HomeMy WebLinkAboutRGM Presents - 600 Club - Chukchansi Park - 2010oeyd
I�REPORT TO THE CITY COUNCIL
May 20, 2010
AGENDA ITEM NO. 4:3Oa. 28
COUNCIL MEETING 5120/10
APPRICAvi
MR RTMENIFOREC 9,
CITYw w
FROM: BRUCE A. RUDD, Assistant City Manager ���AA
BY: WILLIAM BROOMFIELD, Events Managerwp
Parks, After School, Recreation and Community Services Department
SUBJECT: APPROVE THE LICENSE AGREEMENT BETWEEN THE CITY OF FRESNO AND
ROM PRESENTS, LLC, FOR THE OPERATION OF A NIGHTCLUB AT THE 600
CLUB IN CHUKCHANSI PARK
RECOMMENDATION
Staff recommends Uel the City Counal approve the license agreement between the City of Fresno and RGM
Presents, LLQ (RGM) for the operation of a nightclub at the 600 Club in Chukchansi Parc. Upon City Council
approval, the term of this agreement Is effective June 1, 2010, and wall expire on May 31, 2011 (12 months).
Unless when notice is provided by the City, the agreement can be extended for one additional year,
lamlinating In Apr12012.
EXECUTIVE SUMMARY
Permitting the use of the 600 Club and Chukchansl Park on a fee -basis is in the best Interest of the City and
the public. RGM Presents, LLC, (RGM) has operated a nightclub at Chukchansi Park ("The Penthouse") for
twelve weekends (Friday and Saturday nights) on a trial basis. The events have brought much-needed
revenue to the General Fund and nightlde to downtown Fresno.
The City of Fresno proposes to enter into an agreement with RGM for the operation of "The Penthouse' at
Chatichai Pan. The nightclub will operate most Friday and Saturday nights, but will not be allowed to
operate tluong any date of Fresno Grizzlies Baseball, Fresno Fuego Soder or any ogler previously scheduled
event, unless written eulhmi ration is granted by the Baseball or Soccer dub. The City of Fresno reserves
poorly use of the stadium and facilities and must notify RGM in writing, at least 30 days in advance of dates
and times RGM will not have access to the facilities. The nightclub will not mashes with or affect any
previously scheduled concerts and summer events. All events currently on the Chukchansi Pan event
cslerMar will be Mid as planned.
BACKGROUND
The proposed Agreement between the City of Fresno and RGM allows for the operzdon of a nightclub at the
600 Club of Chummmidi Fera during the hours of 11 PM to 4 AM. Recently, the City of Fresno amended the
operational Conditional Use Permit (CUP) of Chukchansi Pan to allow for compliance under the recently
adopted Bars. Taverns and Nightclub ordinance.
DANCING/CLUBS IN DOWNTOWN
Number of (Dancing) Clubs in North Fresno —10 (] are restaurants, but are functioning as a club after hours)
Number of dancing dubs downtown -1 (Penthouse)
heaMbO
OClmryq 5l4to//ueWb FN
REPORT TO THE CIN COUNCIL
Agreement between City of Fresno and ROM, LLC
May 20, 2010
lagan operating on February 0 2010, and has operated for 12 weekends— Friday and
An estimated 7,043 du"cers have attended The Penthouse. The licenses, RGM. LLC, will
earn the sum of $200 per night or $1.00 per ticket sold (whichever is greater).
Attendance
Month
#of Nights
Fridays
Saturdays
Month[ Total
Feb 2010
a
795
1260
2055
March 2010
7
915
1530
2445
April 2010
6
612
1460
2272
May 2010
3
411
660
1071
Total
Attendance
7643
REVENUE
The City has received $1,700 of rental fee revenue (Apr1). The rental fee for the months of February and
March ($3400) was waived to allow the RGM to successfully promote and run the club, The operator will sten
paying rent in the month of June and every month thereafter.
The CAy has received In excess of $12,000 of concessions revenue-
Revenue
Month Rental
Fees
Concessions
Monthly Total
Feb 20100.00
0.00
0.00
March 2010 0.00
$]516.56
$7516.56
April 2010 $131800
$3740.24
$6056.24
May 2010 $650.00
1 $1060.00
$1910.00
Total Revenue
Received
$12,574.60
The revenue gederetetl from this project will be. set aside in a separate account and used t0 fund Ura Special
Events Dyson, Capital Improvements to Chukchensi Pah and City-wide Special Event Activities g e.
Downtown area, Fulton Mall, Chukchansl Park. Eaton Placa, Regional Sports Complex, Woodward and
Boating Park).
PROPOSED "FRESNO LIVE" EXPANSION
With the success of the Penthouse project the City of Fresno and RGM are currently evaluating the possibility
of expanding the made[ to include club and dancing actlwty In the Tackle Cantina, Pool area and Owners
Suite. The Fresno Baseball Club, Ovations and Fresno PO hews met several times over the last month to
ensure not only a good experience, but a safe atmosphere for all patrons attending any activity in the stadlum
and the surr0unding areas.
THE CITY COUNCIL
itvreen City of Fresno and ROM, LLC
20, 2010
a facility is paid for on a fee -basis. No City of Fresno funs are used to subsi or offset any dub activities.
teas received pay for Special Events Dmsion staffing and various special avant requirements In the City of
are projected to generate $73.200 to $162,100, depending on the viability of expanding
Attachment — License Agreement
FRESNO CHUKCHANSI PARK
6W CLUB
IRIS LICENSE AGREEMENT ("ApeeMMC) is entered into effective m of
June I, 2010 (the "Effeetive Date) by the City of Fresrw, a municipal corporation (Ne `Cay'),
and ROM Presents, LLC, a California lied ed liability corporation ("Licensee').
WITNESSETH:
A. Licenaee desires to operate a nightclub in the 6W Club in Chukchami Park
("Club').
B. The City Council fids tem it is in the City's and public interest to permit the use
of the Club on a fee basis, which will expand use of the Stadium and generate
interest in the Fresno downtown area
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
hereN continued. the parties herew, intending to be legally bound, mutually agree as follows:
1. DeRn ioaa.
As used in this Agreement. each of the semis defined in this Section shall have the
following meaning ascribed to it, unless the content otherwise requires:
s "Club" means the 6W Club, Tecate Cantina, and Pool Area loomed within
the Fresno Chukchenst Perk baseball stadium ("Smditur ').
b. "Common Areas" meant the areas intended for use by Licensee and the
general public on Event days only, which shall include solely right. of
ing aral egress to and from the Club.
C. "Baseball Club" shell noun the professional Fresno Baseball Club, LLC,
which operates the Fresno GrinIes baseball team.
d. "Event" shall mien a thele and time Period that Licensee is permitted W
use the Club.
e. "Baseball Game" roue each Baseball Game played by the Baseball Club
as set font in the annual schedule for each Baseball season, including any
unscheduled post season games, "all stn" Barnes, and exhibition games.
f. "Premises^ shall mean a combination of the Club and Common Areas, as
set forth in this Agreement.
2. Pmmism: Cundhbns.
a Premises. City hereby grants to Licensee, and Licensee hereby acceprs
from City, a license to use the Premises by I.icrosee for die consideration,
end upon the terns and conditions and during the tinges. set forth in this
Agreement. City represents and warrants thad it has the right and power to
gram the rights provided to Licensee under this Agreement and to perform
each of their obligations referred to herein. City represents and warrents
that City Ines the right and power so act in the rounder provided for in this
Agreement
b. This Agrcemem is for the sole purpose of granting a funded license to use
the Premises as provided herein, and is not intended in any way w grant
rights afforded a lessee or tenant; nghts granted herein may be
immdiately terminated as provided herein. and City shall not be requited
to bring any action for wrongful detainer or ejectment to roommate
Licensee's rights or reonver possession of the Premises.
C. Licensee Use Areas.
(i) Licensee shall have a license to use and occupy the Premises
during each Event City u not rotuhed b provide Licensee with any pemunent
office or storage space for its use or that of its agents and employees in or around
the Stadium
(u) All cleaning of the Club area shall Inc the responsibility of
Licensee.
(w) Licevseeshallberespoosiblemrepairmydamegebeyoednormal
wear and tear m the Premises caused by Licensee, its agents, patrons, or invitees.
(iv) Licensee shall have reasonable access to Ne Covmwv Areas For
the sole purpose of ingress and egress wand from the Club, and shall not permit
any agent patron, or invitee en access any other area of the Stadium for any other
purpose.
3. Term, Use Fee.
a. Initial Term. T initial tern of this Agreement shall he for a period of
one (1) year, commencing on June 1, 2010, and ending on May 31, 2011
(the" Cemt").
b. Extension. Unless City gives umiuen notice m least sixty (60) days poor to
the expiration oftbe Term of intent not to extetd the Term for one
additional your, this Agreement shall manummud r he extended on the
same terms and conditions far ode (1) additional year to May 31, 2012. If
City does provide such nor= wt m extend. Nen this Agreement shall
terminate at the end of the Term.
c. Use Fec. During the Term, Licensee shall pay no City the sum of S2w per
night or $1A per person or ticker sold (whichever is greater). Payment is due
to the City by Ne 20a of the following monN. The City will waive the SLw
papersonchu f thefim250cunamempernighL If Ne Feeunot
timely paid in M, Nen this Agremment shall immediately tumimm.
d. Concession. "Concession" include all find and beverages sold,
provided, or consumed a the Club. Licence shall not be permitted m
provide eery Concession at the Club. Liceossm is not mfided to receive
any of the Concession revenue. Concession mrd Concessions revence is
salmassed in one or more sepam: agreements between City and the
n provider. Licensee rel nowldges that wncesall are to be
provided by a tldrd party independent covtac=, and not City, mod City
disclaim eery responsibility or liability for the actions or perfrrmmce of
Ne wwasion provider.
e. Parking Revenue. Licensee shall trot he entitled to my City poking
revenue, if any, associated wit the Evens.
L Cover Charua. Licensee shall retain any muted all cover chmges it wllecs
for the Evens, subiM te the terms of this Agreemem
g. Event Data and Times. Except as otherwise provided herein, on an Event
dote, Licensee shall he pots mined access to the Premises from the how of
I l p.m on that date, =614 am the following rooming. Event dates shall
consist of each Friday and Saturday during the Term except for dares
involving Schdulc Conflicts.
4. Schedule Conflicts and Use.
V. 13usebalilSoccer Gama. Licensee shall not be entitled to hold any Events
during my date of a Baseball/SoccerC or on any date which the
Baseball Club is entitled or use the Stadium. Licersee will be provided a
schedule of Baseball Gema and Baseball Club evens for the season,
when available, but elan most relinquish any Event dare to the Baseball
Club should the Baseball Club schedule any additional event. Licensee
does have the ability to rake separate armngemrns directly wiN Baseball
Club to operate during BasebaNSocwr spurns, provided all proper
insurance is secured and pursuant to the terms of this Agreement.
b. Priority Dates and Use of the Stadium. Upon at lest 30 days written
notice. City shell have priority use of the Sodium for my event the City
my schedule or permit, and on such data nndlor fires Literate shall not
have access to fee Club. Liceressee is aware that the stadium is not
available on Jure 11, 2010, June 25, 2010, July 3, 2010, August 21, 2010
mad aft summer concert data In no event shall Licensee be entitled to
any compeivation for lass of an Event date pursuant to to terms of this
Agrcormt-
c. Partial Dates. Should a schedule co slim arise as provided herein, the
Parties may caopemte to allow an Event at times and on conditions that
are munWly agreeable, subject to the agromin of all third parties
affemd (e.g., Baseball Club). There will he no proration or reduction of
rem for Events that use a partial day or time pend.
d. Inmfi nee. In no event shill Licenescce take any action or inaction that
would interfere wit the use of the Stadium for any other par se.
C. L'mhed Areas. Licesom acknowledges and agrees that it may not, without
to advance written consent of City, use or occupy those areas of the
Stadium not otherwise pennittW herein.
f. Enuancesand Exia. City reserves the righttoexerciae control over
entrances to and exits from the Stadium, including the lacking or
unlocking thereof, provided, however, this right of City scroll our
unreasonably interfere with the usage of the Stadium by Licensee for the
putfows herein provided. Articles, finings, materials ad equipment shall
be brought into Or removed from the Slndium Only to entrunces and exits
designated! by City and moored to rules and regulations, from time ro
time, promulgated by City which regulate such subjects.
g. Rules and Regulations. Licensee shell abide by and conform to all rules
and regulations adopted or prescribed by City. City, m its sole discretian,
may waive or revise any rude or regulation upon reasonable notice that a
cote or regulation is inapplicable to or impracticable for the operation of
to Club.
It. Advertisina and Promotiaod Right.
(i) All of Licensee's dvertising and formational activities atait he
conducted so as w not conflict wit the terms of my exclusivity provisions in any
sWroomhip, pronnoda ad or other advertising agre mem of City or Baseball
Club.
(u) Cityw main all proceeds derivW from any sponsorship
agreements, as well as any sp romrshiix promotional or other dvertising
agreements counted into by City. Licensee will renin nil proceeds derived from
any event sponsomhip agreements mtmvd into by Licerme, provided, however,
sponsorship motmena must not conflict with any sponsorship agreements held
by Baseball Club or the City.
fun) Licensee shall be respmtsible fm all expencs mlawd wits
production, advertising, and revenue of its events.
(iv) AlladvertsingcopyofLiceoseefor Weucinthe Stadiumshallh
subject in the prior approval ofthe City, which approval shag not be
umrasso ably wittmld.
i. City's Pmntiesry Intellectual Property. Licensee shall have no right to
use or to license otters w use any of City's logos, registered trademarks, or other
intellectual property of City, except witb the prior written consent a City. .
5. Licensee Covenamas Licensce covenants and agrees tent during the Tcrm,
Licensee"L
a. Assimtment. Except as otherwise specifically provided herein,License
shall not assign or otherwise transfer its rights or any portion thereof in
No Agreement whbout prior written consent of City.
b. Mispronounce of Stadium. Notwithstanding anything b the contrary
benevt Licensee. and not City, shall be responsible for the cost of my
repairs to the Stadium receatiwed by any negligent or willful am or
notation of Laminae, or any agent employee, contractor, subcommctor.
representative, or authorized calumet, poen, or invitee of Licensee.
C. Immovementx. Licenses shall cot, without prior wriden approval of City,
Blow arty co muction, re1xiGs, or improvements on be done at the
Stadium, and in no event shill Licence, through action or inaction, allow
any lien or atop name w acerae with respect to the Stadium.
d. Security. Licensee shall provide for 0 security guards and metra l police
officers m deemed necessary by Porno Police Depanoned Licensee
shall corn ere with Crown Police Department at create and maintain a
security plan.
6. Utilities. The City sbll furnish all utilities needed for the uu and operation of
the Stadium, including elan is power, HVAC, water and sewer services.
]. Entry and Inspection. License shall have the right w insp to the Stadium
Premises at reasonable times wi h City's prior consent
fademaif tion. To the farthest extent atowed by law, Licensee shall iMemnify, hold
hamtess and defend City, Erosion Baseball Club, LLC., and each of their officers, officals,
employees, agents and volunteers form any and all loss, liability, lines, peolties, forfeitures,
cams and damages (whether in comrect tort or strict liability, including ben not limited w
personal injury, death many time and property damage) incurred by City, Fresno Baseball Club,
LLC., Licensee or my other person, aal from my and all claims, demands and actions in law or
equity firucluding aWnWs fees and litigation expenses), arising or alleged to have arisen
directly or indirectly out of: (i) the occupancy, end use of the Stadium; (ii) the perfnmance of
this Agreement. Licenm's obligations under the preceding sentence shell apply regardless of
whether City. Fresno Baseball Gaup, LLC., or my of their often, officials, employee, agents
or volunteers are negligent, but shall trot apply to my loss, liability, fares penalties, forfeinues,
torts or damages caused solely by the Incest negligence, or caused by the Oa fid misconduct, of
City, Fresno Baseball (Imup. LLC.. or my of their officers, officials, employees, agents or
volunteers.
If Licensee should subcontract all nr my portion of the ontA to be performed under this
Agreement, Licensee shall require each subcontractor W ivdemoify, hold hervdess and defeM
City, Fresno 9meball Club, LLC., and each of their officers, officials, employees, agents and
volunteers in accordance with the terns of the preceding pmagrapb.
This section shall survive termination or expiration of this Agreement.
9. Insunuce. Throughout the life of this Agreement, Licensee shall pay for and
maintain in full Once and effect all insurance as required in Ezhibit B or as may be mthonsd in
writing by City's Risk Manager or lumber designee or my time and in hither sole discretion
If at my time during the life of the Agreement or my emmsion. Licensee or my of its
subcontractors F'1 to maintain my res a red insurance in full force and effect, all services and
work under this Agreemem shail be discontinued immediately, roti all payments due m that
become due to Licensee shall be withheld until notice is received by City drat the required
insurance has been moment to loll force and effou and that the premiums therefore have been
paid for a period satisfactory to City. Any failure w maintain the r o uised insurance shall be
sufficient cause: for City to tecm'vate this Agreement No notion morn by City pmsumt On this
aecfm sbull in my way relieve Licensee of its responsibilities under this Agreement The
phrase Y'1 to mountain my talulred insurance" shall include, without liminatioo, notification
mewed by City that m in mer has commenced proceedings• Or has lad proceedings
commenced against it indicating that the insurer is insolvent.
The feet Wet insurance is obtained by Liceome shall out be deemed W release or diminish
the liability of Licensee., includin& without limitation, liability under We indemnity provisions of
this Agreement. The duty to indemnify City and Fmtm Baseball Club, UC shell apply to all
claims and liability regardless of whether my insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification W be Provided by Licensee.
Approval or purchase of my msmanee contracts or policies shall in no way relieve from lubility
nor limit the liability of Liceame, its principals, officers, employees or agents
Upon request of City, Licensee shall immediately famish City with a complete copy of
any insurance policy required under this Agreement, including all eulorsemenm, with said ropy
tertifirJ by the underwriter to be a uue aal correct copy of the original policy. This requ'vement
shill survive expiration or mrmirmtion of this Agreement
U Licensee should subcontract all or any portion of the services to be pertonned under
this Agreement. Licensee Stull require each subcontractor to provide insurance protection in
favor of City, Fresno Baseball Club, LLC and each of their officers, officials, employees, agents
and aurhorird volunteers in accordance with that terms of this secdoa, except that my required
cendficems and applicable endorsements shall be on file with Licensee and City prior to be
mmmmcemant of any services by the subcontractor.
10. Walder. The waiver by any party of any breach of any term, covenant or
coalition herein contained shall be effective only if in a writing executed by the party granting
such waiver. Any waiver stall not be deemed be be a waiver of any subsequent breach of the
same or my other term, covenant or condition herein morainal. The subsequent acceptance of
consideration hereumler by the City or Littmnee "I not be deemed m M a waiver of any
pmseding breach by the other party of any term, covenant or condition of this Agreement, other
than the failure to make the particular payment se accepted, regardless of the accepting party's
knowledgeofsuchpl ingbreachattherimeofecceptmoetb E Acecpmnceofapayment
after that date due hereunder shall not be deemed a waiver of any right to interest that may be
owed. The failure on the part of a party to rectutre full aM complete compliance with any of the
covemnts or madidans of this Agreement shell net be con.sunmd as changing the terms hereof or
to snap such party from enforcing the fall provisions hereof.
11. Default and Remedim.
a. @fault It shall be a default by any party under this Agreement if such
parry (i) shall fail to perform or fulfill my common or condilm contained
herein on ie pan to be performed or fulfilled; or (it) shall make a general
assignment for the benefit ofcrediu ms.
b. Te enumnon. Upon a material breach of this Agreement, the City may, in
addition to any other rights or remedies it may have hemunder,
immediately cartel am removal this Agreement with no number
obligation to Licensee.
C. Inivactive Relief In addifioo w my other remedy avaJ is hemmden
each party, bureau agrees that the othu porous hereto shall have the right m
seek to enjoin any material breach or threatened breach and/or obtain
specific perf ce ofthis Agreement by my other party upon meeting
its burden of proof of such breech or thameaml breach m required by
applicable sense or one of law.
d. Unenforceability. The menforembility, in whole or in pan, of my of the
remedies made available in this Agreement shell out affect or limit either
parry's right to any of the remaining remedies available to either party to
the extent that they are not iacoresiswat wild the provisions of this
Agreement
12. Notice and Option&All notices. requests, demands, instructions or other
communications (collectively "ood wl") to be given to any party hirmder shall W in writhrg
and shall be deemed w have been duly given (i) on the dale of service ifpersesally served on the
party to whom notice is in be given; (ii) within forty-eigln (48) hours after mailing, if studied to
the party to whom notice is to be given, by first class emir which is either registered or cenified.
mange prepaid: (iii) within rooenty-f (24) grins shut being deposited with a recognized
Private courier service (e.g., Federal Express), if delivered by a private courier service to the
party to whom write is to be given, all charges prepaid: or (iv) when sent, if given by electronic
format, but only if such notice is confirmed within twenty-four (24) hours by letter mated or
delivered in accordance with these provisions, addressed w:
If to City, to: City Of Fresno
Attention: City Manager
2600 Fresno Street
Fresno. CA 93721
With a copy w: City Ahomey
City Attorney's Office
2600 Fusion Street
Frame, CA 93T21
If to Licensee, w:
With a copy w:
13. Fame Maieum The rights and obligations ofthe parties in this Agrameat shall
be subject to delays or cancellations causedby fire, accident vet of God, orders ofany military,
civil, or govemmmod authority or other cause beyond the reasowble cramoi of the paroes
(collectively,' Forte Majeure"). and should such event or events occur firm time to time the
rights or obligations of the parties affated thereby, if my, shall be continued for a period equal
w the period resulting Tom such delay or suspended or excused pro rata
14. No Duc ' atbr.
a. All Events held at the Stadium shall be on a basis whim is non-
disenminmary as w race, color, religion, natiowl origin, gender, age,
sexual orientmion, mental series or military swats.
b. Liceasse agrees that in their hiring, firing and pronation practices it wilt
not dectimiwte on the basis of race, calor, religion, national origin,
gender, We, sexual attenuation, mantel staves or military arouses.
15. Payment ofTaxea Licensee acrnowlMges that the Stadium is located on real
property that is ownW by the City and that consequently. Licensee's ase thereof for the purposes
specified in this Ail=ment may constitute apossessory interest that is or may be subject to
mention by the State of California and/or the County of prism amPor other govemeaental taxing
agencies. Licensee apaas in promptly pay any apo all such taxes and assessments regardless of
whether the same are assessed at the move of Licence or City, and to indemnity, dismal and
hold the City hornless therefrom. Addian u ly, Licensee, aal not City, shall be responsible for
my amusement sales or other razes relating to the arae of tickets or other admissions to the
Events.
I& Realomtioo of Casualty Damagebe the event any Stadium buJding, somiti
or improvement is damaged by fire, earthquake, ams of God, this Agreement shall immediately
terrain Is, at the election of City, with to further obligation to Licensee. Licenses shell not
under my circumstances be enfital in any insurance procecds or other fords allocated to
ammonite of the Stadium.
12. Condemnation. Irlhewholeoraponionofthe Snalium(oruseorwcupancyof
the Stadium or my interest therein) shall be Wren or coWeeamd by my govemmenml or qumi-
govemncenW authority, other than the City or its redevelopment agency, for my public or quasi -
public use or purpose (including sale under Want of such taking), or if City elom to convey fide
to the consfa or in Has of such a taking, if (i) the portion of the Stadium resuming after such
taking is unsuitable for use by Lien see as perrwnM herein arm Licensee m notifies City in
writing within forty-five (45) days thereafter, then this Agreement shall Watanabe: upon notice he
Licensee, and Licensee shall not he entitled to my portion of my cordemnetion award.
settlement, or sale,
I& Bond CompWn". The parries =knowledge apo agree that alis Ajpomi shall
be modified to my extent required by City's heal counsel m that the Agreement u, in the
opinion of such comsek a qualifrd management contact. In the event bond counsel requires a
immul change to the Existing Agreement, the parties shall neat anal confer in an often to
emend the Agreement in a manor sefisf=nary to the parties and the City's both muvsel. In the
event the parties do art space to m amour the Agreement, my party easy terminate the
Ag ovnsm, with no farther obligation to the parties baemler.
19. Americans with Disabilifies Am Compliance. The City and City make no
representations that the Facility and the Stadium comply with each and every provision
ecnWnW in the Americans with Disability Am (42 U.S.C. ¢12101 et aa9d (the "ADA'
However, the City shall indenmify, defeal (at We City's sole cost apo expense apo with legal
comsel reasonably approvd by Licensee), protist and hold hornless Licensee, and its
respective officen, directors, officials, employees, and agents, and all their relpesenmtiva,
successors, sort assigns from and againes my and all claims, expenses, fees, demeW.s, sort
=tions fast may occur ns a ressh of the Facility or Stadium's noncompliance with the ADA.
20. Mismilmeres
e. Law. This Agreamem shall he deemed to be made and shall be construed
in accordance with the laws of the State of California.
b. Section Hesiaas. The section headings into inurte i herein only as a
matter ofconvenlence and for reference and in no way are intended to be
part of this Agreement or to dcl a limit or describe the scope or stent of
this Agreement or the particular Section hereafm which they refer.
c. AmerNrnent No afternoon, or modifications hereof shall he valid unless
ecuaed by an inmument in writing, by the parties. Neither this
Agreement, nor any tern hereof, tan be changed, modified or abandoned,
in whole or in pmt. except by apartment in writing end property executed,
ark no subsequent oral agreement shall have any validity what ever.
d. Entire Aereement This Agreemem remains all of the agreements and
urkersamdings of the parties m this Agreemem relating to the subject
turner of this Agreement anal stryerudes sty prior agreements, writing,
understandings, represemerions, warranties and other communications
regarding the subject matter of this Agreement.
e. No Parmashio. Notiag herein contain i shell make, or be contract to
make, the City or Baseball Club a parner of one another nor shall Nis
Agreemcm be comwal in create a partnership orjoint venture between
any oftlte pedes Iarem or referted in herein.
If S aularand Plurm. Whemver Ne context shall so requhe, Ne singular
shall include the plural W the plural shall include Ne sagulm.
g. No thud Parry Benefti arv. kept as utherwim specifically provided
herein. this Agrcment is solely for the bertefit of the parties hereto and no
thhd party shall be emideei in claim or caterer any ruts hereunder.
h. Right to E'ect. City shall have the right in eject from the Stadium, without
any liability therefore to Licensor or Baseball Club, persons engaging in
objectionable behavior, even if they are paying holier holders or other
mvitces of Licence shallow Bmeball Club.
is Comol'ance with Law. City and Licenser agree that in its development,
use and operation of the Stadium it shell comply with all applicable
federal, same and local laws.
j. CoumemarU. This Agranrm may be executed in one or more
ounterpans winch, taken together, shall constitute one and the sane
original document
k. Assimmcni Tens Agreement may be assigned only after receiving prior
written consent of City, and Provided that Licensee as well as the assignce
remain fully liable for ell obligations set forth herein.
The parties have entered into this Agreement as of the day and the year set forth
in the opening paragraph of this Agreement.
ATTEST:
REBECCA E. KLISCH
Clerk
APPROVED AS TO FORM:
B A��
6
Dated, 2010
Dared E51.1-7 .2010
LICENSEE:
RGM Pmsenm, LLC.. a California limited
liability compmy
By:
Its
APPROVED AS TO FORM:
Dated: `!ZQK a& .2010
JAMES C. SANCHEZ
City Attorney
Dared E51.1-7 .2010
LICENSEE:
RGM Pmsenm, LLC.. a California limited
liability compmy
By:
Its
Exhibit -A
Common Areae
The parties hereto acknowledge and agree Nat this eAibit will be provided within fifteen (15)
days ofexecudon of Nis Agreement.
City City Licensee
E:tiibit"W
INSURANCE REQUIREMENTS
Limme Agreement betwreo City of Fresno
and RGM Presents, LLC
600 Club—Chukchamski Park
Mmtmum Senpe o(lowrance
Coverage shall he at lest as broad as:
I. The most convent version of Insurance Services Office (ISO) Cornmereial General
Liability Coverage Form CG W 01. which slWl include insurance for "bodily injury,"
`property damage^ aud "persomW and advertising injury" with coverage for premises
and operations, products and completed operations, and contractual liability.
2. The most antral version of Insurance Services ORice (l5O) Liqum Liability
Coverage Form CG W 33, which shall include which shell include insamrce for
"bodily injury;" "property, damage^. The riama aibtgty for this covenge may be
assipM in the concendomme.
3. Workers' Covgansation haumnce as roluired by the Coliforms Labor Code and
Employer's Liability Insurance.
Minimum Limits of lasurance
CONTRACTOR shall maintain limits of liability of not leu than:
I. General Liability:
$I,000,OOO per ocewence fm bodily injury arta property damage
SI,000,000 per occurrence for personal and advertising injury
$2.100,000 aggregate for products and completed operations
$2,000,000 general aggmegae
2. Liquor Liability:
51,000,000 per owunence for bodily injury rad property derange
$2,000,000 general aggregate
3. Employer's Liability
91,000,000 each accident for bodily injury
SLW0,000 disease each employee
51,000,W0 disease policy limit
Umbrella or Excess Insurance
o the event LICENSEE purcha an Umbrella or Excess. insurance policy(im) to met the
"Minimum Limits of Insurance," Nis insurance policy(tes) shell Yollow form" end afford no less
coverage dura tie primary insurance policy(ioo.
UMactibka nod SeR-ImnrM Retentions
LICENSEE shall be responsible for payment of any dductibles contained in my insurance
polices requuM hereuder and LICENSEE sbdB also be responsible for payment of any self.
u surN emotions. Any deductibles or self-insured retentions most be declared to, and appmved
by. the City's Risk Manager or hiUher designee. At the option of the City's Risk Manager or
hismer designx, either (i) the ismer shall rduce or eliminate such deductibles or seffinvured
retentions as respects City, Fresno Baseball Gaup, LLC ad each of dick officers, officials,
employees, agents and volunteers; or (ii) LICENSEE shall provide a financial guarantee,
satisfactory to City's Risk Manager or hisNer designee, gtmrmneeing payment of losses and
relauxi investigations, claim admlvisumon and defense expenses. At no time shall City be
responsible for We psymmt ofany deductibles or self-insured remotions.
Other lasuraece Provisions
The Genml Liability and L'omr Loibfity insurance ool'c'es are to contain. or be endorsed to
comam, the following provisions:
1. City, Fresno Baseball Group, LLC and each of their officers, officials, employees,
agents and volumeon are m be covetd as edditioml insureds.
2. Lite coverage shall contain no special luminaires on the scope of protection affordd
w City, Fresno Baseball Group, LLC and each of their officers, officials. employees.
agents and volunteers.
3. LICENSEE's insurance coverage shell be prurary and no mrtribution shall be
required of City, Fresno baseball Group, LLC sort each of thew officers, officials
employees agents and volunteers.
Tbe Workers' Comceramum 'mm u ce mlicv is In contain, or be endorsed to contain, the
following provision: LICENSEE rust its insurer shell waive my right of subrogation against
City, Fresno Baseball Group, LLC and each of their officers, officials, employees, agents ad
volmmm.
All Colic es of insurance n Iuird hereunder "I be edoned to provide thm the coverage shall
not be cmceild, mai-mcewed, reduced in coverage or in limits except after 30 caledm day
written notice by certified mail, rerun receipt requesu:d, has been given to CITY. Upon issuance
by the insurer, broker, or agent of anotice of cancellation, nm -renewal, or reduction in coverage
or in limits. LICENSEE shall famish City with a new cati5cate and applicable mdomements for
such policy(ies). In da event any policy is due to expire during the careen series, LICENSEE
shell provide a new cer ifncam, end applicable endorsements, evidencing renewal of such policy
not less don 15 calendar days prior to the expimdon date of the expiring policy.
Acceptability of Insurers
All policies of insurance requited hereurWer shall be placed with an insurance company(ies)
admittN by the California Insurance Commissioner to do business in the State of California end
noted not less done "A -VII' in Best's Insurance Razing Guide; or authorized by City's Risk
Manager.
Ver llmdon of Coverage
LICENSEE shall furnish CITY with all certificates) soon applicable endorsemeou effecting
coverage rtguircl hereunder. All cenlfcates and applicable endomemenra our m be received
end approved by the City's Risk Manager or hislMr designee prior m City's execution of the
Agreement and before work commerrces.
UmbreEm or Exm Insure
In Nc event LICENSEE purchases an Umbmlle or Excess im;manm policy(Ics) m mea dw
"Minimum Limits of insurance:'this insurance policy(tes) shell Yollow form" end sffad m lase
mvmage Nan Ne primary Insurance policy(ics).
such w&y(ies). In the event ray policy is due m expire during the concert series, LICENSBB
shell provide a new certificate, sad applicable melorseaants, evidencing rrneved of such poNry
not Ips than 15 caleMar days prior to We expiration date of the expiring policy.
Acceptability of losneers
All policies of ioemance requbed hereaNer shall he placed wild an insurance wmpany(ies)
admitted by We California Insurance Cowwssioner to do business in We State of Calrfocnie and
rated rot less Wen "A -VII" in Best's Insurance tinting Guide; or authorized by City's Risk
Marmger.
verification of Coverage
LICENSEE shag furnish Cl f tvith ell cerlificale(s) and applicable eadoreeaents effecting
coverage required huaader. AB certificates and applicable endorsements are to be received
and approved by We City's Risk Manger or hisNa designee prior in City's execution of We
Agreement and before work commences.