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HomeMy WebLinkAboutContracts & Agreements_146-2021CITY OF REDLANDS FIELD RENTAL, AGREEMENT This field rental agreement ("Agreement") is made and entered into this 20th day of July,2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and Redlands Baseball 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, associated storage areas, and the snack bar facilities located within the City's Community Park (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." 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 I 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 RBY shall be effective unless RBY at such time has fully compensated City in the amount described in Section 2 01 hereof Article 2. Rent Section 2 01 RBY shall pay to City, on or before October 2Q, 2021 (th "Due Date"), the sum pf one thousand five hundred dollars ($1,500) as rent (the "Rent") for the -Premises. However, such rent shall be reduced by five hundred dollars ($500) per month for any month RBY is unable to use the Premises due to the COVID 19 pandemic, as determined in the sole discretibn of 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 one thousand five hundred dollars ($1,500) 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 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 fifteen dollars ($15) per hour if field lights are utilized, and ten dollars ($10) per hour if field lights are not utilized, at least a fourteen (14) day prior written request for the same to City ("ReSerVation Fee') Payment of Reservation Fees shall be made due within thirty (30) days of the date pf City's invoice tp RBY for. the same L \ca\dim Agreements\R.BY Field Rental Agreement FY21-0007 docxjn 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- I 9 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 2 through 7 at Community Park from September 1, 2021 through December 31, 2021 RBY shall have primary use of fields 1 through 7 at Community Park from October I, 2021 through December 1, 2021 Section 3 03 RBY shall have use of the fields on Sunday between the hours of 8 00 a.m and 400 p.m. Section 3 04 City may charge RBY a fee in the atnount 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 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. linprovement Work Section 4 01 RBY shall be responsible for all trash clean up and servicing of waste receptacles within the Premises during use RBY 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 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 Section 4 03 Prior to commencing Improvement Work, RBY shall provide City with fourteen (14) days advanced written notice and the estimated value of 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 Improve.iffent Work has been performed in accordance with this Agreement 2 L ka\dim \Agreernents\RBY Field Rental Agreement FY21-0007 doejn ( 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, 111 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 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 04 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' § 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 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 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 RBY 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 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 requireinents, in accordance with the laws of the State of California, with an insurance carrier acceptable to City RBY 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. 3 L \ea\rljrn\ AgreementskR1BY Field Rental Agreement.FY2 1-0007 docx.jn 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. Assi nment 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 Agreetnent, shall be in writing. Any such notice shall be deemed delivered (i) on the day of delivery in person, (ii) lie (5) days afteiuideposit 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 4 P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org 909-798-7631 REDLANDS BASEBALL FOR YOUTH. Josh Forbey, League President P 0 Box 7875 Redlands, CA 92373 jmt@alphalpub.com 909-732-8523 Article 10. Reporting and Accounting Requirements Section 10 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 acciirgely all transactions taken With respect to the operations of RBY RBY shall L eaNdim\Agreements\RBY Field Rental Agreement FY2I-0007 docxjn maintain the Books and Records in accordance with Generally Accepted Accounting Principles. Section 10 02 lithe 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 I() 03 City reserves the right to designate its own employee representatives or its contracted representatives with a Certified Public Accounting firm who shall have the right to audit RBY' 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 audits shall be undertaken by City or its representatives at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. RBY 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 ofth is Agreement. RBY agrees to retain all necessary records/documentation for the entire length of this audit period Section 10 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 discretioh the City may also require RBY 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 RBY 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, 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 ofthe, audit. Section 10 06 RBY agrees to exercise prudent financial management processes including proper oversight of all assets, budget preparation, and timely reporting including budget -to -actual - comparisons. Section 1 I . 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 reaon by .a court of competent jurisdiction, this -Agreement shall otherwise remain in full force and effect and shall be cohstrued in all respects as if such invalid or unenforceable provision was omitted. 5 L kca,,djnMgreements\ RBY 'Field Rental Agreement FY21-0007'docx in — 444 Executed as of the 3rd day of August, 2021, at Redlands. California CITY O- ' I LANDS Paul T Barich, Mayor ATTEST nne Donaldson, City Clerk 6 L \ca\ajm\Aereements'RBY Field Rental Agreement FY2 1 0007 docx jn REDLANDS B F,BAbL FOR YOUTH Josh Forbey, League President 5co7r- p er- VP 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) By being 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 ernployer, 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 § I 861) 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 1 become subject to the workers' compensation laws of California, immediately 1 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 BASEBALkFOR YOUTH By. Josh Forbey, League President jcp "44.34..6- lc_ I VP Date -7 \Agreements\RBY Field Rental Agreement.FY2 1-0007 docx.jn