HomeMy WebLinkAboutCalifornia Interscholastic Federation (CIF) - License Agreement Spcial Event-Woodward Park - 06.15.23LIUI:UJIIy.II CIIVCIUpt: IU. CI,�J:JOffO JUf C-Yf CD'�My D-�J �Gr UI'O�/L.7
LICENSE AGREEMENT SPECIAL
EVENT-WOODWARD PARK
(CITY OF FRESNO - CALIFORNIA INTERSCHOLASTIC FEDERATION)
THIS LICENSE AGREEMENT (Agreement) is dated this 15th of Tune ,2023 and is
entered into by and between the CITY OF FRESNO, a municipal corporation organized and
existing under the laws of the State of California (City), and CALIFORNIA
INTERSCHOLASTIC FEDERATION (CIF), a California corporation.
AGREEMENT
In consideration of the mutual promises, covenants, and agreements herein contained, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. CIF, as an independent contractor, shall manage and operate Woodward Park
located at 7775 N. Friant Road, Fresno CA (Park) during the Event. In such capacity,
CIF will have authority over matters regarding the event and attendees within the
park who are attending the event. CIF shall provide such services consistent with the
standards for performance of services in this Agreement, and where not expressed
herein, in accordance with generally accepted industry standards. In no event shall
CIF hold itself out as, act as, or be the agent of, City, without the City's express written
authority to do so.
2. CIF shall be responsible for managing all operations and production of Event. No less
than 30 days prior to the date of the event, a meeting will be held with all CIF event
holders and the City PARCS Department Director, or designee to finalize the details
of the event. Furthermore, CIF is responsible for ensuring that, by the end of the
Event, the Park is restored to the condition which it was in immediately prior to Event
in all material respects, ordinary wear and tear excepted. If the Park is not restored
to the City's reasonable satisfaction, the City shall use its resources to restore the
Park to its prior condition and will bill CIF for labor and material costs accrued
restoring the park to its condition prior to the event. City staff will be available to
validate the condition of the park before each event at a mutually agreed upon time.
3. On event dates, CIF shall have access to the Park from 5:00 a.m. to 7:00 p.m.
4. Events: CIF is licensing use of the Park for the purpose of the State High School
Cross Country Championship on the following dates: November 24 and 25, 2023;
November 29 and 30, 2024; November 28 and 29, 2025; November 27 and 28, 2026;
and November 26 and 27, 2027.
5. Fees and Costs:
Per bid proposal by the City submitted to CIF in 2023, the City will waive all Rental
Fees for facilities within Woodward Park for the event. There will be a $1,000
cleaning/security deposit fee that will be applied to each year's event. The deposit is
up to 80% refundable dependent on the condition of the facility after completion of
each year's event. If requested, the cleaning/security deposit fee can be deducted
from the reimbursement fee paid by the City of Fresno to CIF. CIF and local meet
management will be responsible for operating the park entrance off of Friant Road
and may charge entry fees, with proceeds going to the CIF. CIF and local meet
management will also be responsible for operating the east park entrance booth off
of Audubon Road and may charge entry fees, with proceeds going to the CIF. The
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PARCS Department through ACE Parking will be responsible for the west park
entrance booth off of Audubon Drive with gate fee proceeds going to the PARCS
Department. CIF will not be authorized to charge park entrance fees to attendees
entering the park as pedestrians or on bicycles. All City employees and City vehicles
will be granted entry into any location in the park as is consistent with normal park
operations.
There will be no Vendor Fees charged by the City for CIF vendors.
The City will reimburse CIF up to, but not to exceed $10,000 per year for personnel
expenses incurred at these events.
& CIF will be required to supply all required security officers deemed necessary by the
Fresno Police Department.
7. CIF shall comply with all terms of the applicable Conditional Use Permit (CUP), laws,
liquor licenses, City Ordinances, and written City policies in effect at the time of the
Event.
& Indemnification: To the furthest extent allowed by law, CIF shall indemnify, hold
harmless and defend the City 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 City, Licensee or any other
person, and from any and all claims, demands and actions in law or equity (including
attorney's fees, litigation expenses, and costs to enforce this agreement), arising or
alleged to have arisen directly or indirectly out of the performance of this License
Agreement. Licensee's obligations under the preceding sentence shall apply
regardless of whether City of any of its officers, officials, employees, agents or
volunteers are negligent, but shall not apply to any loss, liability, fines, penalties,
forfeitures, costs or damages caused solely by the gross negligence, or caused by the
willful misconduct of the City or any of its officers, officials, employees, agents or
volunteers.
If CIF should subcontract all or any portion of the work to be performed under this
Agreement, including, but not limited to, the operations and productions of Event, CIF
shall require each subcontractor to indemnify, hold harmless and defend City and
each of its officers, officials, employees, agents and authorized volunteers in
accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
9. Insurance:
(a) Throughout the life of this Agreement, CIF shall pay for and maintain in full
force and effect all insurance as 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 no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as
may be authorized in writing by CITY'S Risk Manager or his/her designee at any time
and in his/her sole discretion. The required policies of insurance as stated herein shall
maintain limits of liability of not less than those amounts stated therein. However, the
insurance limits available to CITY, its officers, officials, employees, agents and
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volunteers as additional insureds, shall be the greater of the minimum limits specified
therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, CIF or any of
its subcontractors fail to maintain any required insurance in full force and effect, all
services and work under this Agreement shall be discontinued immediately, and all
payments due or that become due to CIF shall be withheld 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 CITY. Any failure
to maintain the required insurance shall be sufficient cause for CITY to terminate this
Agreement. No action taken by CITY pursuant to this section shall in any way relieve
CIF of its responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by CITY that
an insurer has commenced proceedings, or has had proceedings commenced against
it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by CIF shall not be deemed to release or
diminish the liability of CIF, including, without limitation, liability under the indemnity
provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits
do not act as a limitation upon the amount of indemnification to be provided by CIF.
Approval or purchase of any insurance contracts or policies shall in no way relieve
from liability nor limit the liability of CIF, vendors, suppliers, invitees, contractors, sub-
contractors, subcontractors, or anyone employed directly or indirectly by any of them.
The following policies of insurance are required:
A. COMMERCIAL GENERAL LIABILITY insurance which shall be at least as
broad as Insurance Services Office (ISO) form CG 00 01 and shall include
insurance for "bodily injury", "property damage" and "personal and advertising
injury", including premises and operation, products and completed operations
and contractual liability with limits of liability of not less than $1,000,000 per
occurrence for bodily injury and property damage, $1,000,000 per occurrence
for personal and advertising injury, $2,000,000 aggregate for products and
completed operations and $2.000.000_general aggregate.
B. COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least
as broad as the most current version of Insurance Service Office (ISO)
Business Auto Coverage Form CA 00 01, and include 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 $1,000,000 per accident for bodily
injury and property damage.
C. LIQUOR LIABILITY insurance ( if applicable) which shall be at least as broad
as the most current version of Insurance Services Office (ISO) Liquor Liability
Coverage Form CG 00 33, with limits of liability of not less than $1,000,000
per occurrence and $2,000,000 aggregate for bodily injury and property
damage. The responsibility for this coverage may be assigned to a
concessionaire or vendor.
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D. WORKERS' COMPENSATION insurance as required under the California
Labor Code.
E. EMPLOYERS' LIABILITY insurance with minimum limits of $1,000,000 each
accident, $1,000,000 disease each employee and $1,000,000 disease policy
limit.
In the event CIF purchases an Umbrella or Excess insurance policy(ies) to meet the
minimum limits of insurance set forth above, this insurance policy(ies) shall "follow form"
and afford no less coverage than the primary insurance policy(ies).
CIF shall be responsible for payment of any deductibles contained in any insurance policies
required hereunder and Licensee shall also be responsible for payment of any self -insured
retentions. Any deductibles or self -insured retentions must be declared to, and approved by,
the City's Risk Manager or designee. At the option of the City's Risk Manager or designee,
either (i) the insurer shall reduce or eliminate such deductibles or self -insured retentions as
respects City, its officers, officials, employees, agents and volunteers; or (ii) Licensee shall
provide a financial guarantee, satisfactory to City's Risk Manager or 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.
The above -described policies of insurance shall be endorsed to provide an unrestricted 30
day written notice in favor of the City, of policy cancellation, change or reduction of coverage,
except for the Workers' Compensation policy which shall provide a ten day written notice of
such cancellation, change or reduction of coverage. In the event any policies are due to
expire during the term of this Agreement, a new certificate evidencing renewal of such policy
shall be provided not less than 15 days prior to the expiration date of the expiring policy(ies).
Upon issuance by the insurer, broker, or agent of a notice of cancellation, change or
reduction in coverage, Licensee shall file with the City a certified copy of the new or renewal
policy and certificates for such policy.
The General Liability, Commercial Automobile Liability and Liquor Liability insurance
policies shall be written on an occurrence form and shall name the City, its officers, officials,
agents, employees and volunteers as an additional insured. Such policy(ies) of insurance
shall be endorsed so CIF'S insurance shall be primary, and no contribution shall be required
of the City. Any Workers' Compensation insurance policy shall contain a waiver of
subrogation as to the City and each of its officers, officials, employees, agents and
volunteers.
CIF shall furnish the City with the certificate(s) and applicable endorsements for ALL
required insurance two weeks prior to any scheduled Event. The failure to furnish the City
with the certificate(s) and applicable endorsements for ALL required insurance two weeks
prior to any scheduled Event, or to maintain the required insurance during the scheduled
Event, shall be sufficient cause for the City to terminate this Agreement.
The fact that insurance is obtained by CIF shall not be deemed to release or diminish the
liability of CIF, including, without limitation, liability under the indemnification provisions of
this Agreement. The duty to indemnify City and its officials, officers, employees, agents and
volunteers shall apply to all claims and liability regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of indemnification
to be provided by CIF. Approval or purchase of any insurance contracts or policies shall in
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no way relieve from liability nor limit the liability of CIF or any subcontractors.
Upon request of City, CIF shall immediately furnish City with a complete copy of any
insurance policy required under this Agreement, including all endorsements, with said copy
certified by the underwriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
If CIF should subcontract all or any portion of the subcontract all or any portion of the work
to be performed under this Agreement, including, but not limited to, the operations and
productions of Events, CIF shall require each subcontractor to provide insurance protection
in favor of City and each of its officers, officials, employees, agents and authorized volunteers
in accordance with the terms of this section, except that any required certificates and
applicable endorsements shall be on file with CIF and City two weeks prior to the
commencement of any work by the subcontractor.
10. Authority and Approval. All parties hereto have the requisite power and authority to
execute, deliver and perform this Agreement, and all actions of each such party,
necessary for such execution, delivery and performance have been duly taken.
11. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall for all purposes be deemed an original, and all such counterparts shall
together constitute but one document.
12. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. Venue shall be Fresno County.
13. Termination. This Agreement shall terminate immediately at the scheduled
conclusion of the Events. This Agreement shall also be immediately terminated
should CIF fail to comply with the terms of this Agreement, including the terms of the
CUP. Sections 8 and 9 of this Agreement shall survive the termination or expiration
of this Agreement.
14. Amendment. This Agreement may not be amended or modified except in writing
signed by each of the parties to this Agreement. This Agreement shall be construed
as to its fair meaning and not strictly for or against either party. The headings hereof
are descriptive only and not to be construed in interpreting the provisions hereof.
15. Assignment. CIF may not assign its rights under this Agreement without the written
consent of City, which consent may be withheld at City's sole and absolute discretion.
16. Prior Agreements. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior and agreements
and understandings concerning the subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed this AGREEMENT to be
effective as of the date first above written.
CITY OF FRESNO,
A Cali jgkXW icipal corporation
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attp r,qd by:
a�,�p11, (hW 6/5/2023
By:
Bran on oIIet Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clgrk,igned 6y:
By. ll�t A Gf DUV 6/16/2023
r, n` Date
Deputy
CIF:
CALIFORNIA INTERSCHOLASTIC
FEDERAT AU,qnQplifornia corporation
uc c a av:
Name: Bobbi Madsen
Title: Director
(If corporation or LLC., Board Chair,
Pl-�e S :pg -yli pres.)
By. �Via�, �u7w�auv
Name: Brian Seymour
Title: Associate Executive Director
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
�f
Tina Your
From: DocuSign NA3 System <dse_NA3@docusign.net> on behalf of Amanda Martin via
DocuSign <dse_NA3@docusign.net>
Sent: Friday, June 16, 2023 10:43 AM
To: Clerk
Subject: License Agreement - City of Fresno and OF
External Email: Use caution with links and attachments
DocuSign-
Amanda Martin
amanda.martin@fresno.gov
PRIVATE MESSAGE
Item 1-C, File ID 23-898 on the June 15th agenda. Approved -
License Agreement between City of Fresno and CIF-