Agenda packet — Tulare City Council, July 18, 2023 (part 2 of 2)

2005-01 Academy Estates $ 150.00
2005-02 Palm Ranch, Woodbridge, and Cambridge
Subdivisions
$ 178.00
2005-03 Admiral Estates, Gail Estates, and Heritage North Subdivisions
$ 215.00
2005-04 Valley Estates, Montecito, and Sherwood North
Subdivisions
$ 125.00
2005-05 Rancho Ventura Inactive
2005-06 The Greens Subdivision
Single-family lots $ 184.00
Single-family double size lots (lot merger) $ 368.00
2005-07 Westgate Estates $ 151.00
2005-08 California Ranchos and Cambridge Estates
Single-family lots $ 173.00
Single-family double size lots (lot merger) $ 346.00
2007-01 Goble Court Subdivision
Single-family lots $ 114.00
2010-01 Sycamore $ 190.00
2016-01 Sierra Vista No. 2
Single-family lots $ 181.00
Single-family double size lots (lot merger) $ 362.00
2018-01 Willow Glen and Kensington Estates $ 336.00
2018-02 The Greens at Oak Creek and Oak Creek #’s 2 - 4 Single-family lots $ 192.00
Multi-family lot (Oak Creek #2) $ 2,880.00
Multi-family lots (Oak Creek #3) $ 243.00
Multi-family lots (Oak Creek #4) $ 288.00
2020-01 Farrar Estates $ 349.00
2021-01 Oakcrest $ 198.00
2021-02 Liberty Hill $ 300.00
2022-01 Fernjo Estates $ 0.00
Section 5. The Council of the City of Tulare hereby confirms that the assessment set forth in the Engineer’s report is made without regard to property valuation and are in compliance with California Code.

Section 6. The Council of the City of Tulare hereby confirms the diagram and assessment as set forth in the Engineer’s Report and hereby levies the assessment set

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Resolution 2023-XX

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forth therein for fiscal year 2023-24, pursuant to Section 22631 of the Streets and Highways Code.

PASSED, APPROVED, AND ADOPTED on this 18th day of July 2023.

TERRY A. SAYRE, MAYOR
ATTEST:

MARC MONDELL, CITY CLERK
By Melissa Hermann, Chief Deputy City Clerk

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Staff Report
Meeting: City Council
Date: July 18, 2023
Department: Community Development - Planning
Submitted by: Mario Anaya, Community Development Director Agenda Title: Sidewalk & Stationary Mobile Vendor Siting Requirements Ordinance Revisions

RECOMMENDED ACTION
Pass-to-print an ordinance providing for adoption of revisions to Chapter 10.180 of the Tulare Municipal Code, as described herein.

SUMMARY
On November 1, 2022, staff presented an informational item for City Council consideration, and for direction to staff on any requested changes to the existing ordinance regarding permitting requirements and siting criteria for sidewalk vendors and stationary mobile food vendors. The majority of the City Council recommended that staff bring back recommended revisions to the City ordinance, specifically regarding the siting requirements for these vendors, to determine what the right distance requirements should be from establishments that have an ABC (State Bureau of Alcoholic Beverage Control) license for consumption on site, and distance from other permitted vendors. Staff believe the proposed revisions allow for more vendors to be permitted legally in the City, based on revised criteria, while also maintaining controls to mitigate potential issues that occurred in the past, particularly near bar and nightclub locations.

The proposed revisions consist of the following:
• Revisions to TMC 10.180.070(G) to specify new separation requirements for vendors from businesses with on-site ABC licenses open between the hours of 10:00pm-6:00am and measuring the separation distance from business door to vendor. • If a business with an on-site consumption ABC license is open between 10:00pm6:00am, the sidewalk or stationary mobile food vendor will need on-site parking lot security. In addition, sidewalk or stationary mobile vendors will not be allowed to operate past 10:00pm in this scenario when adjacent to residential properties. • Revisions to TMC 10.180.070(H) to specify 300 feet separation between stationary sidewalk and stationary mobile vendors is measured from vendor to vendor and not property line to property line.

FISCAL IMPACT & FUNDING SOURCE(S)
There is no fiscal impact associated with this action.

LEGAL REVIEW
The proposed ordinance revisions are considered minor and did not require City Attorney review.

Item #: 8.2
Public Hearing

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ENVIRONMENTAL
The proposed Zoning Ordinance Amendment is exempt from Environmental Review under the California Environmental Quality Act (CEQA), pursuant to Section 15061(B)(3).

ALTERNATIVE ACTION

1. Approve with changes

2. Deny

3. Table
If the ordinance is denied or tabled, it will affect the City’s ability to address the concerns raised by property owners and vendors, and as directed by Council, to make modifications to this Municipal Code chapter that would increase flexibility with siting requirements, while still maintaining standards to protect public safety, health, and general welfare.

ATTACHMENTS

1. Ordinance

2. Proposed Changes to Chapter 10.180 of Tulare Municipal Code Reviewed/Approved:

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ORDINANCE 2023-XX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TULARE
AMENDING CHAPTER 10.180 (SIDEWALK VENDING AND STATIONARY MOBILE

VENDORS) OF THE TULARE MUNICIPAL CODE
WHEREAS, it is the desire of this council to apply reasonable standards for the outside sale of food and merchandise and to protect pedestrian and vehicle circulation.

In addition, standards based on the health, safety, and welfare of the general public are significant issues to be addressed in the issuance of a vending permit. Access to and use of the public sidewalks for vending and selling of merchandise, which does not unduly interfere with the pedestrian traffic, promotes the public interest by contributing to an attractive pedestrian environment and increased sales activities within the City of Tulare; and
WHEREAS, there is a need to be able to regulate the locations and hours where such vending is permitted, to not overly restrict the legal outdoor sale of food and merchandise, but also protect the public health, safety, and general welfare; and WHEREAS, revisions to Chapter 10.180 of the Tulare Municipal Code are proposed to address these competing concerns of property owners, vendors, and residents; and
WHEREAS, the City Council declares the ordinance changes herein are required to preserve the public peace, health and safety of the citizens of Tulare.

NOW, THEREFORE, be it ordained by the Council of the City of Tulare as follows:

SECTION 1. Chapter 10.180 of the Tulare Municipal Code is hereby repealed and reenacted and shall read as follows:

Chapter 10.180
Sidewalk Vending and Stationary Mobile Vendors
Sections

10.180.010 Purposes.

10.180.020 Definitions.

10.180.030 Permit required.

10.180.040 Vending on private property.

10.180.050 Sidewalk vending requirements.

10.180.060 Specific requirements for roaming sidewalk vendors.

10.180.070 Specific requirements for stationary sidewalk vendors and stationary mobile vendors.

10.180.080 Permit process.

10.180.090 Special limitations.

10.180.100 Insurance or bond requirements.

10.180.110 Permit revocation.

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10.180.120 Appeal process.

10.180.130 Term.

10.180.140 Enforcement.

10.180.150 Penalty.

10.180.160 Severance clause.
§ 10.180.010 Purposes.

The primary purpose of this chapter is to apply reasonable standards for the outside sale of food and merchandise and to protect pedestrian and vehicle circulation. In addition, standards based on the health, safety, and welfare of the general public are significant issues to be addressed in the issuance of a vending permit. Access to and use of the public sidewalks for vending and selling of merchandise, which does not unduly interfere with the pedestrian traffic, promotes the public interest by contributing to an attractive pedestrian environment and increased sales activities within the City of Tulare.

Nothing in this chapter shall prevent the lawful operation of itinerant vending when associated with special civic events such as the County Fair and downtown events such as a farmers market.
§ 10.180.020 Definitions.

For purposes of this chapter, the following words and phrases shall have the meaning as set forth herein below:

CITY BUSINESS LICENSE. Means a business license as is required by Tulare Municipal Code Chapter 5.04.070. Sidewalk vendors are required to obtain both a business license and a sidewalk vendor permit to operate.

PERMITTED SPECIAL EVENT. An event, whether annual or one-time, that has an approved special event permit issued by the office of the City Clerk or granted approval by the Director of Community Services or Director of Community and Economic Development. Such events can include, but are not limited to downtown civic events, and events held at the Tulare County Fairgrounds, or International Agri-Center.

PRIVATE SIDEWALKS or PRIVATE YARDS. Refers to private property suitable for stationary vending stands which is not encumbered by parking spaces, driveways, vehicular pathways, landscape areas and building sites.

PUBLIC SIDEWALK. Shall mean area or properties owned or held by the City of Tulare that are open to the general public for pedestrian travel.

ROAMING SIDEWALK VENDOR. Means a sidewalk vendor who moves from place to place and stops only to complete a transaction. A roaming sidewalk vendor does not include a peddler or solicitor that makes uninvited entry onto private property for the purpose of selling goods or services or requesting/collecting donations.

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SIDEWALK VENDOR. Means a person who sells food or merchandise from a pushcart, stand, display, pedal driven cart, wagon, showcase, rack, or other nonmotorized conveyance, or from one's person, upon a public sidewalk or other pedestrian path. As described in this chapter, sidewalk vendors can be classified as roaming vendors or stationary vendors.

SIDEWALK VENDOR PERMIT. Means the permit issued by the City of Tulare under this chapter and required for a sidewalk vendor to operate within the city limits. This type of permit is not the same permit required for door-to-door peddlers/solicitors that are permitted/licensed under separate provisions of the Tulare Municipal Code, nor the same type of permit for stationary mobile vendors, which require a conditional use permit. Sidewalk vendors are required to obtain both a City of Tulare business license and a sidewalk vendor permit to operate. For stationary sidewalk vendors the permit shall describe the specific site location used by the stationary sidewalk vendor, what the stationary sidewalk vendor will be placing in the public right-of-way, the area the stationary sidewalk vendor is required to keep free from debris and trash, and an acknowledgment by the stationary sidewalk vendor that they are subject to closure if the city requires the use of the space for a municipal purpose.

SPECIAL EVENT. Means a parade, march, procession, pageant, review, ceremony, festival, assembly, or exhibition consisting of persons, animals, or vehicles, or a combination thereof which is conducted in, or would impact, any portion of any city street, sidewalk, alley, or other public right-of-way, or other property owned or controlled by the city that required or involved the issuance of a permit for such usage by the city.

STATIONARY CART/VENDOR STAND. Means equipment used for vending which has no motorized wheels and is not otherwise mobile once it has been transported and is set in a location for vending. This includes any table, bench, rack, hand cart, or push cart. The term stationary does not include trailers that are pulled by a motorized vehicle and licensed by the Department of Motor Vehicles; this type of equipment shall be considered a stationary mobile vendor.

STATIONARY MOBILE VENDOR. As used in this chapter means soliciting, displaying, or offering produce, fruits, vegetables, prepared food, pre-packaged food or non-food sundries of any kind for sale or barter or exchange from a mobile vending vehicle on private property within the City of Tulare and includes the standing of a mobile vending vehicle or trailer for the purpose of obtaining or soliciting retail sales of produce, fruits, vegetables, prepared food, pre-packaged food or non- food sundries, including but not limited to goods, wares, or merchandise.

STATIONARY SIDEWALK VENDOR. Means a sidewalk vendor who vends from a fixed location. This does not include restaurants or businesses at fixed locations that, pursuant to applicable rules and regulations for food safety and right-of- way encroachment, set up temporary outdoor sales at their locations.

VENDOR. Shall mean an individual, including any employee or agent of a group of individuals, partnership, non-profit organization, or corporation, who sells or offers to sell

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food, beverages, goods or merchandise from a stationary vendor stand on any public sidewalk or private sidewalk open to the public.
§ 10.180.030 Permit required.

It shall be unlawful, and no vendor shall offer for sale, or sell from any stationary vendor stand located on a public sidewalk, park, or private sidewalk/yard open to public use, or from their person if they are a roaming sidewalk vendor, any merchandise, food or beverage without first obtaining a sidewalk vendor stand permit in addition to a city business license, and in the case of a stationary mobile vendor, a conditional use permit. If a vendor intends to sell food, the vendor must obtain all applicable licenses required to safely sell and serve food as required by state and local law. § 10.180.040 Vending on private property.

Vending on private sidewalks or yards shall be permitted, subject to the limitations of this chapter and subject to the submittal to the Community and Economic Development Department of written authorization by the property owner. Vending shall not be allowed on any required parking spaces or required landscaping and may not interfere with the safe movement of pedestrians and motor vehicles.
§ 10.180.050 Sidewalk vending requirements.

The following requirements apply to both stationary and roaming sidewalk vendors:

Sidewalk vending is prohibited within 1,000 feet from any special event that is operating pursuant to a permit issued by the City of Tulare. This prohibition shall only be in effect during the duration of the special event permit and does not apply to sidewalk vendors that are selling food or merchandise with the permission of the special event applicant and are specified as part of the special event permit. The special event applicant must provide the city with the locations of the stationary sidewalk vendors and the routes of roaming sidewalk vendors that will be permitted by the special event applicant prior to the issuance of a special event permit. Roaming sidewalk vendors during special events must carry a copy of the permission from the special event applicant with them at all times during the special event.

Sidewalk vending is prohibited within 1,000 feet from the exterior boundary of any property used or occupied by any high school, middle school, or elementary school for the period of one hour before the school is in session, while the school is in session, and one hour after the school day ends. This provision does not apply if the vendor is present at the invitation of the school.

Sidewalk vending on trails or parkways that are operated by the City of Tulare for pedestrian/bicycle usage is prohibited in order to ensure the public's use and enjoyment of the natural resources and recreational opportunities provided by these trails. In addition, prohibiting sidewalk vending on these trails would ensure that the health, safety, and welfare of the general public using the trails is not compromised due to obstruction and interference of sidewalk vendors with walking, jogging, and cycling

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activities on these active use trails.

Recognizing that many nonprofit recreational leagues operate concession stands as primary fundraising for such leagues, which provide recreational opportunities to the public, sidewalk vendors, roaming or stationary, are prohibited within 1,000 feet of any events put on by nonprofit recreational leagues that are operating concession stands as fundraising sources.

Sidewalk vendors must, at all times during operations on a public sidewalk or pedestrian path, maintain a minimum width of five feet of unobstructed sidewalk for pedestrian traffic and must also meet all other requirements for pedestrian travel that are required pursuant to the Americans with Disabilities Act or other access standards for persons with disabilities. In places where the sidewalk is less than five feet wide, sidewalk vending stands shall be not less than four consecutive feet of sidewalk width to every point from said stationary vendor stand which is clear and unimpeded for pedestrian traffic. Sidewalk vendors may not be located within five feet of any pedestrian ramps, driveways, and trash cans within the public right-of-way, drinking fountains, push buttons for traffic signals, or other right-of-way element that requires pedestrian access.

If lines of customers block or interfere with any pedestrian ramps, driveways, trash cans within the public right-of-way, drinking fountains, push buttons for traffic signals, bus stops, or other right-of-way element that requires pedestrian access, then the sidewalk vendor must relocate to another sidewalk location to avoid such interference. This rule is to provide adequate space for disability access within the public right-of-way. This rule shall not apply to roaming sidewalk vendors making a sale to a bona fide purchaser during the allotted time period, although the vendor shall make all reasonable efforts to comply with requests from pedestrians to move out of the way as soon as possible and not obstruct the sidewalk. Failure by a sidewalk vendor to move or cease business when they are not providing the minimum width of unobstructed sidewalk for pedestrian traffic shall be deemed a violation of this chapter. In areas where the street contains striped diagonal or vertical parking stalls (not including spaces that are parallel with a sidewalk), sidewalk vendors must maintain a minimum width of five feet of unobstructed sidewalk from the curb to allow for persons or passengers exiting or entering the vehicles parked in such stalls sufficient space for directly accessing the sidewalk from the vehicle and not be required to travel in the street to reach the sidewalk.

Sidewalk vending is prohibited within ten feet from entrances of businesses and bus stops to prevent obstructing access and to allow pedestrians adequate space in the public right-of-way to reach destinations.

The City Council may, by resolution adopted during a public meeting, prohibit sidewalk vending in specific areas within the city limits upon a finding that sidewalk vending should be prohibited in such area due to health, safety, or welfare concerns. Such findings may include, but are not limited to, situations involving areas with both substantial vehicle traffic and substantial pedestrian traffic in locations presenting risks of pedestrians improperly crossing streets or entering the street when sidewalks are blocked. If any such resolutions are adopted, then the locations of prohibited vending shall be indicated and provided to sidewalk vendor permit applicants.

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Sidewalk vendors must maintain sanitary conditions and carry a trash container so customers can deposit waste from sold merchandise or wrappers.

Hours of sidewalk vending shall be the same as other businesses that are operating in the vending area. For sidewalk vendors operating in a park, then the hours shall be the same hours of operation as the park.

Sidewalk vendors are prohibited from operating within streets, medians, crosswalks (although roaming vendors may cross in such areas as other pedestrians) or other areas that are marked closed to pedestrian traffic.

If any type of food or beverage is displayed and/or sold from a stationary vendor stand, the vendor shall have and prominently display any and all valid permits required by the Tulare County Health Department. The revision or expiration of any such required County Health Department permit, or the failure to obtain such a permit within 90 days of the date on which the county commences issuing such permits, shall result in the automatic suspension of the sidewalk vendor permit or use permit issued by the city pursuant to this chapter; in addition, the approved permit must be readily available for inspection by law enforcement or code enforcement officials.

The sidewalk vendor permit issued by the city shall be prominently affixed to the side of the stationary vendor stand which faces inward toward the sidewalk.

No vendor shall use any signs in connection with the sale, display or offering for sale of items, except for those signs which are affixed to or painted on the sides or canopy of the stationary vendor stand and one sandwich sign, located on private property, not exceeding four square feet per sign face.

No vendor shall use any noise making device in connection with the sale, display or offering for sale of items.

Sidewalk vendors are subject to all other applicable rules, regulations, and ordinances. § 10.180.060 Specific requirements for roaming sidewalk vendors.

In addition to the rules applicable to all sidewalk vendors, the following rules shall specifically apply to roaming sidewalk vendors:

Roaming sidewalk vendors shall remain mobile and may not stand or park at any specific location or place for more than ten minutes, unless the vendor is otherwise stopped as necessary to complete a transaction(s) at the request of a bona fide purchaser(s) that approached the roaming vendor while stopped.

Roaming sidewalk vendors are not permitted to knock on doors of homes or businesses to vend under a sidewalk vendor permit. Such attempts at peddling or soliciting shall be considered door-to-door sales and require a separate type of permit under the Tulare Municipal Code § 5.24.

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Sidewalk vendor permits issued by the City of Tulare only allow for vending on publicly owned right-of-ways, as limited by this chapter. Roaming sidewalk vendors are not permitted on private property without the permission of the property owner and must meet all underlying zoning requirements to operate on private property.

Roaming sidewalk vendors are permitted in areas zoned exclusively for residential use, but hours of operations are limited to between the hours of 9:00 a.m. and one hour prior to sunset or 7:00 p.m., whichever is earlier.

In order to ensure the health, safety, and welfare of pedestrians, mobile carts used by roaming sidewalk vendors are not permitted to be utilized as a cook top for food preparation when the food being prepared requires the cooking or heating of food in order for it to be consumed.
§ 10.180.070 Specific requirements for stationary sidewalk vendors and stationary mobile vendors.

In addition to the rules applicable to all sidewalk vendors in §10.180.050, the following rules shall specifically apply to stationary sidewalk vendors and stationary mobile vendors:

All stationary vendor stands and stationary mobile vending units shall have refuse receptacles large enough to contain all refuse generated by the operation. The operator shall pick up all refuse generated by such operation within a 50- foot radius at the close of the day's operation and all refuse shall be disposed of at an approved solid waste facility.

No vehicle or stationary vendor stand used for stationary sidewalk vending or stationary mobile vending shall remain on public property during non-operating hours. Overnight parking of mobile vending vehicles on a public street, alley, or private property that does not meet the definition of a commissary in accordance with the California Retail Food Code (Cal. Code) is prohibited. Hours of operation for all stationary vendor stands or stationary mobile vending shall be limited to the hours of operation of the business located on the property from which they operate.

Vending shall not be allowed on any required parking spaces or private driveways.

Vendors shall not remove, destroy or interfere with any required on-site landscaping.

Vending may only occur on paved surfaces.

For stationary mobile vendors, restroom facilities with running water and which are connected to the city's wastewater system shall be readily available during hours of operation.

Stationary mobile vendors shall maintain 500 feet of separation (measured from business door to vendor) between businesses possessing an on-sale ABC license that allows the sale of alcohol for consumption on-site to occur between the hours of

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10:00pm and 6:00am, with the exception that stationary mobile vendors would be allowed, if they post on-site security to control any altercations or disruptions by customers of the vendor If the location of the stationary mobile vendor is directly adjacent to residential properties, than a conditional use permit and/or vendor permit shall not be allowed for operations between 10:00pm to 6:00am.

Stationary sidewalk and stationary mobile vendors shall maintain 300 feet of separation between an adjacent stationary mobile vendor, when measured from vendor to vendor. § 10.180.080 Permit process.

Stationary sidewalk vendors. Applicants for a sidewalk vendor permit shall submit a written application to the Community and Economic Development Director on a city form. The application shall be accompanied by a fee, based on the costs of the application and set by the City Council in resolution. All sidewalk vendor applicants must submit the sidewalk vendor permit application, copies of insurance certificates, listing the City of Tulare as additional insured that meet the same insurance requirements for encroachment permits to operate within the City of Tulare public right-of-way. The vendor encroachment permit is part of the vendor permit issued to sidewalk vendors and is not a separate permit, and shall include a proposed site plan showing the planned location and what will be utilized by the stationary vendor in the public right-ofway as the stationary cart/stand. The city may reject stationary vendor site plans that do not allow adequate space for pedestrian access. Stationary sidewalk vendors must acknowledge that they are not permitted to permanently install anything within the public right-of-way and that they do not have permanent rights to utilize public property and are subject to temporary or permanent closure if the city requires the use of the right-ofway for a municipal purpose, which includes but is not limited to usage of the space by persons holding valid rights under franchises, or if another permitted use, other than another sidewalk vendor, requires the space on a temporary basis. Any stationary vendor seeking to utilize park property will also be subject to review by the Parks and Recreation Director, or that person's designee. Vendor permit applications on park property are subject to denial if the proposed location would interfere with the public's use and enjoyment of natural resources or recreational opportunities, such as blocking equipment, sports fields, or walkways. Vendor permit applications on park property may also be denied if necessary to prevent an undue concentration of commercial activity that unreasonably interferes with the scenic and natural character of the park, including negatively impacting the public welfare of park users. The Community and Economic Development Director, or his or her designee and the City Engineer, or his or her designee, shall review the application and the proposed site plan prior to issuance and may require modifications of specific site proposals to meet objective health, safety, or public welfare concerns. A permit shall be granted if it is determined that: the proposed display and sale and proposed location will not significantly interfere with the pedestrian traffic or otherwise constitute a health and safety risk.

Stationary mobile vending. Where a person desires to have a stationary mobile vending unit, the applicant shall obtain a conditional use permit pursuant to Tulare Municipal Code Chapter 10.116.

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Roaming sidewalk vendor. In addition to the permit process applicable to stationary sidewalk vendors in § 10.180.080(A), applicants intending to be roaming sidewalk vendors shall include the proposed areas of the city that the vendor intends to operate within. Roaming sidewalk vendors are not permitted on private property without the written permission of the property owner. Roaming vendors seeking to utilize park property will also be subject to review by the Parks and Recreation Director or that person's designee, and vending in certain parks or park locations may be denied or restricted, including limiting the total number of roaming vendors allowed in a specific park, if necessary to prevent an undue concentration of commercial activity that unreasonably interferes with the scenic and natural character of the park, including negatively impacting the public welfare of park users.
§ 10.180.090 Special limitations.

Sidewalk vendor permits are an interruptible or terminable privilege. The city shall have the right and power, through the City Manager or his or her designee, to prohibit the operation of a stationary vendor stand at any time because of anticipated or actual problems or conflicts in the use of a public area. Such problems and conflicts may arise from, but are not limited to, scheduled festivals and similar events, or parades or marches, or repairs to the street or sidewalk, or from demonstrations or emergencies occurring in the area.

No sidewalk vendor permits shall be issued for any location: 1) owned by the city other than the pedestrian right-of-way; or
2) the area east of the Union Pacific Railroad, west of O Street, north of (and including) Inyo Avenue and south of (and including) the parcels north of Cross Avenue due to an increased and significant risk of pedestrian and vehicular traffic conflicts in order to preserve public health, safety and welfare.

This shall not apply to any city-approved events in these areas or to businesses which have obtained a permit under Title 10, Chapter 184.
§ 10.180.100 Insurance or bond requirements.

No permit shall be issued unless the applicant furnishes proof to the city of a public liability bond or insurance policy in an amount not less than $1,000,000 for property damages and injury, including injury resulting in death, caused by the operation of the vending business. Said insurance bond shall name the City of Tulare, its employees, officers, and agents as additional insureds.
§ 10.180.110 Permit revocation.

Following revocation, the former permit holder shall not be eligible to file for a new

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permit application for a period of six months.
§ 10.180.120 Appeal process.

An applicant or any other interested party may appeal the granting, denial, or revocation of a permit application. Such an appeal may be made, in writing, within ten days of the decision and shall be filled with the City Council. The Council shall hold a public hearing on any such appeal.
§ 10.180.130 Term.

A sidewalk vendor permit is valid for a period of one year from the date of issuance and must be renewed every year. Where a conditional use permit is issued, such permit may be time limited to require renewal.
§ 10.180.140 Enforcement.

The Community and Economic Development Director, or his or her designee, or any other person authorized by the City Manager, shall be authorized to enforce the provisions of this chapter and to take such actions as may be necessary to ensure compliance with the regulations, general provisions and conditions opposed upon any permit issued pursuant to this chapter.
§ 10.180.150 Penalty.

Violations of this chapter are not punishable as an infraction or misdemeanor and persons alleged to violate this chapter shall not be subject to arrest. This section does not prevent code enforcement personnel from taking immediate action, such as seizing items, to abate unsafe and dangerous conditions to the public, which include but are not limited to vendors selling food without proper licensing, and subject to enforcement pursuant to § 1.61.030 (Administrative Citation).
§ 10.180.160 Severance clause.

The provisions of this chapter are declared to be severable and if any section, sentence, clause or phrase of this chapter shall for any reason be held to be invalid or unconstitutional, such decisions shall not affect the validity of the remaining sections, sentences, clauses, and phrases of this chapter, but they shall remain in effect, it being the legislative intent that this chapter shall stay and notwithstanding the validity of any part.

SECTION 2. All ordinances and parts of ordinances in conflict herewith are hereby repealed.

SECTION 3. If any section, subsection, sentence, clause, or phrase of this ordinance is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity of the other remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection,

8.2 Public Hearing Page 12
ORDINANCE 2023-XX

Page 11 ends

sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared invalid or unconstitutional.

SECTION 4. Pursuant to Section 15 of the Charter of the City of Tulare, it is ordered that a summary of this ordinance be issued in a daily newspaper of general circulation in the City of Tulare for one day and that the ordinance be available in at least one public place at the City offices. This ordinance shall be in full force and effect 30 days from and after the date of its adoption.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Tulare on the XX day of XXXX 2023.

TERRY A. SAYRE, MAYOR
ATTEST:

MARC MONDELL, CITY CLERK
By Melissa Hermann, Chief Deputy City Clerk

8.2 Public Hearing Page 13
CHAPTER 10.180: SIDEWALK VENDING AND STATIONARY

MOBILE VENDORS
Section

10.180.010 Purposes.

10.180.020 Definitions.

10.180.030 Permit required.

10.180.040 Vending on private property.

10.180.050 Sidewalk vending requirements.

10.180.060 Specific requirements for roaming sidewalk vendors.

10.180.070 Specific requirements for stationary sidewalk vendors and stationary mobile vendors.

10.180.080 Permit process.

10.180.090 Special limitations.

10.180.100 Insurance or bond requirements.

10.180.110 Permit revocation.

10.180.120 Appeal process.

10.180.130 Term.

10.180.140 Enforcement.

10.180.150 Penalty.

10.180.160 Severance clause.
§ 10.180.010 Purposes.

For purposes of this chapter, the following words and phrases shall have the meaning as set forth herein below:

CITY BUSINESS LICENSE. Means a business license as is required by Tulare Municipal Code Chapter 5.04.070.

Sidewalk vendors are required to obtain both a business license and a sidewalk vendor permit to operate.

PERMITTED SPECIAL EVENT. An event, whether annual or one-time, that has an approved special event permit issued by the office of the City Clerk, or granted approval by the Director of Community Services or Director of Community and Economic Development. Such events can include, but are not limited to downtown civic events, and events held at the Tulare County Fairgrounds, or International Agri-Center.

PUBLIC SIDEWALK. Shall mean area or properties owned or held by the City of Tulare that are open to the general public for pedestrian travel.

SIDEWALK VENDOR PERMIT. Means the permit issued by the City of Tulare under this chapter and required for a

8.2 Public Hearing Page 14 ATTACHMENT 2
sidewalk vendor to operate within the city limits. This type of permit is not the same permit required for door-to-door peddlers/solicitors that are permitted/licensed under separate provisions of the Tulare Municipal Code, nor the same type of permit for stationary mobile vendors, which require a conditional use permit. Sidewalk vendors are required to obtain both a City of Tulare business license and a sidewalk vendor permit to operate. For stationary sidewalk vendors the permit shall describe the specific site location used by the stationary sidewalk vendor, what the stationary sidewalk vendor will be placing in the public right-of-way, the area the stationary sidewalk vendor is required to keep free from debris and trash, and an acknowledgment by the stationary sidewalk vendor that they are subject to closure if the city requires the use of the space for a municipal purpose.

STATIONARY MOBILE VENDOR. As used in this chapter means soliciting, displaying, or offering produce, fruits, vegetables, prepared food, pre-packaged food or non-food sundries of any kind for sale or barter or exchange from a mobile vending vehicle on private property within the City of Tulare and includes the standing of a mobile vending vehicle or trailer for the purpose of obtaining or soliciting retail sales of produce, fruits, vegetables, prepared food, pre-packaged food or nonfood sundries, including but not limited to goods, wares, or merchandise.

STATIONARY SIDEWALK VENDOR. Means a sidewalk vendor who vends from a fixed location. This does not include restaurants or businesses at fixed locations that, pursuant to applicable rules and regulations for food safety and right-ofway encroachment, set up temporary outdoor sales at their locations.

VENDOR. Shall mean an individual, including any employee or agent of a group of individuals, partnership, non-profit organization, or corporation, who sells or offers to sell food, beverages, goods or merchandise from a stationary vendor stand on any public sidewalk or private sidewalk open to the public. (Ord. 19-07, passed 11-19-2019)
§ 10.180.030 Permit required.

The following requirements apply to both stationary and roaming sidewalk vendors:
(A) Sidewalk vending is prohibited within 1,000 feet from any special event that is operating pursuant to a permit issued by the City of Tulare. This prohibition shall only be in effect during the duration of the special event permit and does not apply to sidewalk vendors that are selling food or merchandise with the permission of the special event applicant and are specified as part of the special event permit. The special event applicant must provide the city with the locations of the stationary sidewalk vendors and the routes of roaming sidewalk vendors that will be permitted by the special event applicant prior to the issuance of a special event permit. Roaming sidewalk vendors during special events must carry a copy of the permission from the special event applicant with them at all times during the special event. (B) Sidewalk vending is prohibited within 1,000 feet from the exterior boundary of any property used or occupied by any high school, middle school, or elementary school for the period of one hour before the school is in session, while the school is in session, and one hour after the school day ends. This provision does not apply if the vendor is present at the invitation of the school.
(C) Sidewalk vending on trails or parkways that are operated by the City of Tulare for pedestrian/bicycle usage is prohibited in order to ensure the public's use and enjoyment of the natural resources and recreational opportunities provided by these trails. In addition, prohibiting sidewalk vending on these trails would ensure that the health, safety, and welfare of

8.2 Public Hearing Page 15
the general public using the trails is not compromised due to obstruction and interference of sidewalk vendors with walking, jogging, and cycling activities on these active use trails. (D) Recognizing that many nonprofit recreational leagues operate concession stands as primary fundraising for such leagues, which provide recreational opportunities to the public, sidewalk vendors, roaming or stationary, are prohibited within 1,000 feet of any events put on by nonprofit recreational leagues that are operating concession stands as fundraising sources.
(E) Sidewalk vendors must, at all times during operations on a public sidewalk or pedestrian path, maintain a minimum width of five feet of unobstructed sidewalk for pedestrian traffic and must also meet all other requirements for pedestrian travel that are required pursuant to the Americans with Disabilities Act or other access standards for persons with disabilities. In places where the sidewalk is less than five feet wide, sidewalk vending stands shall be not less than four consecutive feet of sidewalk width to every point from said stationary vendor stand which is clear and unimpeded for pedestrian traffic. Sidewalk vendors may not be located within five feet of any pedestrian ramps, driveways, and trash cans within the public right-of-way, drinking fountains, push buttons for traffic signals, or other right-of-way element that requires pedestrian access. If lines of customers block or interfere with any pedestrian ramps, driveways, trash cans within the public right-of-way, drinking fountains, push buttons for traffic signals, bus stops, or other right-of-way element that requires pedestrian access, then the sidewalk vendor must relocate to another sidewalk location to avoid such interference. This rule is to provide adequate space for disability access within the public right-of-way. This rule shall not apply to roaming sidewalk vendors making a sale to a bona fide purchaser during the allotted time period, although the vendor shall make all reasonable efforts to comply with requests from pedestrians to move out of the way as soon as possible and not obstruct the sidewalk. Failure by a sidewalk vendor to move or cease business when they are not providing the minimum width of unobstructed sidewalk for pedestrian traffic shall be deemed a violation of this chapter. In areas where the street contains striped diagonal or vertical parking stalls (not including spaces that are parallel with a sidewalk), sidewalk vendors must maintain a minimum width of five feet of unobstructed sidewalk from the curb to allow for persons or passengers exiting or entering the vehicles parked in such stalls sufficient space for directly accessing the sidewalk from the vehicle and not be required to travel in the street to reach the sidewalk. (F) Sidewalk vending is prohibited within ten feet from entrances of businesses and bus stops to prevent obstructing access and to allow pedestrians adequate space in the public right-of-way to reach destinations. (G) The City Council may, by resolution adopted during a public meeting, prohibit sidewalk vending in specific areas within the city limits upon a finding that sidewalk vending should be prohibited in such area due to health, safety, or welfare concerns. Such findings may include, but are not limited to, situations involving areas with both substantial vehicle traffic and substantial pedestrian traffic in locations presenting risks of pedestrians improperly crossing streets or entering the street when sidewalks are blocked. If any such resolutions are adopted, then the locations of prohibited vending shall be indicated and provided to sidewalk vendor permit applicants. (H) Sidewalk vendors must maintain sanitary conditions and carry a trash container so customers can deposit waste from sold merchandise or wrappers.
(I) Hours of sidewalk vending shall be the same as other businesses that are operating in the vending area. For sidewalk vendors operating in a park, then the hours shall be the same hours of operation as the park. (J) Sidewalk vendors are prohibited from operating within streets, medians, crosswalks (although roaming vendors may cross in such areas as other pedestrians) or other areas that are marked closed to pedestrian traffic. (K) If any type of food or beverage is displayed and/or sold from a stationary vendor stand, the vendor shall have and prominently display any and all valid permits required by the Tulare County Health Department. The revision or expiration of any such required County Health Department permit, or the failure to obtain such a permit within 90 days of the date on which the county commences issuing such permits, shall result in the automatic suspension of the sidewalk vendor permit or use permit issued by the city pursuant to this chapter; in addition, the approved permit must be readily available for inspection by law enforcement or code enforcement officials. (L) The sidewalk vendor permit issued by the city shall be prominently affixed to the side of the stationary vendor stand which faces inward toward the sidewalk.
(M) No vendor shall use any signs in connection with the sale, display or offering for sale of items, except for those signs which are affixed to or painted on the sides or canopy of the stationary vendor stand and one sandwich sign, located on private property, not exceeding four square feet per sign face. (N) No vendor shall use any noise making device in connection with the sale, display or offering for sale of items. (O) Sidewalk vendors are subject to all other applicable rules, regulations, and ordinances. (Ord. 19-07, passed 11-19-2019)
§ 10.180.060 Specific requirements for roaming sidewalk vendors.

In addition to the rules applicable to all sidewalk vendors, the following rules shall specifically apply to roaming sidewalk vendors:
(A) Roaming sidewalk vendors shall remain mobile and may not stand or park at any specific location or place for more than ten minutes, unless the vendor is otherwise stopped as necessary to complete a transaction(s) at the request of a bona

8.2 Public Hearing Page 16
fide purchaser(s) that approached the roaming vendor while stopped. (B) Roaming sidewalk vendors are not permitted to knock on doors of homes or businesses to vend under a sidewalk vendor permit. Such attempts at peddling or soliciting shall be considered door-to-door sales and require a separate type of permit under the Tulare Municipal Code § 5.24.
(C) Sidewalk vendor permits issued by the City of Tulare only allow for vending on publicly owned right-of-ways, as limited by this chapter. Roaming sidewalk vendors are not permitted on private property without the permission of the property owner and must meet all underlying zoning requirements to operate on private property. (D) Roaming sidewalk vendors are permitted in areas zoned exclusively for residential use, but hours of operations are limited to between the hours of 9:00 a.m. and one hour prior to sunset or 7:00 p.m., whichever is earlier. (E) In order to ensure the health, safety, and welfare of pedestrians, mobile carts used by roaming sidewalk vendors are not permitted to be utilized as a cook top for food preparation when the food being prepared requires the cooking or heating of food in order for it to be consumed.
(Ord. 19-07, passed 11-19-2019)
§ 10.180.070 Specific requirements for stationary sidewalk vendors and stationary mobile vendors.

In addition to the rules applicable to all sidewalk vendors in §10.180.050, the following rules shall specifically apply to stationary sidewalk vendors and stationary mobile vendors:
(A) All stationary vendor stands and stationary mobile vending units shall have refuse receptacles large enough to contain all refuse generated by the operation. The operator shall pick up all refuse generated by such operation within a 50- foot radius at the close of the day's operation and all refuse shall be disposed of at an approved solid waste facility. (B) No vehicle or stationary vendor stand used for stationary sidewalk vending or stationary mobile vending shall remain on public property during non-operating hours. Overnight parking of mobile vending vehicles on a public street, alley, or private property that does not meet the definition of a commissary in accordance with the California Retail Food Code (Cal.

Code) is prohibited. Hours of operation for all stationary vendor stands or stationary mobile vending shall be limited to the hours of operation of the business located on the property from which they operate. (C) Vending shall not be allowed on any required parking spaces or private driveways. (D) Vendors shall not remove, destroy or interfere with any required on-site landscaping. (E) Vending may only occur on paved surfaces.
(F) For stationary mobile vendors, restroom facilities with running water and which are connected to the city's wastewater system shall be readily available during hours of operation. (G) Stationary mobile vendors shall maintain 500 feet of separation (measured from business door to vendor) between businesses possessing an on-sale ABC license that allows the sale of alcohol for consumption on-site to occur between the hours of 10:00pm and 6:00am, with the exception that stationary mobile vendors would be allowed, if they post on-site security to control any altercations or disruptions by customers of the vendor. If the location of the stationary mobile vendor is directly adjacent to residential properties, than a conditional use permit and/or vendor permit shall not be allowed for operations between 10:00pm to 6:00am.
(H) Stationary mobile vendors shall maintain 300 feet of separation between an adjacent stationary mobile vendor, when measured from vendor to vendor. (Ord. 23-_____, passed 07-18-2023) (Ord. 19-07, passed 11-19-2019) § 10.180.080 Permit process.
(A) Stationary sidewalk vendors. Applicants for a sidewalk vendor permit shall submit a written application to the Community and Economic Development Director on a city form. The application shall be accompanied by a fee, based on the costs of the application and set by the City Council in resolution. All sidewalk vendor applicants must submit the sidewalk vendor permit application, copies of insurance certificates, listing the City of Tulare as additional insured that meet the same insurance requirements for encroachment permits to operate within the City of Tulare public right-of-way. The vendor encroachment permit is part of the vendor permit issued to sidewalk vendors and is not a separate permit, and shall include a proposed site plan showing the planned location and what will be utilized by the stationary vendor in the public right-of-way as the stationary cart/stand. The city may reject stationary vendor site plans that do not allow adequate space for pedestrian access. Stationary sidewalk vendors must acknowledge that they are not permitted to permanently install anything within the public right-of-way and that they do not have permanent rights to utilize public property and are subject to temporary or permanent closure if the city requires the use of the right-of-way for a municipal purpose, which includes but is not limited to usage of the space by persons holding valid rights under franchises, or if another permitted use, other than another sidewalk vendor, requires the space on a temporary basis. Any stationary vendor seeking to utilize park property will also be subject to review by the Parks and Recreation Director, or that person's designee. Vendor permit applications on park property are subject to denial if the proposed location would interfere with the public's use and enjoyment of natural resources or recreational opportunities, such as blocking equipment, sports fields, or walkways. Vendor permit applications on park property may also be denied if necessary to prevent an undue concentration of commercial activity that unreasonably interferes with the scenic and natural character of the park, including negatively impacting the public welfare of park users. The Community and Economic Development Director, or his or her designee and the City Engineer, or his or her designee, shall review the application and the proposed site plan prior to issuance and may require modifications of specific site proposals to meet

8.2 Public Hearing Page 17
objective health, safety, or public welfare concerns. A permit shall be granted if it is determined that: the proposed display and sale and proposed location will not significantly interfere with the pedestrian traffic or otherwise constitute a health and safety risk.
(B) Stationary mobile vending. Where a person desires to have a stationary mobile vending unit, the applicant shall obtain a conditional use permit pursuant to Tulare Municipal Code Chapter 10.116. (C) Roaming sidewalk vendor. In addition to the permit process applicable to stationary sidewalk vendors in §

10.180.080(A), applicants intending to be roaming sidewalk vendors shall include the proposed areas of the city that the vendor intends to operate within. Roaming sidewalk vendors are not permitted on private property without the written permission of the property owner. Roaming vendors seeking to utilize park property will also be subject to review by the Parks and Recreation Director or that person's designee, and vending in certain parks or park locations may be denied or restricted, including limiting the total number of roaming vendors allowed in a specific park, if necessary to prevent an undue concentration of commercial activity that unreasonably interferes with the scenic and natural character of the park, including negatively impacting the public welfare of park users.
(Ord. 19-07, passed 11-19-2019)
§ 10.180.090 Special limitations.

No sidewalk vendor permits shall be issued for any location: 1) owned by the city other than the pedestrian right-of-way; or 2) the area east of the Union Pacific Railroad, west of O Street, north of (and including) Inyo Avenue and south of (and including) the parcels north of Cross Avenue due to an increased and significant risk of pedestrian and vehicular traffic conflicts in order to preserve public health, safety and welfare.

This shall not apply to any city-approved events in these areas or to businesses which have obtained a permit under Title 10, Chapter 184.
(Ord. 19-07, passed 11-19-2019; Ord. 2022-05, passed 4-27-2022) § 10.180.100 Insurance or bond requirements.

A sidewalk vendor permit may be revoked by the City Council, following written notice to the permittee, if one or more of the conditions of the permit or of this chapter have been violated or if the stationary sidewalk vendor stand is being operated in a manner which constitutes a nuisance, or unduly impedes or restricts the movements of pedestrians. Following revocation, the former permit holder shall not be eligible to file for a new permit application for a period of six months. (Ord. 19-07, passed 11-19-2019)
§ 10.180.120 Appeal process.

A sidewalk vendor permit is valid for a period of one year from the date of issuance and must be renewed every year.

Where a conditional use permit is issued, such permit may be time limited to require renewal. (Ord. 19-07, passed 11-19-2019)
§ 10.180.140 Enforcement.

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§ 10.180.150 Penalty.

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Staff Report
Meeting: City Council
Date: July 18, 2023
Department: Community Services
Submitted by: Jason Glick Community Services Director
Agenda Title: Zumwalt Park Amphitheater Operator Management Agreement

RECOMMENDED ACTION
Approve the management agreement and authorize the City Manager to execute the Zumwalt Park Amphitheater Agreement with Spade Entertainment.

SUMMARY
On December 7, 2021, City Council approved $9,820,000 of non-Category 3 American Rescue Plan Act (ARPA) funding to be used on various programs and projects to offset the economic impacts of the COVID-19 pandemic on the City of Tulare. Included in this funding is $5,000,000 allocated for the construction of the Zumwalt Park Amphitheater and renovation project.

On January 18, 2022, the City Council approved a contract with Lane Engineers for conceptual design services for the renovation of Zumwalt Park and Amphitheater. These were presented to members of the community in a public outreach meeting held on May 4, 2022. In addition, staff made the same presentation to the Tulare Parks and Recreation Commission on June 14, 2022, and has made similar presentations to a number of local groups and associations.

On July 27, 2022, a Request for Proposals (RFP) for the Zumwalt Park Amphitheater Operator was published and due on September 14, 2022. Staff advertised the RFP locally and on the City website.

Staff received one proposal, from Spade Entertainment out of Folsom, California. Spade Entertainment currently works with multiple cities on various entertainment projects. Spade Entertainment has over 25 years of experience in radio, special events and the concert business. They produce live music, cultural events, music festivals and corporate rentals at various parks in Northern California. They produce a combined 70 shows a year at various locations with crowd estimates from 1,000 to 18,000 people. They strive to put “heads in beds at hotels and making your City a destination.”
On December 6, 2022 the City Council heard a presentation from Spade Entertainment and approved a term sheet and directed staff to move forward on a management agreement with Spade Entertainment.

On June 20, 2023, City Council received a staff presentation and asked a variety of questions and asked staff to bring the Zumwalt Park Amphitheater Agreement back to Council for further discussion. City staff received questions and edits from Council and made the following adjustments to the Zumwalt Park Amphitheater Agreement. The adjustments to the agreement (please see Attachment 1) are as follows:

Item #: 9.1
General Business

9.1 General Business Page 1
• Added the Sequoia Symphony as a City produced event.
• SPADE ENTERTAINMENT shall disclose the subcontractors, including principals, of any vendor or business transaction to the City.
• SPADE ENTERTAINMENT shall be responsible for twenty percent (20%) of the hourly overtime rate for five hours ($60 per hour x 5 hours = 600 per officer x 20%) for use of two officers of Tulare Police Department for all Events. Officers will be on site the entire four hours. In the absence of City-wide security policy, SPADE shall prepare a security plan, subject to approval by CM, PD and Fire.
• SPADE ENTERTAINMENT shall pay to CITY for each Ticketed Concert Event according to the following:

Ticket Price City Fee
$25.00 or less $1.00per ticket
$25.01 to $50.00 $2.00per ticket
$50.01 and above $3.50per ticket
• SPADE ENTERTAINMENT shall pay the CITY for any and all costs owed to the CITY for each event within fourteen (14) days after the completion or cancellation of each corresponding Event, or upon termination of this Agreement if CITY terminates this Agreement due to SPADE ENTERTAINMENT’s default.
• Nothing in this Agreement prevents the City Council of the City of Tulare from implementing a “Use Tax” on the sales of tickets and the CITY acknowledges that in the event such “Use Tax” is adopted by the City Council, the payment to the CITY under Section XXII(a)(iii) shall be discontinued.

FISCAL IMPACT & FUNDING SOURCE(S)
The current proposed agreement allows the City to generate revenue and increase economic impact while maintaining and enhancing the City’s capital investment at Zumwalt Park. • Marketing fees of $100,000 and $75,000 in subsequent years. • Security deposit account of $150,000 to book talent.

LEGAL REVIEW
This item was reviewed by the City Attorney.

ALTERNATIVE ACTION

1. Approve with changes

2. Deny - If denied the City would not have an operator to perform concerts and special events at the Zumwalt Park Amphitheater.

3. Table

ATTACHMENTS

1. Redline Version of the Management Agreement

2. Clean Version of the Management Agreement

3. Term Sheet

4. Spade Entertainment Proposal
Reviewed/Approved:

9.1 General Business Page 2

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ZUMWALT PARK AMPHITHEATER

MANAGEMENT AND OPERATING AGREEMENT

THIS ZUMWALT PARK AMPHITHEATER MANAGEMENT AND OPERATING AGREEMENT ("(“Agreement")”) is made at Tulare, California as of 2023, by and between the City of Tulare, a municipal corporation ("(“CITY")”) and SPADE ENTERTAINMENT, LLC, a limited liability company registered to transact business in California who agree as follows:

WHEREAS, CITY owns real and personal property known as the Zumwalt Park Amphitheater venue, as shown in Exhibit B, incorporated herewith by reference (collectively referred to herein as the "“Amphitheater");”); and
WHEREAS, CITY intends to rehabilitateconstruct the Amphitheater and if complete, seeks to have entertainment options available in the Amphitheater; and WHEREAS, SPADE ENTERTAINMENT'sENTERTAINMENT’s principals have considerable expertise in the operation, management and production of entertainment events, concerts and concert venues; and
WHEREAS, SPADE ENTERTAINMENT is interested in managing and operating the Amphitheater for CITY; and
WHEREAS, CITY and SPADE ENTERTAINMENT’s desire to enter into an Agreement for the management and operation of the Amphitheater;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

I. DEFINITIONS. Capitalized terms used but not defined herein shall have the meaning set forth in Exhibit A incorporated herewith by reference.

9.1 General Business Page 3 ATTACHMENT 1

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to CITY. Without limiting the obligations of SPADE ENTERTAINMENT otherwise set out in this Agreement, the Representative shall coordinate the functions and services of SPADE ENTERTAINMENT hereunder and shall perform certain SPADE ENTERTAINMENT functions and services required to be performed by SPADE ENTERTAINMENT hereunder.

The Representative shall be an agent of SPADE ENTERTAINMENT. Notwithstanding the foregoing, all obligations of the Representative hereunder shall be obligations of SPADE ENTERTAINMENT hereunder.
c. Use of the Amphitheater.
i. SPADE ENTERTAINMENT'sENTERTAINMENT’s agrees to use the Amphitheater primarily for entertainment purposes. The use of the Amphitheater shall not adversely affect the public'spublic’s use and enjoyment of the remainder of Zumwalt Park, or the public'spublic’s use and enjoyment of the Amphitheater when SPADE ENTERTAINMENT is not managing or producing an Event at the Amphitheater.

SPADE ENTERTAINMENT shall return control of the Amphitheater to CITY within twelve (12) hours after the end of each Event, unless otherwise agreed upon by the parties.
ii. SPADE ENTERTAINMENT shall not use the Amphitheater in whole or in part during the term of this Agreement for any purpose other than as herein set forth without the prior written consent of CITY.
iii. CITY'sCITY’s Right of Access. CITY and its representativesshall have the right to enter and inspect the Amphitheater at any time. CITY shall have the right, subject to the terms below, to use the Amphitheater at any time SPADE ENTERTAINMENT is not using the Amphitheater for an Event.
d. Public Access. When either SPADE ENTERTAINMENT or the CITY are not using the Amphitheater for an Event, the Amphitheater will be open and accessible to the public. e. Emergency Access. SPADE ENTERTAINMENT shall ensure emergency personnel have access to all areas of the Amphitheater at all times during their use of the Amphitheater.

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CITY prior to, or within six months of the termination of this Agreement. The matching right applies if SPADE ENTERTAINMENT'sENTERTAINMENT’s proposal is equally as favorable to CITY in all aspects of the evaluation criteria.
b. Contingent Term. The parties understand and agree that the term of this contract is contingent on the CITY redeveloping/rehabilitatingconstructing the Amphitheater from it’sits current condition. The parties further agree that redeveloping/rehabilitatingconstructing the Amphitheater may require approvals and funding which are uncertain. In the case where the Amphitheater is not fully redeveloped/rehabilitatedconstructing, the parties agree that this agreement shall not be of any effect and in that circumstance, CITY shall not be liable to any form of damages to SPADE ENTERTAINMENT. The CITY shall provide SPADE ENTERTAINMENT with a “Notice to Proceed” which shall indicate the start date of the term.

IV. MANAGEMENT AND OPERATION OF ZUMWALT PARK AMPHITHEATER a. SPADE ENTERTAINMENT Rights and Obligations.
i. Starting upon execution of this Agreement by both parties ("(“Commencement Date")”) and during the term of this Agreement, SPADE ENTERTAINMENT shall manage and operate the Amphitheater, in accordance with the terms and requirements of this Agreement.
ii. SPADE ENTERTAINMENT shall produce a minimum of (12) twelve Events for the first year of operation along with private rentals. The ultimate goal is for the venue to host twenty family friendly oriented events per year along with private and public rentals. iii. SPADE ENTERTAINMENT has the exclusive right to book Events at the Amphitheater up to 365 days per year during the duration of the contract, except for those specific days withheld for use by CITY or not booked for an Event by SPADE ENTERTAINMENT. iv. SPADE ENTERTAINMENT shall be solely responsible for the production of all Events, excluding CITY-produced Events. Currently planned CITY-produced annual Events include the following:

1. Annual Egg Hunt (Thursday Before Easter Sunday)

2. Kids Day in the Park (Third Saturday in August)

3. Cherry Festival (Second Saturday in May)

4. Summer Concerts in the Park (Wednesday’s May-July)

5. Sequoia Symphony
V. GOOD FAITH EFFORTS
i. SPADE ENTERTAINMENT will use efforts to use local vendors as it relates to its productions and coordinate with downtown businesses to resolve unforeseen issues.

VI. RIGHT OF FIRST REFUSAL. SPADE ENTERTAINMENT has the first-right-of- refusal for all

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third-party requests to use the Amphitheater. When the CITY receives a request for use in accordance with the CITY'sCITY’s Amphitheater Policies, CITY will notify SPADE ENTERTAINMENT. SPADE ENTERTAINMENT will then notify CITY within seven (7) calendar days whether SPADE ENTERTAINMENT will manage the Event. If SPADE ENTERTAINMENT does not timely notify CITY of its decision, or rejects the request, the CITY may produce the Event. a. SPADE ENTERTAINMENT shall provide CITY an up-to-date Master Calendar of Events on the first working day of each month.
b. SPADE ENTERTAINMENT will work with Tulare community groups in a good faith attempt to avoid an adverse impact on community group'sgroup’s not-for-profit events in proximity to the Amphitheater.

VII. EVENT TICKETS. SPADE ENTERTAINMENT shall be solely responsible for all ticket sales and management of ticketing software for all Events, excluding CITY produced Events. SPADE ENTERTAINMENT will provide CITY ten (10) tickets to all ticketed Events, at no charge to CITY, at least seven days prior to the Event.

The refund policy for each Event shall be clearly stated to purchasers at the time of purchase and shall be printed on tickets issued.

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any said Laws, if such act or failure to act is not caused or directed by CITY. All employment arrangements are solely SPADE ENTERTAINMENT'sENTERTAINMENT’s concern and CITY shall have no liability with respect thereto.
d. All matters pertaining to the employment, supervision, compensation, promotion and discharge of SPADE ENTERTAINMENT'sENTERTAINMENT’s employees, including, but not limited to, the immigration status of each employee, are the responsibility of SPADE ENTERTAINMENT, which is in all respects the employer of such employees. Except for third-party vendor(s) providing services under a service contract(s) as provided for herein, all personnel responsible for providing services under the terms of this Agreement shall be direct employees or independent contractors of SPADE ENTERTAINMENT or Affiliates of SPADE ENTERTAINMENT, and SPADE ENTERTAINMENT shall, for purposes of such employment relationship, be acting as an independent contractor and not as an agent or employee of CITY.

SPADE ENTERTAINMENT shall provide a copy of the form rental agreement(s), procedures, policies and feesto CITY for its review and approval prior to the first rental of the Amphitheater for an Event.
c. SPADE ENTERTAINMENT will provide a vendor list and have the right to enter into a partnership agreement with a third party to produce an Event, with CITY approval. d. SPADE ENTERTAINMENT is not authorized to negotiate or enter into any agreements on CITY'sCITY’s behalf.
e. SPADE ENTERTAINMENT shall disclose the subcontractors, including principals, of any vendor or business transaction to the City.

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applicable Law now in effect or coming into effect anytime hereafter, provided that, to the extent applicable Law requires permanent alterations to the Amphitheater, such alterations shall be at the sole discretion and expense of the CITY.
c. SPADE ENTERTAINMENT may refuse to allow guest participation at the Amphitheater for good cause, and not in violation of any Laws, or the terms of this Agreement. If access is denied, SPADE ENTERTAINMENT will notify CITY within 24 hours.

XII. CONCESSIONS.
a. SPADE ENTERTAINMENT shall be solely responsible for all concessions, including food and beverage operations and merchandising sales, for all Events, excluding CITY-produced Events. b. SPADE ENTERTAINMENT may sell alcoholic beverages at all Events excluding CITYproduced Events, with CITY approval, which approval shall not be unreasonably withheld.

Proof of liquor liability insurance satisfactory to the CITY will be required. c. Alcohol sales and service shall be in compliance with all Laws. The Operator will be responsible for all alcohol sales including staff training and compliance with ABC requirements and all Food and Beverage sales are the responsibility of the Operator. d. Alcohol sales shall be limited to beer, Pre-Mixed drinks and wine-based beverages. The maximum size for each beverage shall be: Beer - sixteen (16) ounces; Wine - nine (9) ounces; and Wine or Beer-based and Mixed Drinks - twelve (12) ounces.

XIII. STAFFING AND PERSONNEL. SPADE ENTERTAINMENT shall be solely responsible for providing all necessary staffing for all Events, except CITY-produced Events.

SPADE ENTERTAINMENT shall maintain a written Emergency Action Plan and provide its employees with training designed to reduce the risk of injury to employees or guests. The training program shall, as applicable, involve CITY'sCITY’s emergency responders. b. SPADE ENTERTAINMENT shall operate the Amphitheater in a manner that isin compliance with all applicable Laws, CITY policy, and the terms of this Agreement. c. SPADE ENTERTAINMENT shall use its best efforts to ensure its employees, contractors and agents working at the Amphitheater wear appropriate apparel, are courteous, and exhibit good customer service.
d. SPADE ENTERTAINMENT will maintain trained and competent personnel for the management

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and operation of the Amphitheater, in accordance with any generally applicable industry standards for staffing. SPADE ENTERTAINMENT shall have in its employ at all times a sufficient number of capable employees to enable it to properly, adequately, and safely manage and operate the Amphitheater.
e. SPADE ENTERTAINMENT shall monitor whether or not the management and operation of the Amphitheater is in compliance with all SPADE ENTERTAINMENT obligations. f. In no event shall the scope or quality of the services provided by SPADE ENTERTAINMENT be less than those generally performed by professional managers of similar properties in the industry. g. SPADE ENTERTAINMENT shall make available to CITY the full benefit of the judgement, experience and advice of members of SPADE ENTERTAINMENT regarding the management, operation, and production of Events.
h. SPADE ENTERTAINMENT will draft Standard Operating Procedures and an Emergency Action Plan for the safe operation of the Amphitheater. SPADE ENTERTAINMENT shall provide copies of such Procedures and Plans, and all updates thereto, to CITY. i. SPADE ENTERTAINMENT shall use its best efforts to operate the Amphitheater in a manner that is compatible with the interests of CITY, the surrounding community and the patrons of the Amphitheater, consistent with this Agreement.
j. SPADE ENTERTAINMENT shall be available for communication with CITY, including without limitation attending periodic meetings with CITY at times and locations designated by CITY. k. SPADE ENTERTAINMENT shall keep CITY advised of items that affect the Amphitheater in any significant manner.
l. SPADE ENTERTAINMENT shall provide to CITY written documentation of all incidents involving personal injury, property damage, or criminal activity that take place at Events at the Amphitheater, within 24 hours of their occurrence, with the exception of CITY-sponsored Events.

SPADE ENTERTAINMENT shall promptly report all criminal activity to the Tulare Police Department.

Any additional talent not listed must be reviewed and approved by CITY. CITY will review and approve/deny within two (2) business days of SPADE
ENTERTAINMENT'sENTERTAINMENT’s submittal of the list to CITY. c. CITY shall retain responsibility and control over the Amphitheater for all days not reserved by

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SPADE ENTERTAINMENT for an Event, provided, however, that CITY agrees to grant SPADE ENTERTAINMENT access to the Amphitheater up to a minimum of two (2) days prior to each Event, which shall be determined between the parties prior to each Event. SPADE ENTERTAINMENT shall indicate on the Master Calendar when access to the Amphitheater in advance of an Event is needed.
d. CITY shall have the right to reserve the Amphitheater to host up to ten (10) Events each Operating Season.
e. CITY shall submit a request to SPADE ENTERTAINMENT for CITY'sCITY’s selected dates by the 30th day of October of the prior year . CITY will receive those requested days unless SPADE ENTERTAINMENT has an existing conflict with an executed or pending contract with Artist or a third-party renter for an Event on the same date(s), in which case the Parties will meet and confer to identify a suitable alternative date(s) for the CITY-produced Event(s). f. CITY shall have the right throughout each Operating Season, to select additional dates for use by CITY up to 120 days in advance, when SPADE ENTERTAINMENT has no Events scheduled on the Master Calendar for that date(s). Such additional CITY-produced Eventsshall be for free public Events or Eventsin which SPADE ENTERTAINMENT has opted not to produce the Event. g. CITY shall be solely responsible for all parking operations at the Amphitheater, for all Events. h. CITY will review and comment on any SPADE ENTERTAINMENT proposed form agreements, procedures, and policies, within twenty-one (21) days from submittal to CITY.

XVI. EQUIPMENT.
a. CITY will provide SPADE ENTERTAINMENT with the materials and equipment identified in Exhibit C incorporated herewith by reference, for use in operating the Amphitheater, which shall remain the sole and exclusive property of CITY. This Equipment will be provided if available, upon timely request, which is at least fourteen (14) calendar days prior to the desired date for use. b. At the termination of this Agreement, SPADE ENTERTAINMENT shall return the equipment identified in Exhibit C to CITY, in the same condition as when it was received by SPADE ENTERTAINMENT, with the exception of ordinary wear and tear.

XVII. MAINTENANCE, REPAIR, AND IMPROVEMENTS.
a. Maintenance /Repair.
i. SPADE ENTERTAINMENT'sENTERTAINMENT’s obligations:

1. SPADE ENTERTAINMENT shall be solely responsible for Routine

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Maintenance of the Amphitheater following all Events, excluding CITYproduced Events. SPADE ENTERTAINMENT shall return the Amphitheater to its pre-Event condition within twelve hours of the Event, unless otherwise agreed upon by the Parties.

2. Should SPADE ENTERTAINMENT neglect, or refuse to undertake and complete any Routine Maintenance, CITY shall have the right to perform such maintenance for SPADE ENTERTAINMENT. In this event, SPADE ENTERTAINMENT shall promptly reimburse CITY for the cost thereof; provided, however, that CITY shall first give SPADE ENTERTAINMENT notice of its intention to perform such maintenance.

3. SPADE ENTERTAINMENT shall be solely responsible for any and all repairs to the Amphitheater resulting from SPADE ENTERTAINMENT use, with the exception of normal wear and tear. CITY will appoint staff to walk through the Amphitheater with SPADE ENTERTAINMENT after each non-CITYsponsored Event. CITY will provide notice of damage in writing, within 48 hours of Event/walk-through to SPADE ENTERTAINMENT. If SPADE ENTERTAINMENT, its officers, agents, employees, artists, artists agents, or patrons of the Amphitheater cause injury or damage to the Amphitheater, SPADE ENTERTAINMENT shall promptly replace or repair the damage or cause the damage to be repaired, to the reasonable satisfaction of the CITY. ii. CITY'sCITY’s obligations:

1. CITY is responsible for Routine Maintenance of the Amphitheater for CITYproduced Events.

2. CITY is also responsible for the following maintenance:
a. Mowing
b. Day-to-day trash removal
c. Trash removal for All Events
d. Day-to-day restroom cleaning
e. Restroom cleaning for CITY-produced Events
f. Irrigation system operations
g. Park lighting and electrical systems
h. Parking Area maintenance

3. General Amphitheater maintenance and repairs due to normal wear and tear, including any damagesdamage to Amphitheater unrelated to SPADE ENTERTAINMENT use.

XVIII. IMPROVEMENTS
a. If SPADE ENTERTAINMENT elects to make improvements to the Amphitheater the

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improvements must be approved by the City and installed in a manner to avoid causing damage to the Amphitheater. The improvements will become the property of the City at the termination of the Agreement. If the improvements require City permits, Approvals or inspections, the City will facilitate the permit/approval/inspection process and will waive the City'sCity’s fee(s). b. CITY has no obligation to construct any capital improvements at the Amphitheater through the term of this Agreement.

XIX. MARKETING. SPADE ENTERTAINMENT shall be solely responsible for marketing all nonCITY sponsored Events, as well as marketing the Amphitheater for use as an Event location. a. Until the City establishes “Naming Rights” to the Amphitheater, SPADE ENTERTAINMENT shall market the Amphitheater under the name "“Zumwalt Park Amphitheater.".” SPADE ENTERTAINMENT may utilize branding and logo provided by CITY, or SPADE ENTERTAINMENT may utilize other branding and logo, if that branding and logo are approved by the CITY. If SPADE ENTERTAINMENT uses branding or logo for the Amphitheater in addition to that provided by the CITY, SPADE ENTERTAINMENT shall transfer the additional branding/logo/copyright/trade or service marks and all rights thereto, to CITY upon termination of this Agreement.
b. Customer data/lists. All customer lists and records generated by SPADE ENTERTAINMENT pertaining to the management and operation of the Amphitheater under this Agreement, whether in existence at the commencement of SPADE ENTERTAINMENT'sENTERTAINMENT’s operation of the Amphitheater or compiled thereafter, shall be treated as the property of SPADE ENTERTAINMENT. CITY and SPADE ENTERTAINMENT shall each control their respective customer lists, records or similar information pertaining to the Amphitheater. The parties may mutually agree to distribute advertising for CITY and SPADE ENTERTAINMENT'sENTERTAINMENT’s Events to the other party'sparty’s customer database.

SPADE ENTERTAINMENT’s database shall not be sold, rented, leased or distributed in any way to a third party.
c. SPADE ENTERTAINMENT'sENTERTAINMENT’s marketing of the Amphitheater shall be family- friendly.

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c. SPADE ENTERTAINMENT shall provide CITY with copies of all sponsorship agreements entered within thirty (30) days of signing.
d. The placement and removal of sponsorship signage at the Amphitheater shall be approved by the CITY in advance.
e. CITY will advertise Events through CITY'sCITY’s digital marquees at the Amphitheater, subscriber emailsystem and social media accounts upon a timely request from SPADE ENTERTAINMENT without charge, whenever feasible. An advertising request is timely if all final advertising copy to be distributed is provided to CITY in a form acceptable to CITY at least thirty (30) calendar days prior to SPADE ENTERTAINMENT'sENTERTAINMENT’s desired date for distribution. CITY reserves the right to deny any request. include advertising on billboards that the City has advertising rights to (if applicable).

XXI. ZUMWALT PARK AMPHITHEATER WEBSITE
a. WEBSITE. Website content relating to the management and operation of the Amphitheater by SPADE ENTERTAINMENT is subject to the review and approval of the CITY. At the expiration or early termination of this Agreement, or if in CITY'sCITY’s sole discretion SPADE ENTERTAINMENT'sENTERTAINMENT’s use of the website is not within generally-accepted industry standards, SPADE ENTERTAINMENT'sENTERTAINMENT’s use of the website content shall cease and SPADE ENTERTAINMENT shall transfer the website content to the CITY for its use.

XXII. TRADE OF SERVICE MARKS
a. Any names, logos, trademarks and/or copyrights developed during the term of this Agreement that in any way associate, identify, or implicate an affiliation with the Amphitheater or CITY shall be approved by CITY prior to registration or use, shall belong to CITY upon creation, and shall continue in CITY'sCITY’s exclusive ownership upon expiration or early termination of this Agreement, excluding any marks not exclusively associated with the Amphitheater or the CITY. b. SPADE ENTERTAINMENT and its representatives, upon reasonable advance notice to CITY, shall have full access to records, information and materials related to the use of CITY Marks as reasonably necessary for CITY to verify such use meets the applicable quality standards of CITY.

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ii. SPADE ENTERTAINMENT shall be responsible for twenty percent (20%) of the hourly overtime rate for five hours ($60 per hour x 5 hours = 600 per officer x 20%) for use of two officers of Tulare Police Department for all Events. Officers will be on site the entire four hours. In the absence of City wide security policy, SPADE shall prepare a security plan, subject to approval by CM, PD and Fire.
iii. SPADE ENTERTAINMENT shall be responsible for acquiring and managing all sponsorships and shall retain 80 percent of all gross revenue, excluding in-kind services or donations, from sponsorships. All sponsorship agreementsshall terminate upon termination of this Agreement.
iv. SPADE ENTERTAINMENT shall pay to CITY one dollar ($1.00) per ticket sold or otherwise provided to a third party at full cost or reduced cost, for each Ticketed Concert Event. according to the following:

Ticket Price City Fee
$25.00 or less $1.00 per ticket
$25.01 to $50.00 $2.00 per ticket
$50.01 and above $3.50 per ticket
This fee shall not be published in connection with the sale of tickets (i.e., on SPADE ENTERTAINMENT'sENTERTAINMENT’s website, at the time of ticket purchase, or on the tickets issued to purchasers). SPADE ENTERTAINMENT shall provide City with a report of tickets issued through a third-party (i.e., Ticketmaster or Eventbrite) within seven (7) calendar days following each Ticketed Concert Event.

The fee above shall be reviewed and negotiated annually by the parties. v. SPADE ENTERTAINMENT shall pay to CITY a rental fee of one thousand dollars ($1,000.00) for any non-Concert Event produced by SPADE ENTERTAINMENT or any rental to any third party for any reason. In the case of such rentals, CITY will charge SPADE ENTERTAINMENT one dollar ($1.00) per ticket sold. vi. SPADE ENTERTAINMENT is responsible for, and will pay all fees associated with music licensing and other permits required for an Event, other than CITY-sponsored Events. vii. SPADE ENTERTAINMENT and its subcontractors are responsible for payment of sales tax, if any, associated with Events, other than CITY sponsored Events. viii. SPADE ENTERTAINMENT shall pay the CITY for any and all costs owed to the CITY for each event within fourteen (14) days after the completion or cancellation of each corresponding Event, or upon termination of this Agreement if CITY terminates this Agreement due to SPADE ENTERTAINMENT’s default.
b. CITY Operations Costs, Revenues and Marketing Fees
i. CITY shall be responsible for all costs for any services provided by the Tulare

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Police Department for all Events.
i. CITY shall be responsible for all operating costs for parking operations and shall retain all revenue from parking operations. The Event parking fee per vehicle shall not exceed fifteen dollars ($15).
ii. CITY shall be responsible for all utility costs on the premises. iii. CITY will pay the Operator one hundred thousand dollars ($100,000.00) for the first year of the agreement for marketing and management purposes. (“Marketing Fee”) according to the following schedule:

1. Forty percent (40%) upon receipt of the Notice to Proceed per section III(b).

2. Thirty percent (30%) six (6) months after receipt of the Notice to Proceed per section III(b).

3. Thirty percent (30%) eleven (11) months after receipt of the Notice to Proceed per section III(b).
iv. For the secondany additional years, and third yearany extensions of the agreement the fee would reduce to Marketing Fee shall be seventy ifvefive thousand dollars ($75,000.00) per year. paid at the start of the annual term. All marketing and management funds will be used for marketing purposes including news print, social media, venue promotion, digital media, radio, television, billboard campaigns, interviewing talent, magazines, etc. v. Nothing in this Agreement prevents the City Council of the City of Tulare from implementing a “Use Tax” on the sales of tickets and the CITY acknowledges that in the event such “Use Tax” is adopted by the City Council, the payment to the CITY under Section XXII(a)(iii) shall be discontinued.
c. Artist Contract Deposit Advance
i. CITY shall make available, an Artist Contract Deposit Advance totaling up to one hundred and fifty thousand dollars ($150,000.00) to be used by SPADE ENTERTAINMENT for contract deposits necessary to secure Artists for Events. These funds will be available to SPADE ENTERTAINMENT upon documented request with the executed contract supporting the amount of the advance requested, within thirty (30) days of execution of this Agreement.
ii. SPADE ENTERTAINMENT shall reimburse CITY for each Artist Contract Deposit within thirty (30) days after the completion or cancellation of each corresponding Event, or upon termination of this Agreement if CITY terminates this Agreement due to SPADE ENTERTAINMENT'sENTERTAINMENT’s default.
iii. SPADE ENTERTAINMENT shall be solely responsible for ensuring that the Artist Contract Deposits Advance is repaid to the CITY in full at the end of each Operating Season.
iv. CITY shall make the Artist Contract Deposit Advance available to SPADE ENTERTAINMENT until December 31st each year of the term. CITY may choose to

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maintain the availability of the Artist Contract Deposit Advance into future Operating Seasons at CITY'sCITY’s sole discretion.

XXIV. FINANCIAL REPORTING.
a. The 2024 Operating Budget for calendar year ending 12/31/2024 is attached to this Agreement as Exhibit D. SPADE ENTERTAINMENT will provide City with a copy of their Operating Budget by October 1 each year of the Term.
b. In addition to the ticket sales reports provided to CITY pursuant to above, SPADE ENTERTAINMENT shall keep an accurate record of sales and attendance (including comped tickets) at SPADE ENTERTAINMENT managed or produced Events. Such recordsshall be made available to CITY upon request.
c. SPADE ENTERTAINMENT shall provide CITY with a quarterly report of sponsorships which is due to CITY thirty (30) days after the close of each calendar quarter. d. Following delivery of each Amphitheater Report, SPADE ENTERTAINMENT shall consult with CITY to discuss the issues raised in the report or other topics of concern to CITY. e. SPADE ENTERTAINMENT shall also provide any written reports and information which may be reasonably requested by CITY from time to time.
f. SPADE ENTERTAINMENT shall designate Tulare as the point of sale on their Seller'sSeller’s Permit.

XXV. INSURANCE
a. Commercial General Liability Insurance: At its sole expense, SPADE ENTERTAINMENT agrees to maintain in force during the term of this Agreement comprehensive commercial general liability insurance, to cover all of SPADE ENTERTAINMENT'sENTERTAINMENT’s activities in or associated with the Amphitheater including coverage for Premises/Operations/Products/Independent Contractor'sContractor’s liability, personal injury, explosion/collapse/underground and contractual liability insuring the indemnity provision contained in this Agreement and fully insuring SPADE ENTERTAINMENT or its subcontractor'ssubcontractor’s liability for bodily injury or death or property damage. i. Insurance Services Office Form CG 00 01 covering CGL on an "“occurrence"” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. ii. Annual aggregate limit of $2,000,000.
iii. Products-components/operations aggregate of $1,000,000. iv. Personal and Advertisement Injury (with employment exclusion deleted) of $1,000,000. v. Contractual Liability: bodily injury $1,000,000 each occurrence; property damage of

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$1,000,000 each occurrence;
vi. Explosion, collapse, underground.
vii. Claims made policies are not acceptable.
viii. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001, on an "“occurrence"” basis. b. Commercial Crime Insurance: At its sole expense, SPADE ENTERTAINMENT agrees to maintain in force during the term of this Agreement commercial crime insurance, to include coverage for employee dishonesty, forgery or alteration and theft, disappearance and destruction and meet the following:
i. Coverage shall be on a blanket basis;
ii. Limits shall be equal to $1,000,000 per occurrence; and iii. Insurance on the improvements, fixtures, furnishings and equipment of SPADE ENTERTAINMENT on the Amphitheater shall be in an amount adequate to insure the replacement and/or removal of said property in the event of Loss. c. Property Insurance:
i. All Risk Coverage. CITY shall obtain and keep in force a policy of insurance covering loss or damage to the Amphitheater, the Amphitheater improvements, the capital improvements and all furniture, fixtures and equipment in the amount of the full replacement value thereof, as the same may exist from time to time, against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief and special extended perils ("(“all risk,",” as that term is known in the insurance industry), but excluding damage due to flood, earthquake or terrorist activities. CITY is not obligated to rebuild the Amphitheater following destruction or a casualty Loss. ii. Workers'Workers’ Compensation: At its sole expense, SPADE ENTERTAINMENT agrees to maintain in force during the term of this Agreement, Workers Compensation on a State of California approved policy form providing statutory benefits as required by California law with employer'semployer’s liability insurance, with minimum limits of $1,000,000 per occurrence.
iii. General conditions pertaining to provision of insurance by ST PRODUCTIONS Insurance procured pursuant to these requirements shall be written by insurers that are authorized to transact the relevant type of business in the State of California and with an AM.

Best'sBest’s rating of A:VII
iv. Additional Insured Status. CITY, its officers, agents, officials, employees and volunteers

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are to be covered as additional named insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of SPADE ENTERTAINMENT, including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor'sContractor’s insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
v. Primary Coverage. For any claims related to this Agreement or the Amphitheater Operations, SPADE ENTERTAINMENT'sENTERTAINMENT’s insurance coverage shall be primary with coverage at least as broad as ISO CG 20 01 04 13 as respects CITY, its officers, agents, officials, employees or volunteers and CITY'sCITY’s insurance shall be excess of SPADE ENTERTAINMENT'ENTERTAINMENT’ insurance and shall not contribute to it.
vi. Notice of Suspension or Cancellation. Each required insurance policy shall not be suspended or canceled, except with prior written notice to CITY (30 calendar days written notice, ten calendar days if cancellation is due to nonpayment of premium). In the event required insurance is suspended or canceled at any time and no replacement coverage is provided, SPADE ENTERTAINMENT shall immediately cease operation of the Amphitheater, and CITY may declare default, or terminate this Agreement in accordance with the provisions of this Agreement.
vii. Waiver of Subrogation. SPADE ENTERTAINMENT hereby grants to CITY a waiver of any right to subrogation which any insurer may acquire against CITY by virtue of the payment of any Loss under such insurance. SPADE ENTERTAINMENT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.
viii. Self-insured retentions must be declared to and approved by CITY. CITY may require SPADE ENTERTAINMENT to provide proof of ability to pay Losses and related investigations, claim administration and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.
ix. Verification of Coverage. SPADE ENTERTAINMENT shall furnish CITY with original Certificate of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to CITY prior to the execution of this Agreement. However, failure to obtain the required documents prior to the work beginning shall not waive SPADE ENTERTAINMENT'sENTERTAINMENT’s obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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x. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors. xi. Special Risks or Circumstances. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
xii. All insurance coverage and limits provided by SPADE ENTERTAINMENT are intended to apply to the full extent of the policies.
xiii. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing.
xiv. No liability policy shall contain any provision or definition that would serve to eliminate so-called "“third party action over"” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. xv. SPADE ENTERTAINMENT shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) without CITY'sCITY’s prior written consent.
xvi. Suspension for Lack of Insurance. SPADE ENTERTAINMENT shall immediately cease all operations associated with the Amphitheater in the event of a cancellation or alteration in insurance coverage that does not meet the requirements of this Agreement. If SPADE ENTERTAINMENT'sENTERTAINMENT’s insurance issuspended or canceled for any amount of time, it shall constitute a default of the Agreement.

XXVI. INDEMNIFICATION AND HOLD HARMLESS AGREEMENT.
a. To the fullest extent permitted by Law, SPADE ENTERTAINMENT shall indemnify, hold harmless and defend CITY, its officers, officials, agents, volunteers and employees against any and all Losses (including but not limited to attorney fees, expertsfees and costs of suit), arising indirectly or directly out of SPADE ENTERTAINMENT'sENTERTAINMENT’s management and/or operation of the Amphitheater, or in any way related to SPADE ENTERTAINMENT'sENTERTAINMENT’s performance of this Agreement, by reason of its acts or omissions relating to the Amphitheater and/or its obligation pursuant to this Agreement and/or by reason of injury, death, property damage, or any claim arising from the alleged violations of any applicable Law by SPADE ENTERTAINMENT, however caused or alleged to have been caused, provided, however, in no event shall SPADE ENTERTAINMENT be obligated to defend or indemnify CITY with respect to the negligence or willful misconduct of CITY, its officers, agents officials, employees, or volunteers.
b. Should any claims, demands or other legal proceedings be made or instituted by any person against CITY, its officers, officials, agents volunteers and employees, which arise out of any of the matters

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relating to this Agreement or information in SPADE ENTERTAINMENT'ENTERTAINMENT’ possession relating to the Amphitheater, SPADE ENTERTAINMENT shall give CITY all pertinent information within its possession and reasonable assistance in the defense or other disposition thereof.
c. CITY shall indemnify, hold harmless and defend SPADE ENTERTAINMENT, its officers, agents and employees against any and all Losses (including but not limited to attorney fees, experts’ fees and costs of suit), arising from negligent, intentional or reckless acts of CITY, its officers, agents, or employees.

XXVII. LIMITATION OF LIABILITY
a. Except as is otherwise provided herein, except as may be covered by a party'sparty’s insurance policies, and except as may arise from a party'sparty’s: (i) liability for personal injury; or damage to real or tangible personal property arising from SPADE ENTERTAINMENT'sENTERTAINMENT’s negligent, illegal or willful misconduct; or (ii) disclosure of confidential, proprietary, or privileged information; or (iii) obligations pursuant to Section XXV (Indemnification), neither party shall be liable to the other for the other'sother’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages. b. CITY shall not have any liability for Operational or Financial Losses in the operation of the Amphitheater over the term of this Agreement.

XXVIII. TERMINATION
a. Termination for Convenience. During the term of this Agreement, either party may terminate the Agreement for convenience, without cause, upon 180 days written notice to the other Party. Said notice shall only be given between March 1st and June 30th of each calendar year. The Party that terminates the Agreement for convenience shall be responsible for the actual financial losses of the non-terminating Party resulting from said termination, not to exceed $10,000.00. b. Liquidated damages. The party terminating for convenience may elect to pay liquidated damages to the non-terminating party in the amount of Ten Thousand dollars ($10,000.00) within thirty (30) calendar days of providing written notice, and the non-terminating party shall accept the payment of liquidated damages as payment in full for any and all losses associated with said termination for convenience. The Parties acknowledge and agree the harm caused by a party'sparty’s termination for convenience would be impossible or very difficult to accurately estimate at the time of this Agreement, and the Liquidated Damages are a reasonable estimate of the harm caused by said termination, and do not unreasonably exceed the amount of harm the parties anticipate at the time of this Agreement. The Parties intend the Liquidated Damages to constitute compensation, and not a penalty. Payment of Liquidated Damages by a party terminating this Agreement for convenience is the terminating party'sparty’s sole liability and entire obligation, and the non-terminating party'sparty’s exclusive remedy.
c. Default. Any failure by a Party to this Agreement to observe or perform a provision of this Agreement, where such failure continues for thirty (30) calendar days, or sooner as otherwise

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detailed herein, after written notice of such failure, shall constitute a default and breach of this Agreement. However, if the nature of the default does not involve a financial obligation and is such that it cannot be reasonably cured within the thirty (30) calendar day period, the offending party shall not be deemed to be in default if an effective cure is commenced within the thirty (30) calendar day period and thereafter diligently prosecuted to completion; provided, however, that in no event shall such default remain uncured for more than 90 calendar days. Upon default by either Party, which remains uncured beyond any reasonable notice and cure period as set forth herein, the non-defaulting Party shall have the right to terminate this Agreement by providing written notice to the other Party.
c. CITY may terminate this Agreement immediately, upon written notice to SPADE ENTERTAINMENT for the following:
i. In the event of an accident or accidents resulting from SPADE ENTERTAINMENT'sENTERTAINMENT’s negligent operation of the Amphitheater which causes severe injury or death.
ii. Due to cancellation of or reduction in any required insurance coverage as provided herein. iii. For SPADE ENTERTAINMENT'sENTERTAINMENT’s violation of the assignment provisions of this agreement.
iv. Destruction, casualty or taking of more than ten percent (10%) of the Amphitheater, if CITY does not elect to rebuild.
v. The filing of any bankruptcy petition by SPADE ENTERTAINMENT or any permitted assignee, or the filing of any liens against the Amphitheater, if the lien is not removed within 30 days'days’ notice thereof.
vi. SPADE ENTERTAINMENT not timely reimbursing the City for the artist deposit funds as required above.
e. Effect of Termination. In the event of any termination or expiration of this Agreement:
i. Transition Plan. The CITY and SPADE ENTERTAINMENT shall cooperate in developing a mutually acceptable transition plan. Such transition plan shall establish a date for the

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transfer of operations, transfer of books, records and financial information for the Amphitheater, the return of all CITY property to the CITY, and other matters deemed necessary or appropriate by the Parties. Prior to such transition, the Partiesshall fulfill their responsibilities and obligations described in this Agreement, unless waived in writing by the other Party.
ii. SPADE ENTERTAINMENT shall pay the CITY any amount due and owing from the Artist Deposit Advance within 30 days of the CITY'sCITY’s Notice of Termination for cause/breach of this Agreement.
iii. SPADE ENTERTAINMENT shall remove its property stored or maintained at the Amphitheater within thirty (30) days of termination. In removing SPADE ENTERTAINMENT'sENTERTAINMENT’s property, SPADE ENTERTAINMENT shall not damage or render inoperable any of the other Amphitheater improvements or capital improvements, attractions, rides and facilities at the Amphitheater. iv. SPADE ENTERTAINMENT shall return CITY purchased equipment, materials and property to CITY within 30 days after the termination of this Agreement. The items shall be returned in the same condition as they were received, excepting ordinary wear and tear. v. Condition of Amphitheater at Termination. At the expiration or earlier termination of this Agreement, SPADE ENTERTAINMENT shall terminate its service and vacate the Amphitheater, leaving all improvements, equipment, fixtures and trade fixtures in good and reasonably clean condition, subject to ordinary wear and tear. f. Transition Rights. Upon termination or expiration of this Agreement for any reason, CITY will have the right, for a period of 180 days following the date of full or partial termination (the "“Transition Period")”) to elect to have SPADE ENTERTAINMENT continue to perform the services under this Agreement; and SPADE ENTERTAINMENT shall make available to CITY all other services necessary to ensure a smooth transition of the services to a new vendor, including providing all CITY data and lists in a format reasonably-requested by CITY. If CITY elects to have SPADE ENTERTAINMENT continue to perform services under this Agreement during such Transition Period this Agreement will remain in full force and effect at the end of the Transition Period, the Agreement will terminate.
g. Survival.
i. Upon any expiration or termination of this Agreement, Sections VII, VIII, IX, X, XII, XIII, and XIV, and any section which by its nature should survive, shall survive any expiration or termination of this Agreement.
ii. Should this Agreement expire or be terminated for any reason by either party, the requirements for insurance shall remain in full force and effect for no less than six months after termination of this Agreement.

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XXIX. COMPLIANCE WITH LAWS, RULES, REGULATIONS, AND POLICIES. SPADE ENTERTAINMENT shall comply with all applicable Laws existing during the term of this Agreement, including obtaining and maintaining all necessary permits and licenses. SPADE ENTERTAINMENT acknowledges and warrants that it is, or will make itself, through its responsible managers, knowledgeable of all pertinent Laws or other requirements having the force of Law affecting the operation of the Amphitheater.

XXX. HAZARDOUS SUBSTANCE AND ACTIVITIES In the management and operation of the Amphitheater, SPADE ENTERTAINMENT shall not: keep,store, or sell any goods, merchandise, or materials that are in any way explosive or hazardous; or carry on any offensive or dangerous trade, business, or occupation, as determined by CITY in its sole discretion.

XXXI. MISCELLANEOUS
a. Prohibitions Against Assigning, Subletting. This Agreement and/or any interest therein or thereunder shall not be assigned, delegated, mortgaged, hypothecated or transferred by SPADE ENTERTAINMENT without obtaining the prior written consent of CITY, except as set forth in Section XXX(v) below.
b. Notices. Any notice and/or reportrequired to be given or thatmay be given by either Party to the other shall be deemed to have been fully given when made in writing and deposited in the United States Postal Service, postage prepaid, and addressed as follows:

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SPADE ENTERTAINMENT hereunder if SPADE ENTERTAINMENT fails to do so in a timely manner (following any required notice and cure periods). d. Signs and Advertising. Additional temporary signs, logos, names, placards, or advertising material may be inscribed, painted, or affixed upon Amphitheater, or circulated or published upon receipt of written approval of CITY, which shall not be unreasonably withheld, conditioned, or delayed. Signage may be placed at the Amphitheater no sooner than twentyfour (24) hours prior to each Event and shall be removed within twenty-four (24) hours after the conclusion of each Event. Signs or advertising should be consistent with the purposes of this Agreement. At the termination of this Agreement, SPADE ENTERTAINMENT shall remove all such signs and advertising, and return the Amphitheater to its original condition. e. Section Titles. The Section titles in this Agreement are inserted only as a matter of convenience and reference and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect this Agreement.
f. Agreement in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
g. Successors in Interest. Unless otherwise provided in this Agreement, the terms, covenants and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of all the Parties hereto, all of who shall be jointly and severally liable hereunder.
h. No Third-Party Beneficiaries. Except for the provisions of this Agreement relating to the indemnification of employees, agents and representatives of either Party, there are no third-party beneficiaries to this Agreement and no third party beneficiaries are intended by implication or otherwise.
i. Partial Invalidity. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.
j. Time of Essence. Time shall be of the essence in the performance of this Agreement. k. Duration of Public Facilities. By entering into this Agreement, CITY makes no representation or stipulation as to the type, size, location, or duration of public facilities and improvements to be maintained at the Amphitheater, nor does CITY guarantee the accuracy of any financial or other factual representation that may be made regarding the Amphitheater. l. Waiver of Rights, Claims and Agreement Terms. Unless otherwise provided by this Agreement, no waiver by either party at any time of any of the terms, conditions, or covenants of this Agreement shall be deemed as a waiver at any time thereafter of the same or of any other term, condition, or covenant herein contained, nor of the strict and prompt performance thereof. No delay, failure, or omission of a Party to exercise any right, power, or privilege, or option arising

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from any breach, nor any subsequent acceptance of funds then or thereafter accrued shall impair any such right, power, privilege, or option, or be construed as a waiver of such breach or relinquishment of any right or acquiescence therein. No notice to shall be required to restore or revive time as of the essence after the waiver by a Party of any breach. No option, right, power, remedy, or privilege of either Party shall be construed as being exhausted by the exercise thereof in one or more instances. The rights, powers, options and remedies given to the parties by this Agreement shall be deemed cumulative.
m. Governing Law. This Agreement is made under and is subject to the Laws of the State of California in all respects as to interpretation, construction, operation, effect and performance. n. Dispute Resolution. The parties agree to meet and confer on any issue that is the subject of a dispute under the Agreement, and use good faith efforts to resolve the matter through negotiation. If the matter has not been resolved within sixty (60) calendar days, then any controversy or claim arising out of or relating to the Agreement, or the breach thereof, to the extent not otherwise resolved through the negotiation process described in this Section, may be settled by litigation. Venue for any such litigation shall be in the courts having jurisdiction in Tulare County, California.
o. Independent Contractor. In the performance of this Agreement, SPADE ENTERTAINMENT and the agents and employees of SPADE ENTERTAINMENT shall act in an independent capacity and not as officers or employees or agents of CITY. All employees and agents hired or retained by SPADE ENTERTAINMENT are employees and agents of SPADE ENTERTAINMENT and not of CITY. CITY shall not be obliged in any way to pay any wage claims or other claims made against SPADE ENTERTAINMENT by any such employees or agents, or any other person resulting from the performance of this agreement. p. Modifications and Approval of Agreement. This Agreement including the exhibits hereto, contains and embraces the entire Agreement between the parties hereto and neither it nor any part of it may be changed, altered, modified, limited, or extended orally or by any Agreement between the parties unless such Agreement be expressed in writing, signed and acknowledged by CITY and SPADE ENTERTAINMENT, or their successors in interest.

Notwithstanding any of the provisions of this Agreement, the parties may hereafter, by mutual consent expressed in writing, agree to modifications thereof, additions thereto, or terminations thereof, which are not forbidden by Law.

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claiming party becomes aware of the same, and if the claiming party-fails to so notify the other party of the occurrence of a Force Majeure Event causing such delay and the other party shall not otherwise be aware of the Force Majeure Event, the claiming party shall not be entitled to avail itself of the provisions for the extension of performance contained in this paragraph. r. No Presumption Regarding Drafter. The terms and provisions of this Agreement have been thoroughly negotiated and discussed between CITY and SPADE ENTERTAINMENT. This document reflectstheir mutual agreementregarding the subject matter of this document. Because of the nature of such negotiations and discussions, neither CITY nor SPADE ENTERTAINMENTshall be deemed or construed to be the drafter of this Agreement. Therefore, no presumption for or against the drafter shall be applicable for interpreting or enforcing the terms contained therein.
s. Taxes, Assessments and Fees. If any ad valorem real and personal property taxes assessed against the Amphitheater are assessed as a result of the operation of the Amphitheater by SPADE ENTERTAINMENT, then such shall be responsibility of SPADE ENTERTAINMENT.

CITY shall have the right in good faith to contest any such taxes, charges and assessments.

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t. Assignment. SPADE ENTERTAINMENT may not assign or transfer any of its rights or obligations under this Agreement without CITY'sCITY’s prior written consent. SPADE ENTERTAINMENT may assign its rights or obligations under this Agreement to a lawfully organized business operated by a current owner of SPADE ENTERTAINMENT if s/he has at least a 50 percent ownership interest in the assignee business. The assignee is subject to all of the terms and conditions of this Agreement. Any attempted assignment or transfer in violation of the foregoing will be null and void.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

SPADE ENTERTAINMENT: CITY:

SPADE ENTERTAINMENT LLC, a Limited City of Tulare
Liability Company registered to transact
business in California
By: _________________________ ____________________________ By:
_____________________________________________________
Name: _______________________ __________________________ Name:
_________________________________________________
Title: ________________________ ___________________________ Title:
___________________________________________________
Date: ________________________ ___________________________ Date:
___________________________________________________
APPROVED AS TO FORM:

By: ___________________________

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ATTEST:

By: ___________________________

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EXHIBIT A

DEFINITIONS
Wherever used in this Agreement, the capitalized terms in this Section shall have the following meanings:
"“Affiliate"” means with respect to any person or entity, any other person or entity controlling, controlled by, or under common control with the person or entity in question. For purposes hereof, the term "“control"” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of any person or entity, or the power to veto major policy decisions of any person or entity, whether through the ownership of voting securities, by agreement, or otherwise. "“Approvals"” means all licenses, certificates (including certificates of occupancy), consents, variances, waivers, authorizations, permits and similar approvals required for the operation, management, maintenance, or occupancy of the Amphitheater issued by any governmental authorities having jurisdiction over the Amphitheater, or by private parties or associations under any Land Use Requirement. "“Business Day"” means any weekday except for those weekdays that the CITY offices are closed (a "“Holiday").”). Should this Agreement require an act to be performed or a notice to be given on a Saturday, Sunday, or Holiday, the act shall be performed or notice given on the following Business Day. "“Commencement Date"” means the date upon which both parties have executed this Agreement. "“Concert Event"” is defined as any ticketed performance with musical entertainment as the main purpose of Event (1) produced directly by SPADE ENTERTAINMENT; (2) produced by a third party who has rented the venue through SPADE ENTERTAINMENT; or (3) produced by SPADE ENTERTAINMENT through a partnership agreement with a third party.
"“Event"” is defined as any planned function or activity held primarily for entertainment purposes, regardless of whether such activity is: ( 1) private or open to the public; or (2) requires payment of a fee or is no cost to attend. "“Event"” also includes the rental of the Amphitheater to a third party for an Event. All Events must be consistent with CITY adopted Zumwalt Park Amphitheater Policies. "“Non-Concert Event"” is defined as any ticketed or non-ticketed event not qualifying as a Concert Event defined above.
"“Force Majeure Event"” shall mean: (a) governmental action or restriction, regulation, or control, failure of power, water, fuel, electricity or other utilities, riots, insurrection, civil commotion, enemy or terrorist action, war, acts of God,fireor other casualty; or (b) any other matter, cause or circumstance which is beyond the un foreseeable reasonable control of a Party and which materially and adversely affects the performance by the affected Party of the terms and provisions of this Agreement, in each case with respect to the party alleging or claiming the benefit of "“Force Majeure Event,",” to the extent the same has not arisen by reason of any breach by such Party (or any other person for whom such party is responsible) of any of such Party'sParty’s obligations under this Agreement; provided, that a Party'sParty’s lack of funds shall not

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constitute a "“Force Majeure Event"”
"“Insurance Requirements"” means all present and future rules, regulations, or orders of any national or local Board of Fire Underwriters or other similar body, or any terms of any existing policies of insurance on or regarding the Amphitheater.
"“Laws"” means all laws, statutes, ordinances, codes, regulations, decrees and orders of a governmental authority.
"“Master Calendar of Events"” is defined as a complete list of all dates and times which an event will occur at the Amphitheater in which SPADE ENTERTAINMENT is responsible for. "“Operating Season"” is defined as January 1st through December 31st. "“Routine Maintenance"” shall include the work required to keep the Amphitheater in a safe and sanitary condition in accordance with industry standards and free of trash, garbage, or obstructions of any kind. The following are examples of Routine Maintenance: janitorial services, trash removal, and restroom cleaning.

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EXHIBIT B

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SCHEMATIC OF PREMISES

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EXHIBIT C

CITY PROVIDED EQUIPMENT LIST

1. Portable tables

2. Chairs for venue seating

3. Folding chairs

4. EZ-Ups

5. Ice chests

6. Portable communication radios

7. Gator

8. Stage Lift Equipment

9. Beer Truck

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EXHIBIT D

SPADE ENTERTAINMENT OPERATING BUDGET (ATTACHED)

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ZUMWALT PARK AMPHITHEATER

MANAGEMENT AND OPERATING AGREEMENT

THIS ZUMWALT PARK AMPHITHEATER MANAGEMENT AND OPERATING AGREEMENT (“Agreement”) is made at Tulare, California as of 2023, by and between the City of Tulare, a municipal corporation (“CITY”) and SPADE ENTERTAINMENT, LLC, a limited liability company registered to transact business in California who agree as follows:

WHEREAS, CITY owns real and personal property known as the Zumwalt Park Amphitheater venue, as shown in Exhibit B, incorporated herewith by reference (collectively referred to herein as the “Amphitheater”); and
WHEREAS, CITY intends to construct the Amphitheater and if complete, seeks to have entertainment options available in the Amphitheater; and WHEREAS, SPADE ENTERTAINMENT’s principals have considerable expertise in the operation, management and production of entertainment events, concerts and concert venues; and
WHEREAS, SPADE ENTERTAINMENT is interested in managing and operating the Amphitheater for CITY; and
WHEREAS, CITY and SPADE ENTERTAINMENT’s desire to enter into an Agreement for the management and operation of the Amphitheater; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

I. DEFINITIONS. Capitalized terms used but not defined herein shall have the meaning set forth in Exhibit A incorporated herewith by reference.

II. AMPHITHEATER AND USE OF ZUMWALT PARK
a. Appointment. During the term of this Agreement: (i) CITY (1) authorizes SPADE ENTERTAINMENT to access the Amphitheater, and (2) engages and appoints SPADE ENTERTAINMENT as the manager and operator of the Amphitheater, with the requirements, restrictions, responsibilities and obligations, and on the terms and conditions, set forth in this Agreement; and (ii) SPADE ENTERTAINMENT, by its execution of this Agreement, does hereby accept such appointment. b. SPADE ENTERTAINMENT Representative. SPADE ENTERTAINMENT shall at all times designate a Representative for the Amphitheater, and shall immediately replace any named Representative who is no longer employed by SPADE ENTERTAINMENT. SPADE ENTERTAINMENT may change the identity of the Representative at any time by written notice to CITY. Without limiting the obligations of SPADE ENTERTAINMENT otherwise set out in this Agreement, the Representative shall coordinate the functions and services of SPADE ENTERTAINMENT hereunder and shall perform certain SPADE ENTERTAINMENT functions and services required to be performed by SPADE ENTERTAINMENT hereunder. The Representative shall be an agent of SPADE ENTERTAINMENT. Notwithstanding the foregoing, all obligations of the Representative hereunder shall be obligations of SPADE ENTERTAINMENT hereunder.

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c. Use of the Amphitheater.
i. SPADE ENTERTAINMENT’s agrees to use the Amphitheater primarily for entertainment purposes. The use of the Amphitheater shall not adversely affect the public’s use and enjoyment of the remainder of Zumwalt Park, or the public’s use and enjoyment of the Amphitheater when SPADE ENTERTAINMENT is not managing or producing an Event at the Amphitheater. SPADE ENTERTAINMENT shall return control of the Amphitheater to CITY within twelve (12) hours after the end of each Event, unless otherwise agreed upon by the parties.
ii. SPADE ENTERTAINMENT shall not use the Amphitheater in whole or in part during the term of this Agreement for any purpose other than as herein set forth without the prior written consent of CITY.
iii. CITY’s Right of Access. CITY and its representatives shall have the right to enter and inspect the Amphitheater at any time. CITY shall have the right, subject to the terms below, to use the Amphitheater at any time SPADE ENTERTAINMENT is not using the Amphitheater for an Event. d. Public Access. When either SPADE ENTERTAINMENT or the CITY are not using the Amphitheater for an Event, the Amphitheater will be open and accessible to the public.
e. Emergency Access. SPADE ENTERTAINMENT shall ensure emergency personnel have access to all areas of the Amphitheater at all times during their use of the Amphitheater.

III. TERM. A three-year agreement with two additional three-year mutual option terms; conditions to be discussed and possibly renegotiated. Unless earlier terminated as expressly provided herein, the term of this three-year Agreement shall be from the date of issuance of certificate of occupancy of the completed Amphitheater. a. Matching Right. If, after the term of this Agreement and the two additional mutual three-year options; the CITY in its sole discretion opts to continue operating the Amphitheater through a third party, SPADE ENTERTAINMENT may participate in the CITY’s competitive selection process. Provided SPADE ENTERTAINMENT has performed its obligations under this Agreement to the satisfaction of CITY and submits a timely response to the request for proposals, SPADE ENTERTAINMENT has the right to match any third-party offer received by CITY prior to, or within six months of the termination of this Agreement. The matching right applies if SPADE ENTERTAINMENT’s proposal is equally as favorable to CITY in all aspects of the evaluation criteria.
b. Contingent Term. The parties understand and agree that the term of this contract is contingent on the CITY redeveloping/constructing the Amphitheater from its current condition. The parties further agree that redeveloping/constructing the Amphitheater may require approvals and funding which are uncertain. In the case where the Amphitheater is not fully redeveloped/constructing, the parties agree that this agreement shall not be of any effect and in that circumstance, CITY shall not be liable to any form of damages to SPADE ENTERTAINMENT. The CITY shall provide

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SPADE ENTERTAINMENT with a “Notice to Proceed” which shall indicate the start date of the term.

IV. MANAGEMENT AND OPERATION OF ZUMWALT PARK AMPHITHEATER a. SPADE ENTERTAINMENT Rights and Obligations.
i. Starting upon execution of this Agreement by both parties (“Commencement Date”) and during the term of this Agreement, SPADE ENTERTAINMENT shall manage and operate the Amphitheater, in accordance with the terms and requirements of this Agreement.
ii. SPADE ENTERTAINMENT shall produce a minimum of (12) twelve Events for the first year of operation along with private rentals. The ultimate goal is for the venue to host twenty family friendly oriented events per year along with private and public rentals.
iii. SPADE ENTERTAINMENT has the exclusive right to book Events at the Amphitheater up to 365 days per year during the duration of the contract, except for those specific days withheld for use by CITY or not booked for an Event by SPADE ENTERTAINMENT.
iv. SPADE ENTERTAINMENT shall be solely responsible for the production of all Events, excluding CITY-produced Events. Currently planned CITYproduced annual Events include the following:

1. Annual Egg Hunt (Thursday Before Easter Sunday)

2. Kids Day in the Park (Third Saturday in August)

3. Cherry Festival (Second Saturday in May)

4. Summer Concerts in the Park (Wednesday’s May-July)

VI. RIGHT OF FIRST REFUSAL. SPADE ENTERTAINMENT has the first-right-ofrefusal for all third-party requests to use the Amphitheater. When the CITY receives a request for use in accordance with the CITY’s Amphitheater Policies, CITY will notify SPADE ENTERTAINMENT. SPADE ENTERTAINMENT will then notify CITY within seven (7) calendar days whether SPADE ENTERTAINMENT will manage the Event. If SPADE ENTERTAINMENT does not timely notify CITY of its decision, or rejects the request, the CITY may produce the Event.
a. SPADE ENTERTAINMENT shall provide CITY an up-to-date Master Calendar of Events on the first working day of each month.
b. SPADE ENTERTAINMENT will work with Tulare community groups in a good faith attempt to avoid an adverse impact on community group’s not-for-profit events in proximity to the Amphitheater.

VII. EVENT TICKETS. SPADE ENTERTAINMENT shall be solely responsible for all

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ticket sales and management of ticketing software for all Events, excluding CITY produced Events. SPADE ENTERTAINMENT will provide CITY ten (10) tickets to all ticketed Events, at no charge to CITY, at least seven days prior to the Event.

VIII. REFUND/EXCHANGE. Excluding CITY-produced Events, should an Event be cancelled by an Artist or due to a Force Majeure event and not rescheduled to occur during the same Operating Season, SPADE ENTERTAINMENT shall issue refunds or exchanges for tickets sold to the Event. The refund policy for each Event shall be clearly stated to purchasers at the time of purchase and shall be printed on tickets issued.

IX. STAFFING AND PERSONNEL. SPADE ENTERTAINMENT shall be solely responsible for providing all necessary staffing for all Events, except CITY-produced Events.
a. Staffing shall meet CITY’s minimum requirements for Events, including all security services staff and emergency medical staff. The minimum requirements will be determined by the CITY in its sole discretion, based upon the type of Event to be held. b. SPADE ENTERTAINMENT shall fully comply with all Laws pertaining to SPADE ENTERTAINMENT’s employees, including, but not limited to, those regarding antidiscrimination, workers’ compensation, employer’s liability insurance, immigration, social security, unemployment insurance, hours of labor, wages, working conditions and all other employer-employee related subjects (including, without limitation, tax withholding and information reporting requirements), and SPADE ENTERTAINMENT shall not do any act, nor permit any act to be done that would constitute a violation of any of such Laws.
c. SPADE ENTERTAINMENT represents that it is and will continue to be an equal opportunity employer and shall advertise as such, and that SPADE ENTERTAINMENT shall not engage in any form of discrimination in the employment or hiring as independent contractors, of any personnel, including, without limitation, discrimination as to race, color, creed, religion, age, gender, marital status, sexual preference, national origin or physical disability. SPADE ENTERTAINMENT shall indemnify and hold CITY harmless from and against any Loss of whatsoever kind and nature which may be asserted by any governmental entity or person by reason of any act or failure to act by SPADE ENTERTAINMENT in accordance with or in violation of any said Laws if such act or failure to act is not caused or directed by CITY. All employment arrangements are solely SPADE ENTERTAINMENT’s concern and CITY shall have no liability with respect thereto.
d. All matters pertaining to the employment, supervision, compensation, promotion and discharge of SPADE ENTERTAINMENT’s employees, including, but not limited to, the immigration status of each employee, are the responsibility of SPADE ENTERTAINMENT, which is in all respects the employer of such employees. Except for third-party vendor(s) providing services under a service contract(s) as provided for herein, all personnel responsible for providing services under the terms of this Agreement shall be direct employees or independent contractors of SPADE ENTERTAINMENT or Affiliates of SPADE ENTERTAINMENT, and SPADE ENTERTAINMENT shall, for purposes of such employment relationship, be acting as an independent contractor and not as an agent or employee of CITY.

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X. SUB-CONTRACTING.
a. SPADE ENTERTAINMENT may subcontract with a third party to provide any of the operations services described in herein for an Event, with CITY approval which shall not be unreasonably withheld.
b. SPADE ENTERTAINMENT shall have the right to rent the Venue to a third party for Events. SPADE ENTERTAINMENT shall provide a copy of the form rental agreement(s), procedures, policies and fees to CITY for its review and approval prior to the first rental of the Amphitheater for an Event.
c. SPADE ENTERTAINMENT will provide a vendor list and have the right to enter into a partnership agreement with a third party to produce an Event, with CITY approval.
d. SPADE ENTERTAINMENT is not authorized to negotiate or enter into any agreements on CITY’s behalf.
e. SPADE ENTERTAINMENT shall disclose the subcontractors, including principals, of any vendor or business transaction to the City.

XI. NON-DISCRIMINATION-ACCESS.
a. SPADE ENTERTAINMENT, its employees, or agents, in the management or operation of the Amphitheater, shall not discriminate because of race, color, ancestry, national origin, religion, creed, age (over 40), disability (mental and physical), sex, gender (including pregnancy, childbirth, breastfeeding or related medical conditions), sexual orientation, gender identity, gender expression, medical condition, genetic information, marital status, military or veteran status, against any person by refusing to furnish any such person any accommodation, facility, service or privilege offered to or enjoyed by the general public.
b. SPADE ENTERTAINMENT shall provide disabled persons’ access to the Amphitheater as required by applicable Law. SPADE ENTERTAINMENT shall ensure that visitors with disabilities will have access to all of the services provided through the Amphitheater in accordance with the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, California Government Code Sections 4450 et. seq. and 7250, and any other applicable Law now in effect or coming into effect anytime hereafter, provided that, to the extent applicable Law requires permanent alterations to the Amphitheater, such alterations shall be at the sole discretion and expense of the CITY.
c. SPADE ENTERTAINMENT may refuse to allow guest participation at the Amphitheater for good cause, and not in violation of any Laws, or the terms of this Agreement. If access is denied, SPADE ENTERTAINMENT will notify CITY within 24 hours.

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b. SPADE ENTERTAINMENT may sell alcoholic beverages at all Events excluding CITY-produced Events, with CITY approval, which approval shall not be unreasonably withheld. Proof of liquor liability insurance satisfactory to the CITY will be required.
c. Alcohol sales and service shall be in compliance with all Laws. The Operator will be responsible for all alcohol sales including staff training and compliance with ABC requirements and all Food and Beverage sales are the responsibility of the Operator. d. Alcohol sales shall be limited to beer, Pre-Mixed drinks and wine-based beverages. The maximum size for each beverage shall be: Beer - sixteen (16) ounces; Wine - nine (9) ounces; and Wine or Beer-based and Mixed Drinks - twelve (12) ounces.

XIII. STAFFING AND PERSONNEL. SPADE ENTERTAINMENT shall be solely responsible for providing all necessary staffing for all Events, except CITY-produced Events.

XIV. SPADE ENTERTAINMENT – QUALITY OF OPERATIONS. SPADE ENTERTAINMENT shall perform all of the duties normally associated with the operation of an Amphitheater and shall operate the Amphitheater in the manner that is customary and usual to such an operation and consistent with generally accepted professional procedures and standards, including but not limited to the following:
a. SPADE ENTERTAINMENT shall operate the Amphitheater in a safe and efficient manner. SPADE ENTERTAINMENT shall maintain a written Emergency Action Plan and provide its employees with training designed to reduce the risk of injury to employees or guests. The training program shall, as applicable, involve CITY’s emergency responders.
b. SPADE ENTERTAINMENT shall operate the Amphitheater in a manner that is in compliance with all applicable Laws, CITY policy, and the terms of this Agreement. c. SPADE ENTERTAINMENT shall use its best efforts to ensure its employees, contractors and agents working at the Amphitheater wear appropriate apparel, are courteous, and exhibit good customer service.
d. SPADE ENTERTAINMENT will maintain trained and competent personnel for the management and operation of the Amphitheater, in accordance with any generally applicable industry standards for staffing. SPADE ENTERTAINMENT shall have in its employ at all times a sufficient number of capable employees to enable it to properly, adequately, and safely manage and operate the Amphitheater. e. SPADE ENTERTAINMENT shall monitor whether or not the management and operation of the Amphitheater is in compliance with all SPADE ENTERTAINMENT obligations.
f. In no event shall the scope or quality of the services provided by SPADE ENTERTAINMENT be less than those generally performed by professional managers of similar properties in the industry.
g. SPADE ENTERTAINMENT shall make available to CITY the full benefit of the judgement, experience and advice of members of SPADE ENTERTAINMENT

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regarding the management, operation, and production of Events. h. SPADE ENTERTAINMENT will draft Standard Operating Procedures and an Emergency Action Plan for the safe operation of the Amphitheater. SPADE ENTERTAINMENT shall provide copies of such Procedures and Plans, and all updates thereto, to CITY.
i. SPADE ENTERTAINMENT shall use its best efforts to operate the Amphitheater in a manner that is compatible with the interests of CITY, the surrounding community and the patrons of the Amphitheater, consistent with this Agreement. j. SPADE ENTERTAINMENT shall be available for communication with CITY, including without limitation attending periodic meetings with CITY at times and locations designated by CITY.
k. SPADE ENTERTAINMENT shall keep CITY advised of items that affect the Amphitheater in any significant manner.
l. SPADE ENTERTAINMENT shall provide to CITY written documentation of all incidents involving personal injury, property damage, or criminal activity that take place at Events at the Amphitheater, within 24 hours of their occurrence, with the exception of CITY-sponsored Events. SPADE ENTERTAINMENT shall promptly report all criminal activity to the Tulare Police Department.

XV. CITY RIGHTS AND OBLIGATIONS.
a. CITY shall designate one or more CITY Staff members as SPADE ENTERTAINMENT liaison for all communications and scheduling with all CITY Departments. b. CITY shall have final approval of all artists prior to SPADE ENTERTAINMENT entering into a contract with an artist for an Event at the Amphitheater. SPADE ENTERTAINMENT shall submit a list of desired talent by January 15th of each Operating Season for CITY review and approval. Any additional talent not listed must be reviewed and approved by CITY. CITY will review and approve/deny within two (2) business days of SPADE ENTERTAINMENT’s submittal of the list to CITY. c. CITY shall retain responsibility and control over the Amphitheater for all days not reserved by SPADE ENTERTAINMENT for an Event, provided, however, that CITY agrees to grant SPADE ENTERTAINMENT access to the Amphitheater up to a minimum of two (2) days prior to each Event, which shall be determined between the parties prior to each Event. SPADE ENTERTAINMENT shall indicate on the Master Calendar when access to the Amphitheater in advance of an Event is needed. d. CITY shall have the right to reserve the Amphitheater to host up to ten (10) Events each Operating Season.
e. CITY shall submit a request to SPADE ENTERTAINMENT for CITY’s selected dates by the 30th day of October of the prior year . CITY will receive those requested days unless SPADE ENTERTAINMENT has an existing conflict with an executed or pending contract with Artist or a third-party renter for an Event on the same date(s), in which case the Parties will meet and confer to identify a suitable alternative date(s) for the CITY-produced Event(s).

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f. CITY shall have the right throughout each Operating Season, to select additional dates for use by CITY up to 120 days in advance, when SPADE ENTERTAINMENT has no Events scheduled on the Master Calendar for that date(s). Such additional CITY-produced Events shall be for free public Events or Events in which SPADE ENTERTAINMENT has opted not to produce the Event.
g. CITY shall be solely responsible for all parking operations at the Amphitheater, for all Events.
h. CITY will review and comment on any SPADE ENTERTAINMENT proposed form agreements, procedures, and policies, within twenty-one (21) days from submittal to CITY.

XVI. EQUIPMENT.
a. CITY will provide SPADE ENTERTAINMENT with the materials and equipment identified in Exhibit C incorporated herewith by reference, for use in operating the Amphitheater, which shall remain the sole and exclusive property of CITY. This Equipment will be provided if available, upon timely request, which is at least fourteen (14) calendar days prior to the desired date for use.
b. At the termination of this Agreement, SPADE ENTERTAINMENT shall return the equipment identified in Exhibit C to CITY, in the same condition as when it was received by SPADE ENTERTAINMENT, with the exception of ordinary wear and tear.

XVII. MAINTENANCE, REPAIR, AND IMPROVEMENTS.
a. Maintenance /Repair.
i. SPADE ENTERTAINMENT’s obligations:

1. SPADE ENTERTAINMENT shall be solely responsible for Routine Maintenance of the Amphitheater following all Events, excluding CITY-produced Events. SPADE ENTERTAINMENT shall return the Amphitheater to its pre-Event condition within twelve hours of the Event, unless otherwise agreed upon by the Parties.

3. SPADE ENTERTAINMENT shall be solely responsible for any and all repairs to the Amphitheater resulting from SPADE
ENTERTAINMENT use, with the exception of normal wear and tear.

CITY will appoint staff to walk through the Amphitheater with SPADE ENTERTAINMENT after each non-CITY-sponsored Event.

CITY will provide notice of damage in writing, within 48 hours of Event/walk-through to SPADE ENTERTAINMENT. If SPADE
ENTERTAINMENT, its officers, agents, employees, artists, artists

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agents, or patrons of the Amphitheater cause injury or damage to the Amphitheater, SPADE ENTERTAINMENT shall promptly replace or repair the damage or cause the damage to be repaired to the reasonable satisfaction of the CITY.
ii. CITY’s obligations:

1. CITY is responsible for Routine Maintenance of the Amphitheater for CITY-produced Events.

3. General Amphitheater maintenance and repairs due to normal wear and tear, including any damage to Amphitheater unrelated to SPADE ENTERTAINMENT use.

XVIII. IMPROVEMENTS
a. If SPADE ENTERTAINMENT elects to make improvements to the Amphitheater the improvements must be approved by the City and installed in a manner to avoid causing damage to the Amphitheater. The improvements will become the property of the City at the termination of the Agreement. If the improvements require City permits, Approvals or inspections, the City will facilitate the permit/approval/inspection process and will waive the City’s fee(s).
b. CITY has no obligation to construct any capital improvements at the Amphitheater through the term of this Agreement.

XIX. MARKETING. SPADE ENTERTAINMENT shall be solely responsible for marketing all non-CITY sponsored Events, as well as marketing the Amphitheater for use as an Event location.
a. Until the City establishes “Naming Rights” to the Amphitheater, SPADE ENTERTAINMENT shall market the Amphitheater under the name “Zumwalt Park Amphitheater.” SPADE ENTERTAINMENT may utilize branding and logo provided by CITY, or SPADE ENTERTAINMENT may utilize other branding and logo, if that branding and logo are approved by the CITY. If SPADE ENTERTAINMENT uses branding or logo for the Amphitheater in addition to that provided by the CITY, SPADE ENTERTAINMENT shall transfer the additional branding/logo/copyright/trade or service marks and all rights thereto, to CITY upon termination of this Agreement. b. Customer data/lists. All customer lists and records generated by SPADE

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ENTERTAINMENT pertaining to the management and operation of the Amphitheater under this Agreement, whether in existence at the commencement of SPADE ENTERTAINMENT’s operation of the Amphitheater or compiled thereafter, shall be treated as the property of SPADE ENTERTAINMENT. CITY and SPADE ENTERTAINMENT shall each control their respective customer lists, records or similar information pertaining to the Amphitheater. The parties may mutually agree to distribute advertising for CITY and SPADE ENTERTAINMENT’s Events to the other party’s customer database. SPADE ENTERTAINMENT’s database shall not be sold, rented, leased or distributed in any way to a third party. c. SPADE ENTERTAINMENT’s marketing of the Amphitheater shall be family- friendly.

XX. SPONSORSHIPS. SPADE ENTERTAINMENT shall be responsible for acquiring and managing all sponsorships. All sponsors are subject to the approval of CITY, which approval shall not be unreasonably withheld, however, it shall not be unreasonable for the CITY to withhold or revoke approval for sponsors which the City Council determines do not meet acceptable community standards. SPADE ENTERTAINMENT will have 80% sponsorship split after expenditures.
a. The CITY retains the naming rights and proceeds therefrom to the Amphitheatre and will work cooperatively with SPADE in determining the appropriate level of compensation for said naming rights. This shall not interfere with SPADE ENTERTAINMENT’s use of the name under Section XVIII.
b. CITY shall remove all existing sponsor signage from Amphitheater within thirty (30) days from the date of expiration or termination of each existing sponsorship agreement. c. SPADE ENTERTAINMENT shall provide CITY with copies of all sponsorship agreements entered within thirty (30) days of signing.
d. The placement and removal of sponsorship signage at the Amphitheater shall be approved by the CITY in advance.
e. CITY will advertise Events through CITY’s digital marquees at the Amphitheater, subscriber email system and social media accounts upon a timely request from SPADE ENTERTAINMENT without charge, whenever feasible. An advertising request is timely if all final advertising copy to be distributed is provided to CITY in a form acceptable to CITY at least thirty (30) calendar days prior to SPADE ENTERTAINMENT’s desired date for distribution. CITY reserves the right to deny any request. include advertising on billboards that the City has advertising rights to (if applicable).

XXI. ZUMWALT PARK AMPHITHEATER WEBSITE
a. WEBSITE. Website content relating to the management and operation of the Amphitheater by SPADE ENTERTAINMENT is subject to the review and approval of the CITY. At the expiration or early termination of this Agreement, or if in CITY’s sole discretion SPADE ENTERTAINMENT’s use of the website is not within generally-accepted industry standards, SPADE ENTERTAINMENT’s use of the website content shall cease and SPADE ENTERTAINMENT shall transfer the website content to the CITY for its use.

XXII. TRADE OF SERVICE MARKS
a. Any names, logos, trademarks and/or copyrights developed during the term of this

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Agreement that in any way associate, identify, or implicate an affiliation with the Amphitheater or CITY shall be approved by CITY prior to registration or use, shall belong to CITY upon creation, and shall continue in CITY’s exclusive ownership upon expiration or early termination of this Agreement, excluding any marks not exclusively associated with the Amphitheater or the CITY.
b. SPADE ENTERTAINMENT and its representatives, upon reasonable advance notice to CITY, shall have full access to records, information and materials related to the use of CITY Marks as reasonably necessary for CITY to verify such use meets the applicable quality standards of CITY.

XXIII. AMPHITHEATER OPERATING FINANCIALS
a. SPADE ENTERTAINMENT Operations Costs & Revenues
i. Except as otherwise expressly agreed to in the Agreement, SPADE ENTERTAINMENT shall be responsible for all Event operations costs, which includes all costs associated with Event operations not otherwise addressed in the Agreement, and shall retain all revenue from Event operations. ii. SPADE ENTERTAINMENT shall be responsible for twenty percent (20%) of the hourly overtime rate for five hours ($60 per hour x 5 hours = 600 per officer x 20%) for use of two officers of Tulare Police Department for all Events.

Officers will be on site the entire four hours. In the absence of City wide security policy, SPADE shall prepare a security plan, subject to approval by CM, PD and Fire.
iii. SPADE ENTERTAINMENT shall be responsible for acquiring and managing all sponsorships and shall retain 80 percent of all gross revenue, excluding inkind services or donations, from sponsorships. All sponsorship agreements shall terminate upon termination of this Agreement.
iv. SPADE ENTERTAINMENT shall pay to CITY for each Ticketed Concert Event according to the following:

Ticket Price City Fee
$25.00 or less $1.00 per ticket
$25.01 to $50.00 $2.00 per ticket
$50.01 and above $3.50 per ticket
This fee shall not be published in connection with the sale of tickets (i.e., on SPADE ENTERTAINMENT’s website, at the time of ticket purchase, or on the tickets issued to purchasers). SPADE ENTERTAINMENT shall provide City with a report of tickets issued through a third-party (i.e., Ticketmaster or Eventbrite) within seven (7) calendar days following each Ticketed Concert Event. The fee above shall be reviewed and negotiated annually by the parties. v. SPADE ENTERTAINMENT shall pay to CITY a rental fee of one thousand

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dollars ($1,000.00) for any non-Concert Event produced by SPADE ENTERTAINMENT or any rental to any third party for any reason. In the case of such rentals, CITY will charge SPADE ENTERTAINMENT one dollar ($1.00) per ticket sold.
vi. SPADE ENTERTAINMENT is responsible for, and will pay all fees associated with music licensing and other permits required for an Event, other than CITYsponsored Events. vii. SPADE ENTERTAINMENT and its subcontractors are responsible for payment of sales tax, if any, associated with Events, other than CITY sponsored Events. viii. SPADE ENTERTAINMENT shall pay the CITY for any and all costs owed to the CITY for each event within fourteen (14) days after the completion or cancellation of each corresponding Event, or upon termination of this Agreement if CITY terminates this Agreement due to SPADE ENTERTAINMENT’s default.
b. CITY Operations Costs, Revenues and Marketing Fees
i. CITY shall be responsible for all operating costs for parking operations and shall retain all revenue from parking operations. The Event parking fee per vehicle shall not exceed fifteen dollars ($15).
ii. CITY shall be responsible for all utility costs on the premises. iii. CITY will pay the Operator one hundred thousand dollars ($100,000.00) for the first year of the agreement for marketing and management purposes (“Marketing Fee”) according to the following schedule:

1. Forty percent (40%) upon receipt of the Notice to Proceed per section III(b).

2. Thirty percent (30%) six (6) months after receipt of the Notice to Proceed per section III(b).

3. Thirty percent (30%) eleven (11) months after receipt of the Notice to Proceed per section III(b).
iv. For any additional years, and any extensions of the agreement the Marketing Fee shall be seventy five thousand dollars ($75,000.00) per year paid at the start of the annual term. All marketing and management funds will be used for marketing purposes including news print, social media, venue promotion, digital media, radio, television, billboard campaigns, interviewing talent, magazines, etc. v. Nothing in this Agreement prevents the City Council of the City of Tulare from implementing a “Use Tax” on the sales of tickets and the CITY acknowledges that in the event such “Use Tax” is adopted by the City Council, the payment to the CITY under Section XXII(a)(iii) shall be discontinued. c. Artist Contract Deposit Advance
i. CITY shall make available, an Artist Contract Deposit Advance totaling up to one hundred and fifty thousand dollars ($150,000.00) to be used by SPADE ENTERTAINMENT for contract deposits necessary to secure Artists for Events.

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These funds will be available to SPADE ENTERTAINMENT upon documented request with the executed contract supporting the amount of the advance requested, within thirty (30) days of execution of this Agreement. ii. SPADE ENTERTAINMENT shall reimburse CITY for each Artist Contract Deposit within thirty (30) days after the completion or cancellation of each corresponding Event, or upon termination of this Agreement if CITY terminates this Agreement due to SPADE ENTERTAINMENT’s default.
iii. SPADE ENTERTAINMENT shall be solely responsible for ensuring that the Artist Contract Deposits Advance is repaid to the CITY in full at the end of each Operating Season.
iv. CITY shall make the Artist Contract Deposit Advance available to SPADE ENTERTAINMENT until December 31st each year of the term. CITY may choose to maintain the availability of the Artist Contract Deposit Advance into future Operating Seasons at CITY’s sole discretion.

XXIV. FINANCIAL REPORTING.
a. The 2024 Operating Budget for calendar year ending 12/31/2024 is attached to this Agreement as Exhibit D. SPADE ENTERTAINMENT will provide City with a copy of their Operating Budget by October 1 each year of the Term. b. In addition to the ticket sales reports provided to CITY pursuant to above, SPADE ENTERTAINMENT shall keep an accurate record of sales and attendance (including comped tickets) at SPADE ENTERTAINMENT managed or produced Events. Such records shall be made available to CITY upon request.
c. SPADE ENTERTAINMENT shall provide CITY with a quarterly report of sponsorships which is due to CITY thirty (30) days after the close of each calendar quarter d. Following delivery of each Amphitheater Report, SPADE ENTERTAINMENT shall consult with CITY to discuss the issues raised in the report or other topics of concern to CITY
e. SPADE ENTERTAINMENT shall also provide any written reports and information which may be reasonably requested by CITY from time to time f. SPADE ENTERTAINMENT shall designate Tulare as the point of sale on their Seller’s Permit.

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injury and personal & advertising injury with limits no less than $2,000,000 per occurrence.
ii. Annual aggregate limit of $2,000,000.
iii. Products-components/operations aggregate of $1,000,000. iv. Personal and Advertisement Injury (with employment exclusion deleted) of $1,000,000.
v. Contractual Liability: bodily injury $1,000,000 each occurrence; property damage of $1,000,000 each occurrence;
vi. Explosion, collapse, underground.
vii. Claims made policies are not acceptable.
viii. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001, on an “occurrence” basis. b. Commercial Crime Insurance: At its sole expense, SPADE ENTERTAINMENT agrees to maintain in force during the term of this Agreement commercial crime insurance, to include coverage for employee dishonesty, forgery or alteration and theft, disappearance and destruction and meet the following:
i. Coverage shall be on a blanket basis;
ii. Limits shall be equal to $1,000,000 per occurrence; and iii. Insurance on the improvements, fixtures, furnishings and equipment of SPADE ENTERTAINMENT on the Amphitheatershall be in an amount adequate to insure the replacement and/or removal of said property in the event of Loss. c. Property Insurance:
i. All Risk Coverage. CITY shall obtain and keep in force a policy of insurance covering loss or damage to the Amphitheater, the Amphitheater improvements, the capital improvements and all furniture, fixtures and equipment in the amount of the full replacement value thereof, as the same may exist from time to time, against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief and special extended perils (“all risk,” as that term is known in the insurance industry), but excluding damage due to flood, earthquake or terrorist activities. CITY is not obligated to rebuild the Amphitheater following destruction or a casualty Loss.
ii. Workers’ Compensation: At its sole expense, SPADE ENTERTAINMENT agrees to maintain in force during the term of this Agreement, Workers Compensation on a State of California approved policy form providing statutory benefits as required by California law with employer’s liability insurance, with minimum limits of $1,000,000 per occurrence.
iii. General conditions pertaining to provision of insurance by ST PRODUCTIONS Insurance procured pursuant to these requirements shall be written by insurers that are authorized to transact the relevant type of business in the State of California and with an AM. Best’s rating of A:VII

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iv. Additional Insured Status. CITY, its officers, agents, officials, employees and volunteers are to be covered as additional named insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of SPADE ENTERTAINMENT, including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
v. Primary Coverage. For any claims related to this Agreement or the Amphitheater Operations, SPADE ENTERTAINMENT’s insurance coverage shall be primary with coverage at least as broad as ISO CG 20 01 04 13 as respects CITY, its officers, agents, officials, employees or volunteers and CITY’s insurance shall be excess of SPADE ENTERTAINMENT’ insurance and shall not contribute to it. vi. Notice of Suspension or Cancellation. Each required insurance policy shall not be suspended or canceled, except with prior written notice to CITY (30 calendar days written notice, ten calendar days if cancellation is due to nonpayment of premium). In the event required insurance is suspended or canceled at any time and no replacement coverage is provided, SPADE ENTERTAINMENT shall immediately cease operation of the Amphitheater, and CITY may declare default, or terminate this Agreement in accordance with the provisions of this Agreement.
vii. Waiver of Subrogation. SPADE ENTERTAINMENT hereby grants to CITY a waiver of any right to subrogation which any insurer may acquire against CITY by virtue of the payment of any Loss under such insurance. SPADE ENTERTAINMENT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. viii. Self-insured retentions must be declared to and approved by CITY. CITY may require SPADE ENTERTAINMENT to provide proof of ability to pay Losses and related investigations, claim administration and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY. ix. Verification of Coverage. SPADE ENTERTAINMENT shall furnish CITY with original Certificate of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to CITY prior to the execution of this Agreement.

However, failure to obtain the required documents prior to the work beginning shall not waive SPADE ENTERTAINMENT’s obligation to provide them.

CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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x. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.
xi. Special Risks or Circumstances. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
xii. All insurance coverage and limits provided by SPADE ENTERTAINMENT are intended to apply to the full extent of the policies.
xiii. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. xiv. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. xv. SPADE ENTERTAINMENT shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) without CITY’s prior written consent.
xvi. Suspension for Lack of Insurance. SPADE ENTERTAINMENT shall immediately cease all operations associated with the Amphitheater in the event of a cancellation or alteration in insurance coverage that does not meet the requirements of this Agreement. If SPADE ENTERTAINMENT’s insurance is suspended or canceled for any amount of time, it shall constitute a default of the Agreement.

XXVI. INDEMNIFICATION AND HOLD HARMLESS AGREEMENT.
a. To the fullest extent permitted by Law, SPADE ENTERTAINMENT shall indemnify, hold harmless and defend CITY, its officers, officials, agents, volunteers and employees against any and all Losses (including but not limited to attorney fees, experts fees and costs of suit), arising indirectly or directly out of SPADE ENTERTAINMENT’s management and/or operation of the Amphitheater, or in any way related to SPADE ENTERTAINMENT’s performance of this Agreement, by reason of its acts or omissions relating to the Amphitheater and/or its obligation pursuant to this Agreement and/or by reason of injury, death, property damage, or any claim arising from the alleged violations of any applicable Law by SPADE ENTERTAINMENT, however caused or alleged to have been caused, provided, however, in no event shall SPADE ENTERTAINMENT be obligated to defend or indemnify CITY with respect to the negligence or willful misconduct of CITY, its officers, agents officials, employees, or volunteers.
b. Should any claims, demands or other legal proceedings be made or instituted by any person against CITY, its officers, officials, agents volunteers and employees, which arise out of any of the matters relating to this Agreement or information in SPADE ENTERTAINMENT’ possession relating to the Amphitheater, SPADE ENTERTAINMENT shall give CITY all pertinent information within its possession and

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reasonable assistance in the defense or other disposition thereof. c. CITY shall indemnify, hold harmless and defend SPADE ENTERTAINMENT, its officers, agents and employees against any and all Losses (including but not limited to attorney fees, experts’ fees and costs of suit), arising from negligent, intentional or reckless acts of CITY, its officers, agents, or employees.

XXVII. LIMITATION OF LIABILITY
a. Except as is otherwise provided herein, except as may be covered by a party’s insurance policies, and except as may arise from a party’s: (i) liability for personal injury; or damage to real or tangible personal property arising from SPADE ENTERTAINMENT’s negligent, illegal or willful misconduct; or (ii) disclosure of confidential, proprietary, or privileged information; or (iii) obligations pursuant to Section XXV (Indemnification), neither party shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages.
b. CITY shall not have any liability for Operational or Financial Losses in the operation of the Amphitheater over the term of this Agreement.

XXVIII. TERMINATION
a. Termination for Convenience. During the term of this Agreement, either party may terminate the Agreement for convenience, without cause, upon 180 days written notice to the other Party. Said notice shall only be given between March 1st and June 30th of each calendar year. The Party that terminates the Agreement for convenience shall be responsible for the actual financial losses of the non-terminating Party resulting from said termination, not to exceed $10,000.00.
b. Liquidated damages. The party terminating for convenience may elect to pay liquidated damages to the non-terminating party in the amount of Ten Thousand dollars ($10,000.00) within thirty (30) calendar days of providing written notice, and the nonterminating party shall accept the payment of liquidated damages as payment in full for any and all losses associated with said termination for convenience. The Parties acknowledge and agree the harm caused by a party’s termination for convenience would be impossible or very difficult to accurately estimate at the time of this Agreement, and the Liquidated Damages are a reasonable estimate of the harm caused by said termination, and do not unreasonably exceed the amount of harm the parties anticipate at the time of this Agreement. The Parties intend the Liquidated Damages to constitute compensation, and not a penalty. Payment of Liquidated Damages by a party terminating this Agreement for convenience is the terminating party’s sole liability and entire obligation, and the non-terminating party’s exclusive remedy. c. Default. Any failure by a Party to this Agreement to observe or perform a provision of this Agreement, where such failure continues for thirty (30) calendar days, or sooner as otherwise detailed herein, after written notice of such failure, shall constitute a default and breach of this Agreement. However, if the nature of the default does not involve a financial obligation and is such that it cannot be reasonably cured within the thirty (30) calendar day period, the offending party shall not be deemed to be in default if an

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effective cure is commenced within the thirty (30) calendar day period and thereafter diligently prosecuted to completion; provided, however, that in no event shall such default remain uncured for more than 90 calendar days. Upon default by either Party, which remains uncured beyond any reasonable notice and cure period as set forth herein, the non-defaulting Party shall have the right to terminate this Agreement by providing written notice to the other Party.
d. CITY may terminate this Agreement immediately, upon written notice to SPADE ENTERTAINMENT for the following:
i. In the event of an accident or accidents resulting from SPADE ENTERTAINMENT’s negligent operation of the Amphitheater which causes severe injury or death.
ii. Due to cancellation of or reduction in any required insurance coverage as provided herein.
iii. For SPADE ENTERTAINMENT’s violation of the assignment provisions of this agreement.
iv. Destruction, casualty or taking of more than ten percent (10%) of the Amphitheater if CITY does not elect to rebuild.
v. The filing of any bankruptcy petition by SPADE ENTERTAINMENT or any permitted assignee, or the filing of any liens against the Amphitheater, if the lien is not removed within 30 days’ notice thereof.
vi. SPADE ENTERTAINMENT not timely reimbursing the City for the artist deposit funds as required above.
e. Effect of Termination. In the event of any termination or expiration of this Agreement:
i. Transition Plan. The CITY and SPADE ENTERTAINMENT shall cooperate in developing a mutually acceptable transition plan. Such transition plan shall establish a date for the transfer of operations, transfer of books, records and financial information for the Amphitheater, the return of all CITY property to the CITY, and other matters deemed necessary or appropriate by the Parties. Prior to such transition, the Parties shall fulfill their responsibilities and obligations described in this Agreement, unless waived in writing by the other Party. ii. SPADE ENTERTAINMENT shall pay the CITY any amount due and owing from the Artist Deposit Advance within 30 days of the CITY’s Notice of Termination for cause/breach of this Agreement.
iii. SPADE ENTERTAINMENT shall remove its property stored or maintained at the Amphitheater within thirty (30) days of termination. In removing SPADE ENTERTAINMENT’s property, SPADE ENTERTAINMENT shall not damage or render inoperable any of the other Amphitheater improvements or capital improvements, attractions, rides and facilities at the Amphitheater. iv. SPADE ENTERTAINMENT shall return CITY purchased equipment, materials and property to CITY within 30 days after the termination of this Agreement.

The items shall be returned in the same condition as they were received, excepting ordinary wear and tear.

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v. Condition of Amphitheater at Termination. At the expiration or earlier termination of this Agreement, SPADE ENTERTAINMENT shall terminate its service and vacate the Amphitheater, leaving all improvements, equipment, fixtures and trade fixtures in good and reasonably clean condition, subject to ordinary wear and tear.
f. Transition Rights. Upon termination or expiration of this Agreement for any reason, CITY will have the right, for a period of 180 days following the date of full or partial termination (the “Transition Period”) to elect to have SPADE ENTERTAINMENT continue to perform the services under this Agreement; and SPADE ENTERTAINMENT shall make available to CITY all other services necessary to ensure a smooth transition of the services to a new vendor, including providing all CITY data and lists in a format reasonably-requested by CITY. If CITY elects to have SPADE ENTERTAINMENT continue to perform services under this Agreement during such Transition Period this Agreement will remain in full force and effect at the end of the Transition Period, the Agreement will terminate.
g. Survival.
i. Upon any expiration or termination of this Agreement, Sections VII, VIII, IX, X, XII, XIII, and XIV, and any section which by its nature should survive, shall survive any expiration or termination of this Agreement. ii. Should this Agreement expire or be terminated for any reason by either party, the requirements for insurance shall remain in full force and effect for no less than six months after termination of this Agreement.

XXIX. COMPLIANCE WITH LAWS, RULES, REGULATIONS, AND POLICIES.

SPADE ENTERTAINMENT shall comply with all applicable Laws existing during the term of this Agreement, including obtaining and maintaining all necessary permits and licenses. SPADE ENTERTAINMENT acknowledges and warrants that it is, or will make itself, through its responsible managers, knowledgeable of all pertinent Laws or other requirements having the force of Law affecting the operation of the Amphitheater.

XXX. HAZARDOUS SUBSTANCE AND ACTIVITIES In the management and operation of the Amphitheater, SPADE ENTERTAINMENT shall not: keep, store, or sell any goods, merchandise, or materials that are in any way explosive or hazardous; or carry on any offensive or dangerous trade, business, or occupation, as determined by CITY in its sole discretion.

XXXI. MISCELLANEOUS
a. Prohibitions Against Assigning, Subletting. This Agreement and/or any interest therein or thereunder shall not be assigned, delegated, mortgaged, hypothecated or transferred by SPADE ENTERTAINMENT without obtaining the prior written consent of CITY, except as set forth in Section XXX(v) below.
b. Notices. Any notice and/or report required to be given or that may be given by either Party to the other shall be deemed to have been fully given when made in writing and deposited in the United States Postal Service, postage prepaid, and addressed as follows:

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CITY: City of Tulare, attn. City Manager
411 E. Kern Ave
Tulare, CA 93274
City of Tulare, attn. City Attorney
411 E. Kern Ave
Tulare, CA 93274
SPADE ENTERTAINMENT: SPADE ENTERTAINMENT
1276 Hodgson Ct
Folsom, CA 95630
c. Right of Entry. Nothing in this Agreement shall be deemed to limit CITY’S right to do anything regarding the Amphitheater which an owner of the Amphitheater would otherwise be entitled to do, including but not limited to the right to enter on the Amphitheater, to inspect the Amphitheater, to perform any repair or maintenance thereof, and to do anything required of SPADE ENTERTAINMENT hereunder if SPADE ENTERTAINMENT fails to do so in a timely manner (following any required notice and cure periods).
d. Signs and Advertising. Additional temporary signs, logos, names, placards, or advertising material may be inscribed, painted, or affixed upon Amphitheater, or circulated or published upon receipt of written approval of CITY, which shall not be unreasonably withheld, conditioned, or delayed. Signage may be placed at the Amphitheater no sooner than twenty-four (24) hours prior to each Event and shall be removed within twenty-four (24) hours after the conclusion of each Event. Signs or advertising should be consistent with the purposes of this Agreement. At the termination of this Agreement, SPADE ENTERTAINMENT shall remove all such signs and advertising, and return the Amphitheater to its original condition. e. Section Titles. The Section titles in this Agreement are inserted only as a matter of convenience and reference and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect this Agreement.
f. Agreement in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
g. Successors in Interest. Unless otherwise provided in this Agreement, the terms, covenants and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of all the Parties hereto, all of who shall be jointly and severally liable hereunder.
h. No Third-Party Beneficiaries. Except for the provisions of this Agreement relating to the indemnification of employees, agents and representatives of either Party, there are no third-party beneficiaries to this Agreement and no third party beneficiaries are intended by implication or otherwise.
i. Partial Invalidity. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

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j. Time of Essence. Time shall be of the essence in the performance of this Agreement. k. Duration of Public Facilities. By entering into this Agreement, CITY makes no representation or stipulation as to the type, size, location, or duration of public facilities and improvements to be maintained at the Amphitheater, nor does CITY guarantee the accuracy of any financial or other factual representation that may be made regarding the Amphitheater.
l. Waiver of Rights, Claims and Agreement Terms. Unless otherwise provided by this Agreement, no waiver by either party at any time of any of the terms, conditions, or covenants of this Agreement shall be deemed as a waiver at any time thereafter of the same or of any other term, condition, or covenant herein contained, nor of the strict and prompt performance thereof. No delay, failure, or omission of a Party to exercise any right, power, or privilege, or option arising from any breach, nor any subsequent acceptance of funds then or thereafter accrued shall impair any such right, power, privilege, or option, or be construed as a waiver of such breach or relinquishment of any right or acquiescence therein. No notice shall be required to restore or revive time as of the essence after the waiver by a Party of any breach. No option, right, power, remedy, or privilege of either Party shall be construed as being exhausted by the exercise thereof in one or more instances. The rights, powers, options and remedies given to the parties by this Agreement shall be deemed cumulative. m. Governing Law. This Agreement is made under and is subject to the Laws of the State of California in all respects as to interpretation, construction, operation, effect and performance.
n. Dispute Resolution. The parties agree to meet and confer on any issue that is the subject of a dispute under the Agreement, and use good faith efforts to resolve the matter through negotiation. If the matter has not been resolved within sixty (60) calendar days, then any controversy or claim arising out of or relating to the Agreement, or the breach thereof, to the extent not otherwise resolved through the negotiation process described in this Section, may be settled by litigation. Venue for any such litigation shall be in the courts having jurisdiction in Tulare County, California.
o. Independent Contractor. In the performance of this Agreement, SPADE ENTERTAINMENT and the agents and employees of SPADE ENTERTAINMENT shall act in an independent capacity and not as officers or employees or agents of CITY. All employees and agents hired or retained by SPADE ENTERTAINMENT are employees and agents of SPADE ENTERTAINMENT and not of CITY. CITY shall not be obliged in any way to pay any wage claims or other claims made against SPADE ENTERTAINMENT by any such employees or agents, or any other person resulting from the performance of this agreement.
p. Modifications and Approval of Agreement. This Agreement including the exhibits hereto, contains and embraces the entire Agreement between the parties hereto and neither it nor any part of it may be changed, altered, modified, limited, or extended orally or by any Agreement between the parties unless such Agreement be expressed in writing, signed and acknowledged by CITY and SPADE ENTERTAINMENT, or

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their successors in interest.

Upon the written request of either Party, the Parties shall meet and confer within 60 days after the first anniversary date of this Agreement to discuss the need for potential modifications to this Agreement.
q. Force Majeure, Damage and Condemnation. In the event of a Force Majeure Event, the time for such performance shall be extended by the amount of time of such delay, but no longer than the amount of time reasonably occasioned by the delay. The party claiming delay of performance as a result of Force Majeure Event shall deliver written notice of the commencement of any such delay resulting from such Force Majeure Event not later than seven (7) calendar days after the claiming party becomes aware of the same, and if the claiming party-fails to so notify the other party of the occurrence of a Force Majeure Event causing such delay and the other party shall not otherwise be aware of the Force Majeure Event, the claiming party shall not be entitled to avail itself of the provisions for the extension of performance contained in this paragraph.
r. No Presumption Regarding Drafter. The terms and provisions of this Agreement have been thoroughly negotiated and discussed between CITY and SPADE ENTERTAINMENT. This document reflects their mutual agreement regarding the subject matter of this document. Because of the nature of such negotiations and discussions, neither CITY nor SPADE ENTERTAINMENT shall be deemed or construed to be the drafter of this Agreement. Therefore, no presumption for or against the drafter shall be applicable for interpreting or enforcing the terms contained therein.
s. Taxes, Assessments and Fees. If any ad valorem real and personal property taxes assessed against the Amphitheater are assessed as a result of the operation of the Amphitheater by SPADE ENTERTAINMENT, then such shall be responsibility of SPADE ENTERTAINMENT. CITY shall have the right in good faith to contest any such taxes, charges and assessments.

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t. Assignment. SPADE ENTERTAINMENT may not assign or transfer any of its rights or obligations under this Agreement without CITY’s prior written consent. SPADE ENTERTAINMENT may assign its rights or obligations under this Agreement to a lawfully organized business operated by a current owner of SPADE ENTERTAINMENT if s/he has at least a 50 percent ownership interest in the assignee business. The assignee is subject to all of the terms and conditions of this Agreement. Any attempted assignment or transfer in violation of the foregoing will be null and void.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

SPADE ENTERTAINMENT: CITY:

SPADE ENTERTAINMENT LLC, a Limited City of Tulare
Liability Company registered to transact
business in California
By: ____________________________ By: ____________________________ Name: __________________________ Name: __________________________ Title: ___________________________ Title: ___________________________ Date: ___________________________ Date: ___________________________ APPROVED AS TO FORM:

By: ___________________________
ATTEST:

By: ___________________________

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EXHIBIT A

DEFINITIONS
Wherever used in this Agreement, the capitalized terms in this Section shall have the following meanings:
“Affiliate” means with respect to any person or entity, any other person or entity controlling, controlled by, or under common control with the person or entity in question. For purposes hereof, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of any person or entity, or the power to veto major policy decisions of any person or entity, whether through the ownership of voting securities, by agreement, or otherwise.
“Approvals” means all licenses, certificates (including certificates of occupancy), consents, variances, waivers, authorizations, permits and similar approvals required for the operation, management, maintenance, or occupancy of the Amphitheater issued by any governmental authorities having jurisdiction over the Amphitheater, or by private parties or associations under any Land Use Requirement.
“Business Day” means any weekday except for those weekdays that the CITY offices are closed (a “Holiday”). Should this Agreement require an act to be performed or a notice to be given on a Saturday, Sunday, or Holiday, the act shall be performed or notice given on the following Business Day.
“Commencement Date” means the date upon which both parties have executed this Agreement. “Concert Event” is defined as any ticketed performance with musical entertainment as the main purpose of Event (1) produced directly by SPADE ENTERTAINMENT; (2) produced by a third party who has rented the venue through SPADE ENTERTAINMENT; or (3) produced by SPADE ENTERTAINMENT through a partnership agreement with a third party. “Event” is defined as any planned function or activity held primarily for entertainment purposes, regardless of whether such activity is: ( 1) private or open to the public; or (2) requires payment of a fee or is no cost to attend. “Event” also includes the rental of the Amphitheater to a third party for an Event. All Events must be consistent with CITY adopted Zumwalt Park Amphitheater Policies.
“Non-Concert Event” is defined as any ticketed or non-ticketed event not qualifying as a Concert Event defined above.
“Force Majeure Event” shall mean: (a) governmental action or restriction, regulation, or control, failure of power, water, fuel, electricity or other utilities, riots, insurrection, civil commotion, enemy or terrorist action, war, acts of God, fire or other casualty; or (b) any other matter, cause or circumstance which is beyond the un foreseeable reasonable control of a Party and which materially and adversely affects the performance by the affected Party of the terms and provisions of this Agreement, in each case with respect to the party alleging or claiming the benefit of “Force Majeure Event,” to the extent the same has not arisen by reason of any breach by such Party (or any other person for whom such party is responsible) of any of such Party’s obligations under this Agreement; provided, that a Party’s lack of funds shall not constitute a “Force Majeure Event”

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“Insurance Requirements” means all present and future rules, regulations, or orders of any national or local Board of Fire Underwriters or other similar body, or any terms of any existing policies of insurance on or regarding the Amphitheater. “Laws” means all laws, statutes, ordinances, codes, regulations, decrees and orders of a governmental authority.
“Master Calendar of Events” is defined as a complete list of all dates and times which an event will occur at the Amphitheater in which SPADE ENTERTAINMENT is responsible for. “Operating Season” is defined as January 1st through December 31st. “Routine Maintenance” shall include the work required to keep the Amphitheater in a safe and sanitary condition in accordance with industry standards and free of trash, garbage, or obstructions of any kind. The following are examples of Routine Maintenance: janitorial services, trash removal, and restroom cleaning.

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EXHIBIT B

SCHEMATIC OF PREMISES

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EXHIBIT C

CITY PROVIDED EQUIPMENT LIST

1. Portable tables

2. Chairs for venue seating

3. Folding chairs

4. EZ-Ups

5. Ice chests

6. Portable communication radios

7. Gator

8. Stage Lift Equipment

9. Beer Truck

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EXHIBIT D

SPADE ENTERTAINMENT OPERATING BUDGET (ATTACHED)

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Attachment 1
Zumwalt Park Operator
Key Ground Lease Terms Sheet
A. PARTIES, TERM & TERMINATION

1. Parties - SPADE ENTERTAINMENT(Operator) and City of Tulare (City) as City

2. Premises - The Zumwalt Park Amphitheater intended for use as an entertainment venue for concerts, cultural events and festivals. Zumwalt Park is located at (See Exhibit “B”)

3. Term – A three year agreement.

4. Renewal - Two additional three-year mutual option terms; conditions to be discussed and possibly renegotiated.

5. Default -Operator to provide written notice, City allowed 30-day cure period.

6. City to provide written notice, Operator allowed 30-day cure period.

B. USE OF PREMISES

1. The premises shall be used for the purpose of entertainment, private rentals, concerts, cultural events, festivals and public use when the facility is not in use by the Operator. The venue is anticipated to hold twelve events for the first year of operation along with private rentals. The ultimate goal is for the venue to host twenty family friendly oriented events per year along with private and public rentals. ( See Attachment A)
C. DESIGN AND CONSTRUCTION

1. The City shall be solely responsible for completing the design and construction of the Zumwalt Park in general accord with the 75% construction plans and assuming available funding and all applicable code requirements.

2. The Operator will serve as a nonbinding advisor during the design phase of the Zumwalt Park Redevelopment Project.

D. CITY REVENUE
Ticket Sales

1. The Operator will pay the City $1 for every ticket sold per event. It is anticipated that the City will receive $900.00 of ticket sale revenue on average for each event for the first year. The Operator anticipates twelve events for the first year for a

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grand total of $10,800.00 of revenue based off of ticket sales. The Operator anticipates participation and ticket sale revenue to increase after the first year.

Parking

2. The City will be in charge of parking for all events. The City will provide 200 general admission parking stall locations (Exhibit A) and 60 VIP parking stalls for a total of 260 parking locations as determined by the City. It is recommended that VIP parking is $15.00 per vehicle and general admission parking is $10.00 per vehicle. The Operator anticipates a grand total of $30,000.00 of revenue based off of parking tickets. The anticipated expenditures for parking will be $2,500.00 for a net revenue to the City of $27,500.00 for the first season.

Sponsorships

3. The Operator wishes to have an 80/20 sponsorship split after expenditures. The Operator anticipates collecting $100,000.00 of sponsorships revenue and anticipates $10,000.00 of expenditures for a net value of $90,000.00. The City’s take would be $18,000.00 of revenue from sponsorships. The City retains the naming rights to the Amphitheatre.

Private Rentals

4. The Operator anticipates three private rentals for the first year. The City will collect $1,000.00 per private rental from the Operator. For example, if the Operator gets three private rentals the first year the City of collects $3,000.00.

Net Revenue Total

5. The combined net revenue to the City of Tulare from ticket sales, parking, sponsorships and private rentals is estimated to be $59,300.00 for the first season of operation with the opportunity to increase each year of the agreement.

Economic Impact

6. Special events like these in Zumwalt Park will attract visitors, which will stimulate new economic growth to our City and attract visitors and residents to our downtown businesses and restaurants. It is anticipated that the Operator will bring in 10,000 visitors to Tulare in year one of the agreement and 30,000- 40,000 visitors to Tulare by the end of year three.

E. SECURITY DEPOSITS

1. The City will be responsible for security deposits of $150,000.00 for each year of the agreement for the ability to book talent. The City would use these funds to cut checks and work with the Operator to book talent and in turn the Operator would

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reimburse the City 100 percent of the booking fees thirty days after the scheduled event in addition to the net revenue requirements.

F. MARKETING/ MANAGEMENT FEES

1. The City would pay the Operator $100,000.00 for the first year of the agreement for marketing and management purposes. For the second and third year of the agreement the fee would drop to $75,000.00 per year. All marketing and management funds will be used for marketing purposes including news print, social media, venue promotion, digital media, radio, television, billboard campaigns, interviewing talent, magazines, etc. The marketing radius will be from Bakersfield to Merced. It is estimated that it will take three to five years to establish the venue.

2. A portion of the marketing and management funds will be used for production equipment at the venue.

3. Less than 10% of marketing fees will be used for administrative costs and the City may demand records to substantiate any amounts. Operator may not utilize outside companies partially or wholly owned by Operator, its agents or principals for marketing.

G. MAINTENANCE
1 The City shall be responsible for capital maintenance (ie. Amphitheater, mechanical systems maintenance, general park maintenance parking lot, etc.)

2. The Operator shall be responsible for booking events, marketing , food and beverage, event set up and take down, trash and all City required event permits.

3. The Operator shall be responsible of all equipment associated with their events. 2 H. SECURITY

1. Any and all private security is the responsibility of the Operator. The City will have police patrol all scheduled events.
3 I. UTILITIES

1. The City shall be responsible for all utility costs on the premises.

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4 J. INSURANCE AND INDEMNIFICATION

1. The City shall have the absolute obligation at all times to meet and maintain all minimum insurance requirements.

2. Operator shall meet and maintain at all times the minimum insurance requirements set by the City.

3. Commercial General Liability
a. The Operator shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Operator’s general liability policies shall be primary and shall not seek contribution from the City’s coverage, and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide the City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction projects, an endorsement providing completed operations coverage for the additional insured, ISO form CG 20 37 (or equivalent), is also required.
b. Any failure to comply with reporting provisions of the policies by Operator shall not affect coverage provided by the City.
c. Coverage shall state that Operator’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

4. Workers’ Compensation and Employers’ Liability- Statutory a. Operator shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Operator shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of City and County, its officers, agents, employees, and volunteers.
(Coverage can be waived by City, if Operator, in writing, confirms not required to carry coverage)

5. All Coverages
a. Each insurance policy required by the agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days' prior written notice has been given to the City , except that

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ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium.
b. All self-insurance, self-insured retentions, and deductibles must be declared and approved by the City.
c. Evidence of Insurance - Prior to commencement of work, the Operator shall furnish the City with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above.

The Operator must agree to provide complete, certified copies of all required insurance policies if requested by the City.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. e. Subcontractors and Consultants - A category of risk and the applicable insurance requirements will be determined on a “per subcontractor” or “per consultant” basis, considering the particular work to be done by the subcontractor or consultant and the interrelationship of that work to other work being conducted by the Operator.
5 K. MISCELLANEOUS

1. The Operator agrees to ensure the City is appropriately represented in all marketing and promotional materials as a partner.

2. The City will assist and guide the Operator on securing sponsorships.

3. The City will work with the Operator and be able to schedule their traditional events at Zumwalt Park.

4. The Operator will be responsible for all alcohol sales including staff training and compliance with ABC requirements and all Food and Beverage sales are the responsibility of the Operator.

5. The City will have the opportunity to review, approve, or deny artists.

6. The City will work with the Operator on the storage of their equipment and accessories.

7. The Operator will need to conduct an annual report.

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Zumwalt Amphitheatre
City of Tulare
Presented by:

Todd Speelman
Claudia Speelman

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GENERAL INFORMATION
Spade Entertainment, LLC
1276 Hodgson Court
Folsom, Ca 95630-8413
Tax ID: 37-2064916
Owners:

Todd Speelman
Claudia Speelman

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ABOUT US
Todd Speelman – Owner & Lead Producer
Todd has developed a great passion for events while working in the radio industry for over 25 years. While working for major stations in Sacramento and San Diego and assisting in the Los Angeles and San Francisco area markets, he has found tremendous success and found his talents are best utilized producing events – specifically live music. He has gained invaluable knowledge and experience managing operations, i.e., artist contract negotiations and compliance, successful marketing techniques and campaigns, sponsorships, city permits and compliance, vendors, security and safety measures, buildout, enhancing ticket holder experiences through direct communication, including VIP and front-of-stage offerings and, ultimately, finding ‘what works’.

Through his many successes in this area, he is dedicated to producing future events under this joint venture with his partner and wife, Claudia.

Claudia Speelman – Owner & Hospitality/Merchandising Manager Claudia began her career as a secretary, working in the construction industry, then the health industry, serving PMs, VPs, a CFO and managing several employees over a period of 23 years. After a long and successful career in this field, and raising two amazing children, she decided to pursue a childhood dream of becoming a flight attendant. In March of 2008, she made that dream come true and began her new journey flying for the prestigious Delta Air Lines. During COVID, after considerable thought, she opted to take a much coveted retirement package and, in August of 2020, hung up her wings. She always referred to that career as her “fun job”, so it was a tough decision for her to make, but the timing couldn’t have been more perfect. Her best friend and husband, Todd, was beginning his own new journey as a producer and she would become a valuable partner and asset to their new business venture. She brings with her a love of people, of attending to their needs through providing the highest level of customer service, sprinkled with warmth and kindness. Throughout her life and in her careers, she has attained valuable tools and honed her skills in serving the public, bringing high energy and a positive attitude to everything she does. Over the last 2 years, she has helped nurture and grow the hospitality side of the concert business and will bring new life to the merchandising end of it. The artists appreciate her attention to detail and her thoughtful, personable nature.

Our greatest joy is bringing live music to people – seeing them sing and dance with their friends and family, living life. We have such gratitude that we are able to drive traffic to small businesses in our region, getting their brand in front of the public, and giving them the opportunity to share in something very special, to be a part of something so pure and essential…Music for the Soul!

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OUR EXPERIENCE
• Produced hundreds of different shows/events from live music to ice skating rinks, womens’ empowerment events, comedy,
speaker series and much more.
• 25 years in the radio business working with the best productions and developing brand relationships.
• Crowds ranging from 1,000 – 18,000.
• Contracts with City of Rocklin, Sacramento and City of Citrus Heights.

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THE FAN EXPERIENCE
The experience for the ticket holder is key for us. We think and act like the ticket holder from the moment they hear/see our marketing, to the moment they walk through our main gates and enjoy the show.

We ask ourselves questions like;
• “Are we treating everyone as we would want to be treated?”, “Is it easy to get to everything or is it confusing?”
• “Is the venue clean?”
• “Are we providing a safe and enjoyable atmosphere?”
• “Are our employees treating the ticket holders with respect and kindness?”
• “Are they getting their value?”

WE DELIVER A MEMORABLE
EXPERIENCE!!

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ADMINISTRATION
• We begin planning a minimum of 12 months in advance by, routing talent and creating events. Typically, we will work with a point person from the city on my list of artists and potential dates just to make sure everyone is on board with the genre of music. Once I confirm the artist, I confirm with city. • Sample proforma is attached. We build one out for each show and update it weekly, then close it out within 30 days of each show. • Sample SOP is attached. We will update this with all the correct information at least 6 months out from the first show.
• If awarded the contract, one of our main goals with the local business owners is:
• I will visit the business owners in the immediate surrounding area and introduce myself. Crowds will impact their business (In a positive way, but they may have some concerns) and I am there to get them excited about the venue. I will then broaden my outreach for sponsorships and more and will also hire local businesses for services and items needed at the venue for which I am responsible.

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TALENT
• We work in various spaces to acquire the best talent, whether it’s a record label, manager, agent or relationships we already have with artists.
• Our goal is to drive crowds and put on the best shows/events • Our goal is to book artists at more locations. Artists like dealing with one producer booking as many dates as possible to create the best routes.
• For local bands, we will look for local talent to feature. We simply ask them to submit their assets and then we match them with our headliner based on their genre.

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PRODUCTION
• We have most of our own equipment and some of it will be stored on site to help with production expenses.
• We have our own staff of labor and engineers. They are all certified in the areas of their expertise.
• Every show has different requirements and our goal is to always get the artists what they request and need so they, in turn, will put on the best show.

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CORPORATE EVENTS
• Numerous companies reach out to us to host their corporate events and most of them include music. We are happy to work with them and create memories. • We handle them from beginning to end, which they appreciate.. We are full-service for them and can include live music or tie them into one of our current shows and create special spaces for their employees.

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MARKETING
• We have relationships with all major Radio(traditional and App-based)/TV groups. We would be working locally but also within a 90 mile radius on some major shows. • We will seek out and develop relationships with any local media that we do not currently have relationships with. • We work with the city and our sponsors launching a very active and heavily paid Social Media presence. • We do hundreds of interviews for all types of media.
• We are strong in pinpointed digital media.
• We tap into all resources with our sponsor’s assets.
• We develop Billboard campaigns.
• Depending on the act, we have major artist photographers come out to shoot and they publish in various music websites/magazines. • We spend thousands of dollars on marketing, not only for the act but for the venue.

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VENUE OPERATIONS
• EAP is attached with SOP.
• Currently we use Easter Seals for janitorial – this is a possibility for Tulare, pending approval, but if they are unable to we will seek other options.
• We have private security in place at all required points • Staffing is in two areas – PRODUCTION and OPERATIONS. The FOH leads the production team and load-in/out crews. I handle all operations and oversee production. Claudia handles all hospitality and merchandising.

Roles include the following:
• Setup/Teardown - Exits - VIP Hosts - Main Gates - Production Load-in/out - Engineers - Hospitality - Runners -
Merchandising - Servers - Bar (serve/ID/wristband) hosts and more

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FOOD & BEVERAGE
• We typically handle all food with food trucks. We will have snack options and sell sodas and water on site and handle all of that ourselves.
• For the bar, we work with a non-profit and provide a beer and wine sponsor.
• We work closely with the city health department on all permits and licensing and have never been fined or written up.
• We work with the ABC and follow all rules for pouring alcohol and have never been fined or written up.
• We typically will find a winery and brewery as a sponsor. If we are serving pre-mixed drinks, we may work with a hard liquor sponsor and pre-mix on site.

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! “Amazing Venue! Not a bad seat in the house. Staff is very friendly and plenty of parking.” “Amazing venue. Great sound system. Good people all around. Fun time!” “The staff was helpful, friendly and available for questions.” “My first time at the Quarry and I loved every minute of it. Dave Koz and Friends were on fire and incredible. I will definitely return to this venue. The VIP section was perfect. Thank you so much for the great show and ambiance.“
“I loved this intimate venue experience. I look forward to coming back.“ “We went to see WAR last weekend. They were amazing! As a birthday treat to myself, I upgraded to VIP and I am so glad that I did. We entered through the VIP entrance, which had no line and red carpet, 30 minutes before the general admission entered. The seats to this venue are incredible from everywhere, but this included a chair and a table and the added bonus of having a private bar, just for the VIP patrons. After going to the restroom and seeing the line that everyone else had to wait in, the VIP was worth it. Food was also included in the price. There are food trucks with other items that can be purchased as well,“

WHAT THE ATTENDEES SAY ABOUT US

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“The venue, stage, and crew were incredible…one of the best I’ve worked with. The hospitality and the way we were treated was 5-STAR.“ -PABLO CRUISE
“You guys really know how to treat a band that is touring hard. Everything was top notch and you took care of all our wants and needs. Todd & Claudia, - you are the best.“ -THE SMITHEREENS “Your team treats us better than most of the fancy wineries we go to (chuckle). The crowd was great and the atmosphere was incredible. Will you have us back?“ -DAVE KOZ & FRIENDS “Todd, I know I didn’t' get to make it out to the show but I want to tell you the guys said nothing but incredible things about all of you and your hospitality and what you did for them. They love working with you.“ -THE TUBES (Tour Manager)
“Y’all have been INCREDIBLE. Especially after a long day of traveling to get here you make us feel at home. THANK YOU!” -THOMPSON SQUARE
“They know how to do it and on top of that you run a tight ship around here and keep everyone on time and focused. GREAT JOB.“ -LEGENDS OF MOTOWN

WHAT THE ARTISTS SAY ABOUT US

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WHAT THE ARTISTS SAY ABOUT US - cont’d. “Boy you guys sure know how to treat a few country boys. Everything we need is here and waiting for us.

Thank you. Thank you for everything. Let’s do this again!“ -PARMALEE “Todd, thank you so much for everything. From beginning to end you guys just make it all happen. Thank you!“ - RED VOODOO “WOW! We are always on our bus but the way you guys treat us we just want to hang out with you guys in the green room. Thank you for all the hospitality. you (Todd) and Claudia are the stars!” - LONESTAR “Constantly on the road you never know what you're going to run into at the next stop. Well, now we know with you guys there is no wondering. You guys run an incredible operation from top to bottom. Thank you for putting our minds at ease and letting us do our thing.” - JACK RUSSELL’S GREAT WHITE “WOW! you guys really know how to treat a touring band. Thank You.” -AVERAGE WHITE BAND “Thank you for working with us on all of our needs and making us feel at home. When we needed you - you were there. We can’t wait to play the venue again.” -Y&T

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MISCELLANEOUS DEAL POINTS
• We work with Police, Fire and EMS on all shows the entire season. Our relationship with them is important to us.
• We will work directly with the health department to ensure all food and beverage vendors have the proper permits.
• If awarded the contract, we will produce an SOP for the location which include logistics of site cleanup and more.
• If awarded the contract, we will provide you with proper insurance information naming the City of Tulare as additional insured.

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CHALLENGES
• Getting Artists and attracting big name talent to Tulare can be challenging. Tulare is off the regular tour path and can become expensive. The advantage is that Artists like to play newer venues and we would most likely be booking them at several locations. We also have strong Artist relationships and buying power.
• Large businesses in Tulare that can support sponsorship. Sponsorship is key for us to make some money and still bring big names to the venue.
• Staffing expenses, when we are local, will be higher. This includes hotels, food and more. • There is no history of how ticket sales are for large scale performers in this area. There is also not a history of how many events is too many for the public – how much can they take/afford. The first two years will be key in determining the right formulas.
• Event insurance is extremely expensive as of this 2022 year and adding a location is a large investment on our part.

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FINANCIAL
• We request that the City of Tulare pay an annual marketing/ management fee for us to administer the space :
• $100,000 the first year
• $75,000 each year after, for the term of the contract This is to be used for marketing, as well as a percentage for equipment (specifically the first year) • We will create/produce at least 15 key concerts/events per year and more in subsequent years. • The City of Tulare will handle all parking and collect all fees. • Producer will pay the City of Tulare $1.00 per paid ticket for each show/event at the venue. • Producer will pay the City of Tulare 20% of all paid sponsorship monies, after any expenses/needs of the sponsor (i.e., tables, tents, signage etc.)
• Producer will pay a flat rate of $1,000 to the City of Tulare for any rental from a third party or non-paid ticket event.
• Producer will pay for any food/beverage equipment expense that is not fixed to location/building.

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THANK YOU
We would love the opportunity to put this beautiful new venue on the map and make it one of the most successful venues in the region for you and the City of Tulare! This won’t be an easy task but we like a challenge and are confident that, with this strategic partnership, we can make this a win-win for all of us.

Working with the City’s team so far has been incredible and we appreciate the communication and support.

Thank you,
Todd & Claudia
Spade Entertainment

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Tulare City CouncilJuly 18, 2023

Tulare City Council
July 18, 2023