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HomeMy WebLinkAboutA8828 - PALMS SPRINGS BOXING CLUBCONTRACT ABSTRACT Company Name: Palm Springs Boxing Club Company Contact: —Anthony Tristan or Steve Quinonez Summary of Services: Memorandum of Understanding between the Boxing Club and The Parks and Recreation Department for the use of space in the Demuth Community Center Contract Price: Participants must pay department annual membership fee Funding Source: N/A Contract Term: 1 year Contract Administration Lead Department: Contract Administrator: Parks and Recreation Cynthia Alvarado -Crawford Contract/Amendment/CO Approvals Council Approval Date: N/A Agenda Item No./ Resolution No.: to /A Agreement No: . fl W $ Contract Compliance Exhibits: Signatures: Insurance: Bonds Contract prepared by: Reviewed and updated by BBK Submitted on: 2/9/21 pry: Cynthia Alvarado -Crawford MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PALM SPRINGS AND THE PALM SPRINGS BOXING CLUB THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into on this It" day of _A44y , 2021, ("Effective Date") by and between the City of Palm Springs, a California municipal corporation and charter city ("City"), located at 3200 E. Tahquitz Canyon Way, Palm Springs and the Palm Springs Boxing Club ("Club"), a California non-profit, with its principal place of business located at 3601 E. Mesquite Ave., Palm Springs, CA 92264, with reference to the following facts: A. City is owner of property located at 3601 E. Mesquite Ave., Palm Springs, CA 92264 ("Property"); and B. Club has been operating a boxing club in the City since 1963; and C. At this time the parties intend to continue the partnership which seeks to provide training to local youth; and D. City intends to provide a designated area within the Demuth Park Community Center for the Club to operate; and E. The parties intend by this MOU to memorialize the nature of their respective roles, promises and obligations related to their intentions. NOW THEREFORE, based on the recitals set forth above, City and the Club agree as follows: I. INTENTION AND PURPOSE The intention of this MOU is to memorialize the Parties' roles, promises, and obligations to each other in their commitment to provide a location to which to provide boxing training to local youths. II. TERM This MOU shall commence on the Effective Date and continue in full force and effect for an initial one (1) year term. Unless terminated by either or both parties, this MOU shall automatically extend for additional one (1) year terms at the conclusion of each preceding term. III. TERMINATION PRIOR TO EXPIRATION OF TERM A. Either Party may terminate this MOU at any time, with or without cause, upon sixty (60) days written notice to the other party. Where termination is due to the Page 1 of 6 5 5575.0000 1\33678119 4 fault of the other party and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the party terminating this MOU. B. Club understands and acknowledges that during the term of this MOU they do not acquire any legal rights of tenancy or ownership. They do not acquire any property rights or interest in the designated facility granted pursuant to this Agreement. IV. PARTIES' OBLIGATIONS A. Citv's Obligations. In addition to all other obligations set forth in this MOU, the City shall have the following obligations: 1. City agrees to provide a designated area within the Demuth Park Community Center for the Club to operate; and 2. City agrees to provide the Property free of charge for the purpose of conducting a non-profit youth boxing program. B. Club's Obligations. In addition to all other obligations set forth in this MOU, Club shall have the following obligations: 1. Provide a local youth boxing program at the Property; and 2. Ensure each boxing participant pays the required annual membership fee to the City's Department of Park and Recreation; and 3. Club shall provide all necessary equipment in order to operate non- profit youth boxing program. All equipment shall remain property of Club. V. INDEMNIFICATION To the fullest extent permitted by law, Club shall defend (at Club's sole cost and expense), indemnWy, protect, and hold harmless City, its elected officials, Dfficers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons, for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Club, its officers, employees, representatives, and agents, that arise out of or relate to Club's performance under this MOU. This indemnification clause excludes Claims arising from the sole negligence or vAllful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Club's indemnification obligation shall survive the expiration or earlier termination of this MOU until all actions against the Indemnified Parties for such matters Page 2of6 55575.00001 t33678119 4 indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a parry to this MOU. VI. INSURANCE A. Procurement and Maintenance of Insurance. Club shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Club's performance under this MOU. Club shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this MOU. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Club's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. B. Minimum Insurance. Club shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the City, during the entire term of this Agreement, including any extension thereof, the following policies of insurance: 1. A policy of comprehensive general liability insurance in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in an amount not less than Two Million Dollars ($2,000,000.00) in aggregate. Insurance companies shall have an AM Best's Guide Rating of A-, Class VII or better. C. Primary Insurance. For any claims related to this Agreement, Club's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Club's insurance and shall not contribute with it. D. Proof of Insurance. Proof of the insurance required under this Section 5 shall be provided to City prior to the execution of this MOU. VII. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION A. Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Club, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Club or its successor, or for breach of any obligation of the terms of this MOU. B. Conflict of Interest. The Club acknowledges that no officer or employee of the City has, or shall have, any direct or indirect financial interest in this MOU, nor shall Page 3 of 6 55575.00001\33678119.4 the Club enter into any agreement of any kind with any such officer or employee during the term of this MOU and for one year after the termination of this MOU. The Club warrants that the Club has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this MOU. C. Covenant Against Discrimination. In connection with its performance under this MOU, the Club shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). The Club shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this MOU, and in executing this MOU, the Club certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Club activity, including, but not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that the Club is In full compliance with the provisions of Palm Springs Municipal Code Section 7.09,040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. Vill. NOTICES Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. CAL: City of Palm Springs Attention: City Manager 3200 Tahquitz Canyon Way Palm Springs, CA 92262 Club: Palm Springs Boxing Club 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 IX. COUNTERPARTS This MOU may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom Page 4 of 6 55575.0000 M3678119.4 without impairing the legal effect of the signature (s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this MOU attached thereto. X. SEVERABILITY If any term, covenant or condition of this MOU shall, to any extent, be invalid, void, illegal or unenforceable, the remainder of this Memorandum of Understanding shall not be affected thereby, and each other term, covenant or condition of this MOU shall be valid and be enforced to the fullest extent permitted by law. XI. GOVERNING LAW This MOU is made and entered into in the State of California and shall be governed by and construed and enforced in accordance with the laws of the State of California. The venue for resolving any disputes regarding this MOU shall be within the County of Riverside. XII. AMENDMENT No modification, variation or amendment of this MOU shall be effective without the written consent of all of the parties to this MOU at the time of such modification, variation or amendment. XIII. SUCCESSORS This MOU shall be binding on and inure to the benefit of each of the parties' successors and assigns. CITY OF PALM SPRINGS, a California PALM SPRINGS BOXI CLUB municipal corporation and charter city ti By. ..'' By: David Ready U'City Manager'] 1 Its: &22- /�4/:t hlk� Date: F,1 C-' APPROVED AS TO FORM: Page 5 of 6 55575,00001\33679119 4 By: &�� A4�� 411-f-e Elizabeth Wagner Hull Acting City Attorney/Assistant City Attorney Page 6 of 6 55575.00001133679119A National Casualty Company ENDORSEMENT NO. ATTACHED TO AND ENDORSEMENT EFFECTIVE DATE FORMING A PART OF POLICY NUMBER (1R A.M. STANDARD TIME) NAMED INSURED AGENT NO. KKS 86665-00 5/4/2021 USA Boxing, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The Other Insurance condition of this Coverage Part is replaced by the provision marked below with an "X" in the box: Other Insurance If other valid and collectible insurance with any other insurer including any formal self -insured re- tention programs is available to you covering a loss also covered by this Coverage Part, other than insurance that is in excess of the insurance afforded by this Coverage Part, the insurance af- forded by this Coverage Part shall be in excess of and shall not contribute with such other insur- ance. Nothing herein shall be construed to make this insurance subject to the terms, conditions and limitations of other insurance. X Coverage afforded under this Coverage Part is primary insurance and Other Insurance shall not apply as respects **See Below** as additional insureds. The Cancellation condition of this Coverage Part is amended by the addition of the following if an "X" is in the box: 6 Cancellation The following is added: It is a condition of the Policy by this Endorsement that the Policy will not be cancelled without 30 days' prior written notice to: **See Below** and further, that the person(s) named above are not liable for the payment of any premiums or assessments on this Policy. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 RE: USA Boxing, Inc. — Palm Springs Boxing Club 5/4/2021 r_i jrH.l 7raaH VaU I*ya.rr_Ani% KR-GL-79 (4-07) Page 1 of 1 i10,111111ra Client#: 1585170 USABOX ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDI W W ) 05/03/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services, LLC 6501 S. Fiddlers Green Cir Greenwood Village, CO 80111 303 837-8500 CONTACT NAME: PHONE 303 863-6238 FAX A/C No Ext : A/C, No E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Scottsdale Insurance Company 41297 INSURED USA Boxing, Inc. One Olympic Plaza Colorado Springs, CO 80909 INSURER B INSURERC: INSURERD: INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUB WVD POLICY NUMBER POLICY EFF MMIDD/YYW POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY KKS0000008666500 1/01/2021 01/01/2022 EACH OCCURRENCE $2500000 CLAIMS -MADE � OCCUR PREMISES (Ea occurrence) $ 50 000 MED EXP (Any one person) s5,000 PERSONAL &ADV INJURY $2,500,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 POLICY PRO- LOC PRODUCTS - COMP/OP AGG $5,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A UMBRELLA LIAB OCCUR XKS0000008666800 1/01/2021 01/01/2022 EACH OCCURRENCE $1 000 000 AGGREGATE s5,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- TA UTE FIR AND EMPLOYERS' LIABILITY Y / N ANY PRO PRIETO R/PARTN ER/EXECUTI VE OFFICER/MEMBER EXCLUDED? ❑ N I A E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The City of Palm Springs is named as additional insured as it relates to General Liability in accordance with the terms and conditions of the policy. Coverage is excluded for ANY martial arts or kick -boxing activities, regardless of whether they are part of a USA Boxing sanctioned activity or club activity. The above coverage is primary and noncontributory where required by written contract. 30 Day notice of cancellation applies except 10 days for non-payment. (See Attached Descriptions) City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 2 #S31956455/M31741452 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RXN B3 DESCRIPTIONS (Continued from Page 1) RE: Named Insured Includes: PALM SPRINGS BOXING CLUB SAGITTA 25.3 (2016/03) 2 Of 2 #S31956455/M 31741452 CONTRACT ABSTRACT Contract prepared by: Janet Burns, Administrative Assistant Submitted on: 08/01/23 By: Janet Burns Note: Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Munis Contract Number: Palm Springs Boxing Club Steve Quinonez Facility Use Agreement for the use of space in the Demuth Community Center See Fees and Charges N/A July 1, 2023 – June 30, 2024 Contract Administration Lead Department: Contract Administrator: Parks and Recreation Yvonne Wise, Director Contract Approvals Council/ Community Redevelopment Agency Approval Date: Agenda Item No./ Resolution No.: Agreement No: N/A N/A A8828 Contract Compliance Exhibits: Signatures: Insurance: Bonds COMPLETED COMPLETED COMPLETED N/A DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 AGREEMENT TO USE PARKS & RECREATION FACILITY BETWEEN THE CITY OF PALM SPRINGS AND THE PALM SPRINGS BOXING CLUB FY 2023-2024 This Agreement to Use Parks & Recreation Facility (“Agreement”) is made and entered into this ___________ day of ___________, 2023, (“Effective Date”) by and between the City of Palm Springs, a California municipal corporation and charter city (“City”), located at 3200 E. Tahquitz Canyon Way, Palm Springs and the Palm Springs Boxing Club (“Club”), a California non-profit, with its principal place of business located at the Demuth Community Center (“Center”) located at 3601 E. Mesquite Avenue, Palm Springs, CA 92264, with reference to the following facts: The parties enter into this Agreement on the basis of the following facts and intensions: RECITALS WHEREAS, the City and Club are mutually interested in and concerned with providing quality recreational activities for the citizens of Palm Springs; and WHEREAS, it is recognized that through a cooperative Agreement between City and Club the community will be afforded the fulfillment of one of its recreational goals for citizens. NOW, THEREFORE, the City and Club do hereby mutually agree as follows: 1. INTENT OF AGREEMENT 1.1 It is the intent of this agreement to describe the responsibilities of the City and Club in their cooperative effort to effectively promote and provide a non-profit boxing program to local youth. 1.2 The Parties agree that Club may utilize the room currently identified as the Workout Gym at Center for their program during the term of this Agreement. 1.3 Club usage of the Property shall be for the sole and exclusive purpose of operation of the Palm Springs Boxing Club as specified in the Scope of Work known as Exhibit “A” during the Term of this Agreement. 1.4 It is the intent of this Agreement to solidify a supportive and working relationship between Club and City. 1.5 It is the intent of this Agreement that both City and Club acknowledge and direct their efforts toward the development of quality non-profit programs at the Center. 2. AREAS OF RESPONSIBILITY DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 August3.00 55575.18185\40054029.1 2.1 Fees and Charges 2.1.1 The City shall make available to Club the Workout Gym at the Center from 2:30 PM – 6:30 PM, Mondays through Fridays; subject to City’s right to use or lease to third parties the City facilities, which right the City may exercise in its sole and absolute discretion. City shall notify Club within twenty-four (24) hours prior to exercising its right to use the City facilities under Section 2.1.1. 2.1.2 The Club agrees to pay the City $400.00 per month as the flat rate rental fee for usage of the Workout Gym in the Center for conducting non-profit youth boxing program classes and storage of related equipment during the contractual period. In the event that the Club does not utilize the Workout Gym during any month or any portion of any month during the term of this Agreement, the Club is still responsible for the full monthly rental payment to the City unless the Agreement is terminated pursuant to Section 5.7. The Club acknowledges that the City Department of Park & Recreation shall conduct an annual review of its monthly rental fees and that these rental fees may be increased in the City’s sole discretion. Any increases to monthly rental fees shall be outlined in future agreements. All monthly payments will be due by the first business day of each month. 2.1.3 Late Payment Club hereby acknowledges that late payment by Club to the City of amounts due hereunder will cause the City to incur costs not contemplated by this Agreement, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sums to be paid by Club not paid within fifteen (15) calendar days of its due date shall be subject to five percent (5%) late charge. Club and the City agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to the City for its loss suffered by such late payment by Club. 2.2 Club Staff 2.2.1 For purposes of this agreement Club Staff shall include all agents, licensees, invitees, representatives, contractors, independent contractors, subcontractors, employees, and coaches. 2.2.2 Club shall have sole and absolute responsibility for the reasonable control and supervision of its staff to coach participants during the program. 2.2.3 Club shall be responsible for the control and safety of its staff, volunteers, guest coaches, and patrons. DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 3. INSURANCE AND INDEMNIFICATION 3.1 Club shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, including any extension thereof, the following policies of insurance: 3.1.1 Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. A combined single limit of $1,000,000.00. 3.1.2 Workers’ Compensation Insurance. To the extent required by Labor Code section 3700, Club shall procure and maintain workers’ compensation insurance shall be procured and maintained in such amount as will fully comply with the laws of the State of California and that shall indemnify, insure and provide legal defense for both Club and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any person retained by Club in the course of carrying out the work or service contemplated in this Agreement. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled, Club shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 3.1 to the Contract Officer. No work or services under this Agreement shall commence until Club has provided City with Certificates of Insurance or other forms of coverage evidencing the above insurance coverages said certificates of insurance of binders are approved by City. Club agrees that the provisions of this Section 3.1 shall not be construed as limiting in any way the extent to which Club may be held responsible for the payment of damages to any persons or property resulting from Club activities or the activities of any person or persons for which Club is otherwise responsible. In the event Club subcontracts any portion of the work in compliance with Section 8.4 of this Agreement, the contract between Club and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Club is required to maintain pursuant to this Section 3.1. 3.2 Mutual Indemnification Club agrees to indemnify and defend the City, its officers, agents and employees against and shall hold and save them and each of them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities) DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 that may be asserted or claimed by any persons, firm or entity arising out of or in connection with the activities at the Facility of Club, its agents, employees or invitees, or arising from the negligent acts or omissions of Club, or arising from Club’s negligent performance of or failure to perform any term, provisions, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: Club shall defend any action or actions filed in connection with any of said claims or liabilities and shall pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith: Club shall promptly pay any judgement rendered against the City, its officers, agents or employees for any claims or liabilities arising out of or in connection with negligent performance of or failure to perform such work, operations or activities of Club hereunder; and Club agrees to save and hold the City, its officers, agents and employees harmless therefrom: In the event the City , its officers, agents or employees, is made a party to any action or proceeding filed or prosecuted against Club for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Club hereunder, Club agrees to pay City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees, in such action or proceeding, including, but not limited to, legal costs and attorneys’ fees. 3.3 Sufficiency of Insurer or Surety Insurance of bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, Club agrees that the minimum limits of the insurance policies and the performance bond required by this Section 3 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that Club shall have the right to appeal a determination of increased coverage by the Risk Manager, to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. 4. WAIVER OF UTILITY FAILURE 4.1 Club expressly waives any and all claims to the City for compensation for any and all losses or damages sustained for any reason or any defect, deficiency or impairment of any utility system, water supply system, drainage system, electrical DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 apparatus or wires serving the facility with respect to the loss of the facility for Club functions. 5. ENFORCEMENT OF AGREEMENT 5.1 California Law This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Club covenants, and agrees to submit to the personal jurisdiction of such court in the event of such action. 5.2 Disputes In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party: provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of the section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s or Club’s right to terminate this Agreement without cause pursuant to Section 5.7. 5.3 [Reserved] 5.4 Waiver No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same of any other provision of this Agreement. 5.5 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 5.6 Legal Action In addition to any other rights or remedies, either party may take legal action in law or in equity, to cure, correct or remedy and default, to recover damages for any default, to compel specific performance of this Agreement to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 5.7 Termination Prior to Expiration of Term This Section shall govern any termination of this Agreement except as specifically provided in the following section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Club, except that where termination is due to the fault of Club, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Club reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to City, except that where termination is due to the fault of City, the period of notice may be such shorter time as Club may determine. 5.8 Attorney’s Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief that may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and, in addition, a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigation such action, taking dispositions and discovery, and all other necessary costs the court allows that are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 6. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 6.1 Non-Liability of City Officers and Employees No officer or employee of the City shall be personally liable to Club, or any successor in interest, in the event of any default or breach by the City or for any amount that may become due to Club or to its successor, or for breach of any obligation of the terms of this Agreement. 6.2 Non-Liability of Club Officers and Employees No officer or employees of Club shall be personally liable to the City, or any successor in interest, in the event of any default or breach by Club or for any DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 amount that may become due to City or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement that affects his/her financial interest or the financial interest of any corporation, partnership or association in which he is directly or indirectly interested, in violation of any state statute or regulation. Club warrants that it has not paid or given an shall not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Covenant Against Discrimination In connection with its performance under this Agreement, Club shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting. 7. MISCELLANEOUS PROVISIONS 7.1 Notice Any notice, demand, request, document, consent, approval or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263-2743, and, in the case of Club, to the person at the address designated in Section 8.1. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this section. DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 7.2 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. 7.3 Integration; Amendment It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all precious negotiations, arrangements, agreements and understandings, if any, between the parties, and non shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 7.4 Severability In the event that any one or more of the phrases, sentences, clauses, paragraphs or sections contained in the Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is no material that this invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 7.5 Corporate Authority The persons on executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. 8. COORDINATION OF WORK 8.1 Representative of Club: Steve Quinonez c/o 3601 E. Mesquite Avenue, Palm Springs, CA 92264 (760) 835-5048 | sq1@dc.rr.com 8.2 City Representative: Representative to coordinate with Club regarding operational matters at the facility: DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 Yvonne Wise, Director of Parks & Recreation 401 S. Pavilion Way, Palm Springs, CA 92262 (760) 323-8272 | yvonne.wise@palmspringsca.gov 8.3 Prohibition Against Subcontracting or Assignment The experience, knowledge, capability and reputation of Club, its principals and employees, were substantial inducement for City to enter into this Agreement. Therefore, Club shall not contract with any other entity to perform, in whole or in part, the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise without the prior written approval of City. In the event of any such unapproved transfers, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Club or any surety of Club of any liability hereunder without the express consent of City. 8.4 Independent Contractor Neither City nor any of its employees shall have any control over the manner, mode or means by which Club, its agents or employees, preforms the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Club employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Club shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contract with only such obligations as are consistent with the role. Club shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Club in its business or otherwise or a joint venture or a member of any joint enterprise with Club. 9. TERM 9.1 Unless earlier terminated in accordance with section 5.7 of this Agreement, the term of this Agreement shall commence on Effective Date and terminate on June 30, 2024. [Signatures on Following Page] DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 55575.18185\40054029.1 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS RECREATIONAL TENANT Scott Stiles Steve Quinonez, Manager City Manager Boxing Club Yvonne Wise Director, Parks & Recreation APPROVED AS TO FORM: _____________________________ Jeff Ballinger City Attorney ATTEST: _____________________________ Brenda Pree City Clerk DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 8/2/2023 8/3/2023 8/3/2023 8/7/2023 8/14/2023 55575.18185\40054029.1 EXHIBIT A SCOPE OF WORK I. RECREATIONAL ACTIVITY DESCRIPTION Tenant shall set up recreational activity and provide professional instruction services in a manner consistent with industry standards to teach adults and youth boxing skills. II. FACILITY Tenant shall utilize the Workout Gym in the Demuth Community Center for conducting boxing instruction and practice, and storage of related equipment during the contractual period. III. CLASS SCHEDULE Classes will be scheduled Mondays-Fridays during recreational facility standard operating hours. Class hours may be adjusted with written permission of the Parks & Recreation Director. The standard schedule is as follows: CLASS DAY TIME Beginner to Adult Mondays - Fridays 2:30 PM – 6:30 PM IV. CLASS FEE SCHEDULE Class fees are set and collected by the Boxing Club Manager and staff. V. CITY OF PALM SPRINGS PARKS & RECREATION FEES A City of Palm Springs Annual Recreation Membership is required to participate in classes. City of Palm Springs recreation membership fees are set annually and are subject to change by City action. CITY OF PALM SPRINGS RECREATION MEMBERSHIP TYPE ANNUAL FEE Palm Springs Resident Proof of residency required Adult $5 Youth $5 (Ages 4-12) Non-Resident Adult $102 Youth $27 (Ages 4-12) VI. COMMUNITY EVENTS Tenant may be asked to provide demonstrations and/or educational sessions at City of Palm Springs Parks & Recreation Department community events and meetings, as requested. Activities may be scheduled up to two (2) times during the term of this Agreement with no additional compensation to the Tenant. DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 Certificate of Exemption from Workers’ Compensation Insurance TO: City of Palm Springs ATTN: City Clerk and Risk Manager SUBJECT: Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a sole proprietor partnership closely held corporation and do not have any employees whose employment requires me to carry workers’ compensation insurance. Therefore, I do not carry workers’ compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq., of the California Labor Code with respect to providing Workers’ Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers’ compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. ____________________________ Risk Management Approval: Contractor Signature _______________________________ ____________________________ Printed Name of Contractor _______________________________ ____________________________ Date Date DocuSign Envelope ID: 306F2553-DB2A-4166-91A0-168D4FBD3CF3 Steve Quinonez 8/2/2023 Jeff Ballinger 8/7/2023