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02-02-2010 - (5)City of West Covina Meinor andum AGENDA ITEM NO. D-5c DATE February 2, 2010 TO: Andrew G. Pasmant, City Manager and City Council FROM: Christopher J. Chung Community Development Commission Director SUBJECT: AGREEMENT FOR CITY SPONSORED EVENT SERVICES WITH GREATER WEST COVINA BUSINESS ASSOCIATION TO CONDUCT EVENTS ON BEHALF OF THE CITY AT THE LAKES OUTDOOR ENTERTAINMENT AREA RECOMMENDATION: It is recommended that the City Council approve said Agreement for City Sponsored Event Services with the Greater West Covina` Business Association ("GWC") to conduct on behalf of the City outdoor events at the Lakes Outdoor Entertainment Area, and authorize the City Manager or his designee to execute all necessary agreements. DISCUSSION: On February 19, 2002, the City and CDC (as a Licensee) entered into a License Agreement with Edwards Theaters (as a Licensor) to use the Lakes Outdoor Entertaiiunent Area ("Outdoor Area") for "city -sponsored events." City -sponsored events are described as those of general entertaiiunent in nature such as concerts, musical presentation, plays, theatrical productions, dance shows, comedy shows, cultural demonstrations or similar events. The Outdoor Area is located within the Edwards Theater property and the Agreement allows for the City to hold city -sponsored events with no fee paid to Edwards. Since then, the City has held various events at the Outdoor Area, including the Christmas tree lighting ceremony, concerts in the park, street market fair, and others. Due to the current budget constraints, planned city -sponsored activities at the Outdoor Area have been reduced. The Community Services Department is currently working with an alternative program and fielding source to create a citywide community event schedule that includes the Outdoor Area as well as other venues within the City in order to promote the City's retail centers more comprehensively. The City Council will review that proposal in the near fixture. On. December 3, 2009, the City was presented with a proposal (Attaclunent No. 1) by the Greater West Covina Business Association ("GWC") to conduct public events exclusively at the Lakes Outdoor Entertainment Area on behalf of the City under its existing Agreement with Edwards. Approximately ten events are initially planned for 2010, ranging from car shows, a mariachi festival, concerts, book and art fairs, and others, with the potential to add additional events. The goal of GWC is to promote the Lakes Entertainment Area businesses and encourage new business lease -ups by creating a synergy of new foot -traffic through the outdoor events. GN,VC proposes to operate the City sponsored outdoor events on a "turn -key" basis without utilizing City funds and resources, and will be responsible for all marketing, coordination, security and cleanup of all events, securing permits/approvals, and operation of the events. Although the City has some risk of liability associated with any City sponsored event, GWC proposes to secure appropriate insurances and will ensure that the City is fully protected and held harmless from all potential liabilities. GWC proposes that there would be no cost to the City for its services, but would generate revenue from the sale of advertisements and sponsorships for the individual events to offset its costs. lak724bk.doc 0 The attached Agreement (Attachment. No. 2) for City Sponsored Event Services with GWC is for a one-year term that is renewable on an annual basis by the City Manager or his designee. A City Agreement with GWC, rather than with CDC, is appropriate as the proposed events would be considered City -sponsored events pursuant to the original License Agreement with Edwards. Conditions are included in the said License Agreement to ensure that all requirements of the original Agreement with Edwards are met. Additionally, the GWC License Agreement includes provisions to ensure that there would be no cost to the City for the events and that the City is fully protected from all potential liabilities. Additionally, the City has the right to approve or disapprove all events and retain the right to terminate the Agreement upon a written notice at its sole discretion. Upon approval of the Agreement for City Sponsored Event Services, GWC would submit the required information for each event and proceed to secure all necessary approvals and permits as required by the Agreement and City for any type of outdoor event activity. It is also important to note that the City would inform Edwards Theaters of the outdoor events and obtain all necessary approvals. FISCAL IMPACT: No impact to City or CDC funds. GWC. will operate the outdoor events at no cost to the City/CDC and would run the events on a turn -key basis without using City/CDC resources. Reviewed & Approved by: CDC Di Reviewed by: Mike Lee Assistant Director approved via -telephone Arnold M. Alvarez-Glasman City Attorney Attachments: No. 1 — Greater West Covina Business Association Proposal. No. 2 — Agreement for City Sponsored Event Services with Greater West Covina Business Association. lak720k.doc December 3, 2009 Benjamin Kim Redevelopment Manager City of West Covina 1444 West Garvey Avenue West Covina, CA 91790 Dear Benjamin Kim, In representing the Greater West Covina Business Association we are requesting an understanding that the GWC be a promoter for events at the Lakes for the City of West Covina. This would provide the GWC an opportunity to endorse valuable services to the City, business, community and residents.' We embrace the significant characteristics of engaging in community services with the City. The GWC has the ability to design and develop events that are community and business related without infringing on the City budget. In addition, we will comply with all insurance requirements and we acknowledge that all events must be approved by the city. Thank you for your consideration. The Greater West Covina Business Association is requesting a contract with the City of West Covina, to perform the following events in the plaza at the Lakes for the 2010 fiscal year: [maps of events to follow via delivery.] February 6- Valentine's Vendor gift'sale 12:00-4:00pm Valentine's Vendors Gift Safes inside the plaza at the Lakes area The event is designed to generate foot traffic for the Lakes area while providing shoppers with an opportunity to purchase Valentine's Gifts. The plan includes 20-30 booths representing flowers, candy, arts, craft, jewelry and other merchandise related to Valentine's Day. No food booths w/l/tie solicited. Entertainment TBA. The tirne of the event is 12; 00-4.'0bpin. The GWC is responsible for clean-up during and immediately following the event. Expected attendance- 400 adults and children. Public restrooms on location. March 13- West Covina School District Showcase (fundraiser for schools) 12:00-4:00pm West r:ovina Unified School District Showcase Day inside the plaza at the Lakes area This event was developed to showcase the WCUSD programs and awards. In addition, the schooc's and/or PTA will have the opportunity to fundraise. It will feature choirs, bands, programs and 15--20 game booths. lumvers are included. A limited amount of food booths are permitted as long as their menu does not compete with the restaurants at the' Lakes. The event is designed to generate attention to the Lakes shopping area and proviyde the schools an opportunity to fundraise. The time of the event is 12:004: 00pm. The GINC is responsible for clean-up during and immediately following the event. Expected attendance- 500 adults and children. Restrooms are on location. April 3- Cool Cars Show 12:00-4:00pm Cool Cars in Movies At The Lakes This event was developed to showcase Cool Cars from` the movies and a fundraiser for MDA. The crirs will be placed around the plaza at the Lakes and area. 10-20 booths will be provided for vendors. A limited amount of food vendors are permitted as long as their menu does not - compete with restaurants at the Lases. Entertainment TBA. The event is designed to generate attention to the Lakes shopping area and provide fun activity for local families. The time of the event is 12: 00-5:00pm. The GWC is responsible for clean-up and immediately after the event. Expected attendance- 500 adults and children. Public restrooms are on location. April 17- Local Youth and Adult Mar achi Festival 11:00-5:00pm Mariachi Music Festival at the Lakes This event was scheduled to provide family entertainment for the local families. The plan includes youth and adult performat Ices. in addition, there will be 10 to 20 vendor booths available. A limited amount of food vendors are permitted as long as their menu does not compete with the restaurants at the Lakes. The event is designed to generate attention to the Lakes shopping area and to provide fun family activities. The tirne of the event is 11:00- 5.00,6m. -_—___The_GIIVC_is_r_esponsible--for clean-up_during-and immediately folio-wing_the-event.— — - Appropriate security will be scheduled and paid for by the GWC. Expected attendance- 800 adults and children. Public restrooms are on location. May 22- Arts & Literature Festival 1',1:30-5:OOpm Arts and Literacy Festival in the plaza at the Lakes This event is in conjunction with Friends of The City of The West Covina Library. The plan includes a book sale, poetryjam and live music. 15-20 booths are available to vendors. A limited amount of food vendors are. permitted as long as their menu does not compete with restaurants at the Lakes. This is a family activity designed to ,bring attention to the Lakes shopping area and fundraiser for Friends of the West Covina Library. The tirne of event is 12:00- 5:00pm. The GI'NC is responsible for clean-up during and following the event. Approriate security will be scheduled and paid for by GWC. Expected attendance- 800 adults and children. Public restrooms are on location. ---- -June 'I 2- }-ara6ke Competitican_,'-ci6k Fair, Ar_Shorvice Clu-'! Promotions------ — 12:00-,6:00pm Karao.ke Competition, Book Fair, Art Show and Community Service Clubs Promotions in the plaza at the Lakes area. This event is scheduled to provide locals with a family activity. Artist to display their work and Service Clubs to promote membership. In addition, the families can participate and/or enjoy the Karaoke Competition. A limited amount of food vendors are permitted s long as their menu does not compete lwith restaurants at the Lakes. This event is designed to attract families to the Lakes shopping area and provide a fun community activity. The time of the event is 12:00-6:OOpm. The GWC is responsible for clean-up during and immediately following the event. Appropriate security will be scheduled and paid for by GNIC. Expected attendance- 600 adults and children. Public; restrooms are on location. July 8- August 26- Summer Concerts at the Lakes (Every Thursday evening, 8 nights total) 6:30-8:30pm Concerts dates in the plaza at the Lakes: July 8, 15, 22, 29 and August 5, 12, 19, 26. Tentative band agreements: The Copper Canyon Country Band, The Reel Band, Person to Person, Bumptown (additional bands to be determined. The concerts are provided for family entertainment and to promote attention to the Lakes shopping area. 30 booth spaces are available for vendors. A limited amount of food vendors are permitted as long as their menu does not compete with restaurants at the Lakes. The time of the concerts- 6:30-8:30pm. The GVVC is responsible for clean-up during and following the concert. Appropriate security will be scheduled and paid for by GtMC. Expected attendance- 800 to 1200'adults and children. Public restrooms are on location. October 31- Halloween Trunk a Treat 12:00-5:OOpm This is a Halloween Event: Trunk or Treat. Featured are game booths w/prizes and a costume contest inside the plaza area of the Lakes. The game booths are provided by the high school clubs, PTA and non profit organizations. A small area will be'for vendors. Placement of the car club, TEA. _--- ___��i$-E��odfls as ta�iilfj�%�cfi��it,�%for ff�e �o`n�a�nity a�d'aiesi��ed�f�tract attentiont�n tlie- ----� -- Lakes shopping area. Time of event- 12:00- 4:00pm, The G''WC is responsible for the clean-up during and following the event. Appropriate security will be scheduled and paid for by GWC. Expected attendance- 400 adults and children. Public restrooms are on location. Novetimber 20-Business and Art Expo 12:00-4:00pm Business and Art Expo in the plaza area at the Lakes. Entertainment TBA This event can provide 40 spaces for business vendors and Art Exhibits. The time of event 12:00- 4:00pm. 0 i The G'WC is responsible for clean-up during and following the event. ____._A_ ppr_opriate_security_will_be_scheda led_and_paid_f_or by_G_U -C_. Expected attendance- 400 adults and children. Public: restrooms are on location. December TBA- Christmas Program Christmas and family activities TBA Other events currently pending: Car Motorcycle Rally, Clothing Vendors Sale, Chinese New Year, Nightclub Cardio (weekly April -September), Jewelry[Crafts/Antique Bazaar (once a month) GWC !shall construct, operate and maintain stage. The stage is temporary. No permanent structures may be constructed. Contract terms are for one year and no compensation from the City for services rendered are requested. GWC shall provide reasonable prior written notice to. each and every sponsored event. GWC shall provide adequate security for each and every event. GWC shall be responsible for setup and maintenance of its own equipment and clean-up of the plaza area. GWC shall provide the City with evidence of adequate insurance prior to each and every event at the plaza. Also, GWC will assume all liability, hold harmless the City for all events, ind carry appr oprequafe insurance -to protect the City. -- ---- --- GWC shall have the responsibility and expenses of organizing, marketing, coordinating and operating each and every event at'the Lakes. All events will be scheduled in the plaza at the Lakes. 1\ These events are provided for community service while engaging the businesses and residences of West Covina. In addition, the events will promote foot traffic for the location Sincerely, Gary La on Chief Executive Officer Greater West Covina Business Association (818)489-0041 glawson@greaterwestcovina.com 0 .9 • 0 • • Gao/G� �iMY`t�}� � a t}��I' � � .�Jit'��f `��'� ys7% , u..•,,.. ,� � f �' ,�'e a �. ., '` f I_ ����}� vi ti `f�`ti�� 1'��'.���%'�€j-t>;"� � ;s '�'-t��-+`,�`"_ 1���'' .. I try 1� �' .- � 'V •' � �'r� i<, ; �f� r ,,��:,,����� +1' .i i-v`r r fl1 �r { � o f 1 �Jr r t - ' i 0' ��" k�ir-_`l-/a�'��.P7•\ ram' a ix 1f ,. riEr a �`'rk},{. •✓'.� fi 71 Iv o- Y a Ir Ln i i �N mi ... .. '"d:--- ' .. ,w °' -.:: . t�-. •. '� ',�.z�, fiai_rl{� �1) `Si7 ,y`�+. � -� r � ,. �t� .- �w L k jil 646 JF Ily, O i ENERGENCY ACCESS .. i - ,[ a 'raj 4^ .t � �. 30. - �,}, yy r.• 'iFi 22- 0 • vr' : • i'MERGENCY ACCI3SS 1- Tables (S h.) 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(�.� i a7 .� t r a r +fr � 1 � ap RiNJ too 2 REM 06 , 1 jj.w S i[3,1�iltt EMERGENCY ACCESS ryut ``fir g g',1 i % ' s! W. 0 u Attachment No. 2 AG1ZEE.NIENT FOR CITY SPONSORED EVENT SERVICES This Agreement_ made this day= of 2010_ by and between the CITY OF WEST COVINA. a Ivlu.nicipal. Corporation. hereinafter called "City-," and GREATER WEST COVINA BUSINr.SS ASSOCIATION, a General Partnership. hereinafter called "GIXC." WITNESSETH 'WHEREAS, City holds a ,license to use the Lalces Entertaini lent Center's "stage area." located at 1230 Lakes Drive,- West Covina, California 91792, as more particularly described in Exhibit A. hereinafter referred to as "Events Area." for Cit}- Sponsored Events: and 'WHEREAS, City desires to engage GWC to produce various Cite Sponsored Events at the Events Area in accordance with.the specific terms and conditions contained herein: and WHEREAS_ MkV represents that: the principal representative is authorized to enter into this Acreement on behalf of GVVC and GWC is willing to per:forn such services hereinafter defined; and NO_\V. TI"I_EREFOR.- in consideration of mutual promises; covenants and conditions herein contained, the parties agree: 1. Pt TRPOSE, City- hereby retains the services of MA7C as an independent contractor as follows: A. To produce City -approved and City, Sponsored Events at the Events Area: and • . 0 Sponsored Events; and B. G\�7C shall not subcontract with third parties to produce Cite C. The City Sponsored Events set forth in this A,ureenlent shall be conducted subject to the terms and conditions hereinafter set forth. 2. Tl~,RN/I. The temi. of this Agreement shall be for a period of one A) year commencing 2010, and terminating 20l 1. This Aareemerit shall not"become effective until all conditions precedent set forth in this Agreement have been complied with by GWC. City is hei,eby granted options to renew this Agreement on ail annual basis for additional one (1) year extensions upon terms and conditions herein. or those that shall be mutually agreed upon by the parties. The option(s) shall be exercisable in the sole discretion of the City Manager by giving GWC written notice to exercise said option not less than ninety (90) days before the expiration of the term of this Agreement. Exercise of [lie option shall not be considered by the Cit-v Manager unless GWC is in full compliance with all of the terms and conditions of this ,Ikgreetnent up to the date the optiori is exercised. G«%C agrees to produce City Sponsored Events; as defined herein. at the Events J Area on a "turn key"' basis, meaning, that GWC is responsible for all coordination and l implementation of City Sponsored Events, includirig obtaining, all necessary approvals and permits. providing adequate and appropriate staffing, providing security, clean-up; and promotion to snake the City Sponsored Events suceessful. GWC's proposal dated December 2009 is attached hereto as Exhibit B and incorporated herein by rel.erence, with the exception that the proposed events, calendar, and location of activities are all subject to approval by City as provided for in this Agreement. Agreement ror City Sponsored Eveni Services Pace 2 oC 16 ` • • a. 1T1T�FPh;Ni�h.A[T C' )NTRACTOR- GW C is an independent contractor. As such, G \VC shall have no power or authority to incur anv debt, obligation, or liability on behalf of City. GNVC understands. and the parties hereby agree. that GWC is an independent contractor and that neither its nor its avents_ servants and employees are servants or employees of City .ror any purpose whatsoever. Further. GWC is not entitled to any benefit typically associated with an employee. such as medical. sick leave. retirement benefit, or vacation benefit. 5. DFSCRIPTIOIN OFEVENTS AREA. The .Events Area which is the subject of this Agreement is the "stave area" of the Plaza area of the Lakes Entertainment Center, located at 1.230 Lakes Drive, West Covina. California 91 792, as more particularly described in Exhibit A attached hereto and incorporated by reference. In no event shall the Events Area exceed approximately 1.000 square. feet. All City- Sponsored Events shall be confined to the .Events Area. 6. AT71-i0Rlr�1D 17,VF1\Fr,S_. A. City SlIMIsore'd Events. For the purposes of this Agreement. "City Sponsored'_ vents" shall nical,i an e.verA wlilch: (i) Shall be of a general entertainment nature such as concerts. musical presentations; plays, theatrical productions, dance shows, comedy shows_ Cultural demonstrations or similar everts: and (10 Is free of admission cost, open to the general public, suitable l:or people of allages; and shall not promote a specific private croup, cause or message: and is presented by City through this Agreement «pith j C. (iv) City Sponsored. Events shall include tine setting up the event. the event itself. and conclusion of the event. eleanimand retu ninu the Events Area to its pre -event condition. Agreement for City Sponsored Event Services Page 3 of 16 B. Prior ON Approval. GWC shall submit each proposed City- Sponsored Event to City at least sixty (60) clays prior to the proposed date for the event. City shall have sole discretion to approve or deny each proposed City Sponsored Event. The conduct of all events shall comply wwith all . Federal. State and local requirements. i. P�\Yi\'iFNT FOR SF1 'ICRS_ City agrees to pay to G«rC for its services in producing City Sponsored Events as set forth herein, for the first year of this Agreement the sum of One ($1.00) Dollar, payable upon the execution of this Agreement; and One ($1.00) Dollar, payable upon the execution of an option(s). ilany, pursuant to this Agreement. The cost of all. City Police Department personnel and equipment supplied b�, Cite pursuant to the terms and conditions of this Agreement shall be paid to Cite by GNVC within ten (10) days follow1 _2 receipt of irtvo cc. from City setting forth such cost. S. NQN-EXCLIiSMEY It is agreed that GWC shall, during the tern of this Agreement, have the non- exclusive right to present those City Sponsored Events set forth in Paragraph 6 above, and that City shall be permitted to reserve the ''use of the Events Area for any events Nwhich would not be in conflict -,vitlh anv scheduled eventsconducted by GWC pursuant to the terms ofthis Agreement. In addition thereto., GWC acknowledges that pursuant to City's license with the owner of the Lakes Entertainment. Center, the owner retains the right to hold its ova events in the Events Area, upon 45 (forty-five)_ clays v,7ritten notice to City. that would not compete or conflict with Cit<<'s use of the Events Area. If City receives such notice. it shall provide written notice to GWC and determine whether GWC has a City Sponsored Event scheduled which would conflict with the owner's proposed use of the .Events Area. 9. PERSONNEL N l s�111P1\iRNT F(�R CiTY SPC�NSQRRI� EVENTS A. .nneL_l�uipment, ,,nd_Supplies GVUC shall provide. at GWC's sole Aareement for City Sponsored Event Services Pace 4 of 16 cost and expense. any personnel, equipment. and/or supplies required by G\VC to produce CM, Sponsored Events. B. . L'c. City shall provide, at GNVC's sole cost and expense. in numbers to be determined by City the Followiizg personnel, and any other additional personnel which it may require. purstiant to rite schedule and lnocedUre provided by City Manager: (i) City Police Ol'ficer(s) for the PtLrl)ose of adequate security for City Sponsored Events. including preparation For and clean up/conclusion of said events. (ii) - City Civilian Pot lee Department employee(s) for the plupose of assisting Police Officer(s) with providing adequate security for Cit<Sponsored Events, including preparation for and clean up/ccrnclus.ian of said events. (iii) Arty other City employees deemed by City to be required For assistance or supervision with City Sponsored Events. t0. AF)DITIONAll l�(iTi1 Ssj}�' �rWC. A. GWC shall. at its cost and expense, provide the necessary seclu-ity for Citv Sponsored Events. The secui-Ity shall be a level. to be determined by City and the security° companies employed shall be sui�jCCt to the approval of City. In addition. CAA shall have the discretion to require at least one ('l) City police officer stationed at the Cih, Sponsored Event at GWC`s sole cost and expense. B. GWC shall procure, pay. accommodate. transport, produce and conduct, and otherwise _provide for all artists and other personnel. egUip.ment and supplies related to the production of each authorized C ite `Sponsored Event wiless otherwise set forth in this Agreement. C. GWC shall determine the starting tinrie and ending time vid so advise City at the time that GIA%C provides City ':wilth notice of the proposed City- Sponsored Event. as set forth herein D. GIN C shall be responsible for all publicity, and advertising subject to the prior approval of City- as to content and location. A-reement for City Sponsored Event Services Pave of 16 E. MVC will directly pay all costs for the City Sponsored Events. includinu security, police services. clean-utp, promotion, advertising, Utility costs, lighting. and restroom rental. F. GWC shall be responsible, at its own cost and expense, for the set-up and maintenance of its own equipment and facilities and timely clean-up of the Events Area. the Lakes Entertairurrent Center "plaza" area, and adjacent parlcino lots or other propert-v affected by City Sponsored Events. G`N'C shall be responsible, at its sole cost and expense_ for repair of any damage to the .Events Area and "plaza" area, including the outdoor f uniture installed on the "plaza," but only to the extent that such damaue is a direct or proximate result of the City Sponsored Event. and is not the result of normal wear and tear. In the event of failure to provide required cleaui-up or repairs, GWC shall have twenty-four (24) hours upon receipt of notice of same. to commence the conective work and diligently- pursue same to completion. In the event GWC should fail to undertake corrective N ork and diligently puu-sue same. City shall retain the right to commence and/or complete the corrective tivork and submit an invoice to GWC, �yhich shall be paid within ten (10) days of receipt. G. GWC' ;,hall be responsible fvr removal of all booths, temporary- structures. tables: decorations and any other item used in the. productio.0 of the City Sponsored Event. Nwithin 1101.11-s front the end of the most recent City- Sponsored Event. 14. GWC shall 'be responsible for trash removal horn the Events Area within 2 hours h-01-11 the end of the most recant City Sponsored event. 11. RESIR _0l/1:S. GWC shall provide, at its sole cost and expense, portable restrooms. in numbers sufficient for the anticipated numbers of attendees of the City Sponsored Events. Said restroom(s) shall be removed from the Events Area at the conclusion of the City Sponsored Event and shall not be left unattended. AL,reement for City Sponsored went Services Pa,ze 6 of 16 m In the event a City Sponsored Event is cancelled due to rain or other incapacitating weather and is not rescheduled. GINV shall pay to City any costs incurred by City in the provision of personnel or equipment. By entering into this Agreement with GWC, City does not relinquish the right to reserve the management thereof. and GWC specilicalhy consents to allow City to enforce all necessary and proper rules for the rzanagement and operation of said Events Area. City officers, its agents and employees n-my, in the Course of their employment enter the Events Area at an, time and on any occasion. City reserves the right to eject or cause to be ejected .from the Events Area any objectionable person(s); and nelther City nor any of its officers. agents, or employees shall be liable to GWC for anv damages that may sustained by GWC through the exercise by City of -such right. 14. SIDONSORSI-1t2L A. GWC shall be allowed to advertise and sell "sponsorship" opportunities for booth or vendor space at GWC-olaerated City Sponsored Events at the Events area_ for the sole pLirpose of covering GWC's e,,pe.n,es in producing: the City Sponsored Events. GWC shall present a list of proposed sponsors to City for approval at least (30) days prior to the proposed date for each City Sponsored Event. City shall Rare sole discretion to approve or den, each proposed sponsor. GW'C shall pie -screen proposed sponsors to ensure that they are suitable for City Sponsored Events. with special consideration given to the fret that all City Sponsored Events are open to the public of all ages. B. lLiJ-s-= T ices. GWC agrees that it shall obtain. at its ovm expense; an -\- and all permits or licenses that tnay be required in connection with the operation of the sponsorship booth or vendor- spaces. Each and every booth vendor shall obtain all required permits and licenses. includirio business licenses. C. Sl���nse„s1,T l�c�� 1_hs!Ve.ndc�rs. All booths shall be subject to the prior approval o .' ,City as to the number. type and location. AUreement for City Sponsored Event Services paLye 7 of 16 D. Noii-cornpele. Sponsors and vendors shall not be of the same type of the existing businesses in the Lakes Entertainment Center unless other,,vise approved by the City-. 1 �. PARKING;_ Gti,VC aclaioNvledoes that the parking areas are not exclusive and are for the use of all patrons of the Lakes Entertainment Center. 16. iNSTJRANC'F,,. GWC shall mairitaih throughout the dturation of the term of the Agreement. liability insurance covering GWC and designating City including its elected or appointed officials, directors. officers. agents, employees, Volunteers. or consultants. as additional insured against any and all, claims resulting in injury or damage to persons or property (both real and personal) caused by any aspect of GWC's performance Linder this Agreement or in connection v.vith GNNT-produced City Sponsored Events, in amounts no less than the following and with such deductibles as are ordinary and reasonable in keeping with industry- standards. It shall be stated. in the Additional Insured Endorsement, that GWC's insurance policies shall be primary as respects any claims related to or as the result of the GWC's performance under this Agreement or in connection with GNV'C-produced City Sponsored Events. Any insurance. pooled coverage.. or self-insurance maintained by City,' its elected or appointed officials. directors. officers. aLTents. employees. volunteers. or consultdnt:s shall be non-contributory. CrF:nersjl l ,i�hiiil�': a. General Aggregate $21,000.000 I,. Products Comp/Op Aggregate $2.000.000 c. Personal -Yz Advertising? lujun $1.000.000 Cl. Each Occurrence $1.000.000 e. Fire Damage (any one fire) $ 100.000 �1. Medical Expense (any one person) $ 1001,000 -\VsaL'l,sj-s' (-ompensation: a. Workers' Compensation Statutory Limits b. El Each Accident $1.000.000 c. EL Disease - Policy Limit $1.000.000 Agreement for City Sponsored Event Services NLi e8of'16 • d. U Disease - Each Employee $1.000.000 AiO»0hile i Jability: a. Any vehicle, combined single limit $1,000.000 GWC shall provide thirty (30) days advance notice to Cite in the event of material changes or cancellation of any coverage. Certificates of insurance and additional insured endorsements shall be furnished to City thirty (30) days prior to the effective date of this Agreement. Refusal to submit: such certificates shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity. including termination of this .'AQreeliient. If proof of insurance required under this Agreement is not delivered as required or if such insurance is canceled and not adequately replaced, City shall have the riC7ht-but not the duty to obtain replacement insurance and to charge the GWC for any premium due for, such coverage. Insurance .is to be placed with insurers authorized and admitted to write insurance in California and with a current A.M. Best's rating of A-:VII or better. Acceptance of insurance from a carrier with a rating lower than A-:VII is subject to approval by City's Risk Manager. GNVC shall immediately advise CAN, i.Af any litigation that may affect these insurance policies. 17. ELIPT OYTF'sl,Of (iW(',. The employees of GWC are the responsibility of GWC and are not the employees or agents of City. GWC shall provide such personnel as may be required to produce City Sponsored Fvents. In the performance of this Agreerneni, GWC shall not discriminate against any employee, subcontractor, or applicant for employment because of race. color. creed. reli0jon_ sex marital status. national origin. ancestry, age physical or mental handicap. medical condition. or sexual orientation. GWC will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during emp.loyinent. Nvithout regard to their race. color; creed. religion, sex, marital status, national ot'iQin. ancestry, age. physical or mental handicap. medical condition, or sexual orientation. 18 C0N1)I iC�1CaI�_F_I�1�L�IC1=�Q1 C GNVC shall appoinA one of its officers to serve as Manager. Said NlaiiaLer shall personally attend all City Sponsored Events which are subject to thus Agreement, and be present from one hour prior to the start of the event until one hour after it is completed, or as necessary to Agreement For City Sponsored Event Services Pare 9 of 16 • 0 ensure adequate preparation for and clean-up after the event. In the performance of this Agreement. GWC shall not discriminate against am - employee, subcontractor, or applicant for employment.. or any City Sponsored Event attendee because of race, color; creed, religion, sex, mari.ta.l status, national origin. ancestry, age. physical or mental handicap, medical condition, or sexual orientation. 20. PERMITS AND LIC ENSES. G«W'C shall be required to obtain., at its sole cost and expense, any and all permits or licenses that may be required in co.noection with the performance of this Agreement including, but not limited to, use permits, tax permits, business licenses, health permits. liquor licenses, police and lire permits. 21. PAYMENT CIF DIERTS. GWC shall pay all debts incurred by it for the purchase of supplies, materials, and equipment for the services of evenly sort for use in or in connection with the performance of this Agreement. 22. LAWS ANT) ORDINANCES- GWC shall conduct its performance of this Agreemennt in accordance with all the laws, ordinances, rules and reu=ulat:ions applicable to such performance as set forth by the City of Vest Covina_ County of Los Angeles,. State and Federal Governnnents and anv regulations that may hereinafter be specified by City-. 23. TAXES AN n ASSRSS IVI FNTS_ MN C shall pay before delinquency all lawful taxes, assessments, Tees, or charges, which mad be assessed aoainst: it foie whatever purposes in the performance of this Agreement. 24. PUCTNT 01" INSPl -'TlDIL City, its authorized representatives, agents and employees shall have the right to enter upon the Events Area at any and all reasonable times :for the purpose of inspection and Agreement for City Sponsored Event Services Pa`e 10 of 16 0 • I I j observation of GlAfUs performance pu suant to this Agreement. � During these inspections. they shall have the right to utilize photographic devices and other instruments for recording conditions and events takina place at the City Sponsored Events. Said inspections may be made by persons i identi:Cied to GWC as Cite employees, of may be made by independent contractors engaged by Cite. Inspections may be made for the purpu!ses set forth below. hoNvever. the enumeration below shall not be construed to limit City's riolit of inspection for any purpose >llcidental to the rights of Ciiz�: i A. To deteriline if terms and conditions of the Agreement are being complied with. I B. To observe transactions between G"ATC. and members ofthe public in order to evaluate the quality and quantities of the Cite Sponsored Event. sponsorships, the courtesy eltendea to and method of deal _n.g vvttli the public, the performance and ca-liber of MA"C's employees and event sponsorships. AT.TF:RA_1"IMS TO F,�FN`-[' AREA_ No permanent a.ltemtioils, changes, or additions of any kind shall be made to the Events Area. 26. LTC.ENSE RE]"WE N CITY AND I JF T A<<FS FNTFRTg1Nl\Ih.NT (ENT}=R It is aareed by the parties that this Agreement is subject to the terms and conditions of the License Agreement dated February 191, 2002, betAveen Edw-ards Theater_ Inc, as Licensor - and the Redevelopment Agency of tl» Cih7 of West Covina (now kno«n as the `Community j Deg,-elopment Commission"), and the C111ty of West Covina, as Licensee_ attached hereto as L.lhibit C and incorporated herein by reference. i 2 I. ASSICrNN/I ENT AT iD Si 113T,hA G\UC agrees that it shall not assign this Agreement. nor assign or sublet arry t-iUhts thereunder. S . INTO E N1Ni"I 'Y GNVC hereby agrees to protect, indemnifv and hold City and its employees. Agreement for City- Sponsored Evert Services Page 1 1 of 16 officers and servants free and harmless from any and all losses_ claims_ liens, demands and causes of action of every kind and character including, but not limited to, the amounts of judgment, interests, court costs, le,Lal frees and other expenses incurred by Cite arising in favor of any party, includino claims, liens,1debts, personal injuries, employees of Citv. death or damages to property (including pr(.)perty of City) and without limitation by enumeration. all other claims or demands of every character occurring or arising from directly out of the reckless or neLligent acts, errors or oniissio`ns by GWC in the performance of its services under this Agreement or which result from MVC-produced City Sponsored Events. This provision is not intended to create any cause o f action in favor of any third party against Mk C or Citv 01, to enlarge in any ti ay GWC's liability but: is intended solely to provide for indemnification of Citv for liabilit;r for damages or injuries to third persons or property arising from GNN%C's reckless or neg.ligernt performance hereunder or arising from GWC-produced Cit,,- Sponsored Events. G�VC agrees that GWC's covenant under this Section shall survive the termination of this Agreement. The following; events are hereinafter called ".Events of Default": A. The iailare of GWC to punctually pay any invoice provided to GXVC . by City when due within ten (1CI clays - ter written notice from the Cite Finance Director ancvor CIO,, IManager; and/or B. The failure of GWC to keep, perform and observe all other promises. covenants, conditions and agreements set forth in this Agreement on its part to be so kept. performed or observed A-vithi.n ten (10) days after written notice of default thereunder from the City- N/lanager; ancl/or C. The ':aba.nclonment, vacation or discontinuance of its operations at any Cit;- Sponsored .Event: andlor D. The filing of a voluntary- petition in banlo•uptcy by G\VC; the adjudication of GW C as a bankrupt; the appointment of any receives of GAYC's assets; the malting Agreement for Cit\l Sponsored Event Services Pa,e 12 of 16 of a general assigi7ment for the -benefit of creditors; the occurrence of any act which operates to deprive GWC permanently of. the Ti��hts, powers and privileges necessvy For the proper conduct and performance of the Agreement granted herein; the levy of any attaclunent or execution which substantially interferes with GWC's operations under this Agreement and which attachment or execution is not vacated, dismissed, stayed or set aside I -or a period of thirty (30) days. 14 go] WAWA C A :CanLJ- 1,i1lon by C'11-v. City shall have the right to cancel this ,Agreement at any time and for any reason. which shall be effective. upon Nvritten notice to GNNIC. Ligon notice of cancellation, G W C shall immediately cancel any upcoming City Sponsored Events or at Citt `s option; relinquish the control and implementation'of upcoming approved events to Cite at City's expense. City shall not be responsible for any cost and expense incurred b-,- GWC as a result of City's cancellation of this Agreement. L. t1a11C:e_hrrtioo by Cy WCC GWC shall have the right to cancel this Agreement at� any time and for and, reason.; up011 30 days Avritten notice to City. Upon notice of cancellation. GWC shall iiiiniedi itely cancel any upcoming City Sponsored Events at GWC's expense or at City's option. relim'-Imsh the control and implementation of upcoming approved events to City. City shall not be responsible for any cost and expense incurred by G'\VC as a result of Gti,'C's cancellation of this Agreenent. 1. RESOU 1TTDOLDWE 1Tl".fi- A. Disputes rgarding the interpretation or application of ally provisions of this Agreement shell. to the extent reasonably feasible, be resolved through good faith negotiations between the parties. B. if any action. at law or in equity. is brought to enforce or to interpret any provisions of this Agreement. the prevailing part- in such action shall be entitled to recover reasonable attorneys' fees, costs, died necessary disbursements, in addition to such other relief as may be sought and a«-arded Agreement Por Cit : Sponsored Event Services Pate 13 of 16 • J • Notices shall be made in writing by personal deliver--, overnight courier, or by U.S. Iv''lail. addressed as follows: 1'0-CL .0 Gary Lawson Chief Executive Officer Gre,dtcr West Covina .Business Association l 04d West Covina Parkway West Covina, CA 91790 To Cilv� \ndi-ew Pasmant City:Manager City of West Covina 1440 West Garvey Avenue West Covina. CA 91790 With a C olii�- esv Copy to: Arnold M. Alvarez-Glasman City Attorney Alvarez-Glasrnan & Colvin l 1 11 31 Crossroads Parl.wa)- North Suite 400 — West Tower- City o f Industry, CA 91746 The parties agree to provide written notice Nvithin five (S) clays if the names or addresses for notice have changd. �3. VF,f;,\R1I,1'1'Y If any provision of this agreement is held by a court of competent jurisdiction to be invalid. void or unenforceable. the,remaining provisions nevertheless will continue in hill force and effect without being ii-ri.pa.ired or invalidated in anv way. 54. GOVERNING [.AtiV- This Agreement shall be governed by the laws of the State of California. In the event of litigations between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. ]k the event of litigation in a U.S. District, Court, exclusive venue shall lie in the Central District of California. ,4 reement, for City Sponsored Event Sei+vices Pa«e 14 oI' 16 ;_. FNTIRE AGRI LI?' This document and the exhibits attached hereto constitute the entire A�ireeinent betv,een Cite and GWC for the presentation of authorized City Sponsored Events at the Events Area of the Lakes Entertainment Center. All other agreements, promises and representations with respect thereto other than contained herein are expressly revc)ked, as it has been the intention of the parties to provide for a 1 complete within the provisions of this document and the exhibits attached hereto of the terms. conditions. promises and covenants relating to City Sponsored Events services contracted for and the Events Area to be used in'�the conduct thereof. This document may be modified only by further written agreement betvv,een the parties hereto. Any such modification shall not be effective unless and until executed by G WC sand in the case. of City until approved by the City- Council of the City of West Covina and executed by the IVlayor and CityManager thereof. IN WITNESS '1A7HERE0F, GWC has executed this Agreement. or caused it to be duly executed, and CITY OF WEST COVINA, by order of its City Council, has caused this Agreement to be executed on its behalf by the Mavor and the City Manager of said City and attested by the Cite Clerk of the City thereof. the day arid year first above written. GREATER WEST COVINA BUSINI SS ASSOCIATION A General Partnership Gait' ,vson Chief Executive Officer CITY OF WEST COVINA A N-J nicipal Corporation By Andrew Pasmant Citti- Mariager Agreement for Citv Sponsored Event Services Pate 1 of 16 I ATTEST: EST: Sue-RLIS11 CI" Clerk APPROVED AS TO FORIA: 9 Arnold N4. Alvarez-Glasman Citv Attorney Agreement for Citv Sponsored Event Services Pave 16 of 16 • 0 Exhibit A 4Z-)'2Q'G0 O oLS 'MD;_ E�VT 70 YYRILON, CA zI 1 f12� fir ID ECOWNfGA-111%15 f Eh CD ~L Ll� 0 D.I. 0 � I ' ?GV t SAP, d i �— —' LS S [. i 2oo L�KES bpi\,'E �. 70 EG Fp �L ��i✓L: � �. — nl-1� Exhibit B Benjamin Kim Redevelopment Manager City of West Covina 1444 West Garvey Avenue West Covina, CA 91790 Dear Benjamin Kim, December 3, 2009 In representing the Greater West Covina Business Association we are requesting an understanding that the GWC be qa promoter for events at the Lakes for the City of West Covina. This would provide the GWC an opportunity to endorse valuable services to the City, business, community and residents. We embrace the significant characteristics of engaging in community services with the City. The GWC has the ability to design and develop events that are community and business related without infringing on the City budget. In addition, we will comply with all insurance requirements and we acknowledge that all events must be approved by the city. Thank you for your consideration. The Greater West Covina Business Association is requesting a contract with the City of West Covina to perform the following events in the plaza at the Lakes for the 2010 fiscal year: [maps of events to follow via delivery.] February S- Valentine's Vendor gift sale 12:00-4:00pm Valentine's Vendors Gift Sales inside the plaza at the Lakes area The event is designed to generate foot traffc.for the Lakes area while pro viding shoppers with an opportunity to purchase' Valentine's Gifts. The plan includes 20-30 booths representing flowers, candy, arts, craft jewelry and other merchandise related to Valentine's Day. No food booths will be solicited. Entertainment TEA. The time of the event is 72-00-4: �Opm. The GWC is responsible for clean-up during and immediately following the event. Expected attendance- 400 :adults and children. Public restrooms on location. 10 • March 13- West Covina School District Showcase (fundraiser for schools) 12:00-4:00pm West Covina Unifred School District Showcase Day inside the plaza at the Lakes area This event was developed to showcase the WCUSD programs and awards. lbi addition. the schools and/or PTA will have the opportunity to fundraise. It will feature choirs, bands, programs and 15-20 game booths. Jumpers are included. A limited amount of focd booths are permitted as Fong as their menu does not compete with the restaurants at the Lakes. The event is designed to generate attention to the Lakes shopping area and provide the schools an opportunity to fundraise. The time of the event is 12:00-4:00pm. The GWC is responsible for clean-up during and immediately following the event. Expected attendance- 500 adu/fe and children. Restrooms are on location. April 3- Cool Cars Show 12:00-4 OOpm Cool Cars in JVovies At The Lakes This event was developed to showcase Cool Cars from the movies and a fundraiser for MDA. The cars will be placed around the plaza at the Lakes and area. 10-20 booths will be provided for vendors. A limited amount ot'. food vendors are permitted as long as their menu does not compete with restaurants at the Lakes. Entertainment TBA. The event is designed to generate attention to the Lakes shopping area and provide fun. activity for local families. The time of the event is 12,-00 "0Opm. The GWC is responsible for clean-up and immediately after the event' Expected attendance- 500 aduifs and children. Public restrooms are on location. April 17- Local Youth and Adult Mariachi Festival 11 00-5:00pm Mariachi JWusic Festival at the Lakes This event was scheduled to pro' vide fami v entertainment for the local families. The plan includes youth and adult perfort'nances. In addition, there will be 10 to 20 vendor booths available. A limited amount offo�d vendors are permitted as long as their menu does not compete with the restaurants at the Lakes. The event is designed to generate attention to the Lakes shopping area and to provide fun family activities. i The time of the event is I I.00- 506pm. _ Tne_G-kYC-is_responsibleLfor-.clean-up-during_and_irrrmediately-fallowingthe_avent Appropriate security will be scheduled and paid for by the GWC. Expected attendance- 800 adults and children. Public restrooms are on location. May 22- Arts & Literature Festival 11:30-5:00pm Arts and Literacy Festival in the, plaza at the Lakes This event is in conjunction with, Friends of The City of The West Covina Library. The plan includes a book sale, poetryjatri and live music. 15--20 booths are available to vendors. A limited amount of food vendors are permitted as long as their menu does not compete with restaurants at the Lakes. This is a family activity designed to bring attention to the Lakes shopping area and fundraiser for Friends of the West Covina Library. The time of event is 92 00- 5:06ptn. The GWC is responsible for clean-up during and following the event Appropriate security will be scheduled and paid for by GWC. E,ypected attendance- 800 adults and children. Public restrootns are on location. June 12-Karaoke Competition, Kook Fair, Aot Show and Community Service Cluo Promotions 12:00-6:00prn Karaoke Competition, Book Fait, Art Show and Community Service Clubs Promctions in the plaza at the Lakes area.. This event is scheduled to provide locals with a family activity. Artist to display their work and .service Clubs to promote membership. In addition, the families can participate andror enjoy the Karaoke Competition.PA limited amount of food vendors are permitted as long as their menu does not compete with restaurants at the Lakes. This event is designed to attract families to the Lakes shopping area and provide a fun community activity. The time of the event is 92: 00-6:00pm. The GWC is responsible for clean-up during and immediately following the event. Appropriate security will be scheduled and paid for by GWC. 0 7-j Expected attendance- 800 adults and children. Public restrooms are on July 8- August 26- Summer Concerts at the Lakes (Every Thursday evening, 8 nights total) 6:30-8:30pm Concerts dates in the plaza at the Lakes. July 8, 15, 2? 29 and August 5 92, 9-a, 26. Tentative band agreements: The Copper Canyon Country Band, The Reel Band. Person to Person, Bumptown (additional hands to be determined. Tne concerts are provided for tamily entertainment and to promote attention to the Lakes I. shopping area. 30 booth spaces are available for vendors. A limited amount of food vendors are permitted as long as their menu does not compete with restaurants at the Lakes. The time of the concerts- 6:304:30pm. The GPVC is responsible for clean-up during and following the concert Appropriate security will be scheduled and paid for by GWC. Expected attendance- 800 to 1200 adults and children. Public restrooms are on location. October 31- Halloween Trunk a Treat 12:00-5:00pm This is a Halloween Event: Trunk or Treat. Featured are game booths w/prizes and a costume contest inside the plaza area of the Lakes. The game booths are provided by the high school clubs, PTA and nonprofit organizations. A small area will,'be for vendors. Placement of the car club, TBA. This event is � i`amily acfivity for ffre cominunityond-designed fo aft�acfatfention to tfie-` --- . Lakes shopping area. Time cf event- 92: 00- 4:00.pm. i The GkVC is responsible for thelclean-up during and following the event. Appropriate security will be scheduled and paid for by GUVC. ' Expected attendance- 400 adults and children. Public restrooms are on location. November 20- Business and Art'Expo 12:00-4:00piii Business and Art E po in the plaza area at the Lakes. Entertain✓nent TBA. This event can provide 40 spaces for business vendors and Art Exhibits. Me time of e vent 12: 00- 4.-DOpm. The GWC is responsible for clean-up during and following the event. Appropriate-securlty_.wilba scheduled-andpaid for_by GW-C Expected attendance- 400 adults and children. Public restrooms are on location. December TBA- Christmas Program Christmas and family activities. TBA Other events currently pending: iCar Motorcycle Rally, Clothing Vendors Sale, Chinese New Year, Nightclub Cardio (weekly April -September), Jewelry/Crafts/Antique Bazaar (once a month) GWC shall construct, operate and maintain stage. The stage is temporary. No permanent structures may be constructed. ' Contract terms are for one year and no compensation from the City for services rendered are requested. GWC shall provide reasonable prior written notice to each and every sponsored event. GWC. shall provide adequate security for each and every event. GWC shall be responsible for setup and maintenance of its own equipment and clean-up of the plaza area. GWC shall provide the City with evidence of adequate insurance prior to each and every event at the plaza. Also, GWC will assume all liability, hold harmless the City for all events, and carry appropriate and adequate insurance-to-profecf the-Cify:--------- --- -""-- GWC shall have the responsibility and expenses of organizing, marketing, coordinating and operating each and every event at the Lakes. All events will be scheduled in the plaza at the Lakes. These events are provided for community service while engaging the businesses and j residences of West Covina. In addition, the events will prornote foot traffic for the location. Sincerely, Gary La on Chief Executive Officer Greater West Covina Business Association (818)489-0041 glawson@greaterwestcovina.com r 0 0 �v r- t� V k 0 VN 0 • ..... . . . . . P.W • r :i 4 0 k �\ � � / /� � � •Pf I Pt 6/1 a,�j 12 , . 2- U 1 C� KI � C� • L tt: 1 r .0 .0 ti9'v . • tut5r,� 1•kugi yk Ir, r tiuk'�^ et; . Exhibit C LICENSE AGREEMENT This License Agreement ("Agreement" or "License") is entered into on February L° 2002 by and between EDWARDS THEATRES; INC., a Delaware corporation. hereafter referred to as "Licensor," the REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA, a public hody corporate and politic ("Agency"), and the CITY OF WEST COVINA, a municipal corporation, hereafter collectively referred to as —Licensee." RECITALS A. Licensor's predecessor in interest is the Tenant under that certain Lease Agreement with Pried XIV Trust, dated May 4, 1999, as the same may be amended from time to time (the "Lease" with respect to certain real propeity situated in the City of West Covina, California (hereafter referred to as the "Property"), and more particuiarly described on Exhibit "A." Exhibit "A" is attached to this Agreement and hereby incorporated by reference. R, Licensee has requested and Licensor has agreed to the grant of a license to use the "License Area" for the conduct of "City sponsored events" (as those terms are hereinafter defined). NOW, r and Licensee agree as follows: GRANT OF LICENSE. a. Licensor grants to Licensee a license to perform the following acts on the License Area: To enter upon that portion of the Property described in Exhibit "E" attached hereto and incorporated herein by reference (the "License Area"), to construct, operate and maintain a temporary, portable outdoor entertainment stage (the "Stage") of less than 1,000 square feet, including any appurtenant underground electrical facilities and lighting apparatus necessary for proper operation of the Stage-, provided, however; that (i) the Stage ishall not be constructed in a manner that unreasonably limits the use or enjoyment of'the plaza area of the Property, (ii) Licensor shall have approved the design for the Stage prior to commencement of construction (which aporoval shall not be unreasonably withheld), and (iii) Licensee shall give Licensor written notice at least ten (-I0):days prior to commencing construction of the Improvemdnts (as that term is defined in paragraph 2a below) in the License Area. EdwardsUcense2-8-02 i b. Licensed may not use the License Area for any other purpose or business without obtaining Licensors prior written consent. I. 2. CONDITIONS AND RESTRICTIONS OF LICENSE. Licensee shall construct, operate and maintain the Stage subject to the following conditions and restrictions: a. The entertainment area shall consist of a temporary stage of a per Lable. modular design (the "Temporary Stage") which may be easily moved and stored at a site off the Edwards Theatre Property. No permanent structures with respect to the entertainment area may be constructed on the License Area, except for decorative perimeter landscaping and underground electric facilities constructed, maintained and repaired at the sole cost of City (collectively, the "Improvements"). The Temporary Stage and structures or equipment used in connection with the entertainment area will not at. any time remain on the License Area for a period in excess of one (1) day prior to, and two (2) days after, a "City sponsored event." During the period that the Temporary Stage is on the License Area, but not in use. Licensee shall barricade or physically set off the Temporary Stage from the rest of the plaza area to prevent the Temporary Stage from becoming a hazard or "attractive nuisance." b. The Stage may be used by Licensee only for "City sponsored events'. For purposes of this License-, "City sponsored events" shall mean an event . which: (i) Shall be of a general entertainment nature such as concer-ts. musical presentations, playsi, theatrical productions, dance shov:ls, comedy shows, cultural demonstrations or similar events- and I. ---- -- - ----- -- ---- - - --- - - - ---- ----- -- s ---- (ii) Is, presented by Licensee through its own personnel; a --- -- - Licensee's expense and under the direct supervision and control of Licensee-. or I. (iii) Is.presented by Licensee through direct contract with the person or entity presenting the event or their agent/representative, at Licensee's expense and under the direct or indirect supervision and control of Licensee. C. Licensee shall provide reasonable prior written notice to Licensor prior to each and every City sponsored event to be conducted on the Temporary Stage. d. Licensee shall provide adequate security through means of the Licensee's police force for each and every City sponsored event. The type and extent of security shall be in the sole discretion of Licensee, except that the number of security personnel provided shall be (appropriate to the number of attendees for each such event. Licensor shall not beIresponsible for.providing additional security. e. For any City, sponsored event; Licensee shall be responsible, at its sole cost and expense, for set-up and maintenance of its own equipment and facilities and timely clean-up of the pla._a!and adjacent property. For any City sponsored event, 2 Edwardsi_icense2-8-02 • Licensee shall be responsible; at its sole cost and expense, for repair of any damage to the License Area and plaza area, including the outdoor furniture installed on the plaza by Licensor, but only to the extent that such damage is a direct or proximate result of the Clty sponsored event, and is not the result of normal wear and tear. f. This Agre Licensee, and not Licensor, w obligations for the Stage and use of the Stage. If Licensor forty-five (45) days prior writte sponsored event," and its use the Stage. Licensee shall not Licensee events shall have pr maintenance related to its USE 3. LICENSE NOI shall not be assigned. Any it. No legal title or leasehold the grant of this License. 4. TERM AND TE an interest, and shall be irrev this Agreement shall expire o of the Lease), or, if Edwards the expiration of the extender Date"), provided, however, th Agreement at any time prior t -----.-------a.--_--Li ceps terms of the Agreement. =meat grants exclusive control of the Stage to Licensee. II be responsible for all maintenance and repair he License Area and the processing of all requests for iesires to use the Stage, it shall provide Licensee with i notice, its use must comply with the definition of "City must comply with all regulations of Licensee for use of unreasonably deny Licensor use of the Stage, but ooity. 'Licensor shall be responsible for its share of of the Staae. 3SIGNABLE. This License is personal to Licensee and mpt to assign the License shall automatically terminate erest in the Property is created or vested in Licensee by MINATION. This license shall be a license coupled with cable except as specifically provided herein. The term of January 31, 2020, (the expiration date of the initial term xercises an option to extend the Lease, on the earlier of term of the Lease or December 21, 2028, (the "Expiration t Edwards shall be entitled to terminate the License the Expiration Date under the following conditions: ils_to_substantiall.y-comply_with-any_of the_substantive_.___- b. The conduct of the outdoor entertainment events results in cancellation of Licensor's ins l rance coverage for the Property. C. A court determines that Licensee's use of the Stage violates any municipal, state or federal laws. d. A, court determines that the use of the Stage by Licensee has converted the License Area to a "quasi public forum," a "public forum," or a "limited public forum" (as those terms' have been applied in state and federal decisional law) open'for expressive activity by the public. Licensor shall be entitled to suspend the Agreement immediately upon the occurrence of subparagraphs a, b, c or d above, by giving written notice of such suspension (a "Suspension Notice") to Licensee. During any term of suspension of the License. Licensee shall not erect: the i-emporary Stage, or any other structure on the License Area. Licensee shall have this ty (30) days from the date of any Suspension Notice in i 3 EdvardsLicense2-8-02 which to cure the default, exc6pt'that if such cure is not capable of being completed within thirty (30) days, then Licensee shall have such longer period required to complete the cure (but in no event longer than ninety (90) days), as long as Licensee diligently commences and prosecutes such cure to completion. Notwithstanding the foregoing, in the event that Licensor's landlord under the Lease delivers to Licensor a notice to the effect that the occurrence of subparagraphs a, b, c or d above constitutes a failure of Licensor to observe or perform any provisions under the Lease (the "Pried Notice"), then Licensee shall have only twenty (20) days from the date of the Pried Notice to effect a cure. If the rcure is not completed within the applicable cure period set forth in this paragraph, Licensor shall be entitled to immediately terminate this License by written notice to Licensee, land this License shall terminate without the necessity of any further action on the part bf Licensor. 5. TERMINATIONJbF OCCUPANCY. After receipt of a notice of termination from Licensor, Licensee, prior to the effective date of termination specified in that notice, shall remove all of Licensee's personal property from the License Area and shall surrender possession of the License Area to Licensor in good order and repair to the satisfaction of Licensor, normal wear and tear excepted. All Improvements made to the License Area by Licensee �vliich are permanently affixed to the License Area shall become the property of Licensor, except that at Licensor's election, Licensee shall be required, at Licensee's sole cost and expense, to remove the decorative perimeter landscaping and restore the portion of the License Area affected thereby to the condition existing at the commencement of this License. 6. INDEMNITY AND INSURANCE. The Agency/City shall indemnify and defend Licensor with counseljlreasonably acceptable to Licensor, against any claim, actions, damages or awards which result from (i) the City's use of or modifications to the Property or (ii) the failure of the Licensee to comply with the provisions of the ----------License-Agreement---Licensee shall. -also provide ..Licensorawith.-evidence-of_2dequate—.. _--__ insurance obtained by Licensee, :pri'or to each use of the License Area and shall reimburse Licensor for any increase in the cost of the premiums for Licensor's insurance coverage for the Pk'operty arising directly from Licensee's use of the Stage, whether for Citv Sponsored Events or from any other uses not authorized by this Agreement. Licensee shall reimburse Licensor for the cost of such premium increase within twenty (20) days after receipt of evidence of premium increase and written confirmation from Licensor's ,insurance agent of the reasons for such increase. MECHANIC'S LIENS. If, as a result of activities of Licensee of any of its contractors, subcontractors or employees on the Property, or as a result of the exercise of the rights granted to Licensee pursuant to this Agreement, there shall be placed against the Property any mechanic's lien, materialmen's lien, design professional's lien or other similar lien, Licensee shall promptly cause such lien to be released or shall bond against such lien and cause it to be released from the Property. 8. NOTICES. No Ihotice, request, demand, instruction or other document to be given hereunder to any p -ty shall be effective for any purpose. unless: (i) personally delivered to the person at the address set forth below, in which event such notice shall ,I 4 2d%:a, dsLicense2-8-02 be deemed effective only upon delivery; (ii) delivered by Federal Express or other reputable courier service, in which event such notice shall be deemed effective only upon delivery; (iii) delivered by registered or certified mail at the address set forth below, return receipt requested; or (iv) sent by facsimile at the facsimile number set forth below on a business day, during business hours and provided that the original notice shall be sent by overnight courier for arrival the next business day at the appropriate address setforth!below: If to Licensor: , Edwards jTheatres, Inc. 300 Newport Center Drive Ne�vport Beach, CA 92660 Attention'. Ronald S. Reid Fax. (940) 719-6966 With a copy to: Edwards!Theatres, Inc. 300 Newport Center Drive Newport Beach, CA 92660 Attention: Lisa ivl. Farrington; Esq. Fax:: (9419) 7 21-7170 If to Licensee: !. Redevelopment Agency of the City of West Covina City of West Covina 1444 West Garvey Avenue West Covina, California 91793 A -..—_-------_..__.-_-----.-...- Redevelopment Director ttention ----- Fax: (626) 813-866.5 9 FURTHER ASSUKANCES. Each of the parties hereto agrees to execute and deliver such other instruments and perform such acts as may be appropriate or necessary, from time to timel' to effectuate the agreements and understandings of the Parties. 10. ATTORNEYS' FEES. If any legal action or proceeding arising out of or relating to this Agreement is',brought by either party to this Agreement, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or proceeding by the prevailing party, I. 11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Licensor and Licensee relating to the License. Any prior agreements. promises, negotiations, or representations not expressly set forth in this Agreement are EdvardsUcense2-8-02 of no force and effect. Any amendment to this Agreement shall be of no force and effect unless it is in writing and signed by Licensor and Licensee. II 12. COUNTERPARTS. This Agreement may be executed in any number of il counterparts, each of which shall be deemed an original and all of which together shall constitute one and the sameiinstrument. 13. SUCCESSORSI. This Agreement shall be binding on the successors, assions and transferees of Licensor. I 14. WARRANTY. Licensor warrants to Licensee that Licensor (i) holds a valid leasehold estate in the Leased Premises, as created by the Lease, (ii) is not aware of any provision in the Lease that would limit Licensors authority to enter into this Agreement and (iii) is not a,vare of any recorded or unrecorded easement or license that would defeat the purpose of this Agreement. is it 15. CUNDITIUN TO EFFECTIVENESS. The effectiveness of this License shall be conditioned upon execution by Agency of (i) a separate Assignment and Assumption and Consent in favor of Hillcrest Lakes Associates, LP and Covina Lakes Development, LLC with respect to certain real property adjacent to the Property as more fully described in that certain Disposition and Development Agreement dated December 11, 1995, entere4into by and between Licensor's predecessor interest and Agency, as amended (tile "DDA"), (ii) and a third amendment of the DDA. 1 (SIGNATURES ON FOLLOWING PAGE(S)) • IN WITNESS WHEREOF, Licensor and Licensee have caused this Aoreement to be executed as of the date first set forth above. LICENSEE: REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA, a public body, ATTEST: corporate and politic By: Agency Secretary 61 -B�eR-W&+g-C4ie4FR-ai+— Michael Touhey Vice Chairman THE CITY OF WEST COVINA, a municipal corporation D ATl ES l /(��i� dC �iUi By: City Clerk ✓ Bed �A/oi�g,-f�A�teF Michael Touhey Mayor Pro Ten APPROVED AS TO FORM: Alvarez-Glasman & Colvin City Attorney LICENSOR: EDWARDS THEATRES, INC.. a DelaW2re co��i By. _ Ronald S. Reid, Chief Executive Officer Ed v2rdsUcense2-2-02 EXHIBIT "A" Legal Description of the Property ALL THAT CERTAIN PEAL PROPERTY SITUATE IN THE CITY OF b1IEST COVINA. COUNTY OF LOS ANGELES,i`STATE OF CALIFORNIA, MORE FULLY DESCRIBED AS, FOLLOWS: Parcels 1 and 5 as shown on Exhibit "B" of Lot Line Adjustment 121. recorded on April 2. 1997 as Instrument No. 97-5011338 in the office of the County Recorder of said county. 8 d.va dsUcense2-8-02 i EX-1-IIBIT B ,$u oc LS _ _ \ LS fr 'MUE ENT, TO VtlZCN, CA. FGF irk FPa4?ti�ICAi1cfls PER, INS7RUMEN T NO, N-1317511 CD! S 'A G 5 .I. :� OJ 0 ��SSMH tK �j''��`,��{'�o L �i I zuv Lh:i\GJ UM YC. I I 20 401. SO SCALE, 1" _ 20' i ENGINEERING. INC.