CITY OF FAIRFIEID
MANAGEMENT AGREEMENT FOR THE
OPERATION AND MAINTENANCE OT
THE FAIRFIELD CENTER FOR CREATIVE ARTS
This Management Agreement (the "Agreement") is entered into as of July I,2026 (the "Effective Date") by and between the CITY OF FAIRFIELD, a municipalcorporation ("CITY"), and the DOWNTOWN THEATRE FOUNDATToN FOR THE ARTS, a California nonprofit public benefit corporation ("oPERATOR").
RECITATS
A. The ClTy owns that certain improved real property located at 1035 Texas Street, Fairfield, California, and commonly known as the Fairfield Center for Creative Arts (the "Center").
B. The CtTy desires to contract with the OPERATOR to provide overall management and operations, including marketing and event coordination, for the Center to ensure the highest quality of cultural and civic programming for the public.
C. The OpERATOR has offered to manage the Center for the CITY in exchange for the right to host performances or other events there and receive license and other user fees.
D. The CIW wishes to retain OPERATOR to manage the Center for a three (3) year term, with the possibility of two (2) additional extensions of no more than eighteen (18) months each upon the approval of City Council.
E. ClTy and OPERATOR agree that the primary objectives for OPERATOR's performance under this Agreement are to promote art, culture, and entertainment in the CITY and to maximize the public use of the Center.
NOW, THEREFORE, in consideration for the mUtual promises hereinafter set forth the parties hereto agree es follows:
,,
AGREEMENT
KEY DEFINITIONS.
The following terms shall be defined as follows for the purposes of this Agreement
1.1 Center. ,,Center" shall mean the Fairfield Center for Creative Arts, more particularly described in Exhibit B attached hereto and incorporated herein by this reference, including but not limited to the land, buildings, structures, and all appurtenances thereto, together with the equipment and other property listed in Exhibits E attached hereto and incorporated herein by this reference. 1 .Z Director. "Director,' shall mean the Director of Community and Economic Development of the City of Fairfield or an authorized representative thereof.
1.3 Equipment. "Equipment" shall mean the equipment directly used to support Performance and/or the operation of the Center; such Equipment may include the property of the DTFA or on loan to the DTFA as listed in Exhibit E. Equipment in the center not specifically documented as being property of the DTFA or a third party is understood to be in the ownership of the CITY. DTFA is liable for Equipment in the Center and must ensure it is properly insured, is maintained & replaced as needed, and does not cause harm to the Center or the use and safety thereof,
L.4 performance. "performance" shall mean an event at the Center that is open to the public, was listed in advance on the Center events calendar and has been advertised to the general public, including but not limited to community concert band and symphony concerts, musical theater productions, opera presentations, dramatic/comedy theater productions, children's theater productions, choral presentations, cultural music and dance productions, films, comedian performances, seminars, educational programs and film festivals or viewings. For the purposes of this definition, when a production includes a play, concert, or similar event that is performed multiple times, a Performance shall occur each time the play, concert, or similar event is performed.
Other capitalized terms shall have the meanings set forth below upon first usage. 2 APPOINTMENT OF OPERATOR
2.1 OpERATOR's Role. CtTy hereby retains oPERATOR as an independent contractor to manage and operate tt e c"nt"t;.no opEMToR hereby agrees to manage and operate the center as an independent contractor, on the terms and conditions stated in this Agreement. The parties agree that this Agreement is a contract for services only, and under no circumstances shall it be deemed a lease or conveyance of an interest in the Center or any other real property.
2,2 lmprovements. OPERATOR shall make no improvements, additions, alterations or changes (,,lmprovements") to the Center unless OPERATOR: (i) obtains the prior written approval of the Director, which approval may be granted or withheld in his or her reasonable discretion; (ii) complies with such terms and conditions as may be imposed by the Director; (iii) secures all applicable licenses, permits, insurance, and other governmental approvals necessary to complete the construction of the lmprovements; and (iv) causes all lrnprovements to be designec] anr] constructed so as to be consistent wath the currently-existing buildings and improvements on the Center, unless otherwise specifically approved by the Director in writing. Unless lmprovements are (x) requested by ClW, (y) required by CITY's Capital Obligations in Section 6.1 below, or (z) included among maintenance for which CIW has some financialobligation under Section 5.2 below, OPERATOR shall bear the entire cost of the lmprovements.
2.3 Ownershio of lmprovements. Equioment. and Records. Ownership of all structures, buildings and/or lmprovement-omprising the Center, along with Equipment not otherwise documented as being otherwise owned, shall remain vested in the ClW. OPERATOR shallobtain written approvalfrom CIW prior to removing any Equipment from the Center. opERAToR acknowledges and agrees that all records, contracts, and resource contacts related to the operation and management of the Center are public records and are the property of the CITY'
3 ACCEPTANCE
3.1 Center Comolete. The OPERATOR acknowledges, agrees, and accepts that the Center is complete, ready to operate, and in good and proper working condition. Such acceptance will be subiect to an inspection of the Center by OpERATOR immediately before the Effective Date. ln the event of any disagreement regarding the contents of any Exhibit, OPERATOR and CITY will work cooperatively to resolve the disagreement and revise the Exhibits as appropriate. 4 TERM
4.1 Term. The term of this Agreement shall be three (31 years beginning on July 1, 2O26, and expiring on June 30, 2O2g (the "lnitial Term"), subject to earlier termination or cancellation as provided in Sectlons 4.3 and 10 of this Agreement.
4.2 Extension Ootions. The CIW may extend the term of this Agreement for up to two terms, with each extension term not to exceed eighteen (18) months. An extension requires approval by the city Council. lf an extension is approved, the CITY will provide written notice (the "Extension Notice") to oPERAToR at least six (6) months prior to the expiration of the tnitial Term or an extension term. OPERATOR has tharty (30) calendar days after the date of the Extension Notice to provide the CITY with written notice that OPEMTOR will not extend the lnitial Term and any extended term.
4.3 Earlv Termination.
(a) Notwithstanding the foregoing, CITY may terminate this Agreement if: (iIOPERATOR is in Default, pursuant to Section 10 of this Agreement, (ii) OPERATOR has failed to meet the deliverables, terms, and/or conditions of this agreement or any subsequent andlor related agreements, or (iii) the City Council determines that a material reduction in the City's fiscal resources prevents the City from paying the Operator's compensation. (b) ln the event that CITY terminates this Agreement pursuant to clause (ii) of Section 4.3 (a), CITY shall provide written notice to OPERATOR and an opportunity to cure pursuant to Section 10, and this Agreement shall terminate on the date that is thirty (30) days after the date of the ClTy's termination notice unless OPERATOR has attempted to cure the default and said cure requires more than thirty (30) days to remedy. ln the event that CITY terminates this Agreement pursuant to clause (iii) of Section 4.3 (a), CITY shall provide OPERATOR written notice thirty (30) days prior to the termination date which should coincide with the end of the clTY's fiscal year, unless the clTY declares a fiscal emergency. (c) ln the event of such notice pursuant to clause (iii), OPERATOR shall have the option to renegotiate the Agreement to assume alloperational expenses and responsibilities for the Center.
(d) ln the event of termination, the OPERATOR shall vacate the Center no later than the effective date of termination. The CITY shall conduct a final inspection prior to the OPERATOR vacating the Center.
4.4 Destruction or Damase to Center. Notwithstanding any other provision of this Agreement, should the Center suffer destruction or extensive damage not covered by CITY's joint powers insurance program, which destruction or damage needs to be repaired in order for the Center to function, CITY shall have the right to terminate this Agreement by written notice to OPERATOR. 5 OPERATOR,S RIGHTS AND OBTIGATIONS.
S.1 Center Prosrammins. OPERATOR shall have the exclusive right to operate the Center and retain all license, admission, fees and other performance related income (such as concession earnings from programming occurring at the Center) during the Term hereof, provided that OPERAToR markets, promotes, and manages the Center as a community cultural center while workin8 to provide for both the maximization of the Cente/s utilization and financial performance in accordance with the following:
(a) performances. OPERATOR shall provide at least thirty-nine (39) Performances per CITY fiscal year. The OPERATOR will work to include a array of Performances coming from local, regional, and national performers and acts.
(b) public Use; Marketing. OpERATOR shall use its best commercial efforts to effectively market, promote, and schedule the Center for cultural, entertainment, and civic uses that benefit the public' oPERATOR shall retain discretion to schedule events or negotiate with event producers or performers to change dates, but once an event has been scheduled and the producer has entered into a booking agreement and/or rental contract with oPERATOR, the booking shall not be changed without the consent of the producer or performer; provided, however, that in the event the OPERATOR determines it is necessary or advisable to change a booking due to health or safety concerns, no such consent is needed.
(c) Events Calendar. opERAToR shall provide clfi with an up-to-date calendar of Performances and other events booked at the Center monthly. The Events Calendar of Performances shall be made public by the opERAToR on the cent€r website and kept up-to-date as Performances are scheduled, amended, or canceled.
(d) lnquiries. OPERATOR shall respond promptly to parties interested in renting the Center for performances. lf the Events Calendar shows that a date is available, the OPERATOR shall make the Center available for rentalor provide a written explanation why the Center is not available on the requested date(s).
(e) Fee Schedule. OPERATOR may charge reasonable fees for the use of the CENTER; provided, however, that OPERATOR shall provide CIW between May 1 and June I of each year, an annual fee schedule for review by the Director or designee; and provided further that the fee schedule shall be affordable for local non-profit performing arts groups. A general fee schedule with a range of fees and contact information to get specific rate information shall be publicly available and posted on the Center website.
(f) Financial Performance. The OPERATOR shall make all efforts to maximize the financial performance of the Center. The OPERATOR may not provide discount or special rates or any fee without approval of the CITY as discussed in Exhibit A. (g) Ticket Sates. OPERATOR shall provide for the sale of tickets to Performances through the Center box office, lnternet sales, and/or other means. OPERATOR is responsible for ensuring all ticket sales comply with the relevant laws and regulations.
(h) Gallery Space. The Center's Gallery Space and lobby area, as identified on Exhibit B, shall be used for art displays, performances, and/or other events, and shall not be used as an otfice. (i) Open House. The OPERATOR shall hold two "open house" events per year at the Center at its own expense and invite the community to engage with its staff and Board of Directors, and to promote upcoming events at the Center and the use of the facility. (r) Air Force Band. OPERATOR shall permit the Air Force Band to use the Center without any fees for one (1) public performance each calendar year if said band wishes to do so, provided that the band schedules its performance in accordance with the Center's scheduling policy. (k) Utilities. OpERATOR shall be responsible for arranging for and paying the cost of all utility services for the Center, including but not limited to, water, gas, electricity, and sewer. CITY shall reimburse 9pERATOR on a monthly basis for sixty percent (50%) of the total monthly cost of utilities. (l) coordination with clTy. opERATOR shallcoordinate and cooperate with the clTY as necessary in the performance of its obligations hereunder.
(m) Business License. OPERATOR shall maintain a valid City of Fairfield Business License during the duration of the Agreement; the Business License must be renewed annually in accordance with the City of Fairfield Municipal Code.
(n) capital campaign. oPERATOR shall coordinate and cooperate with all clTY efforts for a capital campaign to support both the deferred maintenance and new investment in the facility in accordance with the CITY's policies for capital campaigns and naming rights. (o) Alcohol sales. opERAToR shall coordinate with the clTY and follow allapplicable local, state, and federal laws for the sale of alcohol at the Center. (p) lllegalsubstances. OPERATOR shall ensure that the use of illegalsubstances are not used, stored, or sold at the Center.
5.2 BuildineMaintenanceServices.
(a) ClTy shall maintain, repair, and replace any and allequipment, windows, plumbing, electrical, fire and safety systems, roof, pest control, HVAC, exterior trash bins, trash enclosure, and all other systems currently present in the building in accordance with the attached maintenance schedule in Exhibit D-2; excluding any custodialwork such as, but not limited to sweeping mopping, vacuuming, emptying trash, cleaning windows, exterior cleaning, and carpet cleaning. Any repair with a total cost exceeding S5,OOO (a "Major Repair Cost ltem"), will be considered the CITY's Capital lmprovement obligation under Section 6.1; provided, however that the Director shall have the discretion to decide whether and when to undertake a Major Repair Cost ltem, with the intention of prioritizing issues that impact the safety, health and welfare of the OPERATOR and patrons of the facility. (b) OpERATOR shall maintain, repair, and replace all theatre-specific equipment in accordance with Exhibit D (the "TechnicalTheatre Equipment Maintenance Schedule"). OPERATOR shall also be responsible for the day-to-day janitorial and maintenance duties listed in Exhibit D (the "FCCA Janitorial and Maintenance Duties"), Equipment that is replaced by OPERATOR shall become the property of CITY unless otherwise documented and agreed upon prior to the termination of the agreement. opERATOR will not be responsible for maintaining and repairing the Center exterior landscaping or Center parking lot areas (the "Public Areas"); provided, however, that OPERATOR shall be required to keep the outdoor courtyard and walkways of the Center in good operable, usable, and sanitary order.
(c) OPERATOR shall maintain, repair, and if it desires, replace the propertr andlor Equipment as listed in Exhibit E entarely at OPERATOR's expense. Property andlor Equipment permanently affixed to the Building that is replaced by OPERAToR shall become the property of the City unless otherwise agreed upon and documented prior to the termination of this agreement. Under no circumstances shall the maintenance, repair, or replacement of DTFA or third party property and/or equipment be considered a Major Cost ltem for which CIW is responsible. (d) Both parties shall engage in responsible and professional risk management activities to the greatest extent possible to minimize the exposure to claims and liability on behalf of OPERAToR and the ClTy. Such risk management efforts shall include, but not be limited to, cooperating with CITY as the CIW's building and maintenance officials.
5.3 FoundationOrsanizationalWork.
As a condition precedent to the effectiveness of this Agreement, OPERATOR shall maintain its status as an exempt 501 (c) 3 organization and shall:
(a) Ensure, through fundraising and business operations, that the OPEMTOR has the financia! capacity to legally and properly operate as a 501 (c) 3 organization and as an employer in the State of California.
(b) Pay the anticipated expenses to meet or exceed the contract obligations and expectations of the ClTy and collaborate with the CITY on a Capital Campaign for the Center, (C) Hold Board of Directors meetings at least once a quarter and ensure that designated CITY representative(s) may attend the Board of Directors meetings. (d) Make available the President, Executive Director, and other staff as appropriate for a meeting with CITY representative(s)on a monthly basis'
(e) provide quarterly financial reports to the CITY to include invoices paid, payments received, revenues, and personnelexpenses, The CIW may request clarification and backup documentation to verify information in financial reports. These reports shall be submitted to the Director with the quarterly invoice from the oPERATOR to the clTY. (0 provide an annual report to the CIW between July 1 and July 31 of each year that includes the following information from the prior twelve (12) month period:
a. lnformation on the Performances for the prior twelve (12) months, ticket sales, and revenue for each Performance, as well as information on the total number of and types of Center users.
b. Most recently filed IRS Form 990.
c. Year-over'year financial performance documentation'
d. Annual documentation of active Director and Officer (D&Ol lnsurance and all other required insurance as detailed an Exhibit F.
e. Acknowledgment of any financial or personal relationships between the OPERATOR's Board of Directors and staff and any individuals andlor entaties that utilize the Center. f. Any additional informataon requested to be included by the CITY not less than sixty (60) days prior to the annual report due date period-
5.4 Food and Beveraee Proeram. The OPEMTOR shalldevelop a comprehensive concession program to include contract partnershipr *itn downtown and local restaurants, wineries, and other local food & beverage providers when applicable.
S.S Comoliance with Laws. OPERATOR shall comply with all municipal ordinances and all state and federal laws and ,"gulrtionr applicable to the operation of the Center. OPERATOR shall not knowingly permit any illegal activities to be conducted at the center. lf any permits or licenses are required for an activity of OpERATOR under this Agreement, OpERATOR shall obtain all such required permits or licenses from the appropriate agency before undertaking the activity.
5.6 OpERATOR's Oblieation to Refrain from Discrimination. OPERATOR shall not discriminate against any person or group of persons on account of age, race, color, creed, religion, ancestry, national origin, gender, sexual orientation, or disability in the performance of OPEMTOR's duties and obligations under this Agr."r"nt. Neither OpERATOR nor any person claiming under or through it shall establish or permit any practice of discrimination in the hiring of staff, selection of vendors and operators, the access to and use of the Center, or in the performance of OPERATOR's duties and obligations under this Agreement.
5.7 Siens. OPERATOR shall not change exterior signage without prior written CITY approval.
S.8 No Assisnment. OPERATOR acknowledges that the CITY is entering into this Agreement in reliance on the unique skills, reputation, experience, and business philosophy of OPERATOR and the personal qualifications of the officers and employees whom OPERATOR has designated to implement this Agr'eement.
Consequently, OpERAToR shall not assign all or any part of its rights or obligations under this Agreement without the prior written consent of the Director, which consent may be withheld or conditioned in the reasonable discretion of the Director. Notwithstanding the foregoing, OPERATOR shall be allowed to hire staff, consultants, or contractors for specific tasks to assist OPERATOR in implementing this Agreement.
5.9 prevailinq Waees. OPERATOR shall comply with any prevailing wage law of the State of California as applicable to its actavities under this Agreement, including but not limited to any determination issued by the california Departmcnt of lnrjustrial Relations regarding the operation and maintenance of the Center and the construction or installation of any lmprovements. 6 CITY's RIGHTS AND OBLIGATIONS
6.1 Caoital lmorovements. CITY will be responsible for replacing all capital improvements with a useful life of five (5) y.'.rt or, more, including but not limited to, the roof, HVAC, carpeting, foundation and other building fixtures at clTy's expense if clTY reasonably determines that such replacements are necessary due to age and use; provided, however, that CIW shall have no obligation to pay for the replacement of capital improvements that need to be replaced due to OPERATOR neglect or damage.
6.2 ClTy Access to Center. CIW shall have the right to access the Center for any repair/maintenance to CITY's telecommunication equipment or connections or to conduct maintenance activities in accordance with Section 5.2, al all times; provided, however, that CITY's activities during such access shall not unreasonably interfere with Performances. CITY will provide OPERATOR reasonable advance notice of such access.
6.3 lnspections. CtTy shall have the right to conduct regular inspections of the Center, including, but not limited to, the equipment, plumbing, electrical, fire and safety systems, roof, pest control, HVAC, and all other systems currently present in the building. CITY will provide OPERATOR reasonable advance notice of such inspections. OpERATOR may be required to provide appropriate staff during inspections to respond to questions about maintenance and repair in connection with the requirements of Section 5'2'
6.4 ClTy's Use of the Center. OPERATOR agrees that the CIW shall have use of the theater (including house and stage), Rehearsal Room, or lobby portion of the Center for CITY events up to twenty'five (25) times each year at no cost to the CITY. CITY's use of the Center shall be limited to CITY functions and may not be a:signed to otl.rers. one member of 0PERATOR'S personnel shall be provided to assist at clw'events at no charge to the ClTy. ln the event extra opERATOR personnel are required in oPERATOR'S discretion, the clTY shall pay the then-current hourly fee for each extra personnel.
6.S When using the Center for its own use, CITY will be responsible for the related setup and clean- up of the lobby and Rehearsal Room. oPERATOR will be responsible for the setup and teardown of the theatre (house and stage), with assastance from CITY staff as needed'
6.6 The CIW shall schedule events in advance to the extent reasonably feasible to prevent conflicts.
ClTy will make every effort to schedule events and provide OPERATOR with at least three (3)weeks advance notice. ln the event shorter notice is given, OPERATOR shall make its best efforts to accommodate the request. OpERATOR will make every effort to be a contributing member of the community and a supporter of the Heart of Fairfield Specific plan's implementation, as well as of community civic & philanthropic organizations desirous of utilizing the Center's space' 7 OPERATOR,S COMPENSATION
7 .1 performance-based Fee. CITY shall pay OPERATOR a fee of 530,000 per quarter based upon performance in the prior quarter; the opERAToR shall ensure there are 39 Performances at a minimum per city fiscal year in addition to meeting all other contract obligations. ln no event shall the fee exceed 590,000 per quarter
l.Z euarterlv pavment. The operator shall invoice the City by the twentieth (20th) business day of each quarter and provide documentation of performance from the prior quarter as well as all required reporting. The City shall process the invoice and provide payment within twenty-eight (28)business days upon receipt of the invoice and performance documentation. For the purposes of this agreement, the quarters shall follow the CITY fiscal year, which begins on July 1 and ends on June 30 (i.e., July/August/September; October/November/December; January/February/March; and April/May/une)'
7.3 Reconciliation. The clw and oPERATOR shall reconcile the Quarterly Payments for the year against the actual performances within thirty (30) days of the end of each fiscal year. The clTY may offset the subsequent year's first and/or second Quarterly Payment by the percentage of underperformance of the minimum annual Performance requirement.
8 FINANCIAT AND BUSINESS RECORDS
g.1 Financial and Accountins procedures. OPERATOR shall maintain a method of accounting for all the revenues and expenses in connection with the operation of the Center, which shall correctly and accurately reflect the revenues and disbursements made by OPERATOR for the operation of the Center' oPERATOR shall provide clTy with quarterly reports of revenue and expenses for the operation of the center. opERATOR shall establish and implement adequate internal controls for the center's operations. The method of accounting established for the operation of the center shall be separate from the accounting system used for any other program operated by opERAToR. such method shalt include the keeping of at least the following documents:
(a)
inventory;
Regular books of account, such as general ledgers, showing fixed assets and equipment (b) Journals including any supporting and underlying documents such as vouchers, checks, tickets, bank statements, etc., and
(C) Data necessary for State and Federal income tax returns and sales tax returns and checks and other documents proving payment of sums shown'
8.2 Audit of Records. All documents, books, and accounting records kept by OPERATOR pursuant to this Article g shall be open for inspection by CITY at any reasonable time during the term of this Agreement and for at least five (5)years thereafter. ln addition, CITY or its authorized representatives may, from time to time, and at their own expense, conduct an audit of the books of the operation of the Center and observe the operation of the business, The CITY shall use reasonable efforts to minimize the interruption with the normal operation of the Center during any inspection or audit performed pursuant to the provisions of this Section and agrees to provide for no less than five (5) working days advance notice of such inspection.
8.3 Annual Financialstatements. OPERATOR shall submit financial statements prepared by a Certified public Accountant for the operation of the Center to CITY within one hundred eighty (180)days after each of OpEMTOR's fiscal years. These financial statements are in addition to the financial information required both quarterly and in the annual report detailed in Section 5.3. g.4 public Records. OpERATOR acknorvledges that all information obtained in connectaon with the clTy's inspections of the records or audits may be or become subject to public inspection and/or reproduction as public records.
9 INSURANCE AND HOLD HARMLESS
9.1 tnsurance. OPERATOR shallcomply with the requirements outlined in Exhibit F. g.2 Waiver of Subrogation, The parties release each other, and their respective authorized representatives, from any claims for damage to any person or to the Center and the buildings and other improvements comprising the center, and to the fixtures, personal property, improvements, and alterations in or at the Center, that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage.
9.3 Hold Harmless
(a) OpERATOR shall hold harmless, defend, and indemnify CITY and its elective and appointive boards, commissions, officials, officers, agents, employees, and volunteers from and against any and all liability, loss, damage, expense, costs (including, without limitation, any fines imposed by administrative or regulatory bodies, and costs and fees of litigation) of every nature arising out of or in connection with: (a) the negligent or willful misconduct of OPERATOR or its officials, officers, agents, employees, and volunteers; (b) OPERATOR's performance of its obligations and conduct of its agents hereunder; or (c) OpERATOR's failure to comply with any provision of this Agreement; except such loss or damage which was caused by the negligence or willful misconduct of the CIW or its officials, officers, agents, employees, and volunteers.
(b) The acceptance by CITY or deposit with CITY by OPERATOR of any of the insurance policies described in this Article 9 shall not relieve OPERATOR of its obligations under Section 9.3(a), which shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, on the Center or in connection with the operations of OPERATOR, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. Nothing in this subparagraph 9.3(b) shall be deemed to interfere with the operation of the mutual Waiver of Subrogation in Paragraph 9.2 above. 10 DEFAULT
1 0.1 OpERATOR,S Default. The occurrence Of any One or more of the following events, if not cured within thirty (go) catendrt dry (rnless otherwise written consent is granted by clTY) any time permitted after written notice thereof from the CtTy to opERAToR, shall constitute a default and breach of this Agreement by OPERATOR:
(a) OpERATOR's abandonment of its duties for ten (10) calendar days or more, or OPERATOR's vacation of the Center;
(b) OPERATOR's failure promptly and fully to perform any other covenant, condition, or agreement containecl in this Agreement where such failure continues for thirty (30) calendar days after written notace from ClTy to OpERATOR or, in the event that any such failure is of a nature such that it cannot be remedied within thirty (30) calendar days, OPERATOR's failure immediately to commence and thereafter continuously to pursue to completion a remedy of such failure; (c) the levy of a writ of attachment or execution on this Agreement or on any of the property of OpERATOR located in or on the Center, and such levy or execution is not stayed prior to the enforcement of such writ of attachment or execution;
(d) the making by OPEMTOR of a general assignment for the benefit of creditors, or of an arranBement, composition, extension, or adjustment with its creditors; or (e) the filing by or against OPERATOR of a petition for relief or other proceeding under the federal bankruptcy laws or state or other insolvency laws, where the same is not withdrawn or dismissed within forty-five calendar (45) days, or the assumption by any court or administrative agency, or by a receiver, trustee, or custodian appointed by either, of jurisdiction, custody or control of the Center or any substantial part of the assets or property of oPERATOR, where such iurisdiction, custody or control remains unrelinquished, unstayed or unterminated for a period of forty'five calendar (45) daYs.
10.2 ClTy,s Default. ClTy's Default. The occurrence of any one or more of the following events, if not cured within any ti.. p.rmitted after written notice thereof from the OPERATOR to ClW, shall constitute a default and breach of this Agreement by CITY:
(a) clTy,s failure to pay any sums payable under this Agreement when and as the same shall become due and payable, and such failure shall continue for a period of thirty (30) calendar days after written notice (specifying the item not paid) thereof from OPERATOR to CITY; (b) ClTy's failure to comply with any of the covenants, agreements, terms, or conditions contained in this Agreement, and such failure shall continue for a period of thirty (30) calendar days after written notice thereof from OPERATOR specifying the nature of such failure; (c) lf ClTy shall become insolvent or file any debtor proceedings, or should any adjudications in bankruptcy be rendered against CITY, or should take or there be taken against CITY in any court pursuant to any statute either of the United States or of any State a petation in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of CITY's property; or
(d) tf ClTy makes an assignment for the benefit of creditors, or petitions for or enters into a reorganization or other arrangement regarding its debts' 11 APPROVAIS
11 ,1 Aoprovals. Except as otherwise provided in this Agreement, a consent or approval referred to herein of either party shall not be unreasonably withheld or conditioned. whenever either party has called upon the other to execute and deliver a consent or approval in accordance with the terms of this Agreement, the failure of such party to respond to the demand within five (5) business days after written request therefor is given in accorclance with the terms hereof, or such other period as specifically set forth.in this Agreement, shall be deemed to be a consent or approval. ln the event that either party refuses to give its consent or approval to any request by the other, such refusing party shall indicate by written notice to the other the reason for such refusal unless this Agreement permits the consent or approval to be withheld without cause or in the sole discretion of either party.
11.2 No Waiver. Neither ClTy's execution of this Agreement nor any consent or approval given by ClTy hereunder in its capacity as a party to this Agreement shallwaive, abridge, impair, or otherwise affect ClTy,s powers and duties as a governmental body. Any requirements under this Agreement that oPERAToR obtain consents or approvals of clTY are in addition to and not in lieu of any requirements of law that OpERAToR obtain approvals or permits. However, CITY shallattempt to coordinate its procedures for giving contractual and governmental approvals so that OPERATOR'S requests and applications are not unreasonably denied or delayed.
12 NOTTCE
Any notice, demand, reguest, consent, approval or communication that eather party desires or is required to give to the other party shall be in writing and shall be deemed given as of the time of hand delivery to the addresses set forth below, or three (3) days after deposit into the United States mail, posta8e prepaid, by registered or certified mail, return receipt requested. unless notice of a different address has been given in accordance with Article L2, all such notices shall be addressed as follows:
lf to CITY:
Director of Community and Economic Development
CITY of Fairfield
1000 Webster Street
Fa irfield, California 94533
If to OPERATOR:
Downtown Theatre Foundation for the Arts
1035 Texas Street
Fairfield, CA 94533
13 Exhibits.
13.1 All Exhibits attached hereto are incorporated herein by this reference as if fully set forth hereiu provided, however, in the event that at the time of the execution of thls Agreement any of the Exhibits to be attached are incomplete, the parties shall use their best efforts to complete such Exhibits at the earliest possible date. To the extent this Agreement may be rendered unenforceable by the lack of completion of any of the Exhibits, such defect shall be cured as such incomplete Exhibits are made complete in accordance with this Section, except to the extent that such Exhibits are deemed and stipulated by the parties to be complete on the execution of this Agreement by the parties hereto, lf any Exhibits are subsequently changed by the mutual written agreement of the parties, the Exhibits shall be modified to reflect such change or changes and initialed by the parties. Notwithstanding anything to the contrary in this Agreement, the Director is authorized to mottify fxhibit A, C, D, and E with the agreement of the OPERATOR, to accurately reflect any changes, including but not limited to additions, removals, and alterations to the equipment and other personal property listed therein.
13.2 Entire Agreement. This Agreement and the Exhibits hereto embody the entire agreement and understanding of the-p.rti"s relating to the subiect matter hereof and supersede all prior representations, agreements, and understandings, oral or written, relating to such subject matter.
13.3 Amendment and Waiver. This Agreement may not be amended or modified in any way except by an instrument in writing executed by all parties hereto; provided, however, either party may, in writing, (i) extend the time for performance of any of the obligations of the other, (ii) waive any inaccuracies and representations by the other contained in this Agreement, (iii) waive compliance by the other with any of the covenants contained in this Agreement, and (ivl waive the satisfaction of any condition that is precedent to the performance by the party so waiving of any of its obligations under this Agreement. 1g.4 No partnership or Joint Venture. Nothing contained herein shall be deemed or construed by the parties hereto or by any third party as creating the relationship of (i) a partnership, or (ii) a joint venture between the parties hereto.
13.S Severabilitv. Except as expressly provided to the contrary herein, each section, part, term, or provision of this Agreement shall be considered severable, and if for any reason any section, Pdrt, term, or provision herein is determined to be invalid and contrary to or in conflict with any existing law or regulation by a court or governmental agency having valid jurisdiction, such determination shall not impair the operation of or have any other effect on other sections, parts, terms, or provisions of this Agreement as may remain otherwise intelligible, and the latter shall continue to be given fullforce and effect and bind the parties hereto, and said invalid sections, parts, terms, or provisions shall not be deemed to be a part of this Agreement'
13.6 Survival. Allcovenants, agreements, representataons, and warranties made herein shallsurvive the execution and Oetivery of (ilthis Agreement, and (ii) all other documents and instruments to be executed and delivered in accordance herewith, and shallcontinue in fullforce and effect.
13.7 Construction and lnterpretation of Asreement. This Agreement shall be governed by and construed under the taws of the State of California. Should any provision of thas Agreement require iudicial interpretation, it is agreed that the court interpreting or considering the same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of the rule or conclusion that a document should be construed more strictly against the party that itself or through its agent prepared the 5ame.
13.g lt is agreed and stipulated that all parties hereto have equally participated in the preparation of this Agreement and that each party consulted legal counsel before the execution of this Agreement.
13.g Captaons. Captions, titles to sections, and paragraph headings used herein are for convenience of reference and shall not be deemed to limit or alter any provision hereof' 13,10 Counterparts. Thls Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same Agreement' [Signatures oppeor on the following poge']'
'
ll{ WTilEstiryHERESF,the underlgned haveexecutedl6Flgruementat Falrlleld, Callfornla, asof the datefirstwrltten abwe.
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Devld Gassauny
Clty Managsr
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CITYCICTIT
D4trTfWII ilEATRE FOU]IDATIOII FOR TflE ARTS,
a Callfumlr nonprcftt publlc beneftt oorpontlon
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B.
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LIST OF EXHIBITS
Soecific Contract Deliverables
Descriotion of Center
OPERATOR Samole Fee Schedule as of Mav 19. 2026
Maintenance Schedules
Equioment Lists
lnsurance Reouirements for Fairfield center For creative Arts Exhlblt A
SPECIFIC CONTRACT DETIVERABTES
ln addition to the terms, conditions, and deliverables herein, this exhibit includes additional andlor further specified deliverables that are to be completed as part of the new contract between the CITY and the OPERATOR.
1. Wathin one hundred twenty (120) calendar days of the contract Effective Date, the oPERATOR shall provide the C|TY with a copy of its by-laws incorporating the following amendments:
. a. Amend its by-laws such that no individual can serve more than three consecutive years as president of the Board of Directors; an individual may be appointed to President again after a twelve (12) month Period'
b. Amend its by-laws such that the term of a Board of Directors member is three (3)years and that no individual can serve more than three (3! consecutive terms on the Board of Directors. An individual may be reappointed to the Board of Directors after a one (1) year hiatus.
2. Within ninety (90) calendar days of the contract effective date, the OPERATOR shall provide the CITY with an updated copy of the rental colltract for the Center to include the rates for the spaces, equipment, and services availabte as part of the center; the final contract form is subject to the oPERAToR's legal and insurance apProvals.
3. Within one hundred twenty (120) days of the contract effective date, the OPERATOR shall:
a. Update its website to include a section listing the members of its Board of Directors, its by'laws, its ratified Board of Directors meeting minutes, its annualreport to the CITY, its most recently filed IRS 990 form(s), and the rental contract for use of the Center. Going forward, the OPERATOR shall maintain this information and updates thereof for a period of five (5) years.
4. Within one hundred and twenty (120) days of the effective contract date, the CITY and the OPERAToR shall agree upon a list of pre-approved entities that may receive discounted rental rates when utilizing the facility; additionally, the OPERATOR and CIW will agree upon the circumstances when such discounted rental rates will be permissible for utilizing the facility. This includes any entities eligible for the ,,Resident Company" rates. Approval by the CITY shall come from the Director' The list of entities and circumstances shall be reviewed, revised, and renewed annually by the CITY and OPERATOR'
5. Within one hundred eighty (180)days of the contract effective date, the OPERATOR shall provide the CtTy with a copy of its adopted Human Resource Procedures and Policies.
6. within one hundred and eighty (180) days of the effective contract date, the OPERATOR shall provide the CtTy with a comprehensive marketing plan for the Center that will include the means and methods for promoting the availability of the Center for use a performing arts and civic space as well as promote the programring o..rrring at the Center. Additionally, the marketing plan should address how the OPERAToR will be conducting outreach to attract new performers and users to the Center as well as key performance indicators to measure the efficacy of the marketing plan. t. Withinonehundredeighty(180)daysoftheeffectivecontractdate,theC|TYandOPERATORshall prepare a capital campaign to address the deferred maintenance and improvement of the Center; the capital campaign shall be conducted ln accordance with the CIW's policy on capital campai8ns and naming rights. The capital campaign shall launch no later than one (1)year after the effectlve date of this agreement or final approval by Fairfield City Council, whichever occurs later. g. During the term of the contract, the clw AND oPERATOR will review Exhibit D and Exhibit E and make changes as necessary. The CtW AND OPERAToR shall update Exhibit E to reflect the disposition of any equipment installed in the Center that has become obsolete and has been replaced by DTFA (either directly or through a loan of equipment) within the first year of the term of the contract. g. Not later than July 3L, zo27,the oPERATOR shall provide its first annual report to the clTY. Annual reports shall be due each year and the contract will remain in force and effect by July 31 of each subsequent calendar Year.
Exhibit B
DESCRIPTION OF CENTER
A 22,OO0-sf building (ApN o03o-235-O1O) located at 1035 Texas Street, Fairfield, california 94533. The property consists of a theatre (including stage & tech booth), gallery and entrance lobby, kitchen, administration offices, maintenance shop, storage rooms, public restrooms, green room lobby, dressing areas, rehearsalroom, an audiovisualcontrol room and studio, and an outdoor courtyard area.
Frlrfleld centcr for Crcetlve Arts
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Exhibit C
oPERATOR SAMPLE FEE SCHEDULI As PROVIDED ON MAY 19,2025 DT VVORK-UP FEE SCHEDULE (DRAFT REVISEO 4nu26l
Lobby Fee for Selling
[,lerch or 15%
Courtyard (W theatre
rental)
DescriptionRate
Solano
County
Resident
Non-
Resident
Resident
CompanyNOTES
EVENT DAY RENTAL
Rates are for 8 hour days unless noted
Thealre: Mon-Thurs
Base Rent$800/daY$1,300/day$300/day
Theatre: Fri-Sun Base
Rent$1350/day$1.800/day$300/daY
'Building Overtime Rent$1 50/hr$200/hr$50/hrStarts after Shrs $50/day
$50/day
$7S/day$25/daY
$100/day$30/day
Rehearsal hallw/
Theatre rental$50/daYS150/day$25lday
REHEARSAL DAYS/SEPARATE ROOM RENTAL
Theatre Spae,e
Rehearsal Hours$50/hr$80/hr$2O/hr2 Hr Minimum
Courlard Only'(Shorv
Event)$75/hr$100/hr$50/hr4 Hr Minimum
Courtyard OnlY'(Basic
Event)S50/hr$75/hr520/hr4 Hr Minimum
Rehearsal Hall OnlY$30/hr$5O/hr$20/hr4 Hr Minimum
Lobby/Gallery OnlY$40/hr$60/hr$30/hr4 Hr Minimum
STAFFING
Technicians"$30 Per
Hour
$30 Per
Hour4 Hr Minimum
House Manager$25 Per
Hour
$25 Per
Hour
Could say included in
Base Rent
Rehearsal Attendant$25 Per
Hour
$25 Per
Hour2 Hr Minimum
Box Office Staff$22Per
Hour
$22 Per
Hour
ADMINISTRATIVE & ADDITIONAL EQUIPMENT
$100 $50 Late Booking Fee
(within 45 days of event)
$75 $50 Box Oflice Set Up Fee
$35 $2s Box Office Change Fee
Per week $20Free $10 Marquee Posting
$50 + Labor $100 +
Labor
$200 +
Labor Pit
tu
Tuning extra if outside
of basic maintenance $225$100 $200 Baldwin Piano
$10/Unii$15/Unit Risers
$1 s0 s32s $300 Projector (First DaY)
$25lday$1O/day $15/daY ltrorector (after day 1)
$75 + labor$100 + labor 90x120 Projector
Screen
$15 per
effect
$20 per
eff€ct
Specialty Lighting Efiect
(i.e. strobe, UV)
$50 per day$20 per day $30 per day Hazer
$50 per day$20 per day $30 per day Snow Machine (2
machineg offered)
$10 per day S1 5 per day$20 per day Bubble Machine (4
machines)
$5 per daY +
labor
$15 per day
+ labor
510 per day
+ labor Spotlight
Ticket Stock
$2S/rental $2S/rental Expendables
$2S/day $100/day Janitorial$7S/day
$6/ticket $6/ticket $6/ticket Facility Fee
w/preservation fee
$500 $300 Cleaning Deposit
Use Deposit$400$500
Applies only to base
rental space rates, not
labor, deposits, fees,
administralive, or
additional equapment.
Resldent comPanies do
not qualary.
25% Non-Profit Discount
Exhibit D
Maintenance Schedules
D1- Technical Theatre Equipment Maintenance Schedule
D2 - Building Maintenance Checklist and Preventative Maintenance Checklist D3 - FCCA Janitorial Maintenance Duties
EnlUTDl
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EXHIBIT D-2
BUITDING MAINTENANCE CHECKTIST
AND PREVENTATTVE MAINT€NANCE CHECKUST
CIW's Essential Dutles and Responslbilities
Test and maantain allemergency systems and equipment
Have knowledge of water & gas meter cutoffs and fixture cutoffs and sewer clean'outs Perform light electrical repairs on atems such as:
o Appliances
o Fixtures
o Switches
o Outlets
o Circuits, etc.
Perform light plumbing work such as:
o Replacing fittings, etc.
Perform carpentry work such as:
o Fitting doors
o Freeingwindows
Maintain all HVAC equipment
Perform limited extermination work as necessary
Repair concrete, masonry, roof, fencing, and other buildinS structures as required.
Keep accurate records of preventative maintenance required Monthly inspect all building and common areas, perform repairs as required OPERATOR's Essential Duties and Responsibilitles
Have knowledge of water & gas meter cutoffs and fixture cutoffs and sewer clean-outs Perform light plumbing work
such as: o Clearing
stoppages
Replace broken glass, tile, carpet, screens, garbage disposals, fixtures, appliances, locks, etc. o Work to be performed by qualified and trained City or OPERATOR staff or contractor; and cost to be assumed by the OPERATOR
Paint, interior and exterior as required
Perform carpentry work such as:
o Replacangand building shelves
. Perform custodial work in allareas including
o SweePing
o MoPPing
o Vacuuming
o Emptying Trilsh
o Cleaning Windows
o CarPet cleaning, etc.
Bulldine Maintenance Checklist
CIW's Duties and Responsibilities
1, Maintain Fire Escapes
Have an industry professionat inspect and service fire escapes annually
2. Maantaan central smoke I Fire Alarm Systems & smoke Detectors . Maintain and re-tag fire extinguishers
3. Properly Maintain Security Provision
. such as - security Bars, Gates, Entrance/Exit Doors & Door Closer . Alt security bars must be operated (able to open) from the inside with a fully operational manual release
4, Maintaan Smoke Barrier Doors:
All front entry doors to the hallways, hallway doors between floors and stairways, and boiler/furnace room doors must have self-closing devices and remain closed to be effective smoke barriers
5. Maintain FireSprinklers
. Maintain fire sprinklers per specs and maintenance schedule
7. Maantain Hot Water Heaters
. All hot water heaters must be properly secured and double strapped . pressure relief valves, shut off valves and vent connectors must be properly in place and operational
L Maantain Heat & Hot Water
. Hot water must be set between 105 to 120 degrees
Keep room clear of debris, storage, etc.
L Maintain Shut-Off Tool Located Near Gas Meter
t0. Maintain Structural lntegrity of All Hand rails & Guard rails . Alt interior and exterior handrails and guardrails shall be properly secured and maintained in a functional manner
t t. Maintain Adequate Lighting in all Public Areas
. provide adequate lighting to all stairs, public hallways, exit corridors and fire escapes
12. Maintain ProPer Ventilation
. lnpublicareas,furnaceand boiler rooms, gas meter rooms, garbage rooms, and allother rooms with gas appliances, maintain the proper ventilation and vent systems 13 Maintain All Light Wells
. Keep all light wells clean and free from the accumulation of debris . Keep all llghts clean and operational
14. Maantain allAreas I Rooms
. Areas/rooms should be weather proofed and free from severe wear, moisture retention, leakages, chronic and severe mold and milder or other dilapidated conditions.
15. Maintain allPublic Bath Rooms
. Bath rooms must be maintained in a functional manner. tO. Maintain Fireproofing, Glazing, Weather Proofing, Exterior Stucco & Siding, lnterior Walls/Ceilings . Maintain these areas free from holes, decay, missing materials, peeling paint, graffiti, etc.
17. Maintain allRoof Areas
. Remove alltripping hazards
. All doors to roof areas must be tight fitting & self-closing and able to be open from inside leading to the roof
. This door must be lockable from inside
. Keep the roof area free from combustible storage
. Nothing should obstruct access to a roof-mounted fire escape
18. Maintain Outdoor Garbage Receptacles
. Keep clean of debris and vermin with self-closing tight fitting doors . Allgarbage receptacles must be tightly covered, with a sufficient number to serve the building 19 Maintain Adequate Garbage Pickup
Maintain garbage pick-up services necessary to prevent the accumulation of garbage and debris that would result in rodent harborage and unsanitary conditions 20 Maintain Visible Property Address Numbering
. Building must have the address numbers mounted at the front of the building at a minimum size of 4 incher in a color contrasting from the building . Address numbers should be clearly visible from the street by emergency vehicles
21. Maantain Exit signage
Common hallway doors & windows leading to fire escapes or exits must have the appropriate signage, with lettering 5 inches in height on contrasting background OPEMTOR's Essential Dutles and Responsibilities
Maintain Clear & Unobstructed Means of Egress
. Keep a1 means of egress, primary (front stairs, exit corridors), and secondary (rear stairs, fire escapes) free from encumbrances (such as storage, flower pots, household items, laundry lines, and any tripping hazards).
, These paths of travel are to be completely clear at all times for emergency exiting
2. Maintain Fire EscaPes
. Check all fire exits to ensure they are fully operational and are not obstructed
3. Maantain Central Smoke I Fire Alarm Systems & Smoke Detectors . No combustible storage may be kept under stairwells without a proper fire sprinkler system . Remove combustible storage from all storage areas that do not have fire sprinklers e. Properly Maintain Security Provision
. All security bars must be operated (able to open) from the inside with a fully operational manual release
5. Maintain Smoke Barrier Doors:
. All front entry doors to the hallways, hallway doors between floors and stairways, and boiler/furnace room doors must have self-closing devices and remain closed to be effective smoke barriers
6. Maintain Fire SPrinklers
. Do not paint over any sprinkler heads
z, Maintain Heat & Hot Water
. Hot water must be set between 105 to 120 degrees
. Keep room clear of debris, storage, etc.
8. Maantain Shut-OffToolLocated Near Gas Meter
9. Maintain Room TemPeratures
. ln all habitable rooms: the room temperature will be set based on the current season
10, Maintain all Areas / Rooms
. Maintain by cleaning walls, ceilings, floors, windows, doors, lavatory sinks, dressing rooms, and bathrooms
11, Maintain all Public Bath Rooms
. Bath rooms must be maintained in a clean manner
r2. Maintain all Flooring & Carpeting
. All carpeting or other floor covering shall be kept sanitized and free of extensive wear and tripping hazard.
. All floor coverings that cannot be sanitized shall be replaced in an appropriate manner to prevent a tripping hazard.
13. Maintain Storage Areas
. Remove combustible storage from all storage areas that do not have fire sprinkler
. No combustible storage may be kept under stairwells without a proper fire sprinkler system
14. Maintaan all Roof Areas
. This door must be lockable from inside
. Keep the roof area free from combustible storage
. Nothing should obstruct access to a roof-mounted fire escape '31-
CoF-DTFA Management conlracl for FCCA - FINAL DRAFT Charte - 06-02-2026 Preventive lllalntenance Checkllgt
CITY's Dutlea and Responglbilities
1. Rooflng
lnspect at least twice a year, and after any severe storm Create a roofing file for each building; review warranty information Walk the perimeter to examine sheet metal, copings, and previously repaired sections
Check roof-to-wall connections, and examine flashings for wrinkles and tearing Keep traffic off of the roof to avoid membrane damage
Plan a moisture survey every 5 years to detect wet insulation or leaks Clear roof drains of debris (roof warranties don't cover this)
2. Annual - Other Systems
. lnspect at regular intervals, according to manufacturer specifications . A licensed or manufacturer-authorized professional should inspect fire and life' safety systems:
o Make sure certificataon is up to date, and ensure that reports and paperwork are available
o Verify that fire-protection control panelis not in "alarm" or "trouble" condition
o Check pressure gauges on the fire suppression cylinders are in the green/operable range
o Ensure that system piping or conduit is properly anchored o Verify system nozzles aren't obstructed & allow adequate flow of the suppression agent into the protected space
. Electrical systems should be inspected by a licensed electrician every 3 years . Over current devices should be cleaned and lubricated as required . Fusible switch units should be checked to make sure all fuses within the unit are from the same manufacturer and are of the same class and rating
3. Courtyard
. Pavements should be crack-filled and seal-coated on a regular basis . Mill and overlay pavements should be done every 20years -32'
coF.oTFA Management contract for FCCA - FINAL DRAFT Charhe - 06-02-2026 a
a
a
a
a
a
aCheck for lose & uneven bricks in courtyard and walk area
4. HVAC
lnspect at least twice a year, with seasonal start-up and run inspections SeasonalPM's of HVAC units
Pumps require bearing lubrication at least annually
lnspect couplings and check for leaks. lnvestigate unusual noises.
Air-handling unit maintenance should include cleaning or replacing air filters at least quarterly
5. Plumblng
. lnspect at least annually; investigate any leaks or unusual noises . Annually inspect couplings and check for any leaks
. Domestic water heaters and boilers should be fire-tested . Sulnp and sewage ejection pumps replaced on an as-needed basis but should be checked regularlY
' Exposed pumps should be lubricated annually
5. tlghting
lnspect monthly; replace any burned-out lamps, and consider Sroup re'lam ping Check exterior lights to make sure cables aren't torn
Allscrews and hardware should be in place and working, and Saskets can be replaced to provide a better watertight seal
To create your re-lam ping schedule, calculate lamp life and how often lamps are used
Ensure that each lamp has the same color temperature
Re-aim adjustable lighting ifnecessary
Dust lamps and clean lens surfaces to enhance lighting performance Replace ballasts as needed
Check power back-up battery units for corrosion & breaks in cable a
o
a
a
a
o
o
)
a
a
a
a
a
-33-
CoF-DTFA Management contracl br FCCA - FINAL DRAFT Charlie - 06'02-2026 Exhlblt D-3
Falrfleld Center for the Creatlve Arts
Janitorlal and Maintenance Dutles
Ooerator Resoonsibilltles
l. Back Hall Restrooms (Daily and/or as neededl
A. Clean andlor disinfect:
o Mirrors, sinks, fixtureS, urinals, commodes, dispensers, waSte containerS, partitions and walls
B. Service andlor restock all paper, soap, air fresheners and waste containers C. Wet mop with all-purpose cleaner andlor germinator
D. Clean tile floorlng
o Strip and wax tile flooring annually
E. Detail all shelves, walls, partitions and floors
2. Offlces (Dally andlor as neededl
A. Dust, empty trash containers, spot-clean and vacuum carpets
3. Rehearsal Room and Back Halhmv (Dally andlor as neededl A. Dust, mop and empty allwaste/recycle containers
B. Vacuum all entry rugs and clean drinking fountain
C. Dust mop and wet moP floor
D. Clean tile flooring
o Strip and wax tile flooring annually
E. Keep allwindows clean (inside and outside)
{. Main Restrooms (Daily andlor as neededf
A. Clean and/or disinfect:
-3tl-
CoF-DTFA Management contract for FCCA - FINAL ORAFT Charlia - 06'02-2026 . Mirror, SinkS, fiXtUre5, Urinals, COmmOdeS, diSpenSerS, waSte COntainerS, partitions, shelves and walls
B. Service / restock paper, soap, air fresheners, waste container, and feminine products C. Clean tile flooring
o Strip and wax tlle flooring annually
D. Detail shelves, walls, partitions and floors once a weekly E. Make sure A and B are completed before each show
5. Kitchen & Kltchenette Areas (Daily andlor as needed) A. Maintain cleanllness daily in both areas
B. Clean, mop, restock paper items, soap and organize
C. Empty trash/recycle bins
D. Clean tile flooring
o Strip and wax tile flooring annually
E. Make sure the kitchen ls always clean and fresh before each show
6. Dressing Rooms (Daily andlot as neededl
A. Clean and/or disinfect:
o Shower stalls, lockers, make-up drawers/shelves, mirrors, sinks, fixtures, commodet dispensers, waste contaaners, partitions and walls B. Service / restock all paper, soap, air fresheners and waste containers C. Clean tile floorlng
e Strip and wax tile flooring annually
D.Accomplish items A and B before, and after show
7. Theater, Stage, Front lobby, Gallery and Green Room (Dally andlor as neededl A. Vacuum carpets and stairs
o Spot clean as needed
o Deep clean biannuallY
B. Clean tile flooring
e Strip and wax tile flooring annually
C. Dust, empty trash /recycle containers
D. Clean windows (inside and out)
E. Clean handrails
F. Spot clean seats
G.Clean walls and door iambs
-35-
CoF-DTFA Managemenl Gontract for FccA - FINAL DRAFT Charlre - 06-02-2026 H. Clean drlnkingfountalns
l. Clean fumitureas needed
l. Accomplish items A through K beforg betu,een, and after all shows K. Keep janltor's closet stocked with items ln quantity
8. Shop, Roof, Orctrestra Stalrways, and Bor Offloe (Weekty end/or as neededl A. Vacuum stairwaYs
B. Vacuum / clean box offre
C. EmpW alltrash contalners in box offle
9. Gourtyard and FronVRer Ogtsfic Entdee (Weckh and/or as ttcededl A clean, sweep, vacuum, emptytrarh/butt cans and clean wlndows B. Make sure ltem A is accompllshed prlor to each show
10. Slds of the BulEh6; OutsHc Erlts and Prrklng lot lweetly and/or as nccdedl A. Pick up litter
B. Check cleanllness and opention of outslde exlt doorc C. Make sure ltems A & B are accomPlished prior to all shotts €6.
CoF-DTFA tlanagpmanl Contraci br FCGA - FI}{AL DMFT Charllc - 06'02'2026 Exhibit E
EquiPment Lists
As stated in Section 1, 'Equipment" shall mean the equipment directly used to support performance and/or the oiieiation of the Center; such Equipment may include the property of the DTFA or on loan to the DTFA as listed in this. Equipment in the Center not'spetificaly documented as being property of the DTFA or a third parly is understood to be in the ownership of the CITY. -Offe is liable for Equipment in the Center and must ensure it is properly insured (as applicable in this agreement) and does not cause harm to the Center or the use and safety thereof.
El - DTFA ln Situ and Loaned Equipment as of May 2026
E2 - Center Drapery SPecilications
Lisf begins on next Page
-37-
CoF-DTFA Managemenl contracl for FCCA - FINAL DRAFT Charlb - 06-02-20m E1 - DTFA ln Situ and Loaned Equipment as of May 2Q26
OTFA EQUIPMENT SITU LOANED
-38-
coF-DTFA Management contract for FCCA - FINAL DRAFT Charlie - 06-02-2026
CONDITION
GOOD
BRAND
CHRISTIE
Qw
I
1 EQUIPMENTWPE
PROJECIOR
EQUIPMENT NAME
HD20K.J
GOOD PANASONIC 1PRO.lECTOR PT.DW11KU
EXCELLENT REOLlNK 2SECURIWCAM NVR REOLINK
GOOD REOLINK ISECURIWCAMERA REOLINK CAMERAS
PHILIPSGOOD 1w 37PF9431D/37
EXCELTENT 2IETEVISION TELEVISION
EXCELLENT ENDERSOUND ADA DEVICE 1 ASSISTED LISTENING
SYSTEM
EXCELLENT PLIANT 1
CREWCOM BP'SE
STAIION c82-900
GOOD DELL 6COMPUTER MONITOR MONITOB 16:9
DELLGOOD 6COMP['TER MONITOR MOl.lllOR 4:3
EXCELTENI MAC 1COMPT'TER MAC MrNr(r7)
GOOD MAC 1COMPI'TER MAC MrNl{141
GOOD MAC 1COMPIJTER MAC MINI
DELLGOOD 1COMPUTER TOWER COMPUTER
EXCETLENT UBIQIJTI ROUTER 3 AIR ROT.ITER
BELKIN ROUTER I ROUIER
EXCELLENT MAC 1COMPI'TER MACAIR EOOK
EXCELLENT SCARLETT 1
USB RECORDING
INTERFACE 2t2
GOOD OREI AV PROJECTION
CONTROL 1 HDMISPLITTER
EXCELLENT
GOOD
OREI
1 1
AVPROJECTION
CONTROL
HDMI EXTENDER
HDMIINPUT SWITCHER
EX-5001R
GOOD ALLEN & HEATH POWER SUPPLY 1 S14 PSU
GOOD ALLEN & HEATH 1CONSOLE EOARD Mt5000
GOOD APHEX 1GAIE 105 toclc
GOOD DBX 2COMPRESSOR/LIMITE
R/GATE 166X1
GOOO RANE DIGITAL 1QUAD COMPRESSOR c4
GOOD CREST 2AMP cA-t2
GOOD CREST 4AMP cA.9
AV & COMMUNICATION
SOUNO
DIFA EQUIPMENT SITU LOANED
CONDITION BRAND QwEQUIPMENTTYPE EQUIPMENT NAME
GOOD T.C. ELECTRIC I
MULTITAP RHYTM
DEI.AY D.TWO
GOOD DBX 1Drtw Rack PFQ,
EXCELLENT MIDA,S 1STAGE 8OX DL16
GOOD QSC 4SPEAKER K10
GOOD QSC 2SPEAKER Kt22
GOOD QSC 2SPEAKER KW121
GOOD QSC 2SUB KWl81
GOOD QSC 1AMP RMX 2450
EXCELLENT EEHRINGER 1CONSOLE BOARD WNG RACK
BEHRINGERGOOD 1CONSOTE BOARD x32
GOOD? PEA\fY 1AMP IPA 757
EXCELTENT RADIAL tMUTTI.MEDIA DI PROAV2
EXCELUNT BEHRINGER 1STAGE BOX SD8
FAIR
GOOD
NO BRAND
EWI 2
1 2€HANNEt DI
SNAKE 48 CHANNEL SPLII IN
ROAD CASE
FDB.2O2
FAIR/GOOD NO ERAND 4SUBWOOFERS DUAT 18
GOOD ARMYSPEAKERSJBL 4 vRx912
GOOD EZ TII.ET 1CONSOTE SIAND EZ TILT
GOOD AKG 4CONDENSER MIC o451
GOOD SHURE 2CONDENSER MIC SM81
AKGEXCELTENT DYNAMIC MIC 72 D5
EXCEI,IENT AKG 8
OYNAMIC
INSTRUMENT MIC D40
E(CELLENT AUDIX 2
DYNAMIC XICKDRUM
Mtc D6
AKGEXCELLENI 1DYNAMIC BASS MIC 0112
EXCELLENT SE ETECTRONICS 4CONDENSER MIC SE7
EXCELLENT HYPERCARDIOIO
DYNAMIC MIC
AUDIOTECHNICA 2 ATM23
SENNHEISEREXCELLENI 2
SUPERCARDIOID
DYNAMIC MIC E906
EXCEttENT AUDIX 2
HYPERCARDIOID
CONDENSER MIC scx10
souND (coNilNUEO)
coF-DTFA Managemenl contract for FCCA - FINAL DRAFT Charll€ - 06-02-2026
DTFA EQUIPMENT SITU LOANED
CONDITION BRAND EQUIPMENTWPEQTY EQUIPMENT NAME
GOOD PYLE 6DI PDC
EXCETLENT AUDIOIECHNICA 2CONDENSER MIC
EXCELLENT AKG CONDENSER MIC 2
EXCELLENT SHURE IINSTRUMEI.{T MIC BFTA98
EXCELIENT
EXCELLENT
SHURE
AKG
DYNAMICMIC
LARGE DIAPHRAM MIV
1 2
PGA58
P420
EXCELLENT PYtE RETRO MIC 2 DMICR6S
CAD DRUM MICS 1 DRUM MIC KIT
EXCELTENT LINE 6 WIRELESS HANDHELD 2 LINE 6
EXCETLENT AUDIOTECHNICA t2
WIRELESS BODYPACK
IRANSMITTER ATW-T3210
GOOD/EXCELLENT AUDIOTECHNICA WIRELESS BODYBACK
RECEIVER
7 ATW-R3210
GOOD ANNSMANN 6BATTERY CHARGER RECHARGABLE BATTERY
SYSTEMS (BASES)
GOOD VARIOUS 150EATTERY CHARGER RECHARGABLE BATTERY
SYSTEMS (BATTERIES)
GOOD AUDIOTECHNICA 29
WIRELESS BODYBACK
RECEIVER ATW-R3100
FAIR/GOOD AUDIOTECHNICA WIRELESS EODYPACK
TRANSMTNER
39 ATW-3108
EXCETLENT AUDIOTECHNICA WRELESSHANDHELD2 ATW-4100
EXCELLENT
GOOD
AUDIOTECHNICA
Erc
WRELESS HANDHELD
LIGHTING CONSOLE
5 1
ATW-T3418
roN cr.Asslc
7 GOOD/I FAIR CHAUVET 8LED WASH MOVER ROGUEWASH 2
GOOD CHAUVET 4
CONVENTIONAL EEAM
MOVER ROGUE HYBRID RH2
GOOD CHAUVET ILED EEAM MOVER INTIMIDATOR 350
3 GOOD/1 POOR CHAUVET 4LED BCAM MOVER INTIMIDATOR SPOT DUO r50
GOOD ADJ 4EUBBLE MACHINE BUBBLETRON
EXCETLENT GENERIC 1SMALT IASFR zQ032s1
souND (cONTINUED)
TIGHTING & FX
coF-0TFA Managemenl contract for FCCA - FINAt DRAFT Charlie - 06-02-2026
DTFA EQUIPMENT SITU LOANED
CONDITION BRAND EQUIPMENTTYPEQTY EQUIPMENT NAME
GOOD ADJ 2
SMATL LED
ELLIPSOIDAL IKON PROFILEWW
GOOD CHAUVET LED SPECIAT EFFECT
LIGHT
I HEMISPHERE 5.1
GOOD CHROMA.Q I
SPECIAL EFFECT
CONTROLLER 8 .WAY PSU/SPLTTTER
GOOD ADJ 2
LED SPECIAL EFFECT
LIGHT H2O IR
GOOD ADJ aSPECIAT EFFECT LIGHT S-150/DMX STROBE
GOOD ADJ 1ATMOSPHERIC EFX STALLION FOGGER
2 cooD/1POOR CHAUVEI LED ELLIPSOIDAT3 EVE E-1002
4 EXCELTENT/1
FAIR ROCKVILLE 5tED STRIP MOVER MOTIONSTRIP
2 GOOD/1 FAIR/I
POOR BLEZqRD 4
LED SPECIAL EFFECT
MOVER SNAKE EYES
3GOOD/1 POOR
GOOD BLIZZARD
EPSILON
I
I
4 LED STRIP LIGHT
LED SPECIAL EFFECT
MOVER
PIXELSTORM 240
DUO X-BEAM
SGOOD ELATION LED PAR TIGHT 8 FUZE PAR 12OIP
GOOD BLIZZCRD LED PAR LIGHT I TOURNADO
GOOD CHAWET 2LED FOLLOWSPOT 75ST
GOOD CHAUVET t
LED SPECIAI. EFFECT
LIGHT ROTOSPHERE
GOOD CHAUVET 1
LED SPECIAT EFFECT
MOVER KINTA HP
CHAWETGOOD 1
LED SPECIAT EFFECT
MOVER KINTA FX
GOOD/POOR CHAWET 30tED PAR
LIGHT/UPLIGHI TRI€ PAR
GOOD ELATION tED SPEC!\L EFFECT
LIGHT 2 PROTON 3K COLOR
FAIR ELAIION 4LED PAR LIGHT SIXPAR
EXCELLENT ROCKVILTE 24PANEL LIGHT STAGE MATRIX 36
GOOD CHAWET 1ATMOSPHERIC EFX HURRICANE 18OO FLEX
UGHnNG & FX (CONTINUED)
DTFA EQUIPMENT SITU LOANED
CONDITION ERAND QWEQUIPMENTTYPE EQUIPMENT NAME
GOOD ATMOSPHERIC
EFVTED
CHAUVET 2 GEYSER P5
GOOD CHAUVET 5LED PAR LIGHT SLIMPAR 64
EXCELTENT ELATION 3LED PAR LIGHT FUZE PAR 1752
GOOD MARTIN 1EFFECT LIGHT PRl MANIA
EXCELTENT ELATION 1ATMOSPHERIC EFX MAGMAPRIME HAZER
EXCELLENT VEVOR 4ATMOSPHERIC EFX BJY.PH,7OOu1
GOOD ANTARI 2ATMOSPHERIC EFX s100-xsNow
oooD
EXCELTENT
LED PAR LIGHT
LED SPECIAL EFFECT
UGHT
AD'
I
I
I STARTEC CONTOUR
RGB PAR
GOOD CHROMA.Q 5COLOR SCROLLER SCROLLER
FAIR/GOOD NEI 3DIMMERS 8 CHANNEL DIMMER
FAIR/GOOD VARIOUS 8PARCAN PAR64
GOOD ETC 2
CONVEMNONAL
FXTURE SOURCE 4
GOOD Etc 1LENS EARRELL 36 DEGREE
GOOD Etc 2IENS BARRELL 26 DEGREE
GOOD Erc ItENS BARRELL 19 DEGREE
GOOD ETC LENS BARRELL 50 DEGREE2
GOOD MARTIN 1ATMOSPHERIC EFX JEM HAZER PRO
GOOD X-LASER 1LIGHTING EFFECT SKYWRITER HPX
GOOD ETC LIGHTING COT.ITROL 2 4 PORT NEIWORK NODE
GOOD
GOOD
CITYTHEATRICAL
DEWALT TOOLS
Mtsc 1
2 DOWSEB
IMPACT DRMERS
cooD DEWALT 4TOOLS DRILLS
GOOD DEWALT IOOLS TOOL EATTERIES8
GOOD DEWALT IOOTS 1
12'COMPOUND MITRE
sAw
GOOD
GOOD
DEWATT
SKILSAW
1 2
TOOrS
TOOLS
10" PORTABIE TABLE
SAW
SKIL SAW
GOOD RYOEI 4TOOLS BATTERY
GOOD RYOBI 2TOOLS ITWERTER
LTGHTTNG & FX (CONTINUED)
MTScELLAN EOUS (CONTINUED)
MISCETLANEOUS
EQUIPMENT NAMEQwEQUIPMENTWPEBRANDCONDITION
,IGSAW2TOOLSBOSCHGOOD
IARGE SHOPVAC1TOOLSRIGIDGOOD
SMALLSHOPVAC2TOOLSSTINGERGOOD
3X8 RISERS8STAGINGSTAGE RIGHIGOOD
3X8 RISER Z LEG8STAGINGSTAGE RIGHTGOOD
RTSERSW/ALUMINIUM
WELDED LEGS
6STAGING
NO BMND (HULEX
CORP.HUEY
LEWIS)
GOOD
ANGLED ROLLING
RISERS
2STAGING
NO BRAND {HULEX
CORP-HUEY
LEWIS)
GOOD
6.s',TRUSS6TRUSS STAG]NGGLOBALTRUSSGOOD
8.5'TRUSS10TRUSSSTAGINGGLOBALTRUSSGOOD
90 DEGREE CORNERS4TRUSS STAGINGGLOBALTRUSSGOOD
FLOOB PLATESt2TRUSS STAGINGGLOBALTRUSSGOOD
TOP PLATESt2TRUSS STAGINGGLOBALTRUSSGOOD
10'TRUSS2TRUSS STAGINGNo BrandGOOD
4'TRUSS2TRUSS STAGINGNo BrandGOOD
IARGE FLOOR PLATES2TRUSS STAGINGNo BrandGOOD
BASS STAND1MrscGOOD
PORTABLE OUTDOOR
HEATERS
3MISCVARIOUSGOOD
DTFA EQUIPMENT SITU LOANED
coF-DTFA Managemenl conlract for FCCA - FINAL DRAFT Charlie - 06-02-2026 E2 - Genter Drapery SPeclflcations
FCCA Or.prt SFcift cedonr
Rorc Srtnd
Ovedrp Slrc (fl(ilxwl Plpc l:ngly'Tnck @lorFulhgc llameFrbrlc urc Sct
8'0 r {8'0 1Xrld.r48,0 Bbd((ta 2lor Mrtue Velour 1Vrhnce Bbdox l-alr2lor Vl,luc Vclour 1_1p!]-tlQx_s_o_
(21 r80 x 26'02 Fcct
I t{ rrd. r {8'0
I t{ sld. r aAo & 12}
26'0ADC fizEm
Panter7st6 25or Memorable
Vclour
2House Curlaln
8'0 r 48'0 Bl*t016lBstd.r{2'0 21or Vlrtue Vebur 8Border l2l l8'O r 6'0 rlrrtd.r4z'0(}'6 21or Vlrluc VGloutBlrck 9 8'0 r,l8'0 (xlNrtd,r42O Blrl r6Sorder21or Vlrtue Velour (xtXrtd.x42'0 Bl.cl leer2lorVirtuc Vebur L7
8Orl80 I )t sld, r 42'O 20ota
(''3
Blrcl
Bl.cl
Eordcr
Traveler 2
Prmlr
,21or_vlrtrra vclour
21or Virtue Velour l12 Feat (21 180 x 26'0
Ifenret
1 % sld. r,l2'0 & (21
22',0ADCt28{Xl6 __-
INsld-rt2'O Sleclo!(
'd'o r 48'o I ti 3ld. r 42'0 Bhdota -l€E:.. --- Bordor
21or vlrtue velour
Zfo, vf.tire Vet6*
22 2',t
22'0 r 42'0 I
't
rtd. r {2'O whitcot Scrmhcs Murlln 30
(71 @ 2t'6 r
co
AOC ll42 r 3d0 21or Vlrtuc vclourSlact TrrclSHe Mr*lng
Rhht
(71 @ 2l'6 r
(o 8bcl
0t6
0'6ADC ll42 x 30'0 2lor Vlrtuc Vclour TrrclSlde Mr*kU
Lcft
Slre NameColortulnersTnck
Typc I21 or. Virluc VcburPCwICTso5(8)7'5'x df
TYPc 221 or. Virlua VelourP€wICTso'aI
I lvpc 32l or. Vlrtue VclourPcwtcr50t6
rYDC 421 or. Vlrtue VeburPcwlct50x
20'dI Tvpe 521 or. Virtue VelourPilter50x
14-
CoF-DTFA Management contract for FCCA - FINAL DRAFT Chadie - 06.02'2026 Exhiblt F
INSURANCE REQUIREMENTS FOR THE i'IANAGEMENT AND OPERATION OF rHE FAIRFIELD CENTER FOR CREATIVE ARTS
The OperatorA/endor/Contractor/Subcontractor ("Operator") shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work fiereunder by ihe Operator, its agents, representatives, employees or subcontractors.
The cost of such insurance shall be included in the Operator's bid, Certificates of insurance meeting the following requirements shall be provided to the City of Fairfield within fifteen (15)working OayJfrom the City's written notification of approval to award the contracUpurchase order.
-Failure
to provide the insurance certificates meeting the
Cig's requirements within fifteen (15) working days may cause the bid to be rejected or the contract awarded to the next low bidder. All insurance documents must be submitted on-line through the Exigis system.
The City will maintain Property lnsurance on the Center for structural damage to the theater, restrooms, maintenanCe structureS and associated contentS' Minlmum Scope of lnsurance
Coverage shallbe at least as broad as the following:
1. lnsurance Services Office Commercial General Liability coverage.
2. lnsurance Services Office covering Automobile Liability, owned, non-owned and hired.
3. Workers' Compensation insurance as required by the State of California and Employers' Liability insurance along with a waiver of subrogation. 4, SexuatAbuse and Molestation ('SAM") coverage.
The three items to fulfill the insurance requirements are as follows:
1) Certificate of lnsurance; Certificate holder shall be: City of Faifiield, lts officers, officials, employees, agents andvolunteets, 1000 Webster Street, Fairfield' CA 94533.
2) Additional lnsured Endorsement-this is separate from the Certificate and must have the policy number on it linking it to the policy because the City does not accept .4S.
CoF-OTFA Managernent Contract for FCCA - FINAL DRAFT Charhe - 06-02-2026 "Blanket Additional lnsured Endorsements" without documentation linking it to the policy.
3) primary and Non4ontributory for Workerc' Compensation and General Llability. Evidence of primary language either by endorsement or the actual page(siof the policy typically found in the "Other lnsurance' section of the poliry.
Minimum Limits of lnsurance
Operator shall maintain limits no less than:
1. General Liability: $2,000,000 per occurence/$4,000,000 aggregate for bodily injury, personal rnjury and property damage. lf ComFe.rcjal Ge4eral LiabilitY Insurance or other iorm wlth a qeneral agqreoate limit is !s9d. the qeneral ffi twice the required per occurrence limlt.
Z. Automobile Llability. $1,000,000 per accident for bodily injury and property damage.
3. Workers, CompensaUon or Employers' Liablllty: $1,000,000 per accident for bodily injury or disease.
4. Sexual Abuse and Molestation ("SAM"): $2,000,000'
lf the Operator maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Operator. Any available insurance proceeds in excess of the specified minimum timits of insurance and @verage shall be available to the City.
Deductibles and Self-lnsured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City' nt lne option of the Cig, either: the insurer shall reduce or eliminate such deductibles or self-insured retentiontt. resp"cts the City, its officers, officials, employees, agents and volunteers; or the Operator shall procure a bond guaranteeing payment of losses and related investigations, claims adm inistration and defense expenses.
Other lnsurance Provislons
The General Liability and Automobile Liability policies are to be ac,companigd Fv approprlate ISO primarv and Addltional lnsured Endorsements to contaln the following provisions:
1. The Cig of Fairfield, its officers, officials, employees, agents and volunteers are to 46_
coF-DTFA Management conlracl for FCCA - FINAL DRAFT Charlie - 06-02-2026 be covered as insureds as respects: liability arising out of work performed by or on behalf of the Operator; products and completed operations of the Operator; premises owned, occupied or used by the Operator, or automobiles owned, ieased, hired or borrowed by the Operator. The coverage shall contain no special limitations of the scope of protection afforded to the City of Fairfield, its officers, officials, employees, agents or volunteers.
Z. For any claims related to this project, the Operator insurance coverage shall be primary and non-contrlbutory insurance as respects the City of Fairfield, its bficers, officials, employees, agents or volunteers. Any insurance or self- insurance maintained by the City of Fairfield, its officers, officials, employees, agents, or volunteers shall be excess of the Operator insurance and shall not contribute to it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days prior written notice has been given to the entitY,
4. Endorsements should be provided on standard ISO forms appropriate to job. primary and Additional lnsured endorsements are regulred to be provided separately from the certificate. Primary and Additional endorsements may:
l) Be an additional cost to the insured.
2) Not be readily available so start the process early. 3) May need to be requested from the underwriter.
Prefened endorsements CG 20 10 1 1 85 or CG 20 26 11 85 Any insurance or self-insurance maintained by the City of Fairfield, its officers, officials, employees or volunteers shall be excess or secondary of the insurance and shall not contribute with it. The City needs either a Prlmary Endorsement or a copy of the actual poticy thaf shows the event sponsor's insurance is primary l"other lnsurance" section of the policy is acceptable), S. We DO NOT ACCEPT endorsements or certificates with the wording, "but only in the event of a named insured's sole negligence."
Subcontractors
Operator shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and bperator shall ensure that City of Fairfield is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors
47. CoF-DTFA Managemenl conlract for FCCA - FINAL DRAFT Charlie - 06-02-2026 shall provide coverage with a form at least broad as CG 20 38 04 13.
Waiver of Subroqation
Operator hereby grants the City of Fairfield a waiver of subrogation which any insurer may acquire agilnst City of Fairfield, its officers, officials, employees and volunteers, from Operator by virtue of the payment of any loss. Operator agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City of Fairfield has received a waiver of subrogation endorsement from the insurer.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Fairfield for all work performed by the Operator, its employees, agents and subcontractors.
Soecial Rlsks and Circumstances
The City reserves the right to modiff these requirements, including limits, based on the nature of the risk, prior expenence, insurer coverage or other special circumstances.
Acceotabllitv of lnsurers
lnsurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:Vll.
Verificatlon of Coveraqe
The City uses Evident for tracking and monitoring insurance certificates and endorsements. The Operator agrees to fully work with Evident to make sure the insurance and endorsements are compliant within the Exigis system.
It is highly recommended that you fonrrard this this document to your insurance agent atong -wi[n the contract so they may prepare the appropriate certificates and endorsements to meet City requirements, processes and procedures. For more information, contact Chris Carmona or Erika Milton at [email protected]. -48-
coF-DTFA Management contract for FCCA - FINAL DRAFT Charlre - 06'02-2026