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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.