San Pedro and Peninsula YMCA L
yCITY OF
a.: a is,
RANCHO PALOS VERDES
USE AGREEMENT
This document is an Agreement between the City of Rancho Palos Verdes (the "City")
and the San Pedro and Peninsula YMCA (the "YMCA") to permit utilization of a portion of
the City's Ladera Linda Community Center property by the YMCA to conduct a weekday
summer camp program.
USE: City hereby grants to YMCA use of the Ladera Linda Community Center, the
Premises, as defined in this Agreement, subject to the terms and conditions set forth
herein, for the purpose of operating a 10 week, day camp program for youth ages 6 -13
years old ("the Program").
TERM: The term of this Agreement commences on June 8, 2015, and terminates on
August 14, 2015, unless sooner terminated pursuant to the terms of this Agreement. Use
of the Premises by the YMCA is limited to Monday through Friday, from 7:00 a.m. to 6:00
p.m.
PREMISES: The term "Premises" refers to that portion of the Ladera Linda Community
Center consisting of exclusive use of Room L and shared use of outdoor playground
equipment, turf fields, restrooms and kitchen facilities with the public.
RENT: The YMCA shall pay rent to the City to use the Premises based on a revenue
sharing model. The Rent paid to the City for the YMCA's use of the Premises will be
seven percent (7%) of the total revenue generated by the Program, not to exceed four
thousand and sixty dollars ($4,060), which is the maximum revenue that would be
generated by the Program based on a maximum enrollment of 40 Participants each week
for the full ten-week term of the Lease, less the YMCA's fixed costs and scholarships. At
the end of the ten week period, the YMCA will provide to the City the amount that is owed
to the City along with documentation of the number of Participants who were enrolled
during each week of the Program, the YMCA's fixed costs to operate the Program and
the scholarships that were provided to Program Participants.
PARTICIPANT: The term "Participant" means any child who is enrolled and participates
for any period of time in one or more of the weekly summer camp sessions.
YMCA'S RESPONSIBILITIES: The YMCA shall comply with all of the following:
a. Comply with and abide by all applicable rules and regulations adopted by the
City;
b. Comply with all applicable City, county, state and federal laws,'and in the course
thereof obtain and keep in effect all permits and licenses that are required to
conduct the authorized activities on the Premises;
c. Maintain the area occupied in a clean and sanitary condition at all times, and
report to Recreation Supervisor II (310-544-5266) all vandalism and/or damage
to the Premises by man-made or natural causes;
d. With the exception of Room L, operate without interfering with the public use of
the Premises;
e. Remove any official, officer, employee, agent, volunteer or Participant who fails
to conduct the authorized activities on the Premises in the manner described in
this Agreement;
f. Upon termination of this Agreement, restore the area occupied to the condition
that existed prior to the commencement of the activities authorized by this
Agreement, other than as a result of ordinary wear and tear and damage or
destruction from forces beyond the control of the YMCA;
g. Properly operate security systems that are located on the Premises;
h. Refrain from displaying advertising signs on or near the Premises other than
signage displaying the name of the YMCA and/or Program, without prior written
approval from the Director of Recreation and Parks;
i. Permit the Director of Recreation and Parks or other authorized representatives
of the City to enter the Premises at any time;
j. Complete and submit to City park staff on site a daily inspection form ;
k. Provide the Recreation and Parks Department with a roster of the YMCA staff
who will be present on the Premises and the name(s) of the individual(s) at the
San Pedro Peninsula YMCA who are to be contacted in an emergency ;
I. Upon termination of this agreement, return all keys to the City.
ALTERATIONS AND IMPROVEMENTS: YMCA accepts the Premises in its present
state and condition and waives any and all demands upon the City for alteration or
improvement thereof. YMCA shall make no alterations or improvements to the Premises
without the prior written approval of the Director of Recreation and Parks. Any alterations,
additions, or betterments to the Premises shall become the property of City upon
termination of this Agreement.
INDEMNITY: YMCA shall defend, indemnify and hold harmless the City and its officials,
officers, employees, agents and volunteers free and harmless from all tort liability,
including liability for claims, suits, actions, expenses or costs of any kind, whether actual,
alleged or threatened, actual attorneys' fees, experts' fees, or court costs incurred by the
City, to the extent arising out of or in any way connected with, in whole or in part, the
negligent or other wrongful or reckless acts, omissions or willful misconduct of the YMCA
or any of the YMCA's officials, officers, employees, agents, volunteers and Participants
in connection with this Agreement and the use of the Premises, except for such loss or
damage arising from the sole negligence or willful misconduct of the CITY. This includes
but is not limited to claims, suits and liabilities for bodily injury, death or property damage
to any individual or entity, including officials, officers, employees, agents, volunteers or
Participants of the YMCA.
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INSURANCE:
a. YMCA shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect, a policy or policies of general liability insurance with
minimum limits of one million dollars ($1,000,000) for each occurrence and two
million dollars ($2,000,000) general aggregate for bodily injury, death, loss or
property damage in relation to this Agreement. The general liability insurance shall
contain endorsements naming the City and its officers, officials, agents and
employees as additional insureds.
b. YMCA shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect, a policy or policies of Automobile Liability Insurance
covering bodily injury, death and property damage for all owned, hired, and non-
owned vehicles, in an amount of not less than one million dollars ($1,000,000)
combined single limit for each occurrence.
c. YMCA shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect Workers' Compensation insurance as required by the
law.
d. All insurance policies shall be issued by an insurer admitted to'do business in the
State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII
or better.
e. All insurance policies shall provide that insurance coverage shall not be cancelled
by the insurance carrier without thirty (30) days prior written notice to City or ten
(10) days if cancellation is due to nonpayment of premium. YMCA agrees that it
will not cancel or reduce said insurance coverage.
f. YMCA agrees that if it does not keep the aforesaid insurance in full force and effect
throughout the full term of this Agreement, City may immediately terminate this
Agreement.
g. At all times during the term of this Agreement, YMCA shall maintain on file with the
City Clerk the certified copies of the policies or the certificates of insurance
showing that the aforesaid policies are in effect in the required amounts.
h. The insurance provided by YMCA shall be primary to any coverage available to
City. The insurance policies (other than Workers' Compensation) shall include
provisions for waiver of subrogation.
SUSPENSION OF USE OF PREMISES: Upon notice from the City that improvements
are required on or near the Premises, the YMCA shall temporarily relocate the Program
within ten (10) days of the City's notice until the improvements are completed. In the event
that an authorized representative of the City finds that the activities being held on the
Premises endanger the health and/or safety of persons on or near the Premises, or in the
event that the City determines that there is a potential emergency or any other risk to the
Participants, the City shall notify the YMCA to cease the activities or cease its use of the
Premises, at the City's sole discretion, and the YMCA shall immediately comply.
TERMINATION: The City or the YMCA may terminate this Agreement upon thirty (30)
days advance written notice to the other party, with or without cause. YMCA agrees that
if default shall be made in any of the provisions of this Agreement, or if City determines
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that the continued operation of the YMCA at the premises poses a risk to the Participants,
City may immediately revoke and terminate this Agreement.
ASSIGNMENT: Neither this Agreement nor any part thereof shall be assigned by YMCA
without the prior written consent of the City. Any such purported assignment without the
City's written consent shall be null and void, and YMCA shall hold harmless, defend and
indemnify the City and its officers, officials, employees, agents and representatives with
respect to any claim, demand or action arising from any unauthorized assignment.
INDEPENDENT CONTRACTOR: YMCA is and shall at all times remain, as to the City, a
wholly independent contractor. Neither the City nor any of its agents shall have control
over the conduct of YMCA or any of the YMCA's employees, except as herein set forth.
YMCA shall have no power to incur any debt, obligation, or liability on behalf of the City
or otherwise act on behalf of the City as its agent. YMCA shall not, at any time or in any
manner, represent that it or any of its officials, officers, agents, employees, volunteers or
Participants are in any manner agents or employees of City. YMCA shall fully comply with
all Workers' Compensation laws regarding YMCA and its employees. YMCA further
agrees to indemnify and hold the City harmless from any failure of YMCA to comply with
applicable Workers' Compensation laws.
ENTIRE AGREEMENT: This Agreement represents the entire and integrated agreement
between City and YMCA and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be modified or amended, or
provisions or breach may be waived, only by a subsequent written agreement signed by
both parties.
CONSTRUCTION: In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
SEVERABILITY: If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
NON-WAIVER OF TERMS, RIGHTS AND REMEDIES: Waiver by either party of any one
or more of the conditions of performance under this Agreement shall not be a waiver of
any other condition of performance under this Agreement. In no event shall the
acceptance of any payment from the YMCA constitute or be construed as a waiver by the
CITY of any breach of a covenant, or any default which may then exist on the part of
YMCA, and the acceptance of any such payment by the CITY shall in no way impair or
prejudice any right or remedy available to the CITY with regard to such breach or default.
NOTICE: Except as otherwise required by law, any notice, request, direction, demand,
consent, waiver, approval or other communication required or permitted to be given
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hereunder shall not be effective unless it is given in writing and shall be delivered (a) in
person or (b) by certified mail, postage prepaid, and addressed to the parties at the
addresses stated below, or at such other address as either party may hereafter notify the
other in writing as aforementioned:
To CITY:
Mona Dill, Recreation Program Supervisor II
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To YMCA:
Jennifer Sullivan
Operations Executive Director
SAN PEDRO & PENINSULA YMCA
301 S Bandini Street, San Pedro CA 90731
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
SAN PEDRO AND PENINSULA YMCA
Mark Dengler, Chief Operatin•kfficer, EVP
CITY OF RANCHO PALOS VERDES
/IA"' 01/1 'r
Ji K ght,
ATTEST:
4egoL,C7Afitgli-e
Carla Morreale, City Clerk
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