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HomeMy WebLinkAboutContracts & Agreements_97-2021CITY OF REDLANDS FIELD RENTAL AGREEMENT This field rental agreement ("Agreement") is made and entered into this 15th day of June, 2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and Junior All American Football and Cheer, a non-profit charitable organization ("JAAF"). City, for and in consideration of the obligations to be performed by JAAF under this Agreement, hereby provides JAAF with the non-exclusive use of Fields 1 through 4, associated storage areas, and the snack bar facilities located within the City's Community Park (collectively, the "Premises) during the dates and times specified herein. City and JAAF are sometimes individually referred to herein as a "Party" and, together, as the "Parties " AGREEMENT Article 1. Term Section 1 01 The term of this Agreement shall commence on its Effective Date and expire on December 31, 2021 (hereinafter the "Term"). Section 1 02. Either Party may terminate this Agreement, without cause, by providing thirty (30) days prior written notice to the other Party specifying the date for termination of this Agreement; provided, however, no termination by JAAF shall be effective unless JAAF at such time has fully compensated City in the amount described in Section 2.01 hereof. Article 2. Rent Section 2.01 JAAF shall pay to City, on or before June 30, 2021 (the "Due Date"), the sum of one thousand seven hundred and sixteen dollars ($1,716) as rent (the "Rent") for the Premises. However, such rent shall be reduced by two hundred and eighty six dollars ($286) per month for any month JAAF is unable to use the Premises due to the COVID 19 pandemic, as determined in the sole discretion of City Section 2.02. JAAF may choose to perform in -kind -services at the Premises, in accordance with Article 4, which may subsequently be credited against JAAF 's payment of Rent ("Improvement Work"). The value of the Improvement Work may be credited against Rent, in an amount not to exceed one thousand five hundred dollars ($1,716) Section 2.03 If a payment of Rent or Reservation Fees (as hereafter defined in section 2.04) is not postmarked and received by City by their respective Due Dates as provided herein, such payment shall be considered late, and JAAF 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 JAAF may request reservation of the Premises for additional times and dates not specified herein, at the rate of thirty-two dollars ($32) 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 JAAF for the same. 1 L:\ea\djm\Agreernents\JAAF Field Rental Agreernent.FY20-0115.docx jn Article 3. Use of Premises Section 3 01 The Premises shall be used by JAAF for the sole purpose of conducting JAAF youth football and cheer programs only, which shall at all times be done m a safe and businesslike manner JAAF 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 JAAF Section 3 02. JAAF shall have primary use of fields 1 through 4 at Community Park from July 1, 2021 through December 31, 2021 Section 3 03 City may charge JAAF a fee in the amount of ten dollars ($10) per field, per hour, for any scheduling changes made by JAAF without the aforementioned forty-five day notice ("Reservation Fees") Payment of Reservation Fees shall be made within thirty (30) of the date of City's invoice to JAAF for the same. Section 3 04 JAAF may utilize the snack bar facility for sale and service of food and beverage products during and in connection with JAAF's use of the Premises. JAAF 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 JAAF shall be responsible for all trash clean up and servicing of waste receptacles within the Premises on weekends during use. JAAF shall provide routine maintenance and preparation of the fields, defined for the purpose of this Agreement as. mowing and field lighting maintenance schedule. Section 4 02 JAAF 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 fields. Section 4 03 Prior to commencing Improvement Work, JAAF shall provide City with fourteen (14) days advanced written notice and the estimated value of such work. City shall provide JAAF 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, JAAF shall provide written notification to City no more than fourteen (14) days after JAAF's completion (the "Completion Notice") of such Improvement Work. City shall inspect any completed Improvement Work within thirty (30) days of receipt of JAAF'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 JAAF 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, 111 Lugonia Ave, Redlands, CA 92373 2 L:\ca\djm\Agreements\JAAF Field Rental Agreement.FY20..0115.doex.jn Section 4 04 JAAF 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 JAAF as to whether any Improvement Work constitutes a "Public Work" as that term is defined by California Labor Code section 1720, and JAAF acknowledges and agrees that JAAF shall be solely responsible and liable for the determination of whether such work constitutes a "Public Work." JAAF acknowledges and agrees that City is not an awarding authority for any contract entered into by JAAF for any Improvement Work, nor is City otherwise undertaking any "Public Work" for purposes of California Labor Code section 1781 JAAF 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 liabilitybased upon any assertion that City, RUSD or JAAF has failed to comply with any applicable provision of the California Labor Code in connection with JAAF's undertaking of Improvement Work. This Section 4 04 shall survive any termination or expiration of thisAgreement. Article 5. Indemnity and Insurance Section 5 01 JAAF 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 JAAF's negligent acts or omissions, and the willful misconduct of JAAF, and that of JAAF's agents, employees and invitees, during JAAF'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. JAAF shall maintain, at its own cost for the term 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 RCB shall provide City with a certificate of insurance and endorsements evidencing City as an additional insured on the policy prior to RCB'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 RCB 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 Section 5 03 JAAF 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 JAAF shall provide City with Exhibit "A," titled "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 JAAF 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 3 L:\ca\djm\Agreements\JAAF Field Rental Agreement.FY20-0115.docx jn Term of this Agreement. The City will invoice JAAF once a month for electrical charges used at the Premises. Article 7. Assignment Prohibited Section 7 01 This Agreement is personal to JAAF JAAF 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 or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully 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 P 0 Box 3005 (mailing) Redlands, CA 92373 j donaldson@cityofredlands. org 909-798-7631 JUNIOR ALL AMERICAN FOOTBALL AND CHEER. Jerry Robinson, President 1255 Via Antibes Redlands, CA 92374 coachjay29@yahoo com 909-492-3909 Article 10. Reporting and Accounting Requirements Section 10 01 At all times during the term of this Agreement, JAAF 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 JAAF JAAF shall maintain the Books and Records in accordance with Generally Accepted Accounting Principles. Section 10 02. If the JAAF has been audited by an independent auditor or has been the subject 4 L:\ca\djni\Agreements\JAAF Field Rental Agreement.FY20-0115.docx jn 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, JAAF shall provide City a written assertion that no audits or similar examinations have oceurred during the three (3) year period and an assertion that the JAAF 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 10 03 City reserves the right to designate its own employee representatives or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit JAAF's accounting procedures and internal controls of JAAF'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 audits shall be undertaken by City or its representatives at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. JAAF agrees to fully cooperate with any such audits. Section 10 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. JAAF agrees to retain all necessary records/documentation for the entire length of this audit period. Section 10 05 JAAF shall, upon request, furnish the City with a Balance Sheet and Income Statement describing the receipt and disbursement activities of JAAF In its sole and absolute discretion the City may also require JAAF to submit: (I) 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 JAAF All reports shall be due to the City no later than forty-five (45) days upon request by City In the event that an independent audit is conducted, JAAF 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 10 06 JAAF agrees to exercise prudent financial management processes including proper oversight of all assets, budget preparation, and timely reporting including budget -to -actual - comparisons. Section 11. Entire Agreement Section 11 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 11 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. 5 L:\ca\djm\Agreenients\JAAF Field Rental Agreement.FY20-0115.docx jn Executed as of the 15th day of June, 2021, at Redlands, California CITY OF REDLANDS JUNIOR ALL AMERICAN FOOTBALL AND CHEER Paul`T Banch, Mayor rry Robinson, President ATTEST ne Donaldson, City Clerk 6 L \ca\djm\Agreements\JAAF Field Rental Agreement.FY20-0115.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 liabilityto 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 employer to 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). 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 JUNIOR ALL AMERICAN FOOTBALL AND CHEER By Jeifdbinson, President 7 L:\ca\djnt\Agreements\JAAF Field Rental Agreement.FY20-0115.docx,jn Date: