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HomeMy WebLinkAboutContracts & Agreements_71-2016 FACILITY USE AGREEMENT This Facility Use Agreement ("Agreement") is made and entered into this 10 day of April, 2016 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and the GS Andiamo (GSA). City and GSA are sometimes individually referred to herein as a "Party" and,together, as the "Parties." ARTICLE I. PREMISES Section 1.01 City agrees to permit GSA to use the parking lot and restrooms, located at the Redlands Sports Park, Redlands, California("the Premises"). ARTICLE 2. TERM Section 2.01. This Agreement shall be for a term of two (2) years, unless earlier terminated as provided for herein. ARTICLE 3. FEES AND DEPOSIT Section 3.01. Commencing upon Effective Date of this Agreement, City will waive the fee and deposit for GSA's use of the parking lot and restrooms. GSA shall assume full responsibility for its personal property used at the Premises, and shall hold City harmless for any theft, damage and other incidents relating to GSA's personal property, unless due to the negligence of City. ARTICLE 4. USE OF PREMISES Section 4.01. The Premises shall be used for the exclusive purpose of operating the GSA's Junior Cycling Program events. As a non-profit association, GSA will offer cycling development programs for the community. GSA will also provide scholarships to families who cannot afford the cost of the program. GSA shall not use or permit the Premises to be used for any other purpose without the prior written consent of City. Operation of Business Section 4.02. During the term of this Agreement, GSA shall, unless prevented by conditions beyond its control, conduct business of the type and nature specified in Section 4.01 of this Agreement on the Premises in a safe and business like manner. Because City contracts the scheduling and operation of youth soccer programs at the sports park with the American Youth Soccer Organization ("AYSO"), GSA shall submit a request in writing to AYSO for dates and times to use the parking lot and restrooms seventy (70) days in advance. AYSO shall respond to such requests within thirty-five (35) days of receipt. GSA shall submit request and proof of non- scheduling conflict to City for final approval. The Premises shall be used only for the time and dates approved by AYSO and City. For GSA's use of the Premises and provision of security, City will waive the fee for the use of the parking lot and restrooms as well as the Two Hundred Dollar ($200) security deposit. GSA shall assume full responsibility for its personal property used at the Premises, and shall hold City harmless for any theft, damage and other incidents relating to GSA's personal property, unless due to the negligence of City. User Responsibility_ Section 4.03. GSA shall be solely responsible for the set up and cleaning associated with its business, and shall maintain the Premises in a clean manner and litter free. Insurance Hazards Section 4.04. GSA shall not commit, or permit the commission, of any acts on the Premises, or use or permit the use of the Premises, in any manner that will increase the existing rates for, or cause the cancellation of, any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises. GSA shall, at its own cost and expense, maintain insurance for all personal property and improvements on the Premises. Waste or Nuisance Section 4.05. GSA shall not commit, or permit the commission by others, of any waste on the Premises. GSA shall return the premises to the original condition after each use. GSA shall not maintain, commit or permit the maintenance or commission of any nuisance on the Premises, and GSA shall not use or permit the use of the Premises for any unlawful purpose. Compliance with Laws Section 4.05. GSA shall, at GSA's sole cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, federal, state and county or municipal, relating to GSA's use and occupancy of the Premises for GSA's operation of business whether those statutes, ordinances, regulations and requirements are now in force or are subsequently enacted. The judgment of any court of competent jurisdiction, or the admission by GSA in a proceeding brought against GSA by any government entity that GSA has violated any such statute, ordinance, regulation or requirement shall be conclusive as between City and GSA and shall constitute grounds for termination of this Agreement by City. ARTICLE 5. INDEMNITY AND INSURANCE Section 5.01. GSA shall defend, indemnify and hold harmless City, its elected officials, officers and employees from and against any and all claims, losses, damages, causes of action and liability resulting from the negligent acts or omissions, or willful misconduct, of GSA, and its agents and employees and invitees, during GSA's use of the Premises. Section 5.02. City shall defend, indemnify and hold harmless GSA, its trustees, board members, students, employees and agents from and against any and all claims, losses, damages, causes of action and liability resulting from the negligent acts or omissions, or willful misconduct, of City, its elected officials, officers and employees during GSA's use of the Premises. Section 5.03. GSA shall secure and maintain throughout the term of this Agreement the following types of insurance: (1) 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 a responsible insurance company licensed to do business in the State of California and acceptable to City. (2) Additional Named Insured: All policies shall contain endorsements naming City and its elected officials, officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of this Agreement. (3) Waiver of Subrogation Rights: GSA shall require the carriers of the above required coverage to waive all rights of subrogation against City, and its elected officials, officers, employees, agents, volunteers, contractors and sub-contractors. (4) Policies Primary and Non-Contributory: All policies required above are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by City. (5) Proof of Coverage: GSA shall provide City with a certificate of insurance showing City to be an additional insured on the policy. The policy shall require that before amending or canceling the policy, the issuing insurance company shall give City at least thirty (30) days prior written notice. (5) Workers' Compensation and Employer's Liability insurance: GSA shall provide City with Workers' Compensation and Employer's Liability insurance in the amount that meets the statutory requirement shall be in force with an insurance carrier acceptable to the City. ARTICLE 6. TAXES AND UTILITIES Utilities Section 6.01. City shall pay, and hold GSA free and harmless from, all charges for the furnishing of gas, water, sewer, electricity, solid waste disposal and other public utilities to the Premises during the term of this Agreement. GSA shall pay, and hold City free and harmless from, additional solid waste services beyond existing services by GSA at the Premises. ARTICLE 7. INDEMNITY AND INSURANCE Section 7.01. GSA is a self-insured, non-profit organization. GSA shall defend, indemnify and hold harmless City, and its elected officials, officers, employees, agents and volunteers, from any and all liabilities for injury to persons and damage to property arising out of any negligent act or omission, or willful misconduct, of GSA, or its trustees, board members, employees, agents or volunteers, in connection with operation of its business at the Premises. Section 7.02. City is a self-insured public entity. City shall defend, indemnify and hold harmless GSA, and its trustees, board members, employees, agents and volunteers, from any and all liabilities for injury to persons and damages to property arising out of any negligent act or omission, or willful misconduct, of City, or its elected officials, officers, employees, agents or volunteers, in connection with its operation of the Redlands Community Center. ARTICLE 8. MISCELLANEOUS Section 8.01. GSA shall not encumber, assign, or otherwise transfer this Agreement, any right or interest in this Agreement, or any right or interest in the Premises or any improvements that may now or hereafter be constructed or installed on the Premises. Any encumbrance, assignment, transfer, or subletting without the prior written consent of City, whether voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of City, result in the immediate termination of this Agreement. Section 8.02. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either Party to this Agreement by the other Party to this Agreement shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom they are directed, or in lieu of personal service, when deposited in the United States mail, first-class postage pre-paid, addressed to GS Andiamo Junior Cycling, 101 Hillside Way, Redlands, CA 92373 or to City at I I I W. Lugonia Avenue, P.O. Box 3005, Redlands, CA 92373. GSA and City may change their respective addresses for the purpose of this section by giving written notice of that change to the other Party in the manner provided in this section. Section 8.03. This Agreement constitutes the entire agreement between City and GSA respecting GSA's use of the Premises, and correctly sets forth the obligations of City and SCTA to each other as of its Effective Date. Any agreements or representations between the Parties respecting the Premises not expressly set forth in this Agreement are null and void. Section 8.04. 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. Section 8.05. This Agreement may be terminated by either Party by giving ninety (90) days prior written notice to the other Party. Executed at Redlands, California. CITY OF REDLANDS GS ANDIAMO Paul W. Foster, Mayor Sean Wilson, GS Andiarno Representative ATTEST: Sarn l in, (;Ay Clerk 3 A Ndiaino kaci[ity Use ALicemcni 4 19A6 doex