HomeMy WebLinkAboutMcClatchy Company, The u
PARKING SPACE LICENSE AGREEMENT J
This License Agreement (License) is made and entered into this ` I��I °1 by and
between The McClatchy Company, a Delaware corporation (hereinafter Licensor), and
City of Fresno Department of Transportation (hereinafter Licensee).
1. Premises. Licensor hereby licenses to Licensee, on a non-exclusive basis, and
Licensee licenses from Licensor, the following:
1,11 Sixty (60) reserved parking spaces each month on surface parking located
at 1626 E Street in Fresno, CA. (Premises). The parties acknowledge and
agree that this License includes authorization for Licensee to operate, at
its sole cost and expense and at its sole risk, .shuttle service to, through
and from the Premises.
1.2 Licensor expressly excepts and reserves to itself the right to use the
Premises for any purpose other than those purposes expressly
contemplated by this License to Licensee, including, but not limited to, the
granting of easements and licenses to others to use the Premises for any
such purpose. Licensee acknowledges that this License is subject to all
existing rights of other parties, including without limitation all existing
easements, servitudes, licenses and rights of way for roads, highways,
power lines, pipelines and other purposes.
1.3 Licensee acknowledges and agrees that Licensor leases the Premises
pursuant to the terms of that certain Net Lease Agreement dated as of
February 11, 2016 (the Master Lease), by and between Licensor, as
tenant, and 1626 Fresno, MRP, LLC (Master Landlord) as landlord, and
that this License is subject and subordinate:in all respects to the terms of
the Master Lease. Without :limiting the-generality of the foregoing, if for
any reason whatsoever the term of the :Master Lease is terminated during
the term of this License, this License shall thereupon automatically be
terminated as of the date of such termination, and Licensor shall not be
liable to Licensee in any respect by :reason thereof. Licensor shall, in
good faith, endeavor to provide License with 15 days' notice prior to
termination of the Master Lease. Upon such termination and Licensee's
delivering vacant possession of the entire Premises in accordance with
the requirements of this License and the Master Lease, Licensor shall
return to Licensee that portion of the license fee paid in advance by
Licensee hereunder, if any, prorated as of the date of such termination
and vacating.
2_ Term.. The term of this License shall be from the date hereof through September
30, 2019, provided that this License may be terminated for any reason by either
party with fifteen (15) days' written notice of the termination. Notwithstanding the
foregoing, the term of this License shall not commence unless and until the prior
written consent of the Master Landlord is first had and obtained.
3. Rent. Licensee shall pay to. Licensor as a licensee fee for the Premises in
advance on the first day of each calendar month, in lawful money of the United
1
States, the sum of $2,700. Licensee shall pay a prorated amount of such sum
for any portion of the term comprising less than a whole calendar month.
4R Utilities. Licensor is responsible for all utilities (electrical, natural gas, telephone,
and janitorial service)for the Premises, if applicable.
5. Use.
5.1 Use. Licensee shall solely use the Premises for (i) parking of passenger
motor vehicles (ii) for the benefit of Licensee's employees and visitors.
Licensee will also be allowed to provide shuttle service for its employees
to, through, and from the Premises. No overnight parking or storage of
any sort shall be allowed. Licensor reserves the right to tow any vehicle at
Licensee's expense if the vehicle is parked in violation of this provision.
Licensee agrees, at its own cost and expense, to comply with all permits,
laws, rules, regulations, ordinances and statutes of any and all municipal,
county, state and federal authorities which are now in effect or which may
hereafter become effective pertaining to the use of the Premises by
Licensee and Licensee's operations thereon.
5.2 Uses Prohibited.
(a) Licensee shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights
of the Licensor or Licensor's operations on the: Premises and
Licensor's neighboring property, or use or allow the Premises to be
used for any unlawful or objectionable purpose, nor shall Licensee
cause, maintain or permit any nuisance in, on, or about the
Premises. Licensee shall not commit or suffer to be committed any
waste in or upon the Premises.
(b) Licensee shall not use the Premises or permit anything to be done
in or about the Premises that will in any way increase the existing
rate of insurance upon the property, or cause cancellation of
insurance policies covering said property.
(c) Licensee shall not use the Premises for maintenance, repair,
cleaning, oil changes, or detailing of automobiles.
5.3 Park At Own Risk. Licensor and Licensor's employees and agents shall
not be held liable for any loss, fire, theft, injury, vandalism, damage, or
burglary of any vehicle or its contents or any persons using the Premises.
Any person, including but not limited to Licensee's employees and guests,
using the Premises does so at their own risk and with the knowledge that
any of the above stated incidents may occur:and Licensee hereby agrees
to notify all users of the Premises that :they park at their own risk.
Licensee agrees to indemnify and hold harmless Licensor, Master
Landlord, and their respective employees and agents from any and all
claims, demands or damages resulting from Licensee's or Licensee's
employee or guest's use of the Premises.
2
6. Maintenance, Repair, Alteration. :Licensee acknowledges that the Premises
Licensed hereunder are in good order and repair. Licensee shall, at his own
expense and at all times, maintain the Premises in good and safe condition, and
shall surrender the same at termination of this License in as good condition as
received, normal wear and tear:excepted. No alteration or improvement of the
Premises shall be made without the prior written consent of Licensor. Licensee
shall not commit any waste upon the Premises. Licensor will be responsible for
all utilities, water, electricity, trash collection, _security protection, property taxes,
insurance premiums, and property management.
T [Intentionally Omitted].
8. Warranty and Condition. Licensee accepts the Premises and the
improvements thereon, if any, in an "as-is" condition. Licensor makes no
representations or warranties as to the condition of the Premises. Licensee
acknowledges that Licensee has examined the Premises and knows the
condition thereof and that Licensee's entry onto the Premises shall be deemed
its acceptance of the condition of the Premises.
9. Insurance.
9.1 Licensee shall, at Licensee's expense, procure and maintain at all times
during the term of this License (i) a policy of commercial general liability
Insurance for an amount not less than $2,000,000, insuring Licensor,
Master Landlord, and Licensee against any liability arising out of the
ownership., use,' occupancy, . or maintenance of the Premises and
appurtenant areas, (ii) Worker's Compensation insurance in compliance
with the Worker's _Compensation Act of the State of California, (iii)
Employer's liability insurance on all employees for the Premises not
covered by:the Worker's Compensation Act, for occupational accidents or
disease,for limits of not less than $1,000,000 for any one occurrence, and
(iv)Automobile liability. insurance (if applicable) covering losses for owned,
non-owned or hired vehicles including comprehensive and collision
coverage with a limit of not less than $2,000,000 per occurrence.
Licensee shall deliver to Licensor prior to entering onto the Premises and
thereafter at Licansor's request a Certificate of Insurance evidencing said
coverage.
9.2 Waiver of Subrogation. Licensee and Licensor each hereby release and
relieve the other. and waive their entire right of recovery against the other
for loss or damage to the waiving party, or to its property or the property of
others under its control, arising out of or incident to a peril insured against
or required under this. License to be insured against at the time of such
loss;or damage, which peril occurs in; or about the Premises, whether due
to the .negligence of Licensor-or Licensee or their agents, employees,
contractors or irivitees.
10. Termination by Nbn-Appropriation. In the sole event of non-appropriation
relating to this License., Licensee shall have the right to terminate this License at
any time, in the manner and subject to the terms specified in this section.
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Licensee shall give Licensor written notice of such termination not less than 15
days prior to such termination and shall notify Licensor of any anticipated
termination.
10.1 "Non-appropriation" shall mean the failure of Licensee or Licensee's
governing body to appropriate money for any fiscal year of Licensee
sufficient for the continued performance of this License by Licensee.
102 "Fiscal. year" shall mean 12 months fiscal periods of Licensee,
commencing on July 1st in every year and ending on the following June
30th6
11. Liens:. Licensee agrees to pray any and all liens and claims that may be asserted
or claimed against the Premises by reason of anything done or ordered to be
done by Licensee:in, on, or about the Premises and that if any such lien shall be
asserted against.the Premises or if any execution or judgment against Licensee
upon any claim;, suit or proceeding against Licensee shall be: levied against the
Premises or against any interest therein, then Licensee within thirty (30) days
after the same shall have been levied, shall cause the same to be discharged or
paid or make adequate provisions satisfactory to Licensor for the payment,
satisfaction, or discharge of the same; provided, however, that nothing herein
contained shall be construed so as to prevent Licensee from contesting in good
faith the legality of any such lien, claim or levy; provided, that Licensee furnishes
to the Licensor a good and sufficient bond in an amount and in form and with
surety satisfactory to the Licensor fully protecting Licensor and Master Landlord
against any loss, damage, cost or expense arising by reason of any such lien,
claim or levy pending the final determination thereof.
12. Hazardous-Materials. Licensee warrants and represents to Licensor:
(a) Licensee's business operations on the Premises shall not involve the use,
storage or generation of "Hazardous Materials", as hereinafter defined, and
Licensee shall not permit any Hazardous Materials to be brought upon, stored,
manufactured, or disposed on or transported from the Premises.
(b) Licensee shall at all times be in compliance with ::all environmental laws
applicable to the Premises.
Licensee shall- indemnify, defend and hold Licensor and Master Landlord'
harmless against any and all claims, damages, enforcement actions, remedial.
actions, liabilities, losses, costs and expenses arising out of the presence of any
Hazardous Materials on the Premises attributable to Licensee or Licensee's
operations: Licensorr and Master Landlord shall have the right to enter on the
Premises to conduct an environmental assessment at any time during the.
License term.
The term "Hazardous Material(s)" shall mean any chemical, substance, material,
condition and/or combination thereof which is or may be hazardous to human
health or safety or to.the environment, or which are now or become in the future,
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PARKING SPACE LICENSE AGREEMENT
This License: Agreement (License) is made and entered into this by by and.
between The MicClatchy Company, a Delaware corporation (hereinafter Licensor), and
City of Fresno Department of Transportation (hereinafter Licensee).
1. Premises. Licensor hereby licenses to Licensee; on a non-exclusive basis, and
Licensee licenses from Licensor, the following:
11,11 Sixty (60) reserved parking spaces each month on surface parking located
at 1626 E Street in Fresno, CA. (Premises). The parties acknowledge and
agree that this License includes authorization for Licensee to operate, at
its sole cost and expense and at its sole risk, shuttle service to, through
and from the Premises.
1.2 Licensor expressly excepts and reserves to itself the right to use the
Premises for any purpose other than those purposes expressly
contemplated by this License to Licensee, including, but not limited to, the
granting of easements and licenses to others to use the Premises for any
such purpose. Licensee acknowledges that this License is s..ubjed to all
existing rights of other parties, including without limitation all existing
easements, servitudes, licenses and rights of way for roads, highways,
power lines, pipelines and other purposes.
1.3 Licensee acknowledges and agrees that Licensor leases the Premises
pursuant to the terms of that certain Net Lease Agreement dated as of
February 11, 2016 (the Master :Lease), by and between Licensor, as
tenant, and 1626 Fresno,. MRP; LLC (Master Landlord) as landlord, and
that this License is subject and subordinate:in all respects to the terms of
the Master Lease. Without limiting the_generality of the foregoing, if for
any reason whatsoever the term of the:Master:Lease is:terminated during
the term of this License, this License shall thereupon automatically be
terminated as of the date of such termination, and Licenser shall not be
liable to Licensee in any respect by reason thereof. Licensor shall, in
good faith, endeavor to provide License with 15 days' notice prior to
termination of the Master Lease. Upon such terrriination and Licensee's
delivering vacant possession of the entire Premises in accordance with
the requirements of this License and the Master Lease, Licensor shall
return to Licensee that portion of the :license fee paid in advance by
Licensee hereunder, if any, prorated. as of the date of such termination
and vacating.
2. Term.. The term of this License shall be from the date hereof through September
30, 2019, provided that this License may be terminated for any reason by either
party with fifteen (15) days' written notice of the termination. Notwithstanding the
foregoing, the term of this License shall not commence_unless and until the prior
written consent of the Master Landlord is first had and obtained.
3. Rent. Licensee shall pay to. Licensor as a licensee fee for the Premises in
advance on the first day of each calendar month, in lawful money of the United
1
States, the sum of $2,700. Licensee shall pay a prorated amount of such sum
for any portion of the term comprising less than a whole calendar month.
4.. Utilities. Licensor is responsible for all utilities (electrical, natural:gas, telephone,
and janitorial service)for the Premises, if applicable.
5. Use.
5.1 Use. Licensee shall solely use the Premises for (i) parking of passenger
motor vehicles (ii) for the benefit of Licensee's employees and visitors.
Licensee will also be allowed to provide shuttle service for its employees
to, through, and from the Premises. No overnight parking or storage of
any sort shall be allowed. Licensor reserves the right to tow any vehicle at
Licensee's expense if the vehicle is parked in violation of this provision.
Licensee agrees, at its own cost and expense, to comply with all permits,
laws, rules, regulations, ordinances and statutes of any and all municipal,
county, state and federal authorities which are now in effect or which may
hereafter become effective pertaining to the use of the Premises by
Licensee and Licensee's operations thereon.
5.2 Uses Prohibited.
(a) Licensee shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights
of the Licensor or Licensor's operations on the Premises and
Licensor's neighboring property, or use or allow the Premises to be
used for any unlawful or objectionable purpose, nor shall Licensee
cause, maintain or permit any nuisance in, on, or about the
Premises. Licensee shall not commit or suffer to be committed any
waste in or upon the Premises.
(b) Licensee shall not use the Premises or permit anything to be done
in or about the Premises that will in any way increase the existing
rate of insurance upon the property, or cause cancellation of
insurance policies covering said property.
(c) Licensee shall not use the Premises for maintenance, repair,
cleaning, oil changes, or detailing of automobiles.
5.3 Park At Own Risk. Licensor and Licensor's employees and agents:shall
not be held liable for any loss, fire, theft, injury, vandalism, damage, or
burglary of any vehicle or its contents or any persons using the Promises.
Any person, including but not limited to Licensee's employees and guests,
using the Premises does so at their own risk and with the knowledge that
any of the above stated incidents may occur and Licensee hereby agrees
to notify all users of the Premises that they park at their own risk.
Licensee agrees to indemnify and hold harmless Licensor, Master
Landlord, and their respective employees and agents from any and all
claims, demands or damages resulting from Licensee's or Licensee's
employee or guest's use of the Premises.
2
6. Maintenance, Repair, Alteration. Licensee acknowledges that the Premises
Licensed hereunder are in good order and repair. Licensee shall, at his own
expense and at all times, maintain the Premises in good and safe condition, and
shall surrender the same at termination: of this License in as good condition as
received, normal wear and tear:excepted. No alteration or improvement of the
Premises shall be made without the :prior written consent of Licensor. Licensee
shall not commit any waste upon the Premises. Licensor will be responsible for
all utilities, water, electricity, trash collection, :security protection., property taxes,
insurance premiums, and property management.
7; [Intentionally Omitted].
B. Warranty and Condition. Licensee accepts the Premises and the
improvements thereon, if any, in an "as-is" condition. Licensor makes no
representations or warranties as to the condition of the Premises. Licensee
acknowledges that Licensee has examined the Premises and knows the
condition thereof and that Licensee's entry onto the Premises shall be deemed
its acceptance of the condition of the Premises.
9. Insurance.
9.1 Licensee shall, at Licensee's expense, procure and maintain:at all times
during the term of this License (i) a policy of commercial general liability
Insurance for an amount not less than $2,000,000, insuring Licensor,
Master Landlord,-and Licensee against any liability arising out of the
ownership,* use, occupancy, or maintenance of the Premises and
appurtenant areas, ( i) Worker's Compensation insurance in compliance
with the Worker's Compensation Act of the State of California, (iii)
Employer's liability insurance on all employees for the Premises not
covered by the Worker's Compensation Act, for occupational accidents or
disease,for limits of not less than $1,000,000 for any one occurrence, and
(iv)Automobile liability insurance (if applicable) covering losses for owned,
non-owned or hired vehicles including comprehensive and collision
coverage: with a limit of not less than $2,000,000 per occurrence.
Licensee shall deliver to Licensor prior to entering onto the Premises and
thereafter at Licensoe's request a Certificate of Insurance evidencing said
coverage.
9.2 Waiver of Subrogation. Licensee and Licensor each hereby release and
relieve the other, and waive their entire right of recovery against the other
for loss ordamage to the waiving party, or to its property or the property of
others under its control, arising out of or incident to a peril insured against
or required under this License to be insured against at the time of such
loss or damage, which peril occurs in; or about the Premises, whether due
to the negligence of Licensor�or Licensee or their agents, employees,
contractors or'invitees.
1G. Termination by Non-Appropriation. In the sole event of non-appropriation
relating to this License; Licensee shall have the right to terminate this License at
any time, in the manner and subject to the terms specified in this section.
3
Licensee shall give Licensor written notice of such termination not less than 15
days prior to such termination and shall notify Licensor of any anticipated
termination.
10.1 "Non-appropriation" shall mean the failure of Licensee or Licensee's
governing body to appropriate money for any fiscal year of Licensee
sufficient for the continued performance of this License by Licensee.
102 "Fiscal year" shall mean 12 months fiscal periods of Licensee,
commencing on July 1st in every year and ending on the following June
30th:
11. Liens. Licensee agrees to pay any and all liens and claims that may be asserted
or claimed against the Premises by reason of anything done or ordered to be
done by Licensee in, on, or about the Premises and that if any such lien shall be
asserted against:the Premises or if any execution or judgment against Licensee
upon any claim, suit or proceeding against Licensee shall be levied against the
Premises or against any interest therein, then Licensee within: thirty (30) days
after the same:shall have been levied, shall cause the same to be discharged or
paid or make adequate provisions satisfactory to Licensor for the payment,
satisfaction, or discharge of the same; provided, however, that nothing herein
contained shall be construed so as to prevent Licensee from contesting in good
faith the legality of any such lien, claim or levy; provided, that Licensee furnishes
to the Licensor a good and sufficient bond in an amount and in form and with
surely satisfactory to the Licensor fully protecting Licensor and Master Landlord
against any loss, damage, _cost or expense arising by:reason of any such lien,
claim or levy pending the final determination thereof.
12. Hazardous Materials. Licensee warrants and represents to Licensor:
(a) Licensee's business operations on the Premises shall not Involve the use,
storage or generation of "Hazardous Materials", as hereinafter defined, and
Licensee shall not permit any Hazardous Materials to be brought upon, stored,
manufactured, or disposed on or transported from the Premises.
(b) Licensee shall at all times be in compliance with ::all environmental laws
applicable to the Premises.
Licensee shall- indemnify, defend and hold Licensor and Master Landlord
harmless against any and: all claims, damages, enforcement actions, remedial
actions, liabilities, losses, costs and expenses arising out of the presence of any
Hazardous Materials on the Premises attributable to Licensee or Licensee's
operations. Licensor and Master Landlord shall have the right to enter on the
Premises to conduct an environmental assessment at any time during the
License term.
The term "Hazardous Material(s)" shall mean any chemical, substance, material,
condition and/or combination thereof which is or may be hazardous to human
health or safety or to-the environment, or which are now or become in the future,
4
listed defined or regulated in any manner, based directly or indirectly upon such
properties or effects, pursuant to any applicable environmental law.
The term "environmentaf law(s)" shall mean any and all federal, state or local
environmental, health and/or safety-related laws, regulations, standards, court
decisions, ordinances, :rules, codes, judicial or administrative orders or decrees,
directives, guid;elines,: permits or permit conditions, currently existing and as
amended, enacted,: issued or adopted in the future, which are or become
applicable to Licensee, Licensee's operations or the Premises.
The provisions of this Paragraph shall be in addition to, and shall not diminish in
anyway, any other provision of this License requiring Licensee's compliance with
law or Licensee's obligation to defend, indemnify, and hold Licensor and Master
landlord harmless.
13. Notices. All notices or. demands of any kind required or desired to be given by
Licensor or Licensee hereunder shall be in writing and :shall be deemed delivered
forty-eight (48) hours after depositing the notice or demand in the United States
mail, certified or registered, postage prepaid, addressed to the Licensor or
Licensee respectively at the addresses set forth after their signatures at the end
of this. License, or to such other person or entity, as the: case may be as the
Licensor and Licensee may from time to time designate in writing to the other.
14. Attorneys' Fees. If either party named herein #prings an action to enforce the
terms hereof or declare rights hereunder, the prevailing party in any such action,
on trial or appeal, shall be entitled to his reasonable attomeys' fees to be paid by
the losing party.
15. ticensoes Access. Licensor, Master Landlord, and their respective agents
shall have the right to access the Premises at all times for the purpose of
inspecting, maintaining and/or repairing the Premises.
16. Damage. If the Premises are not suitable for Licensee's use due to any partial or
total damage, destruction or remediation of environmental hazards, Licensee
may terminate this License by giving Licensor written notice of Licensee's
election to do so. In such event this License shall terminate as of the date of
such:notice.
17 Heirs,: Assigns, Successors. This License is binding upon and inures to the
benefit of the heirs, assigns, and successors in interest to the parties.
18. Provisions Constituting Sublicense. This License is and shall be at all times
:subject and subordinate to the,Master Lease and any and all matters to which.
the tenancy of Licensor, under the: Master Lease, is or maybe subordinate.
:Licensee shall in no event have any rights under this License greater than
Licensor's rights as to the Premises under the Master Lease. Licensee shall not
do or suffer or permit anything to be done which would violate any term,
covenant or condition of the Master Lease or cause it to be. terminated or
forfeited, or result in any additional cost or expense or other liability being
incurred by Licensor under the terms of the Master Lease. Notwithstanding any
5
provision of this Sublease to the contrary, the time limits specified in this License
for then giving of notice, malting of demands, performing any act, condition or
covenant (including the cure of any breach) or the exercise of any right, remedy
or option, are hereby decreased or increased for purposes of this :License by
shortening or lengthening the same, as the case may be, in each instance by
three (3) days, as and when necessary to enable Licensor to give notice, make
demands, perform any act, correct any failure, or otherwise secure compliance
and perform under the Master Lease in a timely manner. Licensee shall hold
Licensor free and harmless from all liability, judgments, costs, damages, claims
or demands, including reasonable attorneys' fees, arising out of Licensee's
failure to comply with or perform the foregoing obligations. The obligations
provided herein shall survive the expiration or earlier termination of this License.
Nothing herein or in the Master Lease shall be construed to require Licensor to
cure any default of Master Lessor under the Master Lease or to bring_any action
or proceeding or to take any step to enforce Licensor's rights :against. Master
Lessor in respect thereof. Licensee shall not make any claim against Licensor
for any damages which may arise, nor shall Licensee's obligations hereunder be
impaired, by reason of(a) the failure or delay of Master Lessor to keep, observe
or perform :any of the obligations of the Master Lessor pursuant to the Master
Lease, or (b) the acts or omissions of the Master Lessor or any of its agents,
contractors; servants, employees, invitees or licensees.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO, The McClatchy Company,
A California municipal b4oration a Delaware corporation
By: -3 By:
Brian Ba ,
-Assi64 Director Name: R. Elaine Lintecum
Department of Transportation Title: Vice President, Finance & CFO
APPROVED AS TO FORM: (If corporation or LLC., Board Chair,
DOUGLAS T. SLOAN Pres. or Vice Pres.)
City ttorney2!f L
�
By.
By. R. Elaine LI tecum
racy N. P rvanian Date Name:
Senior D ty City Attorney �f�`l� Vice Preiident, Finance
Title:
ATTEST: (If corporation or LLC., CFO, Treasurer,
YVONNE SPENCE, MMC CRM Secretary or Assistant Secretary)
City Clerk
REVIE BY: ,
By: �ffioGt Jam+ �-' Lt�� ti
Deputy
f}e-sT. 7- U_ �
Addresses: Gam, , ��Aaz2
CITY: LICENSOR:
City of Fresno The McClatchy Company
Attention: Brian Barr Attention: Sean Ruth
Assistant Director Regional VP of Production
2223 G Street 2100 Q St
Fresno, CA 93706 Sacramento, CA 95816
Phone: (559) 621-1418 Phone: 916-321-1324
FAX: (559) 488-1065
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