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HomeMy WebLinkAboutFresno City & County Historical Society - License Agreement - 12-9-2022UUUUOIy11 CI IVCIVFIC IU. I ororr• o-mraw-NH I -M! /i'# JrUI../ t o%,uar-u LICENSE AGREEMENT This License Agreement (Agreement) is entered into on December 9, 2022 (Effective Date), by and between the City of Fresno, a California municipal corporation, (Licensor), and Fresno City & County Historical Society, a California Nonprofit Corporation — Public Benefit. (Licensee). 1. Licensor is the owner of certain real property situated in the City of Fresno, located at APN: 464-22-043T; 510 West Kearney Blvd., Fresno, CA 93706 as depicted in Exhibit A (Property). 2. Licensor grants to Licensee a revocable license (License) to allow Licensee use of the location on March 24, 2023, between the hours of 7:00 a.m. to 11:59 p.m. for a special event. Licensee may not use the Property for any other purpose or business without obtaining Licensor's prior written consent. 3. Licensee must follow the scope of the event as set forth in Exhibit B, attached hereto and incorporated herein to this Agreement. 4. Licensee must use reasonable care and may not unreasonably increase the burden on the Property. 5. This License is personal to the Licensee and shall not be assigned. Any attempt to assign the License shall automatically terminate it. No legal title or leasehold interest in the Property is created or vested in Licensee by the grant of this License. 6. License shall terminate on March 25, 2023. There shall be no renewal of this license. 7. The rate for the rental shall be Three Thousand Dollars ($3,000), this includes use of the Fresno Chandler Executive Airport Terminal and Patio outside the terminal, due in full no later than seven (7) days prior to the event. 8. The Licensee is responsible for all costs associated with Airport staff, at the rate of $31.62 per hour, with a minimum of 2 hours. An invoice will be sent after the event, which is due upon receipt. 9. Licensor may revoke this License at will by having a written revocation notice delivered to Licensee at least fourteen (14) days prior to the termination date specified in the notice. 10. After receipt of a notice of termination from Licensor, on or before the effective date of termination specified in that notice, Licensee shall remove all of Licensee's personal property from the Property and shall surrender possession of the Property to 3096760v1/18621.0001 1 L/UUU01 II CI IVCIUFIC IL/. I Dr Drr4O-MrJUWH 11-111 M-+-Ur U%,I /DI+UJCU Licensor in good order and repair to the satisfaction of Licensor, normal wear and tear excepted. 11. The Licensee shall indemnify, hold harmless and defend Licensor and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by Licensee or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising directly or indirectly from the negligent or intentional acts or omissions of Licensee, or any of their officers, officials, employees, agents, invitees, or volunteers in the performance of this activities described in this Agreement provided nothing herein shall constitute a waiver by City of governmental immunities including California Government Code section 810 et seq. This section shall survive termination or expiration of this Agreement. Insurance requirements are attached hereto and incorporated herein as Exhibit C of this Agreement. 12. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally or deposited into the United States mail, with postage prepaid, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. 13. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 14. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions. 15. This Agreement constitutes the entire agreement between Licensor and Licensee relating to the License. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. Any amendment to this Agreement shall be of no force and effect unless it is in writing and signed by Licensor and Licensee. [Signatures follow on the next page.] 3096760vl / 18621.0001 2 UUUU0Iy1I CI IVCWptI IU. I Dr Drr4U-Mrau-4MI I-F1/M4-Ur UI./ ID%,UJCL/ IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written. Licensor: CITY OF FRESNO, A C"pAApppicipal corporation By: I llj� 1/19/2023 Georgeanne White, City Manager CITY OF FRESNO, A CpliforrjimWnicipal corporation BY R-r6mFSbVl, 1/19/2023 Henry Thompson, A.A.E., C.A.E., IAP Director of Aviation APPROVED AS TO FORM: ANDREW JANZ City("�PJA, �d"' by: � 1/13/2023 BY: - - Brandon M. Collet Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City rks{gned by: By: llaa [�6Vr 1/20/2023 By.� Date Deputy Licensee: FRESNO CITY & COUNTY HISTORICAL SO eBSignedbA California Nonprofit CoToation. vpobliQ Benefit /12/2023 By: _ Name: Elizabeth Laval Title: President Attachments: Exhibit A — Legal/Property Description and Map Exhibit B — Scope of Event Exhibit C — Insurance Requirements 3096760vl / 18621.0001 3 UUUU01 1I CIIVCIUPC IU. 1DrDrr'40-Mr JLJ-+m 11-M/M'i Jr UI../ IDI,WF-L/ FESTIVITIES AREA EXHIBIT A TO .. . �- DINING AREA y - MEET AND GREET AREA FRESNO CHANDLER EXECUTIVE AIRPORT EVENT MAP AERIAL EXHIBIT Red Location — FCH Terminal Building. Use of the lobby area for a meet and greet set up. No other offices or locations can be used during the event inside the Terminal Building. Yellow Location — Outside seating in front of the Terminal Building on the cement between the Terminal Building and the Fence that separates the ramp from the cement. Area cannot extend pass the walkthrough fence between the Terminal Building and 524 W. Kearney Blvd. Blue Location — Use of the School of Aero Hangar and surrounding ramp area is not a part of this Agreement. Fresno County Historical Society must work with the tenant to confirm use of this space. 3096760v1/18621.0001 4 LIUUUJIIY.II CI IVU1UPU ILI. IOrDrr,+o-MrJLJ-4F1I I-M/M'#-Ur UI+/ / D%,UJCL) Fxhihit B Scope of Event: Premises Terminal building, the concreate pad behind the building and the 1940 era hangar (540 W. Kearney) that is directly south of the Terminal building. 540 W. Kearney is not a part of this Agreement. Time Set up from 7am on the date of the event through midnight for load out. Event Information: 5:30pm to 10:30pm, March 24, 2023. Attendance: 400 guests at the event. Flow Guests will arrive and enter through the front doors of the Terminal building. That area will have high -top tables placed and provide each guest with a welcome cocktail. Guests will proceed through the back Terminal building doors to the tables in the back facing the airfield. There will be a Live Entertainer and tables set up for dinner along with a full bar serving period inspired and themed cocktails. After dinner, guests will walk to 540 W. Kearney Blvd across the parking lot reach the hangar where the live band and dance floor will be located. Lighting Lighting Contractor: Light Up the Walls. Plan: 1. LED battery powered chandeliers over the tables in on the concrete pad behind the Terminal building. 2. 8 foot poles with lights to show the pathway between the dinner area and the hangar. 3. Hangar: in front of the doors on the table's battery operated table lamps and additional battery powered chandeliers in that area with some floor lights on the stage and other lighting inside the hangar area. For the parking lot, we would usually rely on any permanent lighting (streetlights) that are already there. If there is no lighting in that area, the event lighting company will supply low flood lights for attendees. Activities Dinner will be served following the cocktail hour. Dinner entertainment includes AJ Fox as MC for the evening. 3096760v1/18621.0001 5 UUUU01y1I CI IVl71LJPt; IU. I Dr Drr'i0-/1rJU-+M I I-M/ H'#-:1r Ulm/ / DVUJCU After dinner the party will shift to 540 W. Chandler hangar which includes a temporary stage for the LIVE band and USO show. There will be cocktails tables, a dance floor and dessert stations and another cocktail bar. Additional Information and Vendors ABC event permit for the bar (copy to be provided to Airport prior to the event) Caterer: Pardini's Catering serving Appetizers, Welcome Cocktails and Dinner. Desserts: One Sweet Table will do dessert stations. Lighting: Light Up the Walls for event lighting KSB: Kathy Burk for event decor and rentals. Security Central California Private Security: cover all the pre -event, event and post event security so we will have guards on site from the time that the first vendor arrives to set up through the end of loadout. 1 guard per 100 people. Music Joe Lenigan — Little Big Band for the USO, additional entertainers who will be preforming. Parking Valet parking: if provided will be handled by Central California Valet. 3096760v1/18621.0001 6 L/VUUJIyii CiivuiupIL/. iororrwo-F1r JLj'+mi loVUJCU EXHIBIT C INSURANCE REQUIREMENTS FOR SPECIAL EVENTS AND THE USE OF CITY GROUNDS AND FACILITIES In consideration for the issuance of a Permit for Special Event or the issuance of a License for the use of City Grounds and Facilities, Permittee shall pay for and maintain in full force and effect all policies of insurance required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated not less than "A-VII" in Best's Insurance Rating Guide, or (ii) authorized by City's Risk Manager or his/her designee at any time in his/her sole discretion. The following policies of insurance are required and shall maintain limits of liability of not less than those amounts stated below, however, the insurance limits available to the City of Fresno, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured. (i) COMMERCIAL GENERAL LIABILITY insurance which shall be at least as broad as the most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01 providing liability coverage arising out of your business operations. Example of acceptable endorsements would be CG 20 12 04 13 or CG 20 26 04 13 along with CG20 01 04 13. The Commercial General policy shall be written on an occurrence form and shall provide coverage for "bodily injury'; "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non -owned equipment), all vendors, exhibitors, entertainers, products and completed operations and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability of not less than the following: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate ANY AMUSEMENT RIDES OR DEVICES MUST BE INSURED AND SPECIFICALLY ENDORSEMENT INTO NOT EXCLUDED FROM THE GENERAL LIABILITY INSURANCE AND IF AMUSEMUSEMENT RIDE/DEVICE OWNER IS NOT THE EVENT HOLDER, THE RIDE/DEVICE OWNER WILL NEED TO ENTER INTO A DIRECT SIDE AGREEMENT TO PROVIDE INDEMNITY AND INSURANCE PROTECTION TO THE CITY OF FRESNO. ALL AMUSTMENET RIDES AND/OR DEVICES MUST BE PREAPPROVED 30 DAYS IN ADVANCE BY RISK MANAGEMENT PRIOR TO USE. 3096760v1/18621.0001 7 UUUU,DlyII CI IVCIUYtV IU. I Dr DrrYO-MrJU-4MI I-M(M'+-:Jr:JIJ I IDI+UJCLI LIQUOR LIABILITY INSURANCE: If alcoholic beverages are to be sold* served or furnished, Liquor Liability coverage is required with limits of liability of not less than: (i) $1,000,000 per occurrence; (ii) $2,000,000 aggregate for bodily injury and property damage; The responsibility for Liquor Liability Insurance may be assigned to Permittee's concessionaire/vendor. *If Permittee intends to sell alcohol either the Permittee or concessionaire/vendor providing the alcohol for sale must have a valid liquor sales license and Liquor Liability Insurance covering sale of alcohol. If the liquor sales license is obtained by a concessionaire/vendor, that entity must enter into a direct Side Agreement with the City of Fresno in order to provide indemnity and insurance protection and provide the required insurance documents as identified herein. COMMERCIAL AUTOMOBILE LIABILITY* insurance which shall be at least as broad as the most current version of ISO Business Auto Coverage form CA 00 01 providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Commercial Automobile policy shall be written on an occurrence form and shall provide coverage for "all owned, hired, and non -owned automobiles or other licensed vehicles (Code 1 - Any Auto) with limits of liability of not less than the following: (i) $1,000,000 per accident for bodily injury and property damage WORKERS' COMPENSATION insurance as required by the State of California and EMPLOYERS' LIABILITY (Where Applicable) insurance with limits of $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit. (Only required if Permittee has employees.) Umbrella or Excess Liability In the event Permittee purchases an Umbrella or Excess Liability insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLESISELF-INSURED RETENTIONS - Permittee shall be responsible for payment of any deductibles contained in any insurance policies required herein and Permittee shall also be responsible for payment of any self -insured retentions. Any deductibles or self -insured retentions must be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager or his/her designee. At the option of the City's Risk Manager or his/her designee, either: 30967600 /18621.0001 8 UUVU01YII CIIVU1UPt! IW. I Dr Drr40-h1r JLJ--tmt I-Mlh14-:Jr Oli/ /DI,uor_L/ (i) The insurer shall reduce or eliminate such deductibles or self -insured retention as respects City, its officers, officials, employees, agents and volunteers; or (ii) Permittee shall provide a financial guarantee, satisfactory to City's Risk Manager or his/her designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be responsible for the payment of any deductibles or self -insured retentions. ENDORSEMENTS: All non -ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Permittee shall have furnished City with the certificate(s) and applicable endorsements for ALL required insurance forty-five (45) days rp for to the Special Event and/or Use of City Grounds and Facilities. (i) All policies of insurance required herein shall be endorsed to provide that the coverage hall not be cancelled, non- renewed, reduced in coverage or in limits except after thirty (30) calendar day written notice by certified mail, return receipt requested, has been given to the City. Permittee is also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non- renewal or reduction in coverage or in limits, Permittee shall furnish the City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the special event, Permittee shall provide a new Certificate and applicable endorsements evidencing renewal of such policy(ies) not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. (ii) The Commercial General, Commercial Automobile and Liquor Liability (if applicable) insurance policies shall name the City of Fresno, its officers, officials, agents, employees and volunteers as additional insureds. (iii) All policies of insurance shall be endorsed to be primary and non-contributory with respect to the City of Fresno, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City of Fresno, its officers, officials, employees, agents and volunteers shall be excess of the Permittee's insurance and not contribute with it. (iv) Any Workers' Compensation insurance policy shall contain a waiver of subrogation as to City of Fresno, its officers, officials, agents, employees and volunteers. 3096760vl / 18621.0001 9 uUUUJIyII CIIVCIUYU lu. IDrDrr-o-Mrou-4F11 /oVUJCu PROVIDING OF DOCUMENTS: Upon request of City, Permittee shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all pages to the policy requested including the Declarations page, the Forms and Endorsements page, all Endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive the expiration or termination of the Permit. MAINTENANCE OF COVERAGE: If at any time during the Special Event or the Use of City Grounds and Facilities, Permittee fails to maintain the required insurance in full force and effect, the Permit providing permission for such use shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. NOTE: A Certificate of Insurance is not acceptable, in lieu of the additional insured and/or waiver of subrogation endorsements required above. The Certificate of Insurance must be accompanied by the Insurance Policy Declarations' pages, the Forms and Endorsements pages, Additional Insured and Primary and Non Contributory Insurance endorsements. The Permittee is required to cover all parts of the event. If any part of the event is excluded by the insurance provided, the Permittee is required to purchase coverage for these exposures. The exposures include but are not limited to; Liquor, Amusement Devices, Vendors, Exhibitors, DJs, Live Performers and Bands. 3096760vl / 18621.0001 10