HomeMy WebLinkAbout12/4/2002 - STAFF REPORTS (5) DATE: December 4, 2002
TO: City Council
FROM: Director, Department of Parks, Recreation and Facilities
PALM SPRINGS YOUTH FOOTBALL AGREEMENT
RECOMMENDATION:
That the City Council approve a three-year agreement between the City of Palm
Springs and Palm Springs Youth Football to promote and provide tackle football for
the youth of Palm Springs.
SUMMARY:
City Council is being asked to approve a three-year agreement between the City of
Palm Springs and Palm Springs Youth Football(PSYF)to promote and provide tackle
football forthe youth of Palm Springs. PSYF's compensation to the City for use of City
facilities over the next three years will be $1,500 per year.
BACKGROUND:
On June 16, 1999, City Council approved a three-year agreement with PSYF to
promote and provide tackle football for the youth of Palm Springs. The agreement
expired on June 16, 2002.
The proposed agreement content is consistentwith past agreements the City has had
with PSYF. The highlight of this agreement is the compensation for use of City
facilities. PSYF's compensation to the City overthe nextthree years will be$1,500 per
year. All payments will be due on August 1 of each agreement year. In theprevious
agreement, the compensation to the City was $1,000 per year for three years.
The remainder of the agreement is consistent with prior agreements.
At its September 18 meeting, the Parks and Recreation Commission unanimously
(5/0) voted to recommend that City Council approve this three-year agreement.
/SiGOTT MIKESELL, Director
/Department of Parks, Recreation and Facilities
.- -
City Manager
ATTACHMENTS: REVIEWED BY DEn OF FINANCE
1. Agreement _
2. Minute Order
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AGREEMENT
This Agreement, hereinafter referred to as "Agreement," made and entered into this
day of 2002,between the City of Palm Springs,a California municipal corporation,
hereinafter referred to as "City," and the Palm Springs Youth Football, a California nonprofit
corporation, hereinafter referred to as "Youth Football."
Whereas the City and Youth Football are mutually interested in providing quality recreational
activities for the youth of the City of Palm Springs; and
Whereas the City wishes to make certain of its facilities available to Youth Football and Youth
Football wishes to use such facilities under the terms of this Agreement to fulfill the goal of
providing quality recreational activities for the youth of the City of Palm Springs; and
Whereas it is recognized that through a cooperative agreement between the City and Youth Football
for use of City facilities under the terms of this Agreement, the community will be afforded the
fulfillment of a major recreational goal for youth.
Now, therefore, the City and Youth Football 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 Youth
Football in their cooperative effort to effectively promote and provide tackle football
for the youth of Palm Springs.
2. AREAS OF RESPONSIBILITY
2.1 Field Use and Scheduling:The City shall make available to Youth Football the Palm
Springs Stadium and Cerritos Field located at Sunrise Plaza (collectively "City
Facilities")from the first week in August until the fourth week in October from 5:00
p.m. to 8:00 p.m., Monday through Friday, subject to the City's right to use or lease
to third parties the City Facilities, which right City may exercise in its sole and
absolute discretion. City shall notify Youth Football within twenty-four (24) hours
prior to exercising its right to use the City Facilities under this Section 2.1.
2.2 Membership, Registration and Bylaws
2.2.1 Youth Football must insure that its program is conducted in accordance with
the Jr. All-American Football Rules and Regulations and Bylaws, a copy of
which are attached hereto as Exhibit "A."
2.2.2 Athletic directors shall be currently certified in sports medicine first aid.
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2.3 Playing Equipment
2.3.1 Youth Football shall provide, at its sole cost and expense, safety equipment
that is reasonably adequate to protect users of the City Facilities from injuries
arising from Youth Football's activities under this Agreement.
2.3.2 Youth Football shall pay for and assume fall responsibility for all supplies,
equipment and uniforms relating to the program.
2.4 Compliance with Park Rules and Regulations
2.4.1 Youth Football agrees to support the City by informing its participants of,
and making its best efforts to assure that its participants adhere to,park rules
and regulations (Chapter 11.44 of the Palm Springs Municipal Code).
2.4.2 An adult designated by Youth Football, who shall be qualified to supervise
youth activities, shall be present at all practices and games to enforce park
rules and regulations.
2.5 Field Maintenance, Preparation and Utilities
2.5.1 The City shall regularly water the playing fields,maintain the lawn areas and
repair potholes. Failure of the City to perform the duties under this Section
2.5.1 shall not, however, be construed as a default hereunder or subject the
City to any liability to Youth Football or any users of the City Facilities.
2.5.2 The City shall pay for the electrical power to light the fields for practice. The
City shall also replace and realign the field lights as needed.
2.5.3 Youth Football shall be responsible for monitoring the City Facilities prior
to and during any Youth Football activities under this Agreement and assure
that no dangerous conditions or other conditions which could cause damages
or injuries exist at the City Facilities. Youth Football shall not conduct any
activities under this Agreement should any conditions described in this
Section 2.5.3 exist at the City Facilities.
2.6 Cora mnications
2.6.1 The City's assigned representative shall act as a resource liaison between the
City and the Youth Football person concerning City Facilities operational
matters.
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2.6.2 Youth Football shall provide the City annually with current Youth Football
rules and regulations, which rules and regulations, upon approval by City,
shall replace those rules and regulations at Exhibit "A"hereto.
2.7 Program Evaluation
2.7.1 Youth Football agrees to provide the City with information, as City may
request,necessary to monitor and evaluate Youth Football's compliance with
this Agreement.
2.7.2 Youth Football shall provide City with a program evaluation as requested by
City throughout the season and formally at the conclusion of the season.
2.8 Compensation for Park Use: For use of the fields, Youth Football shall pay to the
City as follows: One Thousand Five Hundred Dollars ($1,500) aimually, payment
being due on the 1 st day of August of each year.
3. INSURANCE AND INDEMNIFICATION
3.1 Youth Football shall procure and maintain,at its sole cost and expense,in a form and
content satisfactory to City, during the entire terns 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 Worker's Compensation Insurance. In the event Youth Football hires any
employees so defined in the Labor Code's Worker's Compensation Section,
a policy of worker's 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
Youth Football and City against any loss, claim or damage arising from any
injuries or occupational diseases occurring to any worker employed by or any
persons retained by Youth Football in the course of carrying out the work or
services 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
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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, Youth Football 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 continence until Youth Football has
provided City with Certificates of Insurance or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or
binders are approved by City.
Youth Football agrees that the provisions of this Section 3.1 shall not be construed
as limiting in any way the extent to which Youth Football may be held responsible
for the payment of damages to any persons or property resulting from Youth
Football's activities or the activities of any person or persons for which Youth
Football is otherwise responsible.
In the event Youth Football subcontracts any portion of the work in compliance with
Section 8.3 of this Agreement, the contract between Youth Football and such
subcontractor shall require the subcontractor to maintain the same policies of
insurance that Youth Football is required to maintain pursuant to this Section 3.1.
3.2 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, rated "A" or better in the most
recent edition of Best Rating Guide, The Key Raling Guide or in the Federal
Re ister, 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, Youth Football 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
Youth Football 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.
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3.3 Indemnification
Youth Football agrees to indemnify 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")that may be
asserted or claimed by any persons,firm or entity arising out of or in connection with
the negligent performance of the work,operations or activities of Youth Football,its
agents,employees,subcontractors or invitees provided for herein,or arising from the
negligent acts or omissions of Youth Football hereunder, or arising from Youth
Football's negligent performance of or failure to perform any term, provision,
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:
3.3.1 Youth Football 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 attorneys' fees incurred in connection therewith;
3.3.2 Youth Football shall promptly pay any judgment rendered against the City,
its officers,agents or employees for any claims or liabilities arising out of or
in connection with the negligent performance of or failure to perform such
work, operations or activities of Youth Football hereunder; and Youth
Football agrees to save and hold the City, its officers, agents and employees
harmless therefrom;
3.3.3 In the event the City, its officers, agents or employees is made a parry to any
action or proceeding filed or prosecuted against Youth Football 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
Youth Football hereunder, Youth Football 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.
4. WAIVER OF UTILITY FAILURE
4.1 Youth Football 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
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apparatus or wires serving Angels Stadium and Cerritos Field with respect to the loss
of these fields for Youth Football 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 Youth Football
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 connnences 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 Youth Football's right to terminate this
Agreement without cause pursuant to Section 5.8.
5.3 Retention of Funds
Youth Football hereby authorizes City to deduct from any amount payable to Youth
Football(whether or not arising out of this Agreement)(i)any amounts,the payment
of which may be in dispute heremnder or which are necessary to compensate City,for
any losses, costs, liabilities or damages suffered by City, and (ii) all aniounts for
which City may be liable to third parties by reason of Youth Football's acts or
omissions in performing or failing to perform Youth Football's obligation under this
Agreement. In the event that any claim is made by a third party, the amount or
validity of which is disputed by Youth Football, or any indebtedness shall exist that
shall appear to be the basis for a claim or lien,City may withhold from any payment
due,without liability for interest because of such withholding,any amount sufficient
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AGREEMENT
City/Youth Football
to cover such claim. The failure of City to exercise such right to deduct or to
withhold shall not, however, affect the obligations of Youth Football to insure,
indemnify and protect City as elsewhere provided herein.
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 or 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 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 any 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 Youth Football,except,that where termination is due to the fault of
Youth Football,the period of notice may be much shorter time as may be determined
by the Contract Officer.If City elects to terminate this Agreement rider this section,
Youth Football is entitled to reimbursement of a pro-rated amount of the annual park
use compensation. In addition, Youth Football reserves the right to terminate this
Agreement at any time, with or without cause, upon sixty (60) 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 Youth Football may determine.
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5.8 Attorneys' 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 investigating such
action, taking depositions 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 Youth Football, 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 Youth Football or to its successor, or for breach of
any obligation of the terms of this Agreement.
6.2 Non-Liability of Youth Football Officers and Employees
No officer or employee of Youth Football shall be personally liable to the City, or
any successor in interest,in the event of any default or breach by Youth Football or
for any 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 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. Youth Football warrants that
it has not paid or given and shall not pay or give any third party any money or other
consideration for obtaining this Agreement.
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AGREEMENT
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6.4 Covenant Against Discrimination
Youth Football covenants that, by and for itself, its heirs, executors, assigns and all
persons claiming wider or through them,there shall be no discrimination against or
segregation of any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin or ancestry in the performance of this
Agreement.
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 Youth Football, to the person at the address designated on the
execution page of this Agreement. Either party may change its address by notifying
the other parry of the change of address in writing. Notice shall be deemed
corrununicated at the time personally delivered or in seventy-two(72)hours from the
time of mailing if mailed as provided in this section.
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 previous
negotiations, arrangements, agreements and understandings, if any, between the
parties, and none 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.
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7.4 Severability
In the event that any one or more of the phrases, sentences, clauses, paragraphs or
sections contained in this Agreement shall be declared invalid or unenforceable by
a valid judgment or decree of a court of competent jurisdiction, such invalidity or
mzenforceability 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 so 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 executing this Agreement on behalf of the parties hereto warrant that(i)
such panty 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 provision 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 Youth Football
The following principals of Youth Football are hereby designated as being the
principals and representatives of Youth Football, authorized to act in its behalf with
respect to the work specified herein and make all decisions in connection therewith:
President or Designee of Youth Football
100 S. Sunrise Way, 9232
Palm Springs, CA 92262
8.2 Contract Officer
The Contract Officer shall be such person as may be designated by the City Manager
of City. It shall be Youth Football's responsibility to assure that the Contract Officer
is kept informed of the progress of the performance of the services and Youth
Football shall refer any decisions that must be made by City to the Contract Officer.
Unless otherwise specified herein,any approval of City required hereunder shall need
the approval of the Contract Officer. The Contract Officer shall have authority to
sign all documents on behalf of City required hereunder to carry out the terms of this
Agreement.
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8.3 Prohibition Against Subcontracting or Assignment
The experience, knowledge, capability and reputation of Youth Football, its
principals and employees were a substantial inducement for City to enter into this
Agreement. Therefore, Youth Football 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 vohmtarily or
by operation of law, whether for the benefit of creditors or otherwise without the
prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty-five
percent(25%) of the present ownership and/or control of Youth Football, taking all
transfers into account on a cumulative basis. In the event of any such unapproved
transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release Youth Football or any surety of Youth Football 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 Youth Football, its agents or employees, perform the services
required herein, except as otherwise set forth herein. City shall have no voice in the
selection,discharge,supervision or control of Youth Football's employees,servants,
representatives or agents,or in fixing their number,compensation or hours of service.
Youth Football shall perform all services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Youth Football
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 Youth Football in its business or
otherwise or a j oint venturer or a member of any joint enterprise with Youth Football.
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9. TERM
9.1 Unless earlier terminated in accordance with Section 5.7 of this Agreement, this
Agreement shall continue in full force and effect for a period not exceeding three(3)
years from the date hereof, except as otherwise provided.
IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date
first written above.
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation
By: By:
City Cleric City Manager
APPROVED AS TO FORM: PALM SPRINGS YOUTH FOOTBALL
RUTAN & TUCKER By:
Board Member
By:
City Attorney Board Member
By:
Board Member
By:
Board Member
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MINUTE ORDER NO.
APPROVING A THREE-YEAR AGREEMENT BETWEEN THE
CITY OF PALM SPRINGS AND PALM SPRINGS YOUTH
FOOTBALL TO PROMOTE AND PROVIDE TACKLE FOOTBALL
FOR THE YOUTH OF PALM SPRINGS.
I HEREBY CERTIFY that this Minute Order,approving a three-year agreement between the
City of Palm Springs and Palm Springs Youth Football to promote and provide tackle football
for the youth of Palm Springs, was adopted by the City Council of the City of Palm Springs,
California, in a meeting thereof held on the 41" day of December, 2002.
BY: PATRICIA A. SANDERS
City Clerk
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