HomeMy WebLinkAboutFresno County Economic Opportunities Commission - Lead Agency Operation of Sunset Community Center at 1345 W. Eden - 2015AGREEMENT BETWEEN CITY OF FRESNO AND
FRESNO ECONOMIC OPPORTUNITIES COMMISSION (FRESNO EOC)
FOR LEAD AGENCY OPERATION OF COMMUNITY CENTER
This Agreement is made and entered into this 1st day of August 2015, by and
between the CITY OF FRESNO, a municipal corporation ("CITY") and THE FRESNO
ECONOMIC OPPORTUNITIES COMMISSION, a California nonprofit corporation
("usER").
RECITALS
A. CITY is the owner of the property located at 1345 W. Eden and commonly
known as the Sunset Community Center ("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 California nonprofit corporation to provide
services and opportunities for all ages with an emphasis on recreational activities.
D. USER has an objective of providing community services to the public.
E. CITY and USER desire to enter into an Agreement to operate the Center,
pursuant to the terms hereof.
F. 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 ceftain 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 parties hereto do hereby agree as follows:
AGREEMENT
SECTION 1. TERM OF AGREEMENT.
This Agreement shall be for a term commencing on August 1, 2015, and expiring no
later than July 31 , 2018, 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 August 1,2015.
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, political, or any other activity
outside the scope of services provided pursuant to this agreement is subject to a
separate rental agreement to be executed by USER and PARCS.
C. Although infrequent in their occurrence, from time to time, CITY may receive
requests from the public to rent the Center for an event. The CITY retains the
right to make the Center available for a reservation only after conferring with
USER to ensure that Center activities are not disrupted due to scheduling
conflicts or logistical obstacles. Any third party other than CITY or USER that
wishes to rent the Center must do so pursuant to a rental agreement with the
CITY.
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 semi-annual reports 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 repods
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; oriii. 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 audit 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.
D. Performance Review. CITY may conduct an annual pedormance review of the
USER's program. CITY shall create a written report including any and all
measures of performance relevant to CITY in its sole discretion.
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 shall comply with the requirement that the Center shall be made available
for the PARCS Senior Hot Meals Program if applicable, and Fresno EOC Sack
Lunch program to provide no-cost snacks and/or lunch during extended school
breaks, at no cost, and the USER shall cooperate with the provider of those
programs.
C. 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.
D. 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.
E. The parties agree that USER shall be solely responsible for the recruitment,
training, supervision and compensation of USER's employees, including Program
employees. The padies 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.
F. USER may contract with third-party non-profit organizations to provide
programming at the Center; however, any such contract shall 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 forlh herein, may apply. USER
shall have access to the outdoor spaces around the Center; however, paid
reservations made through the CITY for the use of the outdoor spaces shall be
given first priority.
B. Minimum Hours of Operation. USER shall operate the Center at a minimum
every Monday through Friday from 3:00 p.m. to 7:00 p.m. with recreational and/or
enrichment activities geared toward school aged children from the surrounding
neighborhoods offered during those hours.
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 shall, at a minimum, provide the
following:
1. Provide daily homework assistance and/or computer lab access.2. Provide a variety of indoor recreation activities, e.9., arts and crafts, board
games, table games.
3. Provide opportunities for community service activities, e.9., neighborhood
clean-up, adopt-a-park, etc.
4. Coordinate diverse cultural/holiday activities, e.9., Valentine's,
Easter/Spring, Cinco de Mayo, Juneteenth, Fourth of July,
Halloween/Harvest, Thanksgiving and Winter Holiday neighborhood
celebrations.
5. Provide access for the PARCS Senior Hot Meals Program, if applicable.
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E.
F.
6. Continue partnership with Fresno EOC to provide no-cost snacks and/or
lunch during extended school breaks (Sack Lunch Program).
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
and running the Community Service Programs in a manner satisfactory to CITY.
USER agrees that a minimum of two (2) staff members shall be on the Center
premises during all hours of operation. CITY agrees to provide two (2) staff
member to lead activities in coordination with USER.
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 CITY-
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 fufther 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 forth in
Paragraph C of this Section. USER may charge fees for pafticipation 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 reseryes the right to disallow any
H.
G.
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M.
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.
USER is herein authorized to retain such collected fees for USER use in meeting
programming and operational expenses for Community Serving programs at the
Center.
N. CITY agrees that USER may conduct community events and fundraising
activities at CENTER with the prior written approval of Director, so long as
activities do not adversely impact access for the general public to the Center.
CITY approval may be contingent upon USER providing appropriate services
needed to adequately supporl the event. Proceeds from fundraising activities
must have a direct correlation to USER operations at the Center. USER must
contact the Director prior to any outdoor event to ensure that the outdoor space
is not already reserved by another group or organization. No alcoholic
beverages will be allowed on premises.
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 C¡TY-
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. CITY will pay for gas, electricity, water, sewer, and garbage, however, if the
monthly gas and electricity usage at the Center exceeds 5.00% of the usage for
the same month in the prior fiscal year, USER will be required to reimburse the
City for the overage on a quarterly basis. 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 B. 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.
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B.
C.
CITY shall be responsible for maintaining all landscaping at the Center and
surrounding grounds.
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.
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.
No alterations or improvements, including capital improvements and installations
of additional phone lines, T1 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.
G.
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.
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
D.
E.
F.
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 performance 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.
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 for the 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.
USER shall comply with the provisions of the Child Abuse and Neglect Reporting
Act, California Penal Code Section 11164 et seq.
C.
D.
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 cerlification letter verifying that the
background checks for each of the named persons is current and in compliance
with this provision.
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 or employees 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 or employees: (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, employees, or agents, 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.
The Parties waive all rights or benefits which they now have or in the future may have
under the terms contained in Section 1542 of the Civil Code of the State of California,
which said section reads as follows:
A general release does not extend to the claims which the creditor does not know or
suspect to exist in his favor which if known by him must have materially affected this
settlement with the debtor.
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.
This section shall survive termination or expiration of this Agreement.
SECTION 18. INSURANCE REQUIREMENTS. Throughoutthe 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 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 phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by CITY that an
insurer has commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
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 underwriter 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 terms of this section, except that any required cedificates and
applicable endorsements shall be on file with USER and CITY prior to the
commencement of any services by the subcontractor.
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
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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 property 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. Performance 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;
C.
A general assignment by USER for the benefit of creditors;
Any action taken or suffered by USER under any insolvency or bankruptcy act;
The suspension, revocation or lapse of USER's nonprofit incorporated status; or
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 giving to the other party at
least ninety (90) days written notice of termination. ln the event such notice of
termination is given, this Agreement shall be deemed terminated ninety (90) days after
delivery of notice is given pursuant to Section 28.
SECTION 25. The padies 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 reports and program services. The
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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 DEFAULT. ln the event of any default on the paft
of USER in USER's performance 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 shall first 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. On the last day or the sooner
termination of the term of this Agreement, USER shall quit and surrender Center in
good condition and repair (reasonable use and wear and tear, and damage or
deterioration caused by the elements, earthquake, flood, and fire not caused by the
negligence of the USER excepted), and remove all propefty owned by the USER from
the Center. All such property not so removed shall be deemed at the option of CITY to
have been abandoned by USER.
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:
CITY
Manuel A. Mollinedo
Director, Fresno PARCS
Dickey Youth Development Center
1515 E. Divisadero St.
Fresno, C493721
USER
Brian Angus
Fresno Economic Opportunities Commission
1920 Mariposa Mall, Suite 300
Fresno, C493721
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 setforth in California Government Code Sections 87100 et
seq. and Government Code Section 1090. USER certifies 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 pafty to this Agreement, the parties agree that venue shall be in
Fresno County.
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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.
lN WITNESS WHEREOF, The parlies hereby execute this Agreement as of the day
and year hereinabove written.
USER:
FRESNO ECONOMIC OPPORTUNITIES
COMMISSION,
a California non-profit Corporation
By:
Name:
Title:
CITY:
CITY OF FRESNO,
a Muni
By:
Manuel A. Mollinedo, Director
PARCS
ATTEST:
YVONNE SPENCE, CMC
City Clerk
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DePutY r^ rr-"
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APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City A
(lf corporation or LLC, CFO, Treasurer,
Secretary or Assistant Secretary)
Exhibit A - Facility lnventory
Exhibit B - lnsurance Requirements
Exhibit C - Summary of Reporting Requirements
By:
Fresno Economic Opportunities Commission
iandon M. Collet
Deputy City Attorney
13
EXHIBIT A
FACILITY INVENTORY
Sunset lnventory
ITEM QTY TEM QTY
POOL TABLES 1 STORAGE CABINETS 0
POOL STICKS 2 BULLETIN BOARDS 5
POOL BALL SETS 7 DRY ERASE BOARDS L
FOOSBALLTABLE 1.LAB CHAIRS 0
KEYBOARDS (3 stolen)7 DESK 5
HARD DRIVES L MICROWAVE OVEN t
MOUSE L BOOK SHELF 2
KILN L PRINTER 1
TELEVISION L 8'TABLES 6
MONITORS 7 COMMERCIAL COFFEE POT 0
REFRIGERATOR 1 COMMERCIAL DISHWASHER 1
STOVE I CHAIRS 38
ICE MACHINE 1
ROUND TABLES 5
FOLD UP TABLE / BENCH COMBO 2
EXHIBIT B
INSURANCE REQUIREMENTS
Agreement between City of Fresno
and Fresno Economic Opportunities Gommission
Lead Operation of Neiqhborhood Center
Minimum Scope of lnsurance
Coverage shall be at least as broad as:
1. The most current version of Insurance 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 -AnyAuto).
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:
$5,000,000 per occurrence for bodily injury and property damage
$5,000,000 per occurrence for personal and advertising injury
$5,000,000 aggregate for products and completed operations
$5,000,000 general aggregate
2. Automobile Liability:
$1,000,000 per accident for bodily injury and property damage
3. Employer's Liability:
$1,000,000 each accident for bodily injury
$1,000,000 disease each employee
$1,000,000 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-insu red retentions.
Other lnsurance Provisions
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.
2. The coverage shall contain no special limitations on the scope of
protection afforded to CITY, its officers, officials, employees, agents and
volunteers.
3. USER'S insurance coverage shall be primary and no contribution shall be
required of CITY.
The Workers' Compensation insurance policv 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.
Acceptability of lnsurers
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 Goverage
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.
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.
Semi-Annually:
1. Submit a report regarding performance of Programs offered at the
site.
Annually:
1. *A draft annual program plan for CITY's approval.
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 of
services provided during the preceding year.
6. *Proof of lnsurance as set forth in Exhibit B.
As Modified:
1. Provide CITY with 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.