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HomeMy WebLinkAbout*AGMT - Advantage International 1 2.4.A.1-Led ce,44:4a i City of Seal Beach/Advantage International 1997 . 1997 ADVANTAGE INTERNATIONAL E SPN BIKES - BLADES & BOARDS BLADE JAM Only by Rollerblade LICENSE AGREEMENT (City of Seal Beach and Advantage International, Marketing) THIS AGREEMENT is entered into as of July 14, 1997, by and between the City of Seal Beach (" City "), and ADVANTAGE INTERNATIONAL MARKETING, ( "ADVANTAGE INTERNATIONAL "). RECITALS A. City is a municipal corporation duly organized as a charter city pursuant to the laws of the State of California, with the power and authority to carry out all acts agreed to herein. City has its primary office and place of business at 211 Eighth Street, Seal Beach, Califomia 90740. Notices given under this contract shall be addressed to City at the address given above, attention of City Manager. B. ADVANTAGE INTERNATIONAL is a California corporation incorporated under the laws of the State of Califomia. ADVANTAGE INTERNATIONAL has its primary office and place of business at 1266 East Main Street, Seventh Floor, Stamford, CT 06902. Notices given under this contract shall be addressed to ADVANTAGE INTERNATIONAL at the address listed above. C. City either owns or is the lessee of tide and submerged lands and beach parking lots located within City and commonly known as Seal Beach ( "Seal Beach "). D. ADVANTAGE INTERNATIONAL desires to license the use of those portions of Seal Beach's property, namely a parking lot area and it's beach area adjacent to it delimited on Exhibit A (the "premises ") from City in order to hold its 1997 B Competition and Blade Jam for the recreational enjoyment and appreciation of the residents of the City of Seal Beach and the people of the State of California. NOW, THEREFORE, in consideration of the foregoing and the covenants and conditions herein contained, it is mutually agreed as follows: 1. City hereby licenses the premises, on the terms and conditions hereafter set forth, to ADVANTAGE INTERNATIONAL for the production of its 1997 ESPN - B and Blade Jam only by Rollerblade Competition. 2. The dates and purposes for which ADVANTAGE INTERNATIONAL is permitted access to and utilization of the premises are: Monday - Thursday August 25 - August 28, 1997 (set -up) Friday - Sunday August 29 - August 31, 1997 (competition) Sunday - Tuesday August 31 - September 2, 1997 (take -down) oJum1113apee7sam 1 • • City of Seal Beach/Advantage international 1997 3. The hours ADVANTAGE INTERNATIONAL is permitted access to and utilization of the premises are 8:00 a.m. to 7:00 p.m. each day. 4. ADVANTAGE INTERNATIONAL hereby acknowledges that ADVANTAGE INTERNATIONAL must terminate its activities on the premises no later each day than the time specified in Section 3 above except for those activities necessary to supplying security services for ADVANTAGE INTERNATIONAL equipment remaining on the premises overnight In the event that ADVANTAGE INTERNATIONAL undertakes any activity on the premises, excluding security services, outside the permitted hours specified in Section 3 above, ADVANTAGE INTERNATIONAL shall pay to City a penalty in the amount of $500.00 for each hour or portion thereof during which ADVANTAGE INTERNATIONAL'S activities take place in violation of the above specified time limits. 5. ADVANTAGE INTERNATIONAL will provide adequate on -site around -the -clock security during all hours that it has equipment on the site. Security Personnel must be adequately attired for easy identification. 6. ADVANTAGE INTERNATIONAL agrees to pay to the City the following fees and charges in consideration for the issuance of this license: a. A license fee of $1,500 per day for each day of competition (3 x $1,500=$4.500), and a license fee of $750 per day for each day of preparation and clean -up (6 x $750= $4,500), a total of $9,000. b. All personnel and materials costs incurred by City in connection with this Agreement, including overhead and indirect costs as estimated in the Budget attached as Exhibit B. c. A filming fee of $400.00 per day for each day during which filming, video taping or other electronic media production-takes place (3 x $400 = $1200). d. Any additional services deemed appropriate by the City, in the City's sole discretion, to ensure public safety will be paid for by ADVANTAGE INTERNATIONAL. 7. Concurrently with the execution of this Agreement, ADVANTAGE INTERNATIONAL shall pay to City one -half of the total estimated fees as set forth in Exhibit B. ($19,464). In addition, ADVANTAGE INTERNATIONAL shall pay to City a second installment payment in the amount of $19,464 to be credited against City's actual costs and expenses no later than 10:00 a.m. Monday, August 25, 1997. In the event that the City's actual costs and expenses pursuant to this Agreement exceed the amounts paid in advance by ADVANTAGE INTERNATIONAL, City shall, within seven (7) working days of the termination of ADVANTAGE INTERNATIONAL'S activities hereunder, provide an itemized invoice to ADVANTAGE INTERNATIONAL, which invoice shall be paid by ADVANTAGE INTERNATIONAL within fourteen (14) days of receipt. 8. ADVANTAGE INTERNATIONAL shall provide regular shuttle service between Boeing and 1st Street Beach parking areas and the premises preceding, during and following the competition. ADVANTAGE INTERNATIONAL shall submit a shuttle service plan to City at least 7 days preceding the cJs=1B3s8ee7tam 2 • II • City of Seal E+• Ich/Advantage International 1997 first competition event for City's review and approval. City will promptly review the submitted plan, and City's appro' al shall not be unreasonably withheld. Shuttle bus service will be provided from the Boeing parking area. ADVANTAGE INTERNATIONAL will make the necessary arrangements with Boeing (Michelle Bandoian: (562) 797 -5834 ). Departures suggested at 20 minute intervals. Adequate bus signage and locations along Seal Beach Blvd, PCH North and South, the 8th and 10th Street Lots, 1st Street and Seal Beach Blvd. at PCH. The buses should be clearly identified with the events and destinations. Buses are to be routed form Seal Beach Blvd., to PCH, right to 1st Street, left to Ocean , Avenue, (Pick - up at 1st Street Saturday morning 9 a.m. -12 Noon) left to Eisenhower Park West (between 8th and Main), then continue on Ocean Avenue to Seal Beach Blvd, left to Boeing. Shuttle bus service will be provided Friday, Saturday and Sunday. Publicity material distributed to the news media shall prominently include information regarding the Shuttle Bus and shall state that alcohol and glass containers are strictly prohibited on shuttle busses and at the event. Flyers mapping the Boeing parking/shuttle service should be available. Copies should be made available for the beach parking lot attendants. This license shall be of no force or effect until such shuttle service plan has been approved by City and attached to this license as Exhibit C. 9. ADVANTAGE INTERNATIONAL may not charge admission. 10. No alcoholic beverages shall be sold or permitted on the premises by ADVANTAGE INTERNATIONAL. 11. a. ADVANTAGE INTERNATIONAL may place a VIP tent or other private reception facility on public property as indicated on Exhibit A, provided that no alcoholic beverages shall be sold or permitted in such facility. b. ADVANTAGE INTERNATIONAL will also provide trash bins and portable rest rooms to the premises for each period of use. On each day of activity undertaken pursuant to this agreement, ADVANTAGE INTERNATIONAL shall provide sufficient custodial services on the premises to ensure that the premises and surrounding beach area are maintained in a clean and orderly condition, and in substantially the same condition as existed prior to the commencement of ADVANTAGE INTERNATIONAL activities. The City's Special Events Coordinator shall determine the appropriate number of trash bins, portable rest rooms and custodial services to be provided. c. ADVANTAGE INTERNATIONAL will order one 44 -yard dumpster to be located in the 1st Street parking lot and 1 44 -yard dumpster to be located in the 10th Street Lot. ADVANTAGE INTERNATIONAL will provide an adequate number of cardboard trash containers. d. Cones and barricades as needed will be rented by ADVANTAGE INTERNATIONAL and put in place and subsequently removed by their staff per the site plan and emergency procedures as set by Lifeguards, Fire and Police. 12. ADVANTAGE INTERNATIONAL shall make no alterations, physical modifications or defacements of any nature to the premises or its facilities without the prior written consent of City. All Gom\B3spee7sam 3 • • , City of Seal Beach/Advantage International 1997 equipment, furnishings, or other personal property provided by ADVANTAGE INTERNATIONAL shall remain the property of ADVANTAGE INTERNATIONAL and shall be removed from the premises by 8:00 p.m. on September 2, 1997, unless ADVANTAGE INTERNATIONAL has received prior written consent from City to temporarily leave such property on the premises. 13. City will supplement ADVANTAGE INTERNATIONAL'S custodial services to the premises for each period of use by ADVANTAGE INTERNATIONAL. City will provide such police, lifeguard and other public safety services as City, in its sole discretion, determines to be necessary or appropriate during use of the premises by ADVANTAGE INTERNATIONAL. The cost of all such services shall be paid by ADVANTAGE INTERNATIONAL pursuant to Section 6 of this Agreement. ADVANTAGE INTERNATIONAL shall provide all other personnel needed for its event. 14. ADVANTAGE INTERNATIONAL shall be solely responsible for providing electrical power for any and all lights, production equipment, or other facilities necessary for ADVANTAGE INTERNATIONAL'S purposes. City shall not be liable for delay or damage caused by an electrical power outage outside of City's control. ADVANTAGE INTERNATIONAL shall not utilize any other equipment which places any significant load on the premises electrical system without the prior written consent of City and upon such further terms and conditions as City may, in its sole discretion, impose. All public address systems/speakers will be directed toward the ocean, away from the residences. ADVANTAGE INTERNATIONAL shall abide by City noise standards and a sound test must be performed prior to the event to ensure that noise levels will be contained to levels established by the City for Special Events. 15. The premises is licensed to ADVANTAGE INTERNATIONAL in AS IS condition. City assumes no liability or responsibility for any losses incurred by ADVANTAGE INTERNATIONAL as a result of the failure of any of its equipment servicing the Beach, or any portion of the premises, but City shall endeavor to repair or correct any such failures in a timely manner, provided that ADVANTAGE INTERNATIONAL has notified City of the need for such corrective action. 16. The City Manager, or his representative, shall coordinate all requests for services under this Agreement. 17. ADVANTAGE INTERNATIONAL agrees to indemnify City, its officers, employees and agents against, and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the acts, errors or omissions of ADVANTAGE INTERNATIONAL, its agents, employees, subcontractors, competitors, spectators, vendors, or other invitees arising out of ADVANTAGE INTERNATIONAL'S use of the premises under this Agreement. a. ADVANTAGE INTERNATIONAL will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneys' fees incurred in connection herewith; doom B3apee7sam 4 • • City of Seal Beach/Advantage International 1997 b. ADVANTAGE INTERNATIONAL will promptly pay any judgment rendered against City, its officers, agents, employees for any such claims, damages, penalties, obligations or liabilities; and c. In the event City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against ADVANTAGE INTERNATIONAL for such damages or other claims arising out of or in connection with the sole negligence or wrongful acts of ADVANTAGE INTERNATIONAL here under, ADVANTAGE INTERNATIONAL agrees to pay City, its officers, agents, or employees, any and all costs and expenses incurred by City, its officers, agents or employees in such action or proceeding, including but not limited to, reasonable attorneys' fees. d. Prior to the commencement of the competition ADVANTAGE INTERNATIONAL shall require each participant to execute a waiver of liability, indemnification, and assumption of the risk agreement in favor of City in a form satisfactory to the City Attorney. If any participant is a minor said agreement shall be co- executed by the minor's parent or legal guardian. ADVANTAGE INTERNATIONAL shall not, under any circumstance, permit any participant to take part in any aspect to the Espn -B & Blade Jam Only From Rollerblade competition unless and until such agreement has been executed in favor of the City. ADVANTAGE INTERNATIONAL understands and agrees that in the event that ADVANTAGE INTERNATIONAL fails to comply with this Section 16 (d), ADVANTAGE INTERNATIONAL shall be solely liable for any injury or damage to any participant or spectator in any way arising out of the participation by any participant who did not execute such an agreement, and that the indemnification and defense provisions of this Section 16 shall be fully applicable, regardless of any negligence on the part of City, its officers and agents, or employees. e. ADVANTAGE INTERNATIONAL specifically agrees to indemnify the hold the City harmless from any and all actions, claims, loss, or damage arising out of the delay or cancellation in ADVANTAGE INTERNATIONAL'S intended use of the premises which may be caused by the decision or action of any governmental entity other than City, or of a court of competent jurisdiction. In case of such delay or cancellation, ADVANTAGE INTERNATIONAL shall be entitled to a refund of the unused portion, if any, of payments made to City by ADVANTAGE INTERNATIONAL, or upon the mutual agreement of the parties, to reschedule the event. 18. Except as limited by Section 15 of this Agreement, City agrees to indemnify ADVANTAGE INTERNATIONAL, its officers, employees and agents against, and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the negligent acts, errors or omissions of City, its agents, employees, subcontractors, or invitee arising out of City's performance under this Agreement. a. City will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneys' fees incurred in connection herewith; a.bma3aperc7sam 5 • • • City of Seal Beach/Advantage International 1997 b. City will promptly pay any judgment rendered against ADVANTAGE INTERNATIONAL, its officers, agents, employees for any such claims, damages, penalties, obligations or liabilities; and c. In the event ADVANTAGE INTERNATIONAL, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against City for such damages or other claims arising out of or in connection with the sole negligence or wrongful acts of City here under, City agrees to pay ADVANTAGE INTERNATIONAL, its officers, agents, or employees, any and all costs and expenses incurred by ADVANTAGE INTERNATIONAL, its officers, agents or employees in such action or proceeding, including but not limited to, reasonable attorneys' fees. 19. ADVANTAGE INTERNATIONAL shall take out and maintain at its sole expense, during the life of this Agreement, broad -form comprehensive general public liability insurance issued by an insurer admitted to do business in the State of California and listed "B +" or better in Best's Insurance Guide. The policy shall be written on an occurrence basis and provide coverage for bodily injury (including accidental death), property damage, contractual liability, personal injury and advertising injury. The policy shall also contain a broad -form property damage endorsement, or equivalent coverage. a. City and its officers and employees shall be named as additional insured in an endorsement added to and forming a part of the policy. As additional insured, City and its officers and employees shall be insured, under all of the coverage provided in the policy, for liability claims arising from the operations under the Contract, including operations and work performed and materials supplied by or on behalf of ADVANTAGE INTERNATIONAL, any subcontractors, or by anyone directly or indirectly employed by any of them. b. The minimum limits of liability coverage shall be as follows: (1) Limit of liability for bodily injury (including accidental death): each occurrence, $2,000,000.00. (2) Limit of liability for property damage: each occurrence, $2,000,000.00. (3) Limit of liability for personal injury: each occurrence, $2,000,000.00. (4) Limit of liability for advertising injury: each occurrence, $2,000,000.00. c. The maximum deductible payable by the insured under the policy shall be $25,000, and the policy of liability insurance shall contain the following clauses: (1) The naming of an additional insured as herein provided shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured; and (2) The additional insured named herein shall not be held liable for any premium or expense of any nature on this policy or any extension thereof; and r.Ymmgi3apeetsam 6 • • City of Seal Beach/Advantage International 1997 (3) The additional insured named herein shall not by reason of being so named be considered a member of any mutual insurance company for any purpose whatsoever; and (4) The provisions of the policy, including but not limited to the interest of the additional insured named herein, will not be changed, suspended, canceled or otherwise terminated without the carrier first directly giving City 5 days written notice. If the carrier intends to not renew the policy, City must also be given 5 days written notice of that decision. (5) The insurance afforded by this policy applies separately to each insured • against whom a claim or suit is made or suit is brought, except with respect to the limit of the insurer's liability. d. ADVANTAGE INTERNATIONAL'S liability insurance policy shall provide that it is primary to any other insurance or self - insured retention that the City or other additional insureds may possess, and any insurance or retention held by the additional insureds shall be considered excess only, and not subject to any requirement of contribution or right of subrogation. e. Nothing contained herein shall be construed as limiting in any way the extent to which ADVANTAGE INTERNATIONAL may be held responsible for payment of damages to persons or property resulting from its operations, including operations and work performed or materials supplied by or on behalf of ADVANTAGE INTERNATIONAL, any subcontractors, or by anyone directly or indirectly employed by any of them. f. ADVANTAGE INTERNATIONAL shall furnish City with satisfactory proof of the existence of the liability insurance required herein, by submitting a certified copy of the policy and all endorsements, including an endorsement naming City and its officers and employees as additional insured, to City at the time the Contract is executed by ADVANTAGE INTERNATIONAL and delivered to City. City shall not execute this Agreement until all insurance is approved by City. g. ADVANTAGE INTERNATIONAL shall maintain in full force and effect Worker's Compensation Insurance to cover the ADVANTAGE INTERNATIONAL' employees as required by the California Labor Code. • h. ADVANTAGE INTERNATIONAL shall insure that any subcontractor ADVANTAGE INTERNATIONAL employees during the course of this agreement shall comply with the insurance requirements set forth herein. 20. City personnel authorized by the City Manager shall have the right to inspect the premises during its use by ADVANTAGE INTERNATIONAL to determine whether ADVANTAGE cbmAB3areelsm, 7 • • City of Seal B ach/Advantage International 1997 INTERNATIONAL is complying with the terms and conditions of this Agreement, or for any purpose incidental to the rights of City. 21. ADVANTAGE INTERNATIONAL shall not at any time or in any manner represent that it or any of its agents, employees, or subcontractors are in any manner agents or employees of City, or that the activities of ADVANTAGE INTERNATIONAL are in any manner endorsed, sponsored or approved by City. 22. City and ADVANTAGE INTERNATIONAL shall each be and act as independent contractors and under no circumstances shall this Agreement be construed as one of agency or partnership between City and ADVANTAGE INTERNATIONAL. Each party acknowledges and agrees that it neither has nor will give the appearance or impression of having any legal authority to bind or commit the other party in any way other than as mentioned in this Agreement. 23. Either party shall have the right to terminate this Agreement for the violation of any material term of this Agreement by the other party, upon twenty -four (24) hours written notice to the breaching party, if the material breach is not first cured by the breaching party within that time. 24. This Agreement constitutes the entire agreement of the parties, and the provisions hereof supersede any and all prior and contemporaneous agreements or understandings relating to the same subject matter. This Agreement may be amended only by a writing signed by both parties. Modifications and amendments made to any material portion of this Agreement must at the discretion of the City Manager be pre - approved by City's City Council. 25. Neither party shall assign its rights, obligations, or any license created under this Agreement to a third party without the prior written consent of the other party, and any purported assignment lacking such written consent shall be null and void. 26. Failure or inability of either party to enforce any right here under shall not waive any rights with respect to any other or future rights or occurrences. 27. City has no rights to, nor is it authorized to negotiate for or contract with any entity for, the various commercial rights to the tournament without the written permission of ADVANTAGE INTERNATIONAL. 28. The validity, interpretation, and performance of this Agreement shall be controlled by and . construed under the laws of the State of California. 29. In the event that either party to this agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this agreement the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attomey's fees. Such an action shall be brought in the Municipal or superior Court for the County of Orange, State of California. ADVANTAGE INTERNATIONAL hereby consults to the jurisdiction of such court for any action arising out of the Agreement and agrees to accept service by United States mail of any notice and/or pleading at the address set forth herein. elamlBiagme7..m 8 • • City of Seal Beach/Advantage International 1997 out of the Agreement and agrees to accept service by United States mail of any notice and/or pleading at the address set forth herein. 30. ADVANTAGE INTERNATIONAL will assign a representative to the 10th Street parking lot each day of competition to assist with VIP reserved parking. 31. ADVANTAGE INTERNATIONAL shall not perform any physical improvement or alteration to any portion of city property without prior written approval from the Director of Public Works. ADVANTAGE INTERNATIONAL shall furnish all necessary materials, labor, equipment, and other incidental and appurtenant work necessary for any services in connection with this event. ADVANTAGE INTERNATIONAL shall provide and pay for any costs associated for complying to all City Regulations, Specifications and Provisions. 32. Exhibits A (LAYOUT) , B (EXPENSE SHEET, and C (TRANSPORTATION /PARKING) attached hereto are hereby incorporated by reference into this agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OF ) ZJ P4LJ ACH a By: City Manager, Keith R. Till ADVANTAGE INTERNATIONAL By: Wade Martin Account Coordinator c kam\B3agree7sam 9 • • s _ o <i N H H pa x H W 4.0445 448 0 0) tu tr C et s O ° a) as M er Cl) W Q .r e s i a a 0 G ' elcro el u E 'all cs M CC I c c� 03 O 0 t- i OZ r S 0 C = CC .) .` v. an V1 asd Edio1unysi ° u Q C 1:3 czt 35 0 65 O 3 , , a 1:30 oom pon MI ( r Skate ICK -Up lear p O • U B B Lh oath A B3 Entrance!! a E 2 C t: ca 0 a 0 a O L co M » 8 En W M 0 .` a. U E a a as N 0 11 ' ej OD . i E fi 30I 1 EXHIBIT B 1997 Advantage International ESPN B Bikes - Blades & Boards Blade Jain Only by Rollerblade Expense Estimates July 97 Please find preliminary estimates for hosting your event in Seal Beach. Figures are rounded -up. User Fees: Setup dates: Monday, Tuesday, Wednesday, Thursday: August 25, 26, 27, 28, 1997 Competition dates: Friday, Saturday, Sunday: August 29, 30, 31, 1997 Tear down: Monday: September 4, 1997 City Property User Fee $1,500 /day x 3 days $4,500 City Property User Fee Set up/ Take down $ 750 /day x 8 days $6,000 Video Filming Location Fee $ 400 /day x 3 days $1.200 SUBTOTAL $11,700 Administration Fee: 15% x $11,700 $ 1.755 SUBTOTAL $13,455 Parking Fees: (10th St. 207 spaces) $ 6 /space x 207 x 8 days $9,936 (8th St. 30 spaces) $ 6 /space x 30 x 4 days $ 720 SUBTOTAL $10,656 Staff Fees: Recreation Department 30 hours $35/hr $1,050 Police Department 1 Supervisor (Lieutenant) 24 hours $62 /hr $1,488 3 Police Officers 24 hours $42/hr $3,024 1 Dispatcher 24 hours $26 /hr $ 624 1 Parking Control Officer 24 hours $23/hr $ 552 SUBTOTAL $ 5,688 Public Works 1 Supervisor 24 hours $33/hr $ 792 1 Beach Crew 24 hours $29/hr $ 696 1 Signage Crew 4 hours $25/hr $ 100 1 Maintenance Crew 24 hours $24 /hr $ 576 SUBTOTAL $ 2,164 Lifeguard Dept 3 Supervisors 24 hours $26 /hr $ 1,872 Fire Department 2 Medics + Van 24 hours $84 /hr $ 4,032 STAFF TOTAL $ 14,817 SPECIAL EVENT ESTIMATE TOTAL $ 38,928 • • EXHIBIT B ADDENDUM 1997 Advantage International ESPN B Bikes - Blades & Boards Blade Jam Only by Rollerblade Expense Estimates August 12,1997 Please find additional estimates for hosting your event in Seal Beach. User Fees: Addtional Setup dates: Sunday, August 24, 1997 City Property User Fee Set up/ Take down $ 750 /day x ldays $750 Parking Fees: (10th St. 207 spaces) $ 6 /space x 207 x 4 days $4,968 Public Works: Maintenance: Friday, Saturday, Sunday, August 29, 30, 31, 1997 $ 500 /day x 3 $1.500 ADDITIONAL SPECIAL EVENT ESTIMATES $ 7,218 PREVIOUS ESTIMATE $ 38,928 REVISED ESTIMATE TOTAL as of August 12, 1997 $ 46,146