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Home My WebLink AboutA8588 - PALM SPRINGS CULTURAL CENTERLETTER AGREEMENT TO HOLD HARMLESS AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND THE PALM SPRINGS CULTURAL CENTER This Letter Agreement is made and entered into as of May _, 2021 by and between the CITY OF PALM SPRINGS ("CITY") and THE PALM SPRINGS CULTURAL CENTER ("CULTURAL CENTER"), a 501(c)(3) non-profit organization (collectively the "Parties"). RECITALS A. This Letter Agreement shall be considered attached to and incorporated in that certain document dated 41 , 2020 entitled "Hold Harmless Agreement". B. This Letter Agreement arises out of the Parties' desire to amend the Hold Harmless Agreement to exercise an additional one-year term upon written consent of the Parties. C. This Letter Agreement is being executed between the Parties pursuant to the Hold Harmless Agreement. AGREEMENT 1. RECITALS. The above recitals are hereby incorporated into this Letter Agreement as if fully set forth herein. 2. EXTENSION OF CONTRACT SERVICES AGREEMENT. Pursuant to section 2 of the Hold Harmless Agreement, the term of the Hold Harmless Agreement is hereby extended to Vhrough the exercise of the additional one-year term optional extension allowed thereunder. 3. FULL FORCE AND EFFECT. This modifying Letter Agreement is supplemental to the Hold Harmless Agreement and is by reference made part of said Hold Harmless Agreement. All of the terms, conditions, and provisions of the Hold Harmless Agreement, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Letter Agreement and any provisions of the Hold Harmless Agreement, the provisions of this Letter Agreement shall in all respects govern and control. 4. CORPORATE AUTHORITY. The persons executing this Letter Agreement on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Letter Agreement on behalf of said party, (iii) by so executing this Letter Agreement, such 55575.18185\33926549 1 party is formally bound to the provisions of this Letter Agreement, and (iv) entering into this Letter Agreement does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the Parties have executed and entered into this Letter Agreement as of the date first written above. ATTEST: n APPROVED AS TO FORM: c By: Jeffrey Ballinger, City Attorney 55575.18185\33926549.1 "CITY" CITY OF PALM SPRINGS, a California charter city and municipal corporation By: stin Clifton, City Manager �p Date 1 to-7/ 2GZ "CULTURAL CENTER" THE PALM SPRINGS CULTURAL CENTER A `M sA' iy � a u an °o�oeereo cqO FO RN�P CITY COUNCIL STAFF REPORT DATE: May 27, 2021 CONSENT CALENDAR SUBJECT: WAIVER OF FEES RELATED TO THE PALM SPRINGS CULTURAL CENTER USE OF THE PALM SPRINGS PAVILION FOR THE SUMMER CERTIFIED FARMERS' MARKET FROM: Justin Clifton, City Manager BY: Cynthia Alvarado -Crawford, Director of Parks & Recreation SUMMARY: The Palm Springs Cultural Center has been hosting the Palm Springs Certified Farmers' Market year-round for residents and visitors alike. Eight years ago the City of Palm Springs partnered with the Palm Springs Cultural Center to move their market inside the Palm Springs Pavilion to keep the market open for the community during the summer months. The Palm Springs Cultural Center requests the City Council continue their partnership for the summer of 2021 and waive the fees for the use of the Palm Springs Pavilion and associated permit fees required to host the market indoors. RECOMMENDATION: Authorize the City Manager to waive permit fees in the amount of $12,982 for the Palm Springs Cultural Center's use of the Palm Springs Pavilion for the Certified Farmers' Market during the summer months. BACKGROUND: The Palm Springs Cultural Center is 501 (c)(3) non-profit organization, founded in 2007 with a mission to produce and an encourage arts and cultural programs in order to leverage the unique power of creativity to open minds and bridge what divides us, and discover what connects us. To maintain their continued commitment to their mission the Cultural Center holds a weekly certified Farmers' Market event in the City of Palm Springs outside the Cultural Center. In partnership with the City of Palm Springs the Palm Springs Cultural Center moved their certified Farmers' Market indoors to the Palm Springs Pavilion 8 years ago, allowing residents to maintain their commitment to healthy living and their support of the work that the Cultural Center provides the community during the hot summer months. 1 T-1 City Council Staff Report May 27, 2021 -- Page 2 Palm Springs Cultural Center Certified Farmers' Market Waiver of Fees STAFF ANALYSIS: Each year the Cultural Center seeks a waiver/sponsorship of the fees required to host the Certified Farmers' Market inside the Palm Springs Pavilion. Over the last eight years, the City has provided the funds required to keep the certified market open to the public from early June through mid -September when the Pavilion reopens for fall rental season. During the summer season the Certified Farmers' Market provides additional services to the residents of Palm Springs by providing unique events at the market such as Family Nutritional Day, and coming this summer, a collaboration with CAMP Palm Springs to do a Farm -to -Camp week, continuing their commitment to supporting the residents of Palm Springs year-round. A breakdown of the total rental fees is shown below. Non -Profit Rate Pavilion 8 hours $540.00 week x 16 weeks $ 8,640.00 Kitchen Rental Rate $237.00 (week) x16 weeks $ 3,792.00 Staff Time $75.00 hour x 4 hours $ 300.00 Fire Inspection Review Permit $250.00 Flat $ 250.00 Total Fees for Summer 2021 $ 12,982.00 ENVIRONMENTAL ASSESSMENT: Section 15061 (b)(3) of the California Environmental Quality Act ("CEQA") Guidelines exempts activities that are covered under the general rule that CEQA applies only to projects that have the potential to cause significant effects on the environment. Where it can be seen with certainty that there is no possibility the activity in question may have a significant effect upon the environment, the activity is not subject to CEQA. FISCAL IMPACT: Waiver of the fees will result in a loss of $12,982 in revenue to the General Fund. REVIEWED BY: Department Director: Cynthia Alvarado -Crawford Assistant City Manager: Marcus Fuller City Manager: Justin Clifton 1 T-2 COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS POLICY NUMBER: NN1220543 Z Extension of Declarations is attached. Effective Date: 01/23/2021 12:01 A.M. Standard Time LIMITS OF INSURANCE ❑ If box is checked refer to form S132 Amendment of Limits of Insurance. General Aggregate Limit (Other Than Products/Completed Operations) $ 2, 000,000 Products/Completed Operations Aggregate Limit $ Included Personal and Advertising Injury Limit $ 11 000, 000 Any One Person Or Organization Each Occurrence Limit $ 1,000,000 Damage To Premises Rented To You Limit $ 100, 000 Any One Premises Medical Expense Limit $ 5,000 Any One Person RETROACTIVE DATE CG 00 02 ONLY This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" which occurs before the Retroactive Date, if any, shown here: (Enter Date or "NONE" if no Retroactive Date applies) BUSINESS DESCRIPTION AND LOCATION OF PREMISES BUSINESS DESCRIPTION: FUND RAISING CLUB LOCATION OF ALL PREMISES YOU OWN, RENT, OR OCCUPY: ❑x Location address is same as mailing address. 1 2300 Baristo Road, Palm Springs, CA 92262 2 78 - 100 Main Street, La Quinta, CA 92253 Additional locations (if any) will be shown on form S170, Commercial General Liability Coverage Part Declarations Extension. LOCATION OF JOB SITE (If Designated Projects are to be Scheduled): PREMIUM RATE ADVANCE Prem/Ops Prod/Comp CODE # - CLASSIFICATION * BASIS PREMIUM O s 41669 - Clubs -civic, service or social -no t+ 50 1.875 94 buildings or premises owned or leased except for offices OTNFP Included Included 49950 - CG2011 Additional Insured - t+ 3 Included Included Managers or Lessors of Premises 90609 . L803 Additional Insured - Primary t+ 1 100.000 100 and Noncontributory - Premium is fully earned 90657 - L609 Waiver of Transfer of Rights t+ 1 200,000 200 of Recovery Against Others to Us - Automatic Status When Required in Contract or Agreement - Premium is fully earned " PREMIUM BASIS SYMBOLS + = Products/Completed Operations are subject to the General Aggregate Limit a = Area (per 1,000 sq. ft. of area) o = Total Operating Expenditures s = Gross Sales (per $1,000 of Gross Sales) c = Total Cost (per $1,000 of Total Cost) (per $1,000 Total Operating Expenditures) t = See Classification m = Admissions (per 1,000 Admissions) p = Payroll (per $1,000 of Payroll) u = Units (per unit) PREMIUM FOR THIS PAGE 394 FORMS AND ENDORSEMENTS other than applicable Forms and Endorsements shown elsewhere in thepolicy) Forms and Endorsements applying to this Coverage Part and made part of this policy at time of issue: Refer to Schedule of Forms and Endorsements THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. S150 (07/09) Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS EXTENSION POLICY NUMBER: NN1220543 Effective Date: 01/23/2021 12:01 A.M. Standard Time LOCATION OF PREMISES Location of All Premises You Own, Rent or Occupy: 3 72 - 567 Highway 111, Palm Desert, CA 92260 4 401 S. Pavillion Way (Summer Loc.), Palm Springs, CA 92262 5 72840 Highway 111, Palm Desert, CA 92260 PREMIUM RATE CODE # - CLASSIFICATION * PREMIUM ADVANCE Prod/Comp BASIS Prem/Ops Ops PREMIUM 15123 " Markets - open air (LRO) - OTNFP t+ 3 3.110 9 Included Included 15123 . Markets - open air (LRO) - OTNFP t 3 3.110 9 Included Included 15123 _ Markets - open air (LRO) - OTNFP t 3 3.110 9 Included Included 15123 _ Markets - open air (LRO) - OTNFP t If Any 3.728 Included Included PREMIUM FOR THIS COVERAGE PART $ 1,050MP THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. S170 (07/09) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 HOLD HARMLESS AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND THE PALM SPRINGS CULTURAL CENTER This Hold Harmless Agreement ("Agreement") is entered into this 1st day of June, 2020, by and between the CITY OF PALM SPRINGS ("CITY") and THE PALM SPRINGS CULTURAL CENTER ("CULTURAL CENTER"), a 501(c)(3) non-profit organization (collectively the "Parties"). RECITALS A. CITY owns certain real property commonly known as the Palm Springs Pavilion ("PROPERTY") located in the City of Palm Springs, Riverside County, California with an address of 401 S. Pavilion Way, Palm Springs, CA 92262. B. CITY agrees to waive any fees for use of the PROPERTY by CULTURAL CENTER to operate a Certified Farmer's Market on the PROPERTY. C. CITY is willing to allow CULTURAL CENTER to access the PROPERTY and in consideration of such, CULTURAL CENTER intends to indemnify and hold harmless CITY from any and all liabilities that may arise from CULTURAL CENTER's presence on the PROPERTY pursuant to this Agreement. AGREEMENT 1. Access. CITY hereby agrees to allow CULTURAL CENTER to access and enter the PROPERTY for the sole purpose of operating and conducting activities related to running a Certified Farmer's Market. CULTURAL CENTER agrees that it enters the PROPERTY at its sole cost and risk, and acknowledges that it has assumed the risk of entry upon the PROPERTY. 2. Term. This Agreement shall become effective as of the date of execution and shall continue for a period of one-year from the date of execution. Thereafter, this Agreement may be renewed for an additional one-year term upon mutual written consent of the Parties. 3. Termination. Either party may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days written notice to terminate. The notification requirement for termination may be shortened in emergency situations, depending on the nature of the emergency. Either party shall provide a reasonable written notice of termination in an emergency situation, a shorter time frame will be reasonable depending on the direness of the emergency. 4. Hold Harmless and Waiver a. CITY hereby agrees to allow CULTURAL CENTER to access and enter the PROPERTY for the sole purpose of operating and conducting activities related to running a Certified Farmer's Market. CULTURAL CENTER agrees to hold harmless and indemnify CITY, its officers, employees, and agents, from any and all claims, demands, proceedings, expenses, injuries, losses, damages or liabilities of any kind, whether to persons or the PROPERTY, in law or in equity, resulting from or arising out of CULTURAL CENTER's use of the PROPERTY and this Agreement. The only exception to CULTURAL CENTER's obligations under this section is if the claim, demand, proceeding, expense, injury, loss, damage or liability results from CITY's gross negligence or willful misconduct. b. CULTURAL CENTER agrees that the hold harmless described herein applies to claims, demands, proceedings, expenses, injuries, losses, damages, or liabilities of any kind which are presently unknown and may arise in the future as a result of use of the PROPERTY pursuant to this Agreement. CULTURAL CENTER confirms that it is aware of the provisions of California Civil Code Section 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBT OR RELEASED PARTY. This Agreement is entered into in contemplation of Civil Code Section 1542 and CULTURAL CENTER hereby waives the benefits and protections of Civil Code Section 1542 and all other state or federal laws and decisional authority of similar effect. C. CULTURAL CENTER waives, releases, and discharges its own rights to bring any claims, demands, suits, causes of action or proceedings against CITY that CULTURAL CENTER would or may have resulting from or arising out of CULTURAL CENTER's use of the PROPERTY. 5. Indemnification. CULTURAL CENTER agrees to defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents or volunteers from and against any and all claims, damages, losses, expenses, fines, penalties, judgements, demands and defense costs, arising out of or in connection with the use and operation of the Certified Farmer's Market on the PROPERTY. Except if such loss or damage resulted from the sole gross negligence or willful misconduct of the City. 6. Insurance. Prior to the signing of this Agreement, CULTURAL CENTER will have provided and CITY will have reviewed CULTURAL CENTER's insurance in order to determine the adequacy thereof. CULTURAL CENTER shall: a. Maintain, at a minimum, general liability insurance coverage of $1,000,000.00. b. Maintain such insurance in effect during the term of this Agreement. C. Have the CITY, its officers, employees, and agents named as additionally insured under all of such insurance prior to exercising any rights under this Agreement and provide CITY with a certified copy of the rider or modification affecting such requirement. CULTURAL CENTER shall also deliver a copy of all such policies to the CITY concurrently with execution of this Agreement. 2 d. All of CULTURAL CENTER's insurance policies shall be amended to provide that such policies shall not be terminated or canceled or coverage reduced or limited without prior written notice to CITY. If CULTURAL CENTER fails to maintain insurance coverage for any period of time during the Term of this Agreement, it will be considered an incurable breach of this Agreement and the CITY may immediately terminate the Agreement. 7. Authority to Enter Agreement. CULTURAL CENTER and CITY each respectively represent, covenant, and warrant that they are authorized to enter into and execute this Agreement and to bind each respective Party. 8. Binding on Successors. This Agreement is binding and will inure to the benefit of the respective successors and assigns of the PARTIES and will run with the land. 9. Entire Agreement. This Agreement contains the entire agreement between the PARTIES related to the matters specified herein, and supersedes any prior oral or written statements or agreements between the PARTIES related to such matters. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. THE PALM SPRINGS CULTURAL CENTER By: ST: Michael Green Executive Director Clerk CITY OF PALM SPRINGS By: David H. Ready, Esq., City Manager APPROVED AS TO FORM: BY: 4e�- ailing City Attorney 11 'ROVED BY C" MANAGER # 4