HomeMy WebLinkAboutPD Facility Use Agreement; Motorcycle TrainingDocuSign Envelope ID: 5E7A20OD-B3FF-4DEB-8OC4-2DOE234270AB
SONOMA RACEWAY
FACILITY USE AGREEMENT—April 13, 2022
This agreement ("Agreement") is between SPEEDWAY SONOMA LLC aka SONOMA RACEWAY
("RACEWAY") and the City of San Rafael through its Police Department (SRPD)("User").
1. Licensed Areas -
RACEWAY hereby licenses User to use the following areas only ("the Licensed Areas" or "Premises")
of the RACEWAY facilities located at Highways 37 and Highway 121 in Sonoma County, California:
a) Turn 10 paddock area
(Refer to the Facilities Map attached as Exhibit A for additional detail), and User hereby hires the
Licensed Areas from RACEWAY on the terms and conditions set forth in this Agreement.
2. Term; Event -
The right to use the Licensed Areas shall be solely for the purpose of conducting the following event:
SRPD motorcycle training ("Event") and only on the following date(s) and time(s):
Description of Activity: Motorcycle training & qualification exercises
Date(s): April 13, 2022
Time(s): 8 am to 5 pm
Guaranteed Minimum Rent; Non-refundable Deposit —
User agrees to the following:
U Pay to RACEWAY $0.00 as the ("Rent") for use of the Licensed Areas and activities
described above.
❑ To confirm your 2022 date, return the signed Agreement and payment to RACEWAY by
March 22, 2022.
4. Release, Participant Releases, Indemnification —
User shall indemnify, reimburse, and hold RACEWAY, Speedway Motorsports, LLC, Sonic Financial
Corporation, Speedway Holdings I, LLC, Speedway Holdings II, LLC and Speedway Children's Charities
and their subsidiaries and affiliates, and their respective members, partners, directors, managers,
officers, employees and agents (the "Indemnified Parties") harmless from any and all loss, liability,
costs, damages, attorney's fees, and expenses (including damage to RACEWAY's property) (including
but not limited to any loss, liability, costs, damages, attorney's fees and expenses arising out of
COVID-19) that RACEWAY may incur or may be held liable for as a result of, or arising out of, or in
connection with, directly or indirectly, the performance and User's or User's personnel, employees,
guests, invitees, sub -contractors, agents, spectators or participants, use of and occupancy of the
Premises, excluding any and all damages or loss resulting from the willful misconduct of RACEWAY,
its personnel, employees, guests, invitees, sub -contractors, agents, spectators or participants.
User, its agents, licensees, guests, invitees, and employees voluntarily enter into this Agreement and
assume all risks of loss, damage or injury, including death, that may be sustained by it or any of
them, except such risks caused by the gross negligence or willful misconduct of RACEWAY, or its
agents or employees. User hereby releases and holds harmless the Indemnified Parties from any
RACEWAY
FACILITY USE AGREEMENT 1
DocuSign Envelope ID: 5E7A20OD-B3FF-4DEB-80C4-2DOE234270AB
and all claims, demands, actions, causes of action or liability arising out of or related to any loss,
damage or injury, including death, that may be with the User, their agents, employees, invitees,
licensees, or other persons using the Premises or in connection with the User, while performing
under this Agreement and while upon the Premises. This release and indemnification shall be
binding on the heirs, next of kin, distributes, executors and administrators of User, as well as the
successors and assigns of User, their agents, licensees, guests, invitees, sub -contractors and
employees.
All of User's agents, licensees, guests, invitees and employees shall sign RACEWAY's standard
release and waiver (including but not limited to a COVID-19 related release and waiver) prior to
entry on the Premises or commencement of the Activity. User shall be responsible for seeing that
waiver release forms are signed by all participants, workers and other persons having access to
restricted areas, such as, but not limited to, pit lane, race track, worker positions, etc. These
releases shall either be given to RACEWAY management at the conclusion of the event or kept at the
User's place of business. User shall upon demand produce these signed waivers to RACEWAY or its
agents. Whether or not User delivers the liability releases required herein, upon notice from
RACEWAY, User shall defend all such claims at User's expense by counsel satisfactory to RACEWAY.
User, as a material part of the consideration for this Agreement, hereby assumes all risk of damage
to property or injury to persons in, upon or about the Licensed Areas and related facilities arising
from any cause, and User hereby waives all claims in respect thereof against RACEWAY.
RACEWAY SHALL NOT BE LIABLE TO USER OR THOSE CLAIMING, BY, THROUGH, OR UNDER USER
FOR ANY INJURY TO OR DEATH (INCLUDING BUT NOT LIMIMTED TO INJURY OR DEATH CAUSED BY
COVID-19) OF ANY PERSONS OR THE DAMAGE TO OR THEFT, DESTRUCTION, LOSS, OR LOSS OF
THE USE OF ANY PROPERTY OR INCONVENIENCE (A "LOSS") CAUSED BY CASUALTY, THEFT, FIRE,
THIRD PARTIES, OR ANY OTHER MATTERS. USER WAIVES ANY CLAIM IT MAY HAVE AGAINST
RACEWAY FOR ANY DAMAGE TO OR THEFT, DESTRUCTION, LOSS, OR LOSS OF THE USE OF ANY
PROPERTY, REGARDLESS OF WHETHER THE NEGLIGENCE OR FAULT OF RACEWAY CAUSED SUCH
LOSS.
Government Regulations/Compliance with Laws and Rules Pertaining to Use of Licensed Areas -
User will adhere to all applicable laws and regulations of any city, county, state, federal or other
governmental authority or agency, including but not limited to those laws and regulations pertaining
to public access by disabled patrons of, or participants in, the Event, and shall not conduct or allow
to be conducted any illegal or immoral activities or business on the premise. User shall, at User's
sole cost and expense, at all times comply with, and cause its employees, personnel, guests, invitees
and participants to comply with all city, county, state and federal laws, ordinances, rules, regulations
and requirements pertaining to User's occupancy and use of the Licensed Areas and conduct of the
Event, including without limitation such things as reporting of income, sound restrictions, curfews,
use and disposal of fuel and other chemicals, etc., and those laws and regulations pertaining to
public access by disabled patrons of, or participants in, the Event, User shall indemnify, defend and
hold RACEWAY harmless from any failure of User or User's employees, personnel, guests, invitees,
sub -contractors, agents, spectators and participants to comply with such laws and regulations. The
parties hereby agree that pursuant to 28 C.F.R. § 36.201(b), the User shall bear all responsibility for
compliance with disability access requirements that pertain to its Event.
DURING THE TERM OF THIS AGREEMENT, THE USER SHALL NOT ALLOW ANY OTHER ORGANIZATION,
COMPANY, OR ENTITY ("SUB USER") TO USE THE LICENSED AREAS OR PREMISES WITHOUT PRIOR
CONSULTATION WITH AND APPROVAL BY RACEWAY. SUCH APPROVAL SHALL BE GRANTED OR
WITHHELD AT THE SOLE DISCRETION OF RACFWAY. AS A CONDITION OF SUCH APPROVAI , IJSFR
RACEWAY
FACILITY USE AGREEMENT 2
DocuSign Envelope ID: 5E7A20OD-B3FF-4DEB-8OC4-2DOE234270AB
MUST DISCLOSE TO RACEWAY ALL AGREEMENTS AND FINANCIAL ARRANGEMENTS BETWEEN USER
AND SUB USER AND MUST ENSURE SUB USER PROVIDES INSURANCE AS OUTLINED IN SECTION 15
AS WELL AS ABIDES BY ALL OTHER TERMS OF THIS AGREEMENT.
Notwithstanding anything to the contrary contained in the Agreement, User's use of the Premises
must follow the COVID-19 Response Protocol outlined in EXHIBIT B attached hereto and hereby
incorporated herein.
Drones, unmanned aircraft systems —
The use of drones or any other unmanned aircraft systems ("UAS") at RACEWAY is prohibited unless
approved in advance in writing by senior management from RACEWAY. USER shall not use or permit
any use of drones or UAS absent such consent. If such approval is granted, a condition of approval
will require USER or the operator of the drone or UAS to agree in writing with a policy statement
that may include, without limitation: i) compliance with all applicable local, state and federal laws,
rules and regulations; ii) adherence to RACEWAY designated standards of use; iii) provision of
insurance as required by RACEWAY; iv) completion of all applicable location releases and other
agreements regarding the use of any photograph, video, footage, data and/or other information
gathered by the drone or UAS.
RACEWAY may confiscate any UAS at its discretion if RACEWAY observes such on its property, and
may contact local law enforcement and federal authorities to advise that an unapproved flight or
attempt to fly an UAS occurred on RACEWAY's property.
7. Insurance requirements—
User shall, at User's sole cost and expense, comply with all requirements of all participant and
general liability insurance policies, including but not limited to certification, training and licensing of
all equipment, ambulances, medical personnel, corner workers, fire safety personnel, etc. required
or supplied by User. User hereby agrees that it shall obtain general liability insurance on a primary
and non-contributory basis with a combined single limit of Five Million Dollars ($5,000,000),
including a Five Million Dollar ($5,000,000) limit in Participant Legal Liability. User shall obtain a Ten
Thousand Dollar ($10,000) limit in Accidental Death and Dismemberment; Fifteen Thousand Dollar
($15,000) Excess Medical Insurance and Weekly Indemnity of Seventy -Five Dollars ($75) for fifty-two
(52) weeks. User shall obtain Statutory Workers Compensation and Employer's Liability insurance in
an amount not less than Five Million Dollars ($5,000,000). User shall obtain Automobile Liability
Insurance coverage in an amount of Five Million Dollars ($5,000,000). All such policies shall be
PRIMARY with respect to User's activities. A Waiver of Subrogation is to be provided under all
policies and all policies must be endorsed to cover "on track activities". Such policies of insurance
shall be with a United States insurance company having an A.M. Best Rating ofAor higher. User
agrees to furnish RACEWAY a certificate of Insurance via email to rlarown@sonomaraceway.com or
direct mail or by facsimile to 707-938-8430 evidencing all the above insurance coverage and naming
Speedway Sonoma, LLC, Speedway Motorsports, LLC, Sonic Financial Corporation, Speedway
Holdings I, LLC, Speedway Holdings II, LLC, Speedway Children's Charities and their subsidiaries and
affiliates, and their respective members, partners, directors, managers, officers, employees and
agents as Additional Insureds on the certificate. User shall deliver to RACEWAY a certificate of
insurance in compliance with this provision not less than thirty (30) days prior to the event. If this
insurance is to be arranged by RACEWAY, User shall notify RACEWAY in writing upon execution of
this Agreement and pay the cost of the insurance in full not less than ten (10) days prior to the
event. It is understood that such insurance shall not absolve User from liability to RACEWAY for
such indemnification and reimbursement unless such insurance in fact fully indemnifies and
reimburses RACEWAY. All such policies of insurance shall be primary with respect to the Activity at
RACEWAY
FACILITY USE AGREEMENT 3
DocuSign Envelope ID: 5E7A20OD-B3FF-4DEB-8OC4-2DOE234270AB
the Premises, and shall be broad enough to cover the acts or omissions of User and User's
personnel, employees, guests, invitees, sub -contractors, agents, spectators or participants in any
way related to the Event. User's failure to obtain the required insurance shall be a material breach
of this Agreement.
Additional insured information:
As respects to operations by the named insured, Speedway Sonoma, LLC; Speedway Motorsports,
LLC; Sonic Financial Corporation; Speedway Holdings I, LLC; Speedway Holdings II, LLC; Speedway
Children's Charities and/or each of their subsidiaries and affiliates and their respective officers,
managers, directors, employees, and agents related to the operations are added as Additional
Insured to the General Liability policy on a Primary basis and loss payee on the Property policy. A
Waiver of Subrogation is provided under all policies where allowed by state law and, in addition, all
policies have been endorsed to cover "on track activities."
B. Force Majeure —
Neither party shall be liable or bear any responsibility for failure or inability to perform its
obligations hereunder due to any contingency or cause beyond its reasonable control, including but
not limited to, construction, inclement weather, fires, floods, wars, accidents, labor disputes or
shortages, inability to obtain materials, equipment or transportation, or any similar cause beyond
reasonable control of such party.
Should the current pandemic labeled by the WHO, or CDC continue and/or government or state
restrictions continue, making it impossible to host the Event for safety reasons, then this will be
deemed a force majeure. User may either shift Event dates (based on availability) or cancel this
Agreement with no penalty. If User elects to cancel the Event, any Deposit or other payments
made for the Event will be refunded.
9. Condition of premises—
RACEWAY makes no representations or warranties as to the condition of the licensed areas or the
premises and hereby disclaims all warranties as to the suitability of the licensed areas or the
premises for the Event, and the safety of those attending the Event. The Parties agree that
RACEWAY is not a health care provider, is not ensuring or guaranteeing an infection free
environment, and is not disinfecting any portion of the premises or licensed areas. The Parties
further agree that RACEWAY cannot enforce CDC guidelines, various Orders from California
Governor Newsome, and it is the sole responsibility of User to conduct the Event in a safe manner
consistent with CDC guidelines, all governmental Orders and laws, provide safety measures such as
masks and gloves, and to design/conduct the Event in a healthy manner in such a way so that those
participating in the Event will not become infected with COVID-19.
User will inspect the Premises prior to the beginning and at the end of the Event to document any
dangerous condition that may pose an unreasonable risk of harm on the Facility to persons or
property, and report same to RACEWAY in writing. It is the sole duty and obligation of the User to
conduct this inspection of RACEWAY's premises. User has represented to RACEWAY that it has the
sufficient experience, training, expertise to safely and accurately conduct its Event and/or design
any structure, or equipment for its Event, and to comply with all governmental orders, ordinances,
laws, and regulations.
User shall adhere to all laws, mandates, and Orders from the State of California, and shall be
exclusively responsible for all CDC protocols and guidance. It is the sole and exclusive responsibility
of User to conduct the Event in a safe manner to protect the health of all Event attendees and
RACEWAY
FACILITY USE AGREEMENT 4
DocuSign Envelope ID: 5E7A200D-B3FF-4DEB-80C4-2DOE234270AB
participants.
10. Intellectual Property—
User shall not use the intellectual property, including but not limited to trademarks, services marks
and trade dress, of RACEWAY or any third party without the written consent of RACEWAY or such
third -party. User may not display at the Premises any trademarks, service marks or trade dress of
any third -party without: (1) providing RACEWAY with written proof of User's right to use such marks
or trade dress; and (2) obtaining RACEWAY's written consent to display such marks or trade dress.
Additionally, while on the Premises, the collection of data by use of a global positioning system
device or other means relating to the position of any improvement or other building or fixture
located on the Premises or relating to the layout of all or a portion thereof (hereinafter "positional
data") is expressly prohibited. User's failure to follow the provisions of this paragraph constitutes a
material breach of this Agreement.
In addition, User understands and agrees that SMISC Holdings, Inc. d/b/a SMI Properties ("SMIP")
and RACEWAY owns and/or has a license to all rights to the names, likeness, trademarks, service
marks, abbreviations, slogans, designs, logos and symbols, which have come to be associated with
the RACEWAY and its Events, including any registrations that may exist therefore ("Licensed
Marks"). Further, User understands that the manufacture, sale or distribution of products bearing
Licensed Marks ("Licensed Articles") to be used as premiums, for publicity purposes, for fund raising,
or as giveaways shall not be permitted without prior written approval from RACEWAY and SMIP,
which will not unreasonably be withheld. User will use its best efforts to negotiate and utilize SMIP
as the producer for any Licensed Articles.
11. Governing Law; Jurisdiction; Venue—
This Agreement shall be governed by and construed in accordance with laws of the State of
California. Any provisions of this Agreement found by a court to be void or unenforceable shall not
affect the validity or enforceability of any other provision. All legal proceedings arising out of or
related to this Agreement shall be brought and maintained exclusively in the state or federal courts
sitting in Sonoma County, California, and the User hereby consents to venue and personal
jurisdiction in such courts.
IN WITNESS WHEREOF, the parties have accepted and executed this Track Rental Agreement on the
date first above written.
Speedway Sonoma, LLC
Highways 37 & 121
n�t�n-@, CA 95476
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By: Peter Rogers, VP of Sales
3/30/2022
City of San Rafael c/o Police Department
1375 Fifth Avenue
San Rafael, C 94901
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By: D id C. Spii e , ief
Date: 03.3 0 • ZQ?:2
RACEWAY
FACILITY USE AGREEMENT 5
Dvru$ign Envelope ID: SE7A20OD-B3FF-4DE6-80C42DOE234270AB
EXHIBIT A — SRPD
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FACILITY USE AGREEMENT 6
DocuSign Envelope ID: 5E7A200D-B3FF-4DEB-80C4-2DOE234270AB
EXHIBIT B
COVID-19 Response Protocol
User is responsible for the safety of every individual allowed on-site for the User's use of the Facility,
whether an employee of User or an individual participating in any Event pursuant to the License
granted by the Agreement or otherwise (each a "User Invitee"). In consideration for User being
permitted to host its Events at the Facility, User must provide RACEWAY with the COVID-19
response procedures it intends to follow prior to, during, and following the conclusion of the Event prior
to coming on-site to set up for the Event. At a minimum, User must implement the following protocols
to aid in mitigation of COVID-19 at the Event. In advance of User's Event, User must review,
distribute, and strictly implement precautionary measures as recommended by the Centers for Disease
Control and Prevention (CDC) (www.cdc.gov} and the Occupational Safety and Health Administration
(OSHA) (www.osha.Mv), as well as the minimum protocol outlined below.
1. Prior to the Event, User shall be solely responsible for ensuring that the Event meets the current
prevailing and applicable local, state, and federal public health laws, rules, regulations, and
guidance (the "Governmental Policies"). If any Event is not permitted by the then
Governmental Policies then, User may not conduct any Event.
2. Prior to the commencement of the Event, User must coordinate with the RACEWAY's
emergency operations team to additionally discuss User's emergency protocol and develop a
contingency plan that addresses various COVID-19 scenarios that may impact the Event, as
well as other non-COVID-19 related potential emergencies.
3. User must restrict all groups to the gathering limitations set forth by applicable Governmental
Policies as of the date of each and every Event. It is User's responsibility to stay abreast of
changes in the Governmental Policies and to fully adhere to the most recent limitations
provided, and to keep User COVID Protocols accordingly up-to-date.
4. User must follow the most current and stringent sanitization guidelines set forth by the
Governmental Policies for individuals, groups, and all items/equipment being handled or used
before and after each use, as well as throughout the Event, with respect to activities such as the
Event. User shall be responsible for and bear the costs of properly sanitizing in accordance
with Governmental Policies and/or may engage and pay for the RACEWAY's janitorial
services to sanitize all areas of the Facility used for User's Event in accordance with said
Governmental Policies.
5. User shall make hand sanitizer and/or other CDC recommended disinfectant readily available
to all User Invitees. Disinfectant shall similarly be readily available to any User Invitee who
will handle or use equipment of any sort (i.e., writing implements, payment systems or other
items that might be touched by multiple individuals).
6. User Invitees must follow current and applicable Governmental Policy recommendations for hand
washing/sanitizing and User must provide adequate resources for following such
recommendations.
7. User represents and warrants that it understands and is aware of the recommended social distancing
policy as dictated by current and applicable Governmental Policies and will comply with all
requirements.
8_ All User Invitees must implement the CDC and local and federal governmental authority
recommendations on face masks/coverings and gloves and User shall be solely responsible for
providing each User Invitee with adequate resources for following such guidelines.
RACEWAY
FACILITY USE AGREEMENT 7
DocuSign Envelope ID: 5E7A200D-B3FF-4DEB-80C4-2DOE234270AB
9. User shall be responsible for encouraging and enforcing strict compliance with the conditions
of paragraphs 2-8 above, and will post conspicuous signage regarding those requirements for
User Invitees.
10. In an effort to prevent the spread of communicable disease, User will make commercially
reasonable efforts to implement screening protocols and procedures in accordance with current
Governmental Policies. At a minimum, this shall include a body temperature screening for all
User Invitees. In the event a User Invitee shows upon arrival or begins showing flu-like
symptoms before or during the Event, User must notify RACEWAY personnel immediately
and send the individual to a designated quarantine zone and/or remove such User Invitee from
the Event.
11 User shall require User Invitees to notify User of any positive COVID-19 diagnoses of which it
is notified after the Event. User will be solely responsible for obtaining any permissions or
releases necessary to elicit such information from User Invitees and for establishing a lawful
process for follow up and/or notification in accordance with current laws and Governmental
Policies. User shall also be responsible for informing RACEWAY of any such positive cases
solely for the purpose of taking necessary steps to remediate if absolutely necessary for the
sake of public health. Notice from User to RACEWAY shall be provided in a de -identified
fashion and shall only include the number of positive cases and location of such individuals at
the Facility in order to determine best remediation practices.
12. User must obtain from each User Invitee a waiver, hold harmless and indemnity agreement
specifically covering potential COVID-19 liability in a form approved by RACEWAY prior to
any User Invitee being allowed to enter the Facility.
Failure to implement adequate COVID-19 procedures may result in cancellation, postponement, or
rescheduling of the Event at RACEWAY's sole discretion. Failure to abide by these minimum protocol
guidelines may result in consequences, including, without limitation, cancellation of the Event if
RACEWAY, has a reasonable belief that User's actions or inaction may threaten public health,
otherwise appear to be negligent in light of present circumstances, or threaten to damage or cast
negative light on RACEWAY's brand perception or image.
For the avoidance of doubt, RACEWAY's review and approval of User's COVID-19 response protocol
shall not be viewed as an endorsement of the effectiveness of User's policies. RACEWAY will rely
exclusively on User's experience and diligence to ensure that User develops, manages, and operates the
Events in accordance with industry standards and the Governmental Policies. Nothing in this
Agreement shall waive, either in whole or in part, RACEWAY's rights of indemnity.
RACEWAY
FACILITY USE AGREEMENT 8
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Police
Project Manager: Lt. Todd Berringer Extension: (415) 485-3471
Contractor Name: Speedway Sonoma, LLC
Contractor's Contact: Randall Brown/Peter Rogers Contact's Email: RBrown@sonomaraceway.com
FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor,��
❑
b. Email contract (in Word) and attachments to Cityf
Attorney c/o Laraine.Gittens@citvofsanrafael.org
1Zq/Zt2
3/Zi/ZZ-
2
City Attorney
a. Review, revise, and comment on draft agreement
and return to Project Manager
❑
b. Confirm insurance requirements, create Job on
Department Director
PINS, send PINS insurance notice to contractor
❑
3
Approval of final agreement form to send to
contractor
Forward three (3) originals of final agreement to
4 Project Manager
contractor for their signature
y4
5 Project Manager
When necessary, contractor -signed agreement
❑
agendized for City Council approval *
*City Council approval required for Professional Services
i]
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
City Attorney
Attorney with printed copy of this routing form
Review and approve hard copy of signed
7
agreement
8
City Attorney Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
!
9
or Agreement executed by City Council authorized
=&� official
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10
i r
Attest signatures, retains original agreement and
forwards copies to Project Manager