Loading...
CS Use Albert Park for Minor League BaseballATTACHMENT 1 AGREEMENT FOR THE USE OF ALBERT PARK BASEBALL FIELD AND STADIUM FOR PROFESSIONAL MINOR LEAGUE BASEBALL THIS AGREEMENT (the "AGREEMENT") is made and entered into this (tea day of February 2016 by and between the CITY OF SAN RAFAEL (hereinafter "CITY") and REDWOOD SPORTS AND ENTERTAINMENT GROUP, LLC, a Delaware Limited Liability Corporation (hereinafter "REDWOOD SPORTS AND ENTERTAINMENT" or "REDWOOD"). WHEREAS, CITY owns and operates Albert Park Baseball Field and Stadium facilities (further described in section 3.A. below and hereinafter referred to as the "FACILITIES"); and WHEREAS, REDWOOD is the successor -in -interest to Centerfield Partners, LLC, which entered into an Agreement with CITY on October 3, 2011 for periodic exclusive use of the FACILITIES to support a professional level baseball team participating in the North American Baseball League, now known as the Pacific Association of Professional Baseball Clubs for a term starting in May 2012 and concluding in September 2012, and which was extended by REDWOOD and CITY for a three-year period covering the years 2013-2015 (the "2013-2015 Agreement"); and WHEREAS, pursuant to the 2013-2015 Agreement, REDWOOD conducted one (1) pre -season and up to forty-two (42) regular season San Rafael Pacifics Baseball Club games and associated activities at the FACILITIES during each season of the term of that Agreement; and WHEREAS, REDWOOD, desires to extend the 2013-2015 Agreement for the use of the FACILITIES for three more years, from 2016-2018, as set forth in the Proposal for Use ("PROPOSAL") attached hereto as Exhibit A and incorporated herein; and WHEREAS, pursuant to San Rafael Municipal Code Section 8.10.030, REDWOOD must obtain a Permit for the requested use, to be executed by the CITY's Community Services Director; and WHEREAS, the Park and Recreation Commission, finding the performance of the 2013-2015 Agreement to be satisfactory, the use appropriate for the FACILITIES, and of benefit to the community as family-oriented entertainment and as a local business stimulant, approved the PROPOSAL and referred it to City Council; and WHEREAS, the City Council, at a regular meeting on February 16, 2016, reviewed the recommendation of the Park and Recreation Commission and considered the PROPOSAL, and approved the request for a new three-year agreement; and WI AL NOW, THEREFORE, the parties hereto agree as follows 1. Purpose. The purpose of this AGREEMENT is to define the scope of the use of Albert Park Baseball Field and Stadium and specific facilities therein by REDWOOD, the operations conducted by REDWOOD and the responsibilities of CITY, to set forth the compensation to be paid to CITY for such use, and to enumerate other related provisions that will contribute to the mutual benefit of the parties to this AGREEMENT. This AGREEMENT shall constitute the Permit required by San Rafael Municipal Code Section 8.10.030. 2. Term. This AGREEMENT shall become effective on the date that it is signed by both parties and shall extend through September 30, 2018. Either party may terminate this AGREEMENT as provided for in Section 10. The parties may mutually agree to extend the term by a written amendment to this AGREEMENT. 3. Scope of Use. CITY and REDWOOD agree that the use of the FACILITIES by REDWOOD and the responsibilities of the CITY and REDWOOD shall be as described herein. Changes in services and responsibilities must be negotiated and mutually agreed upon in writing by both parties. A. Site. (1) The FACILITIES are located at 50 Albert Park Lane in Albert Park, San Rafael and include the baseball field, stadium with lights, a portion of the stadium storage, portion of the adjacent parking lot, restrooms, dugouts, locker rooms, press box, activity area and public address system. (2) The FACILITIES are further described in the Site Plan, Exhibit G, attached hereto and incorporated herein. (3) CITY shall make available the Lonatese Garden and San Rafael Community Center for use by REDWOOD Wednesdays, Thursdays and Fridays and other days as prior scheduling allows at the applicable fee schedule for events and promotion activities. (4) CITY shall make available the Activity Area adjacent to the Stadium as shown in Exhibit G for use by REDWOOD one hour before each game for exclusive receptions and during each game for children's non- exclusive activities at the applicable fee schedule. B. Operations (1) REDWOOD shall be responsible for all aspects of operations of its professional baseball organization. (2) CITY and REDWOOD shall mutually agree on a facility use schedule applicable on selected Mondays through Sundays, with games to start 2 weekdays at 7:05 p.m., Saturdays at 5:05 p.m., and Sundays at 1:05 p.m. Up to one weekday game per season may be scheduled to begin at 12:05 p.m. a. REDWOOD agrees to deliver a tentative schedule of up to 42 regular season dates, including playoff games, to CITY no later than February 16, 2016 and thereafter on each December 31, or the next business day, for the following year of this AGREEMENT. REDWOOD agrees to schedule a maximum of six (6) home games in succession. b. All hours of FACILITIES reservation are subject to the CITY's fee schedule for use of the FACILITIES. REDWOOD staff and players may access the FACILITIES to begin set up, receive deliveries, batting practice, etc. as early as 1:00 p.m. on 7:05 p.m. game days, 2:00 p.m. on 5:05 p.m. game days, and 9:00 a.m. on 1:05 p.m. game days. c. CITY agrees to provide REDWOOD with a list of blackout dates, when games cannot be scheduled due to other FACILITIES schedules. d. CITY agrees to respond to REDWOOD on the tentative FACILITIES reservation schedule no later than fifteen (15) business days after receipt. e. The parties agree to work in good faith to agree on a FACILITIES reservation schedule amenable to both parties. f. When the schedule of regular season and playoff games has been mutually approved, REDWOOD may request additional FACILITIES reservation hours for team practices, try outs, and other activities acceptable to CITY. g. CITY agrees to use reasonable efforts to accommodate rescheduling of any postponed games. h. During the term of this AGREEMENT, CITY agrees not to host other professional, semi -pro, collegiate, or similar teams on more than 6 dates per year in aggregate, without prior written consent of REDWOOD. i. So long as there is no conflict with the approved facility reservation schedule for REDWOOD, CITY will continue its typical hosting of high school baseball, recreational softball, and other events at the FACILITIES throughout the term of this AGREEMENT. (3) CITY and REDWOOD mutually agree to abide by the Parking Plan attached as Exhibit B and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. REDWOOD agrees to restrict employees, staff, players and all other persons associated with games at the FACILITIES from parking in the San Rafael Community Center Parking Lot (with the exception of the 30- 3 35 parking spaces in the back lot directly adjacent to the Stadium). REDWOOD will manage the 30-35 parking stalls using a permit/window cards. REDWOOD agrees to also restrict employees, staff, players and all other persons associated with games at the FACILITIES from parking adjacent to the FACILITIES without expressed permission by the property owner. Staff, volunteers or patrons of the Pacifics will be issued parking citations for parking in the San Rafael Community Center Parking Lot. (4) CITY and REDWOOD mutually agree to abide by the Traffic Plan, attached as Exhibit C and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. CITY and REDWOOD shall amend the Traffic Plan to include a strategy, approved by the CITY Traffic Engineer, for reducing pedestrian mid - block crossing on Andersen Drive. (5) CITY and REDWOOD mutually agree to abide by the Safety and Security Plan, attached as Exhibit D and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. CITY agrees to credit REDWOOD up to $1,600 per year for security against the amount owed CITY for the term of this AGREEMENT. (6) CITY and REDWOOD mutually agree to abide by the Alcohol Management Plan, attached as Exhibit E and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. (7) CITY and REDWOOD mutually agree to abide by the Noise Management Plan, attached as Exhibit F and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. (8) CITY and REDWOOD mutually agree to abide by the Site Improvements Plan (amended 2016), attached as Exhibit G and incorporated herein by reference. All improvement proposals must be submitted in writing by' REDWOOD for approval by CITY before installation. (9) CITY and REDWOOD mutually agree to abide by the Concessions Plan, attached as Exhibit H and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. (10) CITY and REDWOOD agree to abide by the Community Benefits Plan, attached as Exhibit I and incorporated herein by reference. 4 C. Required Staffing. REDWOOD agrees to recruit, hire, train, supervise, schedule, and, to the extent required by law and subject to use by REDWOOD of independent contractors, to provide payroll services and worker's compensation benefits for, employees required to support and conduct REDWOOD operations pursuant to this AGREEMENT, including but not limited to parking, security, concessions, guest services, coaches, players, and officials. REDWOOD agrees to provide a staff contact list/roster to the CITY no later than May 1, 2016 and to provide any changes by email thereafter. D. Program Promotion (1) REDWOOD shall be responsible for promoting and publicizing its team, schedule, and program. CITY shall participate in promotion with permission of REDWOOD through local media including, but not limited to, CITY web site presence, and the CITY Activity Guide, as well as print material, data base communication, and public outreach. CITY agrees to support opportunities to promote the SAN RAFAEL PACIFICS BASEBALL CLUB within CITY's existing resources. (2) Sponsor and promotional signs in the interior of the FACILITIES may be installed with the prior approval as to design, size and installation of the CITY, which approval shall not unreasonably be withheld. Exterior signage must comply with San Rafael Municipal Code Title 14, Chapter 14.19 and be approved in writing by the CITY's Community Services Director. No sponsor or promotional signs will be attached to the scoreboard. REDWOOD shall install its signage no earlier than May 1 and shall remove it no later than September 30 each year during the term of the AGREEMENT. (3) REDWOOD will host two (2) promotional nights on the CITY's behalf during the 2016 season in exchange for a $4,000 credit on the amount owed for the 2015 season. Promotional nights, for credit exchange may be extended each year of this AGREEMENT with the mutual consent of CITY and REDWOOD. (4) Promotional material generated by REDWOOD shall not represent CITY in general or specific terms as sponsor, co-sponsor, or affiliated with REDWOOD operations. (5) CITY and REDWOOD shall meet with the Park and Recreation Commission in July of each year during the term of this AGREEMENT and the end of each season, or no later than September 30, at times and 61 places mutually agreeable, to review the management plans set forth in Exhibits B through I and issues arising from the use of FACILITIES. All parties shall work in good faith to resolve issues and/or address complaints. E. Maintenance of FACILITIES. (1) CITY shall deliver in good condition, within its commercially reasonable capacity to do so, fit for intended use, the FACILITIES and all furnishings, landscape, buildings, and equipment; and shall provide all regular and routine maintenance of the FACILITIES related to the operation and preparation of the field, stadium interior and exterior, lights, dugout areas, entrances, and landscape. The term "regular and routine" shall mean routine expenditures in connection with the use of the physical plant such as general maintenance, cleaning, disinfecting, lighting, water, grass cutting, and similar items which are regularly incurred, and for operating repairs to the fixed equipment, plumbing, hardware and emergency repairs of similar nature. Prior to each season's games, REDWOOD will provide CITY with staff member(s) who will complete field preparation for Pacifics games. That staff member(s) will be hired by the Community Services Department and trained by the CITY's Parks Division. Staff must submit written varication of hours worked in the performance of field preparation to the CITY Recreation Supervisor, up to two (2) hours per game. Utilization of Pacifics' staff for field preparation may be extended each year of this AGREEMENT with the mutual consent of CITY and REDWOOD. (2) CITY shall provide all utility, water, electrical, gas, and garbage disposal services to the FACILITIES, at its sole expense. (3) REDWOOD shall notify CITY of dangerous, hazardous, or unsafe conditions immediately upon discovery and shall prevent public exposure to such by means of notification and/or identification with appropriate signage and separation. (4) CITY shall provide timely repairs to furnishings, landscape, field, buildings, and equipment, and shall respond immediately to notification of dangerous, hazardous or unsafe conditions. (5) REDWOOD shall provide timely repairs to such temporary seats and restroom facilities that it will install pursuant to this AGREEMENT, and shall respond immediately to notification of dangerous, hazardous, or unsafe conditions. REDWOOD shall at all times comply with Americans with Disabilities Act requirements for access, seating, restrooms, etc. 0 (6) CITY shall provide garbage receptacles and basic disposal service to serve the FACILITIES. REDWOOD shall provide recycling collection and disposal to serve the FACIITIES. (7) CITY shall provide all soaps and restroom paper products, and stock the same for the permanent restrooms located at the FACILITIES. (8) REDWOOD shall provide maintenance services after each game, limited to: - Sweeping out of dugouts, removal of chairs - Removal and storage of bases - Covering of pitchers' mound - Placement of all garbage, inside the stadium and ball field facilities, in receptacles, except on schedule pick up dates - Removal of field level seats required if field irrigation is impacted, or if another field user is scheduled before the next REDWOOD use - Security of the interior/exterior gates, press box, restrooms, team rooms, and stands - Daily cleaning of portable restroom facilities - Extinguishment of field and grandstand lights (9) REDWOOD will provide CITY with copies of monthly invoices paid for contracted services and CITY will credit 50% of the cleaning fees to amount owed for the 2016 season. REDWOOD will provide clean up after other user groups scheduled by CITY. Shared expense for stadium cleaning up to 50% may be extended each year of this AGREEMENT with the mutual consent of CITY and REDWOOD. (10) REDWOOD shall turn on all field, grandstand, and related lights 30 minutes before dusk. F. Equipment. (1) CITY shall provide and maintain fixed equipment and furnishings, including but not limited to a portable enclosed backstop, pitcher's mound tarp, public address system, internet and phone service in the press box, non -motorized field maintenance apparatus, chairs, garbage receptacles, gate locks, and other items mutually agreed upon. Such equipment is intended for use on the site only. REDWOOD shall replace or reimburse CITY for damaged or lost equipment supplied by CITY, normal wear and tear excepted. (2) REDWOOD shall purchase all team related equipment, including safety and first aid equipment, at its sole expense and responsibility. 7 (3) REDWOOD shall rent temporary restroom facilities, to supplement the permanent restroom facilities on site, at its sole expense and responsibility, and arrange for the security and service to same. As possible, service shall not be scheduled prior to 8:00 a.m. on weekdays and 9:00 a.m. on weekends. (4) CITY shall provide on-site seasonal storage for REDWOOD equipment as per the Site Improvements Plan, Exhibit G. (5) CITY shall provide REDWOOD with necessary keys and adequate access to the stadium. REDWOOD shall provide CITY with keys and adequate access to the FACILITIES. (6) REDWOOD shall not alter or change locks on CITY property or facilities. G. Concessions. (1) CITY agrees to allow REDWOOD, at its sole expense, to stage a temporary concessions area as well as other portable concession carts, BBQs, retail stands, and food service areas in the locations as mutually agreed. The design and form of such concessions must be approved by CITY before installation; said approval not to be unreasonably withheld. (2) REDWOOD shall open concessions facilities for general sales no earlier than 1 hour prior to the scheduled first pitch for each game. (3) REDWOOD, at its sole expense, shall provide all equipment and materials needed to support concessions. (4) REDWOOD shall ensure that all concessions comply with State, County of Marin, and City of San Rafael health and safety codes for the sales of food and beverages, as well as all other federal and state requirements, including the Americans with Disabilities Act. (5) REDWOOD may operate food, alcoholic and non-alcoholic beverage concessions upon request by groups renting the FACILITIES during the term of this AGREEMENT, in compliance with the operating standards and conditions required by this AGREEMENT. REDWOOD may be compensated for this service by groups renting the FACILITIES. The FACILITIES may be utilized four (4) dates during the 2016 season by non-profit groups and those groups will provide sales stock, staffing, and will retain profits in exchange for a $2,000 credit to REDWOOD on the amount owed for the 2015 season. Utilization of Pacfics' concession facilities, equipment in exchange for credit may be extended each year of this AGREEMENT with the mutual consent of CITY and REDWOOD. 0 (6) REDWOOD shall comply with the requirements of the State Alcoholic Beverage Commission and all conditions set forth by the San Rafael Police Department for the sales of alcoholic beverages. (7) REDWOOD shall ensure that all concessions comply with the Alcoholic Beverage Management Plan as attached as Exhibit E. (8) REDWOOD shall be wholly responsible for the security of the concessions equipment and furnishings. (9) REDWOOD shall be wholly responsible for collection and disbursement of garbage generated inside the concessions area. H. Fees. (1) REDWOOD shall pay CITY in accordance with the City of San Rafael Master Fee Schedule for the use of FACILITIES, $84/hour/game time and $63/hour/practice time with an additional $42/hour for use of field lights. If CITY revises the Master Fee Schedule in successive years of this agreement, the rate within this AGREEMENT shall remain the same over the Term of the AGREEMENT. In exchange for and in consideration of the permanent improvements to the site described in Exhibit G, hereunder described, and any future improvements as mutually agreed, CITY agrees to credit up to a maximum of $8,000 per year, the cost of said improvements over the term of the AGREEMENT. REDWOOD will provide CITY with reasonably satisfactory evidence of the costs that it incurs in making the permanent improvements. REDWOOD shall not be liable for any additional CITY expenses, except as otherwise specifically provided herein and/or as approved in advance by REDWOOD CEO, and CITY's Community Services Director, or his/her designee. (2) Payment of Fees shall be due on the following schedule, as invoiced by CITY: - 25% of season fees due June 1 of each year of this AGREEMENT, net of 25% of annual credit - 25% of season fees due July 1 of each year of this AGREEMENT, net of 50% of annual credit - 25% of season fees due August 1 of each year of this AGREEMENT, net of 75% of annual credit -25%, of season fees due September 30, of each year of this AGREEMENT, net of 100% annual credit (3) Fees due on September 30 payment of each year shall be adjusted as per actual hours used and credit granted for as per CITY. 9 I. Revenues. CITY and REDWOOD agree that REDWOOD will retain 100% of revenues generated by Ticket Sales, Concessions, Merchandise Sales, TV/Radio/Online Broadcasts, and Sponsorships/Advertising, and all other revenues derived from REDWOOD use of the FACILITIES, unless otherwise agreed to. REDWOOD will determine all prices in its sole discretion. 4. Indemnification and Hold Harmless. Parties agree to the following: A. CITY agrees to protect, defend, indemnify, and hold harmless REDWOOD, its officers, elected officials, agents, and employees, from any and all claims, damages, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) due to the willful misconduct or sole active negligence of CITY arising in connection with this Agreement. B. REDWOOD agrees to defend, indemnify, release, and hold harmless CITY, its officers, elected officials, agents, and employees (collectively, for purposes of these indemnification provisions, the "CITY"), from any and all claims, damages, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), related to damage to property, and/or injury or death to any person occurring in, on or about the FACILITIES during or in connection with REDWOOD use of the FACILITIES pursuant to this AGREEMENT, or related to REDWOOD'S failure to perform any provision of this AGREEMENT. In addition, REDWOOD agrees to defend, indemnify, release, and hold harmless the CITY from any and all claims, actions or proceedings brought against it, the purpose of which is to attack, set aside, void or annul the CITY's approval of this AGREEMENT, or the CITY's CEQA determination with respect to the approval of this AGREEMENT. This indemnification shall include, but not be limited to, damages, costs, expenses, attorney fees or expert witness fees that may be asserted or incurred by any person or entity, including REDWOOD, arising out of or in connection with the CITY's approval of this AGREEMENT. In the event REDWOOD is required to defend the CITY in connection with any said claim, action or proceeding, the CITY shall retain the right to approve any and all settlements, which approval shall not be unreasonably withheld. Nothing herein shall prohibit the CITY from participating in the defense of any claim, action or proceeding, provided that if the CITY chooses to have counsel of its own to defend any claim, action or proceeding where REDWOOD already has retained 10 counsel to defend the CITY in such matters, the fees and the expenses of the counsel selected by the CITY shall be paid by the CITY. C. The provisions of this Section shall survive the termination or expiration of this AGREEMENT. D. Nothing contained in this section or this AGREEMENT shall be construed to create a liability to or a right of indemnification in any third party. 5. Insurance. A. REDWOOD, at its sole cost and expense, shall obtain and maintain, during the life of this agreement such commercial general liability insurance in the amount of $1,000,000 per occurrence, $3,000,000 aggregate satisfactory in form to CITY, and with the CITY, its officers, employees, agents and volunteers added as additional named insureds, as shall protect REDWOOD and CITY, its officers, employees, agents, and volunteers from claims for damages or personal injury, including accidental death as well as for claims for property damage which may arise from or out of this AGREEMENT, whether by REDWOOD, its officers, agents, employees, volunteers or subcontractors. B. Each such policy of insurance described in Section 5. A. shall be endorsed to provide as follows: (1) It is agreed than any insurance maintained by CITY shall apply in excess and not contribute with insurance provided by REDWOOD. (2) It is further agreed that the coverages afforded shall apply as if separate policies were issued to each party (gross liability). (3) All rights of subrogation are hereby waived against CITY and the members of its City Council and elective or appointive officers or employees, when acting within the scope of their employment or appointment. (4) This insurance shall not be canceled; limited or non -renewed until after (30) day's written notice has been provided to the CITY. C. A duly executed Certificate of Insurance, evidencing all of the coverages required herein, and all required endorsements, shall be submitted to the City Attorney for approval promptly upon issuance. 6. Third Partv Action Notification. In the event any action or suit is filed or claim made against a party related in any way to the services performed pursuant to this AGREEMENT, that party shall provide prompt notice of the same to the other party. 11 7. Severabilitv. A. If a court of competent jurisdiction holds any part, term or provision of this AGREEMENT to be illegal or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations pursuant to this AGREEMENT shall be construed and enforced as if the AGREEMENT did not contain the particular provision held to be invalid. B. If any provision of this AGREEMENT is in direct conflict with any statutory provision of the State of California, that provision shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 8. Non -Waiver. A waiver by either party of the breach of any provision of this AGREEMENT by the* other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 9. Assienability: No Third Partv Beneficiaries. A. REDWOOD shall not assign or transfer any interest in this AGREEMENT, nor its duties and obligations under this AGREEMENT, without the prior written consent of CITY, said consent not to be unreasonably withheld or delayed, and any attempt by REDWOOD to so assign this AGREEMENT, or any rights, duties, or obligations arising hereunder, shall be void and of no effect. B. Neither party shall assign or transfer its rights to enforce any part of this AGREEMENT. The obligation of the CITY and the obligations of REDWOOD stated in this AGREEMENT are not intended to, and do not, create any rights to any other person or entity which such person or entity would not otherwise have in the absence of this AGREEMENT. 10. Termination. A. CITY Termination. CITY may terminate this AGREEMENT, for Cause only, prior to the end of the term hereof, upon thirty (30) days' advanced written notice to REDWOOD. Cause shall be defined as default on any of the following terms: (1) Upon written notice from CITY, if REDWOOD is in arrears on payments and does not cure within 10 days. (2) Upon written notice from CITY, if REDWOOD fails to correct, within 10 days of written notice, any failure to conduct its permitted activities in compliance with this AGREEMENT. 12 (3) Upon written notice from CITY, if REDWOOD fails to maintain, within 10 days of written notice, insurance as required by this AGREEMENT. (4) Upon written notice from CITY, if REDWOOD fails to correct, within 10 days of written notice, REDWOOD's breach of any other material term of this AGREEMENT. B. REDWOOD Termination. REDWOOD may terminate this AGREEMENT without Cause upon thirty (30) days' advance written notice to CITY anytime during the Off -Season (defined as either (i) after the last regular season game of any season and onibefore December 31 of any season during the Term, or (ii) any time before March 1, 2018). In this event, no Fees shall be due for the upcoming season. REDWOOD may also terminate this AGREEMENT at any time for Cause, which shall be defined as CITY's failure to correct, within 10 days of written notice, CITY's breach of any material term of this AGREEMENT. In the event that either party terminates this AGREEMENT, each party agrees to be solely responsible for any costs incurred by it that are associated with removal of temporary equipment, utilities and/or facility management. 11. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses below, or to such other addresses as the parties may hereafter designate in writing: TO CITY: Carlene McCart, Director San Rafael Community Services 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO: REDWOOD SPORTS AND ENTERTAINMENT GROUP, LLC Michael Shapiro, General Manager San Rafael Pacifics Baseball Club 11152 d Street San Rafael, CA 94901 Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when so mailed or hand delivered to the addresses specified above. 13 12. Survival. Any provision of this AGREEMENT that imposes an obligation after termination or expiration of this AGREEMENT shall survive the term of expiration of this AGREEMENT and shall be binding on the parties to this AGREEMENT. 13. Governing Law. This AGREEMENT shall be governed by and construed in accordance with the laws, rules and regulations of the State of California. 14. Compliance with Law. All parties to this AGREEMENT shall comply with all applicable federal, state and local laws, rules and regulations in carrying out the terms and conditions of this AGREEMENT. 15. Neutral Authorshin. Each of the provisions of this AGREEMENT has been reviewed and negotiated and represents the combined work product of all parties hereto. No presumption or other rules of construction which would interpret the provisions of this AGREEMENT in favor of or against the party preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this AGREEMENT. 16. Filing. A copy of this AGREEMENT shall be filed with the City Clerk's office. 17. No Emplovment Relationship. CITY and REDWOOD understand and expressly agree that in connection with this AGREEMENT, each party bears full responsibility for controlling the manner and means by which its respective employees, agents, and volunteers perform work, and for providing all compensation and other employment benefits including payroll taxes and worker's compensation coverage to its respective employees. REDWOOD employees are not CITY employees and CITY employees are not REDWOOD employees, and employees of either party shall have no right to, and shall make no claim for, any type of employment benefits or compensation from the other party. 18. Entire Agreement—Amendments. The terms and conditions of this AGREEMENT represent the entire AGREEMENT of the parties with respect to the subject matter of this AGREEMENT and supersede any and all prior negotiations, discussions, understandings, and agreements between the parties as to the subject matter hereof. The terms and conditions of this AGREEMENT shall not be altered or modified except by a written amendment to this Agreement signed by CITY and REDWOOD. The City Manager, or her designee, is authorized to alter or modify the terms and conditions on behalf of CITY as necessary. The Managing Member of REDWOOD or his/her designee is authorized to alter or modify the terms and conditions on behalf of REDWOOD as necessary. IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the day, month and year first above written. 14 CITY OF SAN RAFAEL ATTEST: ESTHER C. BEIRNE. City Clerk REDWOOD SPORTS AND ENTERTAINMENT GROUP, LLC MIKE SHAPIRO, PRESIDENT AND GENERAL MANAGER, REDWOOD SPORTS AND ENTERTAINMENT GROUP, LLC APPROVED AS TO FORM: ROBERT F. EPSTE City orney Attachments: Exhibit A: Proposal for Use, dated February 2016 Exhibit B: Parking Plan Exhibit C: Traffic Estimate Exhibit D: Safety and Security Plan Exhibit E: Alcohol Management Plan Exhibit F: Noise Management Plan Exhibit G: Site Improvements Plan (amended 2016) Exhibit H: Concessions Plan Exhibit I: Community Benefits Plan Exhibit J: Albert Field Invoice Quote 15 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date J 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for ' their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval J necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and endorsements. 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original �. 4 " agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Ashley Howe, Community Services x3343 Project Name: AGREEMENT FOR THE USE OF ALBERT PARK BASEBALL FIELD AND STADIUM FOR PROFESSIONAL MINOR LEAGUE BASEBALL Agendized for City Council Meeting of (if necessary): FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.