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HomeMy WebLinkAboutContracts & Agreements_248-2020CITY OF RE, DLANDS FIELD RENTAL AGREEMENT This Field Rental Agreement ("Agreement") is made and entered into this 1st day of December, 2020 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and Redlands Baseball/Softball for Youth, a non-profit charitable organization ("RBY"). City, for and in consideration of the obligations to be performed by RBY under this Agreement, hereby provides RBY with the non-exclusive use of Fields 1 through 7, storage areas, and the snack bar facilities located within the City's Community Park; and the East and West fields of Clement Middle School ("Clement") (collectively, the "Premises") during the dates and times specified herein. City and RBY are sometimes individually referred to herein as a "Party" and, together, as the "Parties." Article 1. Term Section 1.01. The terns of this Agreement shall commence on its Effective Date and expire on July 1, 2021 (such period, hereinafter the "Term"). Section 1.02. City may terminate this Agreement, without cause, by providing ninety (90) days prior written notice to RBY specifying the date for termination of this Agreement. RBY may terminate this Agreement, without cause, by providing ten (10) days prior written notice to City specifying the date for termination of this Agreement. Article 2. Rent Section 2.01. RBY shall pay to City, on or before the July 1, 2021 (the "Due Date"), the sum of twelve thousand dollars ($12,000) as rent (the "Rent") for the Premises. However, such rent shall be reduced by two thousand dollars ($3,000) per month for any month RBY is unable to use the Premises due to the COVID 19 pandemic and as determined by the City. Section 2.02. RBY may choose to perform in -kind -services at the Premises in accordance with Article 4, which may subsequently be credited against RBY's payment of Rent ("Improvement Work"). The value of the Improvement Work may be credited against Rent, in an amount not to exceed twelve thousand dollars ($12,000). Section 2.03. If a payment of Rent or Reservation Fees is not postmarked and received by City by their respective Due Dates as provided herein, such payment shall be considered late, and RBY shall be assessed a late fee of ten percent (10%) of the amount due, prorated on a daily basis, for each month or partial month such payment is late. Section 2.04. RBY may request reservation of the Premises for additional times and dates not specified herein, at the rate of fifty three dollars ($53) per hour if field lights are utilized, and twenty one dollars ($21) per hour if field lights are not utilized, at least a fourteen (14) day prior written request for the same to City ("Reservation Fees"). Payment of Reservation Fees shall be made due within thirty (30) of the date of City's invoice to RBY for the same. 1 HAQuality of L1fe\RBY Agreement\RBY field Rental Agreement 11.18.20.docx.jn Article 3. Use of Premises Section 3.01. The Premises shall be used by RBY for the sole purpose of conducting RBY youth baseball programs only, which shall at all times be done in a safe and business -like manner. RBY shall comply with San Bernardino County Department of Public Health recommended guidelines regarding the current COVID-19 pandemic. The Premises shall remain accessible to the general public when not in use by RBY. Section 3.02. RBY shall have primary use of fields 1-7 at Community Park from December 16, 2020 through July 1, 2021. Except that if the Redlands Unified School District (RUSD) does not provide the City access to its facilities in accordance with the "Agreement for Joint Use of Facilities," dated October 3, 2006, then City shall have primary use of fields 1 and 3 on weekdays, or an alternate combination of no less than two fields equipped with sports fields lighting, as determined by City's Facilities and Community Services Director. City's use of fields shall commence on January 15, 2021 until use of RUSD facilities by City resumes. Section 3.03. RBY shall have use of the East and West fields at Clement on Saturday between the hours of 8:00 a.m. and 4: 00 p.m. RBY shall not have use of the fields at Clement if the Redlands Unified School District (RUSD) does not provide the City access to its facilities in accordance with the "Agreement for Joint Use of Facilities," dated October 3, 2006. RBY shall provide forty-five (45) advanced notice prior to use of the fields. City shall respond to such requests within two (2) weeks of receipt. Section 3.04. City may charge RBY a fee in the amount of ten dollars ($10) per field, per hour, for any scheduling changes made by RBY without the aforementioned forty-five day notice ("Reservation Fees"). Payment of Reservation Fees shall be made due within thirty (30) of the date of City's invoice to RBY for the same. Section 3.05. RBY may utilize the snack bar facility for sale and service of food and beverage products during and in connection with RBY's use of the Premises. RBY will be responsible for maintenance and operation of the facility, including appliances and will be required to maintain the health permit from the County of San Bernardino. Article 4. Improvement Work Section 4.01. RBY shall be responsible for all trash clean up and servicing of waste receptacles within the Premises on weekends during use. RBY shall provide routine maintenance and preparation of the fields, defined for the purpose of this Agreement as: mowing, infield grooming and field lighting maintenance schedule. Section 4.02. RBY may conduct Improvement Work of the Premises in accordance with the provisions of this agreement. Improvement Work is defined for the purpose of this Agreement as: fertilization, annual sodding and/or seeding to replenish worn areas, specialized field sprinkler maintenance to ensure proper water distribution, grade leveling and repair, maintenance of lights and lighting equipment, maintenance of infields. 2 H:\Quality of Life\RBY Agreement\RBY Field Rental Agreement 11. 18.20.docx.jn Section 4.03. Prior to commencing Improvement Work, RBY shall provide City with fourteen (14) days advanced notice and an estimated value for such work. City shall provide RBY with a written determination on the request to commence Improvement Work and the value which shall be credited as Rent. Following the completion of the Improvement Work, RBY shall provide written notification to City no more than fourteen (14) days after RBY's completion (the "Completion Notice") of such Improvement Work. City shall inspect any completed Improvement Work within thirty (30) days of receipt of RBY's Completion Notice and provide written confirmation that the Improvement Work has been performed in accordance with this Agreement ("Receipt of Services"), or provide a detailed explanation if the Improvement Work is not accepted by City. RBY shall submit copies of the Receipt of Services on or before the Due Date. All notices outlined in this Section 4.01 shall be submitted to the Facilities and Community Services Department Recreation Division, Attention: Recreation Coordinator, I I I Lugonia Ave, Redlands, CA 92373. Section 4.04. RBY shall comply with all applicable federal, state and local laws, including but not limited to any applicable provisions of the California Labor Code. City makes no representation to RBY as to whether any Improvement Work constitutes a "Public Work" as that term is defined by California Labor Code section 1720, and RBY acknowledges and agrees that RBY shall be solely responsible and liable for the determination of whether such work constitutes a "Public Work." RBY acknowledges and agrees that City is not an awarding authority for any contract entered into by RBY for any Improvement Work, nor is City otherwise undertaking any "Public Work" for purposes of California Labor Code section 1781. RBY shall defend, indemnify and hold harmless City and its elected officials, officers and employees from and against any and all losses, damages, costs, claims, causes of action and liability based upon any assertion that City, RUSD or RBY has failed to comply with any applicable provision of the California Labor Code in connection with RBY's undertaking of Improvement Work. This Section 4.03 shall survive any termination or expiration of this Agreement. Article 5. Indemnity and Insurance Section 5.01. RBY shall defend, indemnify and hold harmless City, and its elected officials, officers, employees and agents from and against any and all claims, causes of action, damages and liability resulting from RBY's negligent acts or omissions, and the willful misconduct of RBY, and that of RBY's agents, employees and invitees, during RBY's occupation and use of the Premises during the term of this Agreement. This section shall survive any termination or expiration of this Agreement. Section 5.02. RBY shall maintain, at its own cost for the tern of this Agreement, public liability insurance in the amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, issued by an insurance company acceptable to City. RBY shall provide City with a certificate of insurance and endorsements evidencing City as an additional insured on the policy prior to RBY's use and occupancy of the Premises. Such insurance shall be primary with respect to City and non-contributory to any insurance or self-insurance maintained by City. The policy shall specify that, before amending or canceling the policy, the issuing insurance company shall give City at least thirty (30) days prior written notice. City and RBY acknowledge and agree that the insurance required of RC is subject to annual review by City and subject to increases in the amount and scope of coverage, as reasonably determined by City 3 B:AQuality of LifeARBY AgreementARBY Field Rental Agreement 11.18.20.daex.jn Section 5.03. RBY shall maintain, at its own cost during the Term of this Agreement, Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements, in accordance with the laws of the State of California, with an insurance carrier acceptable to City. RBY shall provide City with Exhibit "A," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to the occupancy of the Premises. Article 6. Taxes and Utilities Section 6.01. RBY shall pay, and hold the City free and harmless from, all charges for the furnishing of electricity for storage areas, snack facilities and field lighting to premises during the Term of this Agreement. The City will invoice RBY once a month for electrical charges used at the Premises. Article 7. Assignment Prohibited Section 7.01. This Agreement is personal to RBY. RBY shall not encumber, assign, sublease, rent, permit, or otherwise transfer this Agreement, or any right or interest therein, without the prior written consent of City. Any such encumbrance, assignment, sublease or transfer without such prior written consent of City shall constitute an immediate breach of this Agreement and may, notwithstanding any other provision of this Agreement and at the sole discretion of City, result in the immediate termination of this Agreement. Article 8. Attorneys' Fees Section 8.01. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. Article 9. Notices Section 9.01. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the day of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and (ally prepaid to the appropriate address set forth below, or such other address as a Party may provide notice of in accordance with this section: City City Clerk City of Redlands 35 Cajon Street, Suite 2 Redlands Baseball for Youth Josh Forbey, League President PO Box 7875 Redlands, CA 92373 4 HAQuality of Life\RBY Agreement\RBY Field Rental Agreement 11,1820,docx.jn P.O. Box 3005 (mailing) jmt@alphalpub.com Redlands, CA 92373 909-732-8523 jdonaldson@cityofredlands.org 909-798-7631 Section 10. Termination Section 10.01. This Agreement may be terminated by either Party by providing thirty (30) days prior written notice to the other Party. Article 11. Reporting and Accountine Requirements Section 11.01. At all times during the term of this Agreement, RBY shall maintain true, proper, and complete books, records, and accounts (collectively, "Books and Records") in which shall be entered fully and accurately all transactions taken with respect to the operations of RBY. RBY shall maintain the Books and Records in accordance with Generally Accepted Accounting Principles. Section 11.02. If the RBY has been audited by an independent auditor or has been the subject of a compliance audit/examination by a regulatory agency during the past three years, audit reports and management letters indicating compliance violations, fraud, illegal acts, material weaknesses in internal control structure or reportable conditions, in connection with such audits shall be delivered to the City thirty (30) days prior to the effective date of this agreement. If no audits or events as described above have occurred during this period, RBY shall provide City a written assertion that no audits or similar examinations have occurred during the three (3) year period and an assertion that the RBY is not aware of any events or conditions, described above, or other information that might reasonable impact City's decision to fund the grant as requested. Section 11.03. City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit RBY's accounting procedures and internal controls of RBY's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. RBY agrees to fully cooperate with any such audit(s). Section 11.04. This right to audit shall extend during the term of this Agreement and for a period of three (3) years or longer, if required by law, following the date of this Agreement. RBY agrees to retain all necessary records/documentation for the entire length of this audit period. Section 11.05. RBY shall, upon request, furnish the City with a Balance Sheet and Income Statement describing the receipt and disbursement activities of RBY. In its sole and absolute discretion the City may also require RBY to submit: (1) quarterly check registers and descriptions of each disbursement; (ii) budget -to -actual -results; and (iii) a statement of position describing the assets and liabilities of RBY. All reports shall be due to the City no later than 5 HAQuality of Life\RBY AgreemenARBY Field Rental Agreement 11.18.20.docx.jn forty-five (45) days upon request by City. In the event that an independent audit is conducted, RBY shall forward a copy of the audited report to the City for review, including any Management Letter, Report on Internal Controls, or Reportable Conditions letter generated during the course of the audit. Section 11.06. RBY agrees to exercise prudent financial management processes including proper oversight of all assets, budget preparation, and timely reporting including budget -to -actual -comp arisons . Section 12. Entire Agreement Section 12.01. No waiver by either Party of any provision of this Agreement, or waiver of any breach of this Agreement, shall be deemed to be a waiver of any other provision of this Agreement, or of any subsequent breach by either Party of the same or any other provision of this Agreement. Section 12.02. If any provision of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, this Agreement shall otherwise remain in full force and effect and shall be construed in all respects as if such invalid or unenforceable provision was omitted. Executed as of the 1st day of December, 2020, at Redlands, California CITY OF REDLANDS REDLANDS BASEBAL ALL FOR O Paul W. Foster, Mayor Josh Forbey, League President ATTEST: .11�1m�e Donaldson, City Clerk 6 HAQuality of Life\RBY Agreement\RBY Field Rental Agreement 11.1$.20.docx jn EXHIBIT "A" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) Bybeing insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employerto be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code § 1861). V I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. REDLANDS BASEBALL F Y-OUTH B Date: 11-i8.1_a Lo Josfi Forbey, League President 7 HAQuality of Life1RBY Agreement\RBY Field Rental Agreement 11.18.20.doox.jn