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OPERATIONAL SERVICES AGREEMENT BETWEEN CITY OF FRESNO AND
LEADERSHIP 1sr for America
FOR LEAD AGENCY OPERATION OF Californ¡a and Elm Community Genter
This Agreement is made and entered into this 1st day of September , 2013, by and
between the CITY OF FRESNO, a municipal corporation ("C|TY") and LEADERSHIP 1sr for
America, a nonprofit corporation ("USER').
RECITALS
A. CITY is the owner of the properly located at 1802 E California Ave and
commonly known as the California and Elm Community Center.
B. CITY's Director of Parks, After-school, Recreation and Community Services
("Director") (including Director's designated representatives) is charged with the responsibility of
supervising the use of CITY's parks and recreational facilities.
C. USER is organized as a nonprofit corporation to provide services and
opportunities for all ages with an emphasis on leadership and entrepreneurship.
D. USER has an objective of providing leadership, entrepreneurship, educational
and physical fitness opportunities to the public.
E. CITY and USER desire to enter into an Agreement to operate the Center,
pursuant to the terms hereof.
The right to use and operate the Center without payment of full fair market value rent conveys a
valuable benefit. CITY intends to grant use of certain recreational facilities, such as the Center,
to nonprofits on the condition that the USERS will provide a minimum amount of "Community
Services." "Community Services" is broadly defined as including programs, services and
activities that are consistent with the CITY's Parks, After-school, Recreation and Community
Services Department ("PARCS") mission of creating 'community' through people, parks, and
programs by enriching the lives of Fresno citizens through investment in park and open spaces
for recreation, and providing diverse opportunities for human development and social
interaction.
ln light of the foregoing, the parlies hereto do hereby agree as follows:
AGREEMENT
SECTION 1. TERM OF AGREEMENT.
This Agreement shall be for a term commencing on September 1 , 2013, and expiring no later
than August 31,2016 (3 year agreement) unless sooner terminated pursuant to the provisions
of this Agreement. CITY may extend this Agreement by granting up to two (2) one-year
extensions to USER. This Agreement may be terminated by the CITY or USER at any time and
upon ninety (90) days prior written notice to the other party, as further provided herein.
Regardless of the date of execution of this Agreement, the effective date shall be September 1,
2013.
SECTION 2. CITY'S OUTSOURCING POLICY
A. The Center was constructed to provide Community Services. This Agreement grants
certain use and operation of the Center without payment of facility use fees. ln
exchange for the authority to use and operate the Center as set forth herein, USER
agrees to provide, at a minimum, the Community Services identified in this
Agreement. USER acknowledges that its agreement to provide at least the minimum
level of Community Services and programs to the CITY and the community is a
material provision of this Agreement. USER understands that CITY is relying upon
USER actually delivering the program of Community Services as contained within,
and during hours of operations that are comparable to those currently operated by
the CITY
B. USER acknowledges and agrees that any religious or political activity is subject to a
separate rental agreement to be executed by USER and pARCS.
C. CITY may receive requests from the public to rent the Center for an event. The ClTy
shall refer any such requests to USER. Any third party other than CITY that wishes
to rent the Center must do so pursuant to a rental agreement with the USER. USER
shall be entitled to collect and retain reservation revenue necessary to reimburse
USER for the actual and direct expenses incurred in operating the CENTER for the
reserved event. Any and all additional revenue shall be turned over to CITY. USER
acknowledges that no alcoholic beverages shall be sold, served or furnished during
the rental of the Center, unless Director's approval is sought in writing and
permission is granted.
D. CITY may add staff/programming to the site at later date. CITY would pay for a
portion of utilities based on square footage of designated usage space.
E. USER recognizes and has partnered with Saint Rest Baptist Church for daytime use
of the facility as a gathering center for community seniors. Exhibit D attached
explains the intended use by Saint Rest Baptist Church.
F. USER recognizes and has parlnered with West Fresno Family Resource Center to
provide special family programs and measure results of programs provided. Exhibit
D attached explains the intended use by West Fresno Family Resource Center.
SECTION 3. CONTRACT COMPLIANCE AND MONITORING.
A. USER shall be subject to the standards of performance as set forth in this
Agreement. USER shall submit an annual report regarding USER's performance of
the Program and other requirements necessary for CITY to monitor review and
evaluate the performance of the USER. USER's reports must be in a form approved
by the CITY.
B. Records, Reports and Audits of USER:
a. Preservation of Records. USER shall preserve and make available its records:
i. For the period of four (4) years from the date of termination or expiration of this
Agreement; or
ii. For such longer period, if any, as may be required by applicable law.
b. Examination of Records. At any time during normal business hours, and as often as
may be deemed necessary, USER agrees that the CITY, and/or any of its respective
authorized representatives shall have access to and the right to examine all of USER's
records with respect to all matters covered by this Agreement. USER also agrees that the
CITY or any of its authorized representatives shall have the right to audit, examine, and
make excerpts or transcripts of and from such records, and to make audits of all applicable
contracts and subcontracts, invoices, payrolls, records of personnel, conditions of
employment, materials, and all other data relating to matters covered by this Agreement.
CITY may examine records pursuant to this Section throughout the term of this Agreement
and
i. For a period of four (4) years after termination or expiration of this Agreement; or,
ii. For such longer period as may be required by applicable law; or
iii. lf this Agreement is completely or partially terminated, for a period of four (4) years
from the date of any resulting settlement.
C. CITY Audits. The CITY may perform an independent audit. Such audits may cover
programmatic as well as fiscal matters. USER will be afforded an oppodunity to respond to
any audit findings, and have the responses included in the final audìt report. Costs of such
audits will be borne by the CITY, unless the audit has been initiated by CITY in response to
a default hereunder by USER, in which event USER shall be responsible for such audit cost.
SECTION 4. PROGRAM COORDINATION.
A. Prior to the Effective Date of this Agreement, and each year thereafter during the term of
this Agreement, USER shall provide CITY with a draft annual program plan for CITY's
approval. Upon approval of the annual program by the CITY, USER (or USER's
approved subcontractors) shall offer the Community Services described in the Program
to the public in accordance with the approved written plan.
B. USER represents that USER shall employ, at its sole cost and expense, an administrator
who shall act as the director of the Program and shall have overall responsibility for the
progress and execution of this Agreement, as well as supervise the operation of the
Program. USER shall provide CITY with the contact information for USER's Program
Director upon execution of this Agreement. Should circumstances or conditions
subsequent to the execution of this Agreement require a substitute Program Director,
USER shall notify the CITY immediately of such occurrence. Any change in Program
Director will be subject to approval by the CITY. USER's staff shall cooperate fully with
the CITY with respect to all matters related to this Agreement.
C. USER's staff shall attend meetings as required or requested by CITY or Director, which
except in cases of emergency, shall be scheduled with reasonable notice.
D. The parties agree that USER shall be solely responsible for the recruitment, training,
supervision and compensation of USER's employees, including Program employees.
The parties further agree that USER shall be solely responsible for the recruitment,
training and supervision of volunteers to assist in the operation of Center or the
Program.
E. USER may contract with third-party organizations to provide programming at the Center;
however, any such contract shall be subject to advance review and approval by CITY.
Subsequent changes and amendments to such contracts shall also be subject to
advance review and approval by CITY.
SECTION 5. OPERATION OF CENTER
A. CITY grants permission to USER to conduct the Program during the term of the
Agreement, and pursuant to the terms of this Agreement. The use of the Center by
USER shall not be exclusive, and CITY shall have the right at all times to enter upon the
Center for any purpose and to use the same for any purpose not inconsistent with
USER's obligations hereunder. USER shall not pay facility use fees to CITY for USER's
Community Service Program activities which have been expressly approved by CITY,
subject to the provisions of this Agreement, provided that other costs and charges as set
forth herein, may apply.
B. Minimum Hours of Operation. USER shall operate the Center at a minimum every
Monday through Friday from g:00 a.m. to 8:00 p.m. with community services and
recreational activities geared toward school aged children, area senior citizens and
whole families from the surrounding neighborhoods offered during those hours. The City
agrees to augment this effort by providing resources and staffing needed to provide a
previously agreed upon level of recreational services.
C. A location-specific program calendar shall be submitted to CITY on a quarterly basis and
continuously posted for public display at the Center.
D. Minimum Programming Requirements. USER and partners shall, at a minimum, provide
the following:
1. Provide daily a variety of indoor tutoring and literacy activities.
2. Provide daily a variety of leadership and entrepreneurial programs.
3. Provide a variety of hands on entrepreneurial opportunities.
4. Provide a vocational development program.
5. Provide daily a variety of activities for seniors.
6. Provide a variety of family enrichment programming.
E USER shall report any suspicious or illegal behavior or activity at the Center or
surrounding grounds to appropriate authorities, including timely reporting of any graffiti
or vandalism at or affecting the Center.
USER shall be responsible for conducting services at the Center consistent with CITY's
policies and procedures for facility operation, including without limitation,
nondiscrimination practices and procedures
USER's operational obligations shall include reasonable staffing of the Center to cover
front desk information and direction from 9am to 5 pm, Monday through Friday,
excluding holidays. USER agrees that a minimum of one (1) staff member shall be
assigned to the front desk of the Center during business hours.
USER agrees that any and all personnel, either paid or volunteer, whom USER utilizes
in conducting the Program, shall be qualified to perform the duties assigned to them.
USER shall provide CITY with job descriptions of all volunteer and paid positions. All
Center personnel shall be neatly attired and shall conduct themselves at all times in a
courteous and businesslike manner.
USER understands and agrees that the permission granted herein by the CITY to USER
to use and occupy the center is contingent upon the Center being C|TY-owned property.
lf, at any time during the term of this Agreement, the Center should no longer be CITY-
owned property or should become unsafe or unusable for any cause or if CITY
terminates for any other reason, CITY shall have no obligation to provide other facilities.
USER further affirms and acknowledges that USER has no relocation rights with respect
to the Center or the Program if this Agreement is terminated for any reason.
While it is anticipated that USER may apply for grants from various sources to assist in
running USER's programs, nothing herein obligates the CITY to provide any funding to
USER in the operation of any program within the Center. Furthermore, nothing herein
grants USER any priority or special consideration from the CITY when the CITY is
considering the distribution of grant funding to nonprofits and similar entities.
No fees may be charged for the Minimum Program Requirements set forlh in Paragraph
D of this Section. USER may charge fees for participation in approved Community
Serving programming beyond the Minimum Program Requirements. For all programs
for which a fee will be charged, USER must submit a detailed description of the program
to the Director at least fifteen (15) days prior to the initiation of the program. CITY
reserves the right to disallow any fees assessed for participation in USER programs and
activities which the CITY deems to be excessive or inconsistent with the mission of the
PARCS Department.
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L. USER is allowed to retain revenue only up to the amount necessary to reimburse USER
for the actual and direct expenses incurred in operating the CENTER. All excess
revenue shall be turned over to the CITY.
M. USER may reserve the CENTER for fundraising activities on the same terms and
conditions applicable to the general pubhc.
N. USER agrees that CITY will retain sole use of two existing modular storage units located
on the grounds.
SECTION 6. INVENTORY AND USE OF EQUIPMENT.
CITY may agree to make available to USER, at CITY's sole discretion, certain CITY-owned
equipment and furnishings for USER's use in the conduct of the Program. An inventory of such
CITY-owned equipment and furnishings in the Center as of the effective date of this Agreement
is included in Exhibit A. USER agrees to maintain all CITY equipment and furnishings
applicable to this provision in good condition and safe working order, and to return same to
CITY in the same condition as when received by USER, reasonable wear and tear excepted.
The use of City equipment for other purposes outside the scope of this agreement is not
permissible.
SECTION 7. UTILITIES
A. Beginning September 1,2013, through August 31, 2016, Leadership 1st will pay 100o/o
of the cost for gas, electricity, alarm, water, pest control. CITY will continue to take
advantage of opportunities to implement energy conservation measures at the Center as
resources allow.
B. CITY agrees to provide outside garbage and refuse containers at the Center for the
deposit of refuse collection services.
SECTION 8. MAINTENANCE AND REPAIR.
A. USER shall provide routine janitorial maintenance and repair of the Center necessary
through reasonable wear and tear; which includes, at a minimum, spot vacuuming,
mopping, and restroom service. Routine repairs that are the result of normal wear and
tear on the facility will also be the responsibility of USER.
B. CITY shall be responsible for maintaining all turf areas, irrigation, and tree trimming at
the Center and surrounding grounds, subject to available budgetary resources during the
Agreement. USER shall be responsible for maintaining all non-turf landscape areas
including, but not limited to all onsite hardscape, especially sidewalks and parking lots.
C. USER shall make no alteration or change in any manner to the Center or the
surrounding grounds, including electrical, gas or plumbing equipment or facilities. lf
USER desires to alter, modify, change or relocate any utility, equipment, or facilities or of
any part or portion-of the Center, such action shall be subject to the prior approval of
CITY and the costs thereof shall be borne by USER. The parties acknowledge that
USER contemplates the addition of modular structures to the site during the term of this
Agreement, subject to CITY approval.
USER has inspected the Center and agrees to use and occupy the Center in an "as-is"
condition as of the date of this Agreement. Any maintenance or repairs required as a
result of misuse or negligence of USER (including USER's agents, subcontractors,
invitees, and employees) shall be corrected within thirty (30) days by USER. USER may
make arrangements for CITY to make necessary repairs at USER's sole cost and
expense. Failure to complete said repairs within the specified time period may be
grounds for termination.
The USER shall hold the CITY harmless against claims if the CITY determines that it
must temporarily shut down the Center to perform major system repairs.
CITY shall be responsible for structural, equipment repair and other long term capital
repairs of the Center, except to the extent such repair may be caused by the misconduct
or negligent actions or omissions of USER or USER's invitees. USER shall report all
necessary facility maintenance and repairs to CITY in a timely manner. CITY shall
conduct preventative maintenance in a manner consistent with the majority of other
similar CITY community center facilities. Enhanced maintenance requested by USER
above the CITY's minimum levels of service are subject to CITY's approval. Should
USER elect to erect additional structures on leased premises, subject to CITY approval,
USER shall be responsible for 100% of the maintenance and repair costs.
G. No alterations or improvements, including capital improvements and installations of
additional phone lines, computer lines, electrical lines, security systems, or changing of
locks and keys, shall be made to the CENTER without the CITY's prior written approval.
lf the CITY provides written approval, the USER shall be responsible for obtaining all
CITY permits through the City of Fresno Public Works Department necessary for the
construction of any alterations or improvements. USER will be responsible for meeting
all permit requirements at no cost to the CITY.
SECTION 9. NO WASTE OR NUISANCE.
USER shall not commit, or suffer to be committed, any waste upon the Center, or any public or
private nuisance.
SECTION 10. REPORTING REQUIREMENTS.
User shall be subject to the reporting requirements set forth in Exhibit C attached hereto.
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SECTION 11. INDEPENDENT CONTRACTOR
The parties mutually agree that USER and its employees are and shall be at all times
independent contractors and not agents or employees of the CITY, and that USER and its
employees shall not be entitled to any salary, fringe benefits, pension, Workers'Compensation,
sick leave, insurance, or any other benefit or right connected with employment by the CITY, or
any compensation other than as prescribed herein and USER expressly waives any claim it may
have to such rights.
SECTION 12. LICENSE RIGHTS/NOT A LEASE.
The rights granted to USER under this Agreement are non-exclusive license rights only and in
no respect shall the same constitute or be construed as an assignment of a leasehold or other
interest in the property described in this Agreement.
SECTION 13. ASSIGNMENT OR SUBLEASE BY USER.
This Agreement shall not be assigned by USER in whole or in part nor subleased or
subcontracted in any respect without written authorization of CITY, which may be withheld in
CITY's sole discretion.
SECTION 14. NONDISCRIMINATION.
ln the pedormance of this Agreement, including without limitation, the programs and services
provided at the Center, USER shall not discriminate against any employee or applicant for
employment because of race, sex, color, age, religion, sexual orientation, actual or perceived
gender identity, disability, ethnicity, or national origin, in connection with or related to the
pedormance of this Agreement.
SECTION 15. COMPLIANCE WITH LAWS/BACKGROUND CHECKS/REPORT OF CHILD
ABUSE.
A. USER shall comply with all applicable laws, ordinances, codes and regulations of the
federal, state and local governments.
B. USER shall be responsible for payment of all taxes, fees, contributions or charges
applicable to the conduct of USER's business.
C. Without limitation of any other provision herein, if the services provided hereunder (i)
involve direct contact with minors or if minors are supervised as part of the services
provided hereunder, or (ii) if services provided hereunder include services in the human
services field and involve the care and security of children, the elderly, the disabled, or
the mentally impaired, then USER represents and warrants to CITY that prior to services
being provided hereunder by any personnel or volunteers retained by USER that the
USER has or will conduct a criminal background check as provided in California Penal
Code Section 11105.3, as well as an FBI criminal database background check and, has
or will verify prior to services being provided that the personnel or volunteers do not have
any criminal record forthe offenses listed in California Penal Code Section 11105.3,
which include, certain offenses related to the possession or use of controlled
substances, sex offenses or any criminal offense involving violence.
D. USER shall comply with the provisions of the Child Abuse and Neglect Reporting Act,
California Penal Code Section 11164 et seq.
E. USER shall request subsequent arrest service from the Department of Justice as
provided under Section 11105.2 of the Penal Code.
F. No person, whether paid or not paid by USER, shall be permitted to provide services
described in this Agreement unless, prior to commencing services hereunder, USER
shall deliver a letter to CITY listing such person and certifying that the USER has
conducted a proper background check on such person or persons, and each of the
named persons is legally permitted to perform the services described in this Agreement.
lf requested by City during the term of this Agreement, USER shall provide an updated
certification letter verifying that the background checks for each of the named persons is
current and in compliance with this provisron.
SECTION 16. WAIVER OF CLAIMS.
USER, as a material part of the consideration to be rendered to CITY under this Agreement,
hereby waives all claims or causes of action against the CITY, its officers, officials, employees,
agents and volunteers which USER may now or hereafter have for damages to goods, wares,
merchandise or other property in, about or upon the Center or any portion of the building in
which Center is located, and for injuries to persons in or about the Center, from any cause or
causes arising at any time. ln particular, but not by way of limitation, USER hereby waives any
and all claims or causes of action which USER may now or hereafter have against the CITY, its
officers, officials, employees, agents and volunteers: (a) for loss, injury or damage sustained by
reason of any deficiency, impairment and interruption of any service or system serving Center or
any portion of building in which Center is located, and (b) for any loss or damage to the property
of, or injury or damage to USER, USER's officers, officials, employees, agents, volunteers,
invitees, consultants, sub-consultants, contractors, subcontractors and vendors, from any cause
or causes arising at any time because of USER's use or occupancy of the Center or any portion
of building in which Center is located.
SECTION 17. INDEMNIFICATION AND HOLD HARMLESS.
USER shall indemnify, hold harmless and defend CITY and each of its officers, officials,
employees, agents and authorized volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not
limited to personal injury, death at any time and property damage) incurred by CITY, USER or
any other person, and from any and all claims, demands and actions in law or equity (including
attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out
of performance of this Agreement. USER'S obligations under the preceding sentence shall
apply regardless of whether CITY or any of its officers, officials, employees, agents or
volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures,
costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of
CITY or any of its officers, officials, employees, agents or authorized volunteers.
lf USER should subcontract all or any portion of the work to be performed under this
Agreement, USER shall require each subcontractor to indemnify, hold harmless and defend
CITY and each of its officers, officials, employees, agents and volunteers in accordance with the
terms of the preceding paragraph.
lf USER should rent the Center, USER shall require each renter to indemnify, hold harmless
and defend CITY and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of the preceding paragraphs.
This section shall survive termination or expiration of this Agreement.
SECTION 18. INSURANCE REQUIREMENTS.
Throughout the life of this Agreement, USER shall pay for and maintain in full force and effect all
insurance as required in Exhibit B or as may be authorized in writing by CITY'S Risk Manager or
his/her designee at any time and in his/her sole discretion.
lf at any time during the life of the Agreement or any extension, USER or any of its
subcontractors fail to maintain any required insurance in full force and effect, all services and
work under this Agreement shall be discontinued immediately, Any failure to maintain the
required insurance shall be sufficient cause for CITY to terminate this Agreement. No action
taken by CITY pursuant to this section shall in any way relieve USER of its responsibilities
under this Agreement.
The fact that insurance is obtained by USER shall not be deemed to release or diminish the
liability of USER, including, without limitation, liability under the indemnity provisions of this
Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by USER. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of USER, its
principals, officers, agents, employees, persons under the supervision of USER, vendors,
suppliers, invitees, USERs, sub-USERs, subcontractors, or anyone employed directly or
indirectly by any of them.
Upon request of CITY, USER shall immediately furnish CITY with a complete copy of any
insurance policy required under this Agreement, including all endorsements, with said copy
certified by the unden¡vriter to be a true and correct copy of the original policy. This requirement
shall survive expiration or termination of this Agreement.
lf USER should subcontract all or any porlion of the services to be performed under this
Agreement, USER shall require each subcontractor to provide insurance protection in favor of
CITY and each of its officers, officials, employees, agents and volunteers in accordance with the
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terms of this section, except that any required certificates and applicable endorsements shall be
on file with USER and CITY prior to the commencement of any services by the subcontractor.
lf USER should rent the Center, USER shall require each renter to provide insurance protection
in favor of CITY and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of this section, except that any required certificates and applicable
endorsements shall be on file with USER and CITY two (2) weeks prior to the date(s) of the
rental.
SECTION 19. COMPLIANCE WITH LAWS.
USER shall comply with CITY policies and all applicable state and federal laws, regulations and
rules related to the use of the Center and the operation of the Program, including but not limited
to, laws, regulations and rules applicable to health, safety and equal opportunity employment.
SECTION 20. POSSESSORY INTEREST TAX.
USER understands and agrees that this Agreement may create a possessory interest subject
to propefty taxation and that USER may be subject to payment of property taxes levied on such
interest, and that any such tax shall be the liability of and be paid by USER.
SECTION 21. TIME OF ESSENCE.
Where performance of a covenant is specified herein to be performed on or before a certain
date, time shall be of the essence of that said covenant. Pedormance by USER of each and
every covenant of this Agreement is material, the breach of which shall constitute a material
breach of this Agreement for which the CITY may terminate this Agreement.
SECTION 22. EFFECT OF WAIVER.
The waiver by CITY of any breach of any term, covenant or condition of this Agreement shall
not be deemed a waiver of such term, covenant or condition of waiver of any subsequent
breach of such term, covenant or condition. The consent or approval by CITY to or of any act
by USER requiring CITY's approval or consent shall not be deemed to waive provisions for
CITY's approval or consent to any such subsequent acts by USER.
SECTION 23. AUTOMATIC TERMINATION.
The right of USER to use the Center described herein shall be automatically terminated without
notice on the occurrence of any one of the following conditions subsequent, in which event
USER shall forthwith and without demand by the CITY, surrender the Center without delay.
A. The appointment of a receiver to take possession of all or substantially all of the assets
of USER;
B. A general assignment by USER for the benefit of creditors;
C. Any action taken or suffered by USER under any insolvency or bankruptcy act;
D. The suspension, revocation or lapse of USER's nonprofit incorporated status; or
1.'1.
E. Failure to comply with any material term of any other agreement between USER and
CITY, including without limitation, any grant agreement.
SECTION 24. ELECTIVE TERMINATION.
This Agreement may be terminated by either party at any time during the term for any reason,
upon written notice of termination to the other party no later than the fifteenth (1sth) day of the
month in which the Agreement is to terminate. ln the event such notice of termination is given,
this Agreement shall be deemed terminated fifteen (15) days after delivery of notice is given
pursuant to Section 28. Notwithstanding the foregoing, the City shall have the right to
immediately terminate part or all of this License Agreement when the facilities are required for
public necessity or emergency use.
SECTION 25. The parties acknowledge that CITY may terminate this Agreement under this
provision without cause, notwithstanding USER's compliance with the terms of this Agreement
including payment of utilities, delivery of repods and program services. The Director is
authorized to decide, on the part of the CITY, that this Agreement is to be terminated and to
furnish written notice thereof to USER.
SECTION 26. TERMINATION UPON DEFAULI.
ln the event of any default on the part of USER in USER's pedormance of or compliance with
any of the terms, conditions and covenants of this Agreement, CITY shall have the right, in
addition to or as an alternative to any other right it may have at law or in equity or pursuant to
this Agreement, to terminate this Agreement upon (30) days prior written notice; provided,
however, that CITY shallfirst give written notice to USER of such default and USER shall
thereafter have a period of seven (7) days to correct the default.
SECTION 27. SURRENDER ON TERMINATION.
Upon the expiration or termination of this Lease, Tenant shall peaceably vacate and surrender
the Premises to the Landlord in good condition (with the exception of ordinary wear and tear
and acts of God) and shall surrender all keys to the Premises. At Landlord's sole option, Tenant
shall either remove Tenant's Property on or before the Termination Date and promptly repair all
damage to the Premises caused by such removal, or title to such Property shall vest in the
Landlord free and clear at no cost to Landlord. lf Tenant abandons or surrenders the Premises,
or is dispossessed by process of law or othenruise, any of Tenant's Property left on the Premises
shall be subject to the foregoing option in Landlord unless the law or judicial decision of the
jurisdiction in which the Premises is located provides othenruise. lf Landlord elects to remove all
or any part of such Tenant owned Propedy, the cost of removal, including reasonable storage
costs and the cost of repairing any damage to the Premises caused by such removal, shall be
paid by Tenant.
SECTION 28. NOTICES AND REPRESENTATIVES.
All notices required or permitted to be given under this Agreement shall be in writing and
personally delivered or sent by U.S. Mail, postage prepaid, addressed as follows:
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CITY I USER
Contract Administrator, City of Fresno PARCS I Executive Director
848 M Street, Third Floor I lfnOeRSHlP 1't for America
Fresno, CA93721 | 1509 Caldwell Blvd,#1222
Nampa, lD 83651
The parties may change their respective addresses for purposes of delivering notices by
sending notice of such change pursuant to this Section.
SECTION 29. CONFLICT OF INTEREST.
USER shall avoid all conflict of interest or appearance of conflict of interest in performance of
this Agreement. USER is familiar with conflict law provisions set forth in California Government
Code Sections 87100 et seq. and Government Code Section 1090. USER cerlifies that it does
not know of any facts which constitute a violation of such section. USER further certifies that it
shall not assign any personnel to provide services under this Agreement which would be cause
for a violation of any conflict of interest law.
SECTION 30. MISCELLANEOUS PROVISIONS.
A. The parties agree that this Agreement shall be governed and construed in accordance
with the laws of the State of California. ln the event that suit shall be brought by either
party to this Agreement, the parties agree that venue shall be in Fresno County.
B. The headings of the sections and subsections of this Agreement are inserted for
convenience only. They do not constitute a part of this Agreement and shall not be used
in its construction.
C. Any and all exhibits which are referred to in this Agreement are incorporated herein by
reference and are deemed a part of this Agreement.
D. This Agreement may only be amended by formal written agreement executed by both
parties.
E. lf a court of competent jurisdiction adjudges any provision of this Agreement as void or
unenforceable, the remaining provisions shall not be affected hereby and shall remain in
full force and effect.
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13
SIGI{ATURES APPEAR ON NEXT PAGE
lN WITNESS WHEREOF, The parties hereby execute this Agreement as of the day and
year hereinabove written.
By
By
USER:
LEADERSHIP 1sr for America
a Nonprofit Corporation
LEADERSHIP 1.I
Date
Date tOlttlr
Exhibit A - Facility lnventory
Exhibit B - lnsurance Requirements
Exhibit C - Summary of Reporting Requirements
Exhibit D - Program Deliverable Matrix
GITY:
CITY OF FRESNO,
a Municipal Corporation
By
BRUCE A. RUDD,
City Manager/PARCS Director
ATTEST:
WONNE SPENCE, CMC
City Clerk
APPROVED AS TO FORM:
1.4
EXHIBIT A
California & Elm Site
EXAMPLE
Description Qtv Description Qty
(lnventory in progress)
EXHIBIT B
INSURANCE REQUIREMENTS
Agreement between the Gity of Fresno and Leadership 1't for America
Lead Operation of California & Elm Center
Minimum Scope of lnsurance
Coverage shall be at least as broad as:
1. The most current version of lnsurance Services Office (lSO) Commercial General
Liability Coverage Form CG 00 01, which shall include insurance for "bodily
injury," "property damage" and "personal and advertising injury" with coverage for
premises and operations, products and completed operations, and contractual
liability.
2. The most current version of lnsurance Service Office (lSO) Business Auto
Coverage Form CA 00 01, which shall include coverage for all owned, hired, and
non-owned automobiles or other licensed vehicles (Code 1 - Any Auto).
3. Workers' Compensation insurance as required by the California Labor Code and
Employer's Liability lnsurance.
Minimum Limits of lnsurance
USER shall maintain limits of liability of not less than:
1. General Liability:- $3,000,000 per occurrence for bodily injury and property damage
- $t,000,000 per occurrence for personal and advertising injury
- $3,000,000 aggregate for products and completed operations
- $3,000,000 general aggregate
2. Automobile Liability:- $t,000,000 per accident for bodily injury and property damage
3. Employer's Liability:- $t,000,000 each accident for bodily injury
- $t,000,000 disease each employee
- $t,000,000 disease policy limit
Umbrella or Excess lnsurance
ln the event USER purchases an Umbrella or Excess insurance policy (ies) to meet the
"Minimum Limits of lnsurance," this insurance policy (ies) shall "follow form" and afford no less
coverage than the primary insurance policy (ies).
Deductibles and Self-lnsured Retentions
USER shall be responsible for payment of any deductibles contained in any insurance policies
required hereunder and USER shall also be responsible for payment of any self-insured
retentions. Any deductibles or self-insured retentions must be declared to, and approved by,
the CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk Manager or
his/her designee, either (i) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects CITY, its officers, officials, employees, agents and authorized volunteers;
or (ii) USER shall provide a financial guarantee, satisfactory to CITY'S Risk Manager or his/her
designee, guaranteeing payment of losses and related investigations, claim administration and
defense expenses. At no time shall CITY be responsible for the payment of any deductibles or
self-insured retentions.
Other I nsurance Provisions
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed
to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered
as additional insureds.
The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers.
USER'S insurance coverage shall be primary and no contribution shall be
required of CITY.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the
following provision: USER and its insurer shall waive any right of subrogation against CITY, its
officers, officials, employees, agents and authorized volunteers.
All policies of insurance required hereunder shall be endorsed to provide that the coverage shall
not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar day
written notice by certified mail, return receipt requested, has been given to CITY. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in
coverage or in limits, USER shall furnish CITY with a new certificate and applicable
endorsements for such policy (ies). ln the event any policy is due to expire during the work to
be performed for CITY, USER shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of
the expiring policy.
Acceptabil ity of I nsurers
All policies of insurance required hereunder shall be placed with an insurance company(ies)
admitted by the California lnsurance Commissioner to do business in the State of California and
rated not less than "A-Vll" in Best's lnsurance Rating Guide; or authorized by CITY'S Risk
Manager.
Verification of Coverage
USER shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be received
and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the
Agreement and before work commences.
2.
3
Exhibit C
SUMMARY OF REPORTING REQUIREMENTS
Quarterly:
1. A location-specific program calendar shall be submitted to CITY and continuously
posted for public display at the Center for community services and recreation
programs offered at the site.
Bi-Annually:
1. Submit a report regarding performance of community services and recreation
programs offered at the site.
Annually:
1. *A draft annual community services and recreation program plan for CITY's approval.
Plan will include specific performance measures that can be used to objectively
quantify the effectiveness of the plan
2. *An organizational chart with a list of staff employees by title.
3. *Names and addresses of current members of the Board of Directors.
4. "A CPA Compiled annual financial report including sources of funding and any
constraints on receivable or received funds.
5. Proof that services are still available and quantitative reports/performance measures
of services provided during the preceding year.
6. *Proof of lnsurance as set forth in Exhibit B.
As Modified:
1. Provide CITY with community services and recreation program job descriptions of all
volunteer and paid positions.
2. For all programs for which a fee will be charged, USER must submit a detailed
description of the program to the Director at least fifteen (15) days prior to the
initiation of the program.
As Required:
1. Staff shall attend meetings as required or requested by CITY or Director.
Note: Asterisk designates items that are first due prior to Agreement commencement date.
Exhibit D
Elm/California Center Program Deliverables Matrix
Deliverables PARCS Leadership 1"WFFRC St Rest
Computer Literacy X
Health & Fitness X X X X
Senior Activities X X
Mentorins X X X
Nutrition X X X
Recreation X X X X
Science X
Tutorine X X X
Youth Citizen/Leadership Development X
Youth Empowerment Services X X X
Volunteer Program X X X X
Arts & Crafts X
Vocational Development X X
Mental Health X
Substance Abuse Counseling X
Lea rning Center/Libra ry X
Familv Enrichment X
Early Childhood Development X
Community Garden X X X X
Specialty Classes X X X
*Recreation Activities will be performed by all partners