2020-22 Boys & Girls Club of Coachella Valley - La Quinta - Joint UseRevised May 2017
M E M O R A N D U M
TO: Jon McMillen, City Manager
FROM: Christina Calderon, Community Resources Manager
DATE: June 16, 2020
RE: Joint Use of Facility and Services Agreement with Boys and Girls Club
of Coachella Valley (B&G)
Attached for your signature is the agreement with B&G for the shared facility use at
the President Gerald R. Ford Boys and Girls Club of La Quinta located at 49995 Moon
River Dr, La Quinta, CA 92253.
Please sign the attached agreement and return to the City Clerk for processing and
distribution.
Requesting department shall check and attach the items below as
appropriate:
_X_ Contract payments will be charged to account number: 101-3001-60135
_X_ Amount of Agreement, Amendment, Change Order, etc.: $40,000 annually
N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is
attached with
_____ no reportable interests in LQ or ____ reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this
Consultant does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
_X_ Approved by the City Council on June 16, 2020
_X_ City Manager’s signature authority provided under Resolution No. 2019-021 for budgeted
expenditures of $50,000 or less. This expenditure is $80,000 for 2-year term and authorized
by Community Resources Director Escobedo.
N/A Initial to certify that 3 written informal bids or proposals were received and considered in
selection
The following required documents are attached to the agreement:
_X_ Insurance certificates as required by the agreement (approved by Risk Manager on
_____________ date)
N/A Performance bonds as required by the agreement (originals)
N/A City of La Quinta Business License number ________________________
N/A A requisition for a Purchase Order has been prepared (amounts over $5,000)
JOINT USE OF FACILITY AND SERVICES AGREEMENT
This Joint Use of Facility and Services Agreement (the “Agreement”) is hereby
entered into by and between the BOYS AND GIRLS CLUB OF COACHELLA
VALLEY, a chapter member of the BOYS AND GIRLS CLUB OF AMERICA,
a nonprofit organization (the “CLUB”), and the CITY OF LA QUINTA, a
California municipal corporation (the “CITY”), as of this 1 day of July,
2020 (the “Effective Date”). CITY and CLUB are hereinafter sometimes
referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the CITY is the owner of certain real property located in the
City of La Quinta consisting of approximately 3.06 acres and improved with a
facility more commonly known as the President Gerald R. Ford Boys and Girls
Club of La Quinta (“Facility”); and
WHEREAS, on or about February 4, 1992, the CITY entered into a 40-
year lease with the CLUB for the purpose of allowing the CLUB to build and
utilize the Facility, which lease has been amended on three (3) prior occasions
(as amended, the “Lease”); and
WHEREAS, the CITY desires to use the Facility, and the CLUB desires
to grant a license to the CITY, to enter upon, occupy, use and operate,
according to the terms, condition and covenants herein contained, the Facility
(with the exception of and subject to the terms contained in the “Reserved
Areas” identified in Section 1.3 below), for recreation purposes; and
WHEREAS, as a condition of this Agreement, the CLUB has agreed to
allow the CITY to utilize, subject to the restrictions and conditions set forth
herein, the Facility; and
WHEREAS, the CITY is the owner of a classroom attached to the west
side of the Facility more commonly known as the “Fitness Classroom”; and
WHEREAS, the CLUB desires to use the Fitness Classroom, and the
CITY desires to grant a license to the CLUB, to enter upon, occupy, use and
operate, according to the terms, conditions and covenants herein contained,
the Fitness Classroom, for recreation purposes; and
WHEREAS, on or about March 16, 2020, the CLUB suspended
all programming due to the onset of the COVID-19 pandemic; the CITY and
CLUB have mutually agreed to work together to continue to provide
services in compliance with COVID-19 for health and safety, sanitation,
and social distance protocols; and
WHEREAS, this Agreement sets forth the terms and conditions for the
CITY’s use of the Facility and the CLUB’s use of the Fitness Classroom, as well
as the rights and obligations of the Parties hereto with respect to the shared
use, operations, maintenance, and funding requirements associated with this
Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the recitals set forth above,
which are incorporated herein by this reference, the covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the CLUB and the
CITY agree as follows:
1.0 SHARED USE OF FACILITY; SHARED USE OF FITNESS
CLASSROOM
1.1 CLUB Grant of Use of Facility. Except for those office areas identified
as reserved in Section 1.7 below, the CLUB hereby grants to the CITY for a
term beginning July 1, 2020 to June 30, 2022, a license to enter upon, occupy,
use and operate, according to the terms, conditions and covenants herein
contained, the Facility during the time frame set out for CITY use in Section
1.2 below.
1.2 Basic Schedule for CITY Use ("CITY Time").
Monday through Thursday 7 p.m. – 10 p.m. (Year-Round)
Saturdays 6 p.m. – 10 p.m. (Year-Round)
7 a.m. – 6 p.m. (Up to 6 times per
calendar year with CLUB’s Staff
approval)
Sundays 7 a.m. – 10 p.m. (Year-Round)
1.3 CITY Grant of Use of Fitness Classroom. The CITY hereby grants to
the CLUB for a term beginning July 1, 2020 to June 30, 2022, a license to
enter upon, occupy, use and operate, according to the terms, conditions and
covenants herein contained, supervised access to the Fitness Classroom upon
prior written approval of CITY staff.
1.4 Quarterly Schedule Review. The CLUB and the CITY shall meet and
confer at least quarterly to discuss their programming plans for the Facility
and Fitness Classroom and avoid duplication of services as both Parties agree
is reasonable. The CITY shall implement a program plan within 60 days from
the date of this Agreement, and maintain said plan in accordance with its
terms.
1.5 Permitting Other Group Use. During such periods of CITY time that
the CITY does not have a proposed group use of the Facility, the CITY may
permit public benefit groups (“Permittees”) to utilize such periods of CITY
time. If it does so, the CITY will take the necessary steps to require the
Permittees to meet the insurance and all other requirements of this
Agreement.
1.6 Duty to Supervise. During all such times as all or part of the Facility
is permitted by the CITY to be used by one or more Permittees, the CITY shall
provide competent, on-site supervision of said Permittees by an appropriate
contingent of responsible adults, and such appropriate security therefore
necessary to prevent property damage or intentional personal injury.
1.7 Liability for Damage. CITY shall be liable for all property damage and
personal injury that occurs solely as a result of actions by CITY or CITY’s
guests or attendees with respect to the use of the Facility, and shall hold the
CLUB harmless from any and all such liability. CLUB shall be liable for all
property damage and personal injury that occurs solely as a result of actions
by CLUB or CLUB’s guests or attendees with respect to the use of the Fitness
Classroom, and shall hold the CITY harmless from any and all such liability.
1.8 Specific Violations of Facility Use. Without limitation as to other
possible violations of the Facility use, the CITY shall specifically not permit the
following uses:
1.8.1 Political Activities. CITY shall abide by CLUB's facility use
policies and shall not permit or tolerate the use of the Facility for campaigning
or otherwise working for the nomination or election of any individual to any
public office, partisan or nonpartisan, or for any ballot measure, including any
initiative, referendum, or advisory vote, except with the advance written
permission of the CLUB, as a forum for open public debate by candidates on
the condition that no member of the public shall be excluded therefrom.
1.8.2 Alcohol, Drugs, or Tobacco. CITY shall abide by CLUB's facility
use policies and not allow alcohol, illegal drugs, or tobacco to be sold, used or
consumed in, on or about the Facility. CITY shall not permit or allow any
portion of the Facility to be rented or utilized by any person, group or company
that intends to provide alcoholic beverages at an event or meeting. The CITY
shall make these facts known, in writing and through oral communications, to
all staff members and participants at the Facility.
1.9 Reserved Areas.
1.9.1 CLUB Office Areas. Excepted from the license herein granted to
CITY is the area of the CLUB's staff offices.
1.9.2 Storage Areas. Excepted from the license herein granted is the
area of the CLUB's storage for games and supplies which is hereby specifically
reserved and granted to the exclusive and full time use of the CLUB during
the term of this Agreement.
2.0 OPERATIONS.
2.1 Fees. CITY may charge attendance fees to its invitees and users.
2.2 Log Book. Each Party shall keep, maintain and permit the inspection
by the other Party of, a joint log book in a form approved by the CLUB and
the CITY in which the CITY and the CLUB shall maintain a record of acts of
vandalism, repairs, incidents of graffiti, and other major incidents.
2.3 Procedure Training. CITY shall cause and train its employees to
comply with procedures in a manual ("Procedures Manual") the CLUB prepares
regarding utility turn-offs, alarm responses, locking up/closing, key
distribution, facility damage (including graffiti reporting). The CLUB shall
provide CITY with a copy of hereby mentioned Procedures Manual and provide
CITY with a facility alarm code.
2.4 Key Provision. Parties will coordinate on providing keys and lock up
procedures and use of the alarm system.
2.5 Maintenance. Except for conditions which may be corrected by normal
janitorial services, all Parties shall leave the Facility at the conclusion of their
daily time allotment in a neat and clean condition and one that does not
impose any additional duty on the janitorial and custodial services staff, or
upon the next occupant of the Facility. The Facility shall be kept and
maintained in a clean, sanitary and safe condition as established by the CLUB.
The CLUB shall also be responsible for acceptable maintenance of all landscape
areas, playgrounds, parking lots, and trash enclosure. Except for conditions
which may be corrected by normal janitorial services, all Parties shall leave
the Fitness Classroom at the conclusion of any use in a neat and clean
condition and one that does not impose any additional duty on the janitorial
and custodial services staff, or upon the next occupant of the Fitness
Classroom. The Fitness Classroom shall be kept and maintained in a clean,
sanitary and safe condition as established by the CITY.
3.0 MUTUAL INDEMNITY AND RELEASE. Reciprocal Indemnity for
Invitee's, Employee's or Trespasser's Personal and Property Injuries.
Each Party ("Indemnifying Party") indemnifies each other Party ("Indemnified
Party"), holds the Indemnified Party harmless, and agrees to defend the
Indemnified Party against loss, damage or liability on a claim, the adverse
judgment, adverse order on, or good faith settlement of, such a claim,
including attorney’s fees and court costs in defending such claim, suffered by
an Indemnified Party due to personal injury to, or damage to the property of,
an invitee (including a Permittee) of an Indemnified Party ("Indemnified's
Invitee"), an employee ("Indemnified's Employee") of an Indemnified Party,
or to a trespasser or other uninvited person, at the Facility and/or Fitness
Classroom primarily caused by the act or omission of the Indemnifying Party,
its employees or invitees.
4.0 INSURANCE. The Parties agree to provide insurance in accordance
with the provisions of this Section 3.
4.1 CITY’s Insurance Obligation. Without limiting the indemnification
provisions provided herein, the CITY, at its sole expense, shall obtain and keep
in force during the term of this Agreement and any extensions thereof, a policy
or policies of general liability insurance covering all injuries to persons and
damage to property occurring in, upon or about (i) the Facility resulting from
any actions or omissions of the CITY or any use of the Facility by the CITY or
its invitees in accordance with the terms of this Agreement, or (ii) the Fitness
Classroom resulting from any actions or omissions of the CITY or any use of
the Fitness Classroom by the CITY or its invitees. The policy or policies
evidencing such insurance shall name the CLUB and its officials, officers,
employees, and agents as additional insureds, shall provide that same may
not be cancelled or amended without written notice to the CLUB, and shall
provide for a combined single limit coverage of bodily injury and property
damage in the amount of not less than One Million Dollars ($1,000,000). Such
policy or policies shall be issued by an insurance company licensed to do
business in the State of California and be rated A-/VIII or better by
ambest.com. Prior to the Effective Date, and upon renewal of such policies,
the CITY shall submit to the CLUB certificates of insurance and any applicable
endorsements evidencing that the foregoing policy or policies are in effect. At
the CITY’s option, CITY shall be allowed to self-insure the insurance coverages
as required above.
4.2 CLUB’s Insurance Obligation. Without limiting the indemnification
provisions provided herein, the CLUB, at its sole expense, shall obtain and
keep in force during the term of this Agreement and any extensions thereof,
a policy or policies of general liability insurance covering all injuries to persons
and damage to property occurring in, upon or about (i) the Facility resulting
from any actions or omissions of the CLUB or any use of the Facility by the
CLUB or its invitees, or (ii) the Fitness Classroom resulting from any actions
or omissions of the CLUB or any use of the Fitness Classroom by the CLUB or
its invitees in accordance with the terms of this Agreement. The policy or
policies evidencing such insurance shall name the CITY and its officials,
officers, employees, and agents, as additional insureds, shall provide that
same may not be cancelled or amended without written notice to the CITY,
and shall provide for a combined single limit coverage of bodily injury and
property damage in the amount of not less than One Million Dollars
($1,000,000). Such policy or policies shall be issued by an insurance company
licensed to do business in the State of California and be rated A-/VIII or better
by ambest.com. Prior to the Effective Date, and upon renewal of such policies,
the CLUB shall submit to the CITY certificates of insurance and any applicable
endorsements evidencing that the foregoing policy or policies are in effect.
5.0 SERVICES OF CLUB.
5.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the CLUB shall continue to provide those services related to social
recreation programs to the children of La Quinta according to the Desert Sands
Unified School District Master Calendar.
Regular school session Monday-Friday 2:00 p.m.-7:00 p.m.
School holiday breaks Monday-Friday 7:30 a.m.-5:30 p.m.
Summer break Monday-Friday 7:30 a.m.-5:30 p.m.
Excluding any days off for observance of Boys and Girls CLUB holiday
schedule.
The CLUB is required by this Agreement to be familiar with and comply with
the Community Development Block Grant (CDBG) regulations and shall further
comply with the terms and conditions of any applicable Sub-Recipient
Agreement for the use of Community Development Block Grant Funds entered
into by CLUB and CITY (each a “Sub-Recipient Agreement”). The CLUB
understands and agrees that no waiver or exception can be granted to the
CDBG policies, regulations, or requirements, or any of the terms or conditions
set forth in a Sub-Recipient Agreement except with express written consent
of the City Manager.
The Social Recreation program is to include but is not limited to table games,
board games, game technique clinics, tournaments, holiday parties, and to
provide other opportunities for fun and constructive use of children's leisure
time. CLUB warrants that all services will be performed in a competent,
professional, and satisfactory manner in accordance with the standards
prevalent in the industry for such services.
6.0 COMPENSATION.
6.1 Community Development Block Grant (CDBG). It is the
understanding of the CLUB and the CITY that CDBG funds will be used to fund
this portion of the contract. The maximum sum of Twenty Thousand Dollars
($20,000) per fiscal year is contingent upon the CLUB completing the
necessary reporting documents required by the Riverside County CDBG
program.
6.2 Contract Sum (“License Fee”). For the License Fee the CITY shall
make quarterly payments of $10,000 for a total amount not to exceed Eighty
Thousand Dollars ($80,000) during the term of this Agreement. The first
quarter payment will be prorated based on the number days in operation for
fiscal year 2020-21 due to COVID-19. For the term of this Agreement, the
License Fee payments will be made to the CLUB according to the following
schedule:
Payment Amount Payment Date
$10,000 July 31, 2020 and July 31, 2021
$10,000 October 31, 2020 and October 31, 2021
$10,000
$10,000
January 31, 2021 and January 31, 2022
April 30, 2021 and April 30, 2022
In the event this Agreement is terminated pursuant to the terms hereof,
the final payment shall be as follows: (i) if the final date of this Agreement
occurs on a Payment Date, then the $10,000 payment due on said Payment
Date shall be the final payment due hereunder; and (ii) if the final date of this
Agreement occurs on a date other than a Payment Date, then the payment
due on said final date shall be $10,000 prorated for the number of days during
the last quarter for which this Agreement was in effect.
7.0 PERFORMANCE SCHEDULE.
7.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
7.2 Schedule of Performance. All services rendered pursuant to this
Agreement shall be performed diligently and within the time period
established in Section 4.1. Extensions to the time period specified in Section
4.1 may be approved in writing by the Community Resources Director of the
CITY (the “Contract Officer”). CDBG reporting forms must be filed in a timely
manner in compliance with CDBG reporting timelines.
7.3 Term. This Agreement shall become effective July 1, 2020, and shall
remain in effect for a term of two (2) years, with an option to renew for an
additional 4 years unless earlier terminated as provided herein. Either party
may terminate this Agreement providing the other with six (6) months prior
written notice of the termination date.
7.4 Default. Failure or delay by either party to perform any covenant,
condition or provision of this Agreement within the time provided herein
constitutes a default under this Agreement. The injured party shall give
written notice of default to the party in default, clearly detailing the default to
be cured. The defaulting party shall immediately commence to cure such
default and shall diligently complete such cure within thirty (30) days from
the date of the notice or such longer period if the nature of the default is such
that more than thirty (30) days is required to cure such default.
Notwithstanding any other provision of this Agreement, the injured party shall
have the right to immediately terminate this Agreement by written notice to
the other party in the event of a default which is not cured within the time set
forth in this section.
8.0 RECORDS AND REPORTS.
8.1 Reports. CLUB shall prepare and submit to CITY a monthly report of
attendance concerning the services as outlined in this Agreement. In addition,
a progress report, including an accounting of expenditures, shall be provided
on or about December 15, 2020, June 15, 2021, December 15, 2021, and
June 15, 2022. The CLUB shall prepare reports and intake forms as required
by the Riverside County CDBG program.
8.2 Records. CLUB shall keep such books and records as shall be necessary
to perform the services required by this Agreement and enable the CITY to
evaluate the cost and the performance of such services. Books and records
pertaining to costs shall be kept and prepared in accordance with generally
accepted accounting principles. CITY shall have full and free access to such
books and records at all reasonable times, including the right to inspect, copy,
audit and make records and transcripts from such records.
8.3 Release of Documents. The reports, records, documents and other
materials prepared by CLUB in the performance of services under this
Agreement shall not be released publicly without the prior written approval of
the Contract Officer or except as required by law. CLUB shall not disclose to
any other private entity or person any information regarding the activities of
the CITY, except as required by law or as authorized by the Contract Officer.
8.4 Community Development Block Grant (CDBG) Funding. The CLUB
agrees to comply with the reporting processes of the Riverside County CDBG
program in order to document that the program meets the National Objective
by serving limited clientele – all persons (100%) served by the services
outlined in this Agreement shall be low or moderate income.
9.0 MISCELLANEOUS PROVISIONS.
9.1 Attorneys’ Fees. In the event any declaratory or other legal or
equitable action is instituted between CITY and CLUB in connection with this
Agreement, the prevailing Party shall be entitled to recover from the losing
Party all of its costs and expenses, including court costs and reasonable
attorneys’ fees, and all fees, costs and expenses incurred on any appeal or in
collection of any judgment.
9.2 Notices. Any notice, request, demand, consent, approval or other
communication required or permitted hereunder or by law shall be validly
given or made only if in writing and delivered in person to an officer or duly
authorized representative of the other Party, or deposited in the United States
mail, duly certified or registered (return receipt requested), postage prepaid,
or delivered through another commercially reasonable method, including
facsimile transmission and addressed to the party for whom intended, as
follows:
If to CITY: City of La Quinta
Attn: City Manager
78-495 Calle Tampico
La Quinta, CA 92253
Fax: (760) 777-7101
If to CLUB: Boys and Girls Club of La Quinta
Attn: Quinton Egson, Chief Executive Officer
42600 Cook Street, Suite 120
Palm Desert, CA 92260
Fax: (760) 836-1160
Any Party may from time to time, by written notice to the other, designate a
different address which shall be substituted for that specified above. If any
notice or other document is sent by mail as aforesaid, the same shall be
deemed fully delivered and received forty-eight (48) hours after mailing as
provided above. If any notice or document is sent by facsimile transmission,
the same shall be deemed fully delivered and received upon the transmission
to the sender of a facsimile confirmation sheet.
9.3 Gender and Number. In this Agreement (unless the context requires
otherwise), the masculine, feminine and neuter genders and the singular and
the plural shall be deemed to include one another, as appropriate.
9.4 Entire Agreement. This Agreement and the Lease constitute the entire
agreement between the Parties hereto pertaining to the subject matter hereof,
and the final, complete and exclusive expression of the terms and conditions
thereof. All prior agreements, representations, negotiations and
understanding of the parties hereto, oral or written, express or implied, are
hereby superseded and merged herein.
9.5 Captions. The captions used herein are for convenience only and are
not a part of this Agreement and do not in any way limit or amplify the terms
and provisions hereof.
9.6 Governing Law. This Agreement and the exhibits attached hereto
have been negotiated and executed in the State of California and shall be
governed by and construed under the laws of the State of California.
9.7 Invalidity of Provision. If any provision of this Agreement as applied
to any Party or to any circumstance shall be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the same shall in no
way affect (to the maximum extent permissible by law) any other provision of
this Agreement, the application of any such provision under circumstances
different from those adjudicated by the court, or the validity or enforceability
of this Agreement as a whole.
9.8 Amendments. No addition to or modification of any provision
contained in this Agreement shall be effective unless fully set forth in writing
by CLUB and CITY.
9.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
9.10 Binding Upon Successors. The terms and conditions, covenants, and
agreements set forth herein shall apply to and bind the heirs, executors,
administrators, assigns and successors of the parties hereof.
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