net revenue from such sales at any other Events it conducts under this Agreement to the upkeep of the Kearney Mansion Museum Complex, as more fully specified in section 1 (I) of the Agreement. B. Food, Drinks and Merchandise: CONTRACTOR or its Concessionaire(s) may sell food, drinks and merchandise on site at Kearney Park. CONTRACTOR shall retain one hundred percent (100%) of all such revenue. CONTRACTOR may appropriate such revenue from such sales at its annual Living History Event as CONTRACTOR sees fit. CONTRACTOR shall appropriate such revenue from such sales at any other Events it conducts under this Agreement to the upkeep of the Kearney Mansion Museum Complex, as more fully specified in section 1 (I) of the Agreement. Alcohol sales shall be permitted at the Events, conditioned on: 1.) compliance with all applicable laws and regulations, specifically including the responsibility of CONTRACTOR or its concessionaire(s) to obtain all necessary licenses for such sales as required by the Alcoholic Beverage Control Board and 2.) CONTRACTOR's General Commercial Liability policy shall be endorsed to cover liquor liability coverage. C. Sales and Use Taxes, and Other Taxes: CONTRACTOR shall be solely responsible for complying with any and all laws concerning the charging of, collecting, 5
1 and paying to the appropriate governmental authorities, all sales and use taxes, and any other 2 taxes and charges, in connection with the sales of any food, drinks (including, but not limited to, 3 alcoholic beverages), merchandise and other goods in connection with the Events, and the 4 COUNTY shall not have any obligation in connection therewith. 5 II I 6 II I 7 II I II I 8 II I 9 II I 10 II I 11 II I 12 II I 13 II I 14 II I 15 II I 16 II I 17 II I 18 I II 19 II I 20 II I 21 II I 22 II I 23 I II 24 II I 25 FOR ACCOUNTING USE ONLY: 26 Fund 0001 Subclass 10000 Org. 791 O Account No.: 5055 27 28 6
EXHIBITC SELF-DEALING lRANSACTION DISQ.OSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "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 utilized 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. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4).
EXHIBITC (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): N/ It A.Jo Se(-P-~,._ ({ ~j ~s (;vf 1 ~s (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): (5) Authorized Signature Signature: I ~ u'J)_y Date: I 1!t1/t g V