HomeMy WebLinkAboutMcClatchy Company, The (2) PARKING SPACE LICENSE AGREEMENT
This License Agreement (License) is made and entered into this June 1, 2019 by and
between The McClatchy Company, a Delaware corporation (hereinafter Licensor), and
City of Fresno DARM-Parking Division (hereinafter Licensee).
1. Premises. Licensor hereby licenses to Licensee, on a non-exclusive basis, and
Licensee licenses from Licensor, the following:
1.1 Fifty (50) 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 Premises are hereby licensed to Licensee for a term commencing on
[July 1, 2019] (the "Commencement Date") and continuing through and including
June 30, 2022 (the "Term"), subject to sooner termination in accordance with the
terms of this License.
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The term of this Agreement may be extended twice, with agreement from Parties
included, for a period of three (3) years each. These options shall be exercised by
written notice at least sixty (60) days prior to the expiration of the applicable term.
Notwithstanding the foregoing, and in addition to all other termination rights
hereunder, this Agreement may be terminated at any time, without cause or
penalty, by either party giving at least ninety (90) days' prior written notice, with the
effective date of termination to be on the last day of the third calendar month
following the month in which said notice is received.
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 States, the
sum of$2,000. 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. Only overnight parking or storage of an
estimated twenty-five city fleet units 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.
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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.
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
Licensor's request a Certificate of Insurance evidencing said coverage.
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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 invitees.
10. 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. 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.
10.2 "Fiscal year" shall mean 12 months fiscal periods of Licensee, commencing
on July 1 st 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 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.
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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,
listed, defined or regulated in any manner, based directly or indirectly upon such
properties or effects, pursuant to any applicable environmental law.
The term "environmental 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, guidelines, 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
any way, 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 brings 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 attorneys' fees to be paid by
the losing party.
15. Licensor's 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.
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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 may be 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 provision of this Sublease to the contrary, the
time limits specified in this License for the giving of notice, making 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 corporation a Delaware corporation
B - By:
er K. Clark, Director
elopment and Resource Name:
Management Department
Title: R. Elaine Lintecum
APPROVED AS TO FORM: (If i r4tL(Fines & O
DOUGLAS T. SLOAN Pres. or Vi s.)
City Attorney
*eyByzales DateName:City Attorney
Title: /"'Yr4ew
ATTEST: (If corporation or LLC , CFO, Treasurer,
YVONNE SPENCE, MMC CRM Secretary or Assistant Secretary)
City Clerk
REVIEWED BY:
By: C'11
1-1-L-pu-k 1,
Deputy
Addresses:
CITY: LICENSOR:
City of Fresno The McClatchy Company
Attention: Thomas Gaffery Attention: Sean Ruth
Parking Manager 2600 Fresno St Regional VP of Production
Rm 4019 " 2100 Q St
Fresno, CA 93721 -11 Sacramento, CA 95816
Phone: (559) 621-7275 Phone: 916-321-1324
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