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HomeMy WebLinkAbout2017-03-28 - AGENDA REPORTS - COMMUNITY COLLEGE DISTRICT USE AGMT (2)Agenda Item: 12 CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: fill DATE: March 28, 2017 SUBJECT: SANTA CLARITA COMMUNITY COLLEGE DISTRICT FACILITIES USE AGREEMENT DEPARTMENT: Recreation, Community Services, Arts, and Open Space PRESENTER: Richard E. Gould RECOMMENDED ACTION City Council: 1. Approve the Facilities Use Agreement with the Santa Clarita Community College District for use of the College of the Canyons, Valencia Campus, sports facilities. 2. Authorize the City Manager, or designee, to execute all documents, subject to City Attorney approval. BACKGROUND In fall 2016, the City of Santa Clarita (City) and College of the Canyons, Valencia Campus (COC) engaged in discussions to develop an agreement that was derived from an initial proposal for the City to fund a portion of the reconstruction of the COC soccer field whereby the City would have contributed 20 percent or $300,000 to the project in return for access to 20 percent of the available playing time of said field. Due to a number of factors that surfaced during the project development, COC and the City mutually agreed to withdraw from the project. However, discussions between both agencies continued with the focus on how to make the COC sports facilities available to the community. Those discussions resulted in the proposed Facilities Use Agreement. The proposed agreement will allow City programs and third -party, locally - based community sports groups' access to the COC sports facilities when they are not in use by the college. Highlights of the proposed Facilities Use Agreement between the City of Santa Clarita and the Santa Clarita Community College District (District) include: Page 1 Packet Pg. 58 • The District will allow access to their COC Valencia Campus football and soccer fields, tennis courts, and other sports facilities for sports games and practices, during times that will not interfere with educational and recreational events, or programs and activities of the college. • The City would be responsible for scheduling the fields for community use and the District will allow the City to charge City fee rates rather than the District's rates. Fees collected by the City for COC facility use would be passed through to the District. • The District would also have access to City facilities, primarily the Aquatic Center for college swim meets. • The District shall perform or provide for the regular, ongoing maintenance of the facilities and common areas that may be used pursuant to this agreement. The City will be responsible for any cleanup after City related activities and any damage beyond normal wear and tear to the District's facilities. All required insurance and indemnity provisions are included in the proposed agreement and have been reviewed by the City Attorney's office. The agreement is proposed to extend for five years at which time it may be renewed upon mutual written agreement. At the March 2, 2017, Parks, Recreation, and Community Services meeting, the Commissioners reviewed the proposed Facilities Use Agreement, and motioned their support of the proposed agreement and recommended the agreement be forwarded to the City Council for review and approval. Additionally, the Facilities Use Agreement was approved by the Santa Clarita Community College District Board on March 22, 2017. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT None. ATTACHMENTS Facilities Use Agreement Page 2 Packet Pg. 59 12.a SANTA CLARITA COMMUNITY COLLEGE DISTRICT FACILITIES USE AGREEMENT CITY OF SANTA CLARITA MARCH 1, 2017 — FEBRUARY 28, 2022 This Facilities Use Agreement ("Agreement") is dated and effective March 1, 2017 ("Effective Date"), between Santa Clarita Community College District ("District"), a California community college district and political subdivision of the State of California, and the City of Santa Clarita ("City"), a municipal corporation of the State of California. District and City are also referred to collectively as the "Parties" and individually as a "Party." A. District owns and operates College of the Canyons, Valencia Campus, a facility located at 26455 Rockwell Canyon Road, Santa Clarita, CA 91355 ("Property"). B. District's Property is within the boundaries of the City of Santa Clarita and includes a football field, soccer field, cross country track, tennis courts and gymnasium facilities ("Facilities") which are utilized for recreational and educational activities located at College of the Canyons, Valencia Campus ("COC"). C. City has requested that it be permitted to conduct or permit non-profit organizations use of the Facilities for sports games and practices ("City Activity[ies]") at such times as will not interfere with the educational and recreational events, programs, and activities of District. D. By this Agreement, District desires to authorize City access to and use of a certain portion of the Property, as set forth below, for use in accordance with this Agreement. E. The Parties further desire by this Agreement to set forth the terms and conditions upon which City shall access and use that certain portion of the Property, and set forth the Parties' rights and obligations relating to the Facilities and this Agreement. THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties' signatures below, the Parties agree as provided in this Agreement. 1. SCOPE OF AGREEMENT. District shall provide use of its Facilities to City as set forth in accordance with the terms and conditions of this Agreement and shall allow City certain access to specified common areas and Facilities at the Property. The Parties desire to cooperate in facilitating the City's use of District's Property as determined to be in the best interests of both Parties and the public. The Parties intend that, to the extent provided herein, this Agreement shall apply in all situations in which City uses the District's Property during the Term of this Agreement. This Agreement shall be construed as establishing requirements Page 1 of 20 Packet Pg. 60 12.a for City to comply with all laws, rules, et cetera governing the use of District's Property, and as set forth below. The provisions of this Agreement shall apply in all instances with any existing or future written agreement between the Parties with respect to use of District's Property by City. Therefore, in the event of any conflict between the provisions of this Agreement and any other written agreement of the Parties for the District's athletic Facilities, the provisions of this Agreement shall control. 2. LICENSE FOR DISTRICT OPERATIONS. District hereby grants a non-exclusive license for City to enter in, on and/or within the Facilities and, as reasonably required, other portions of COC for all purposes of, and in accordance with, this Agreement ("District License"). The District License shall be limited to: A. Allowing City or its staff, employees, volunteers, consultants, and contractors ("City Representatives") to enter, cross over, on, along, though, and across the Facilities and, as reasonably required, other areas of COC for purposes of operating the City Activities; B. Allowing participants in, and spectators of, City Activities or Third -Party Locally - Based Community Sports Groups Users ("Community Users") to enter, cross over, on, along, and across Facilities and such portions of COC as -is necessary for ingress and egress to and from the Facilities; and C. Allowing parking of personal, City, and Community Users' vehicles within the designated parking areas at COC and/or the Facilities in connection with the activities authorized pursuant to this Agreement. City acknowledges and agrees that this Agreement is a non-exclusive license and is not a lease or other instrument that conveys an interest in real property and, as such, does not impart protections to the City that would be consistent with a lease. Accordingly, City acknowledges and agrees that upon the expiration or earlier termination of the Agreement, City or any Community Users will not have access to the Facilities and the District may elect to change locks or take other steps to prevent City or any Community Users from having access to the Facilities. The District may remove from the Facilities any remaining personal belongings of City or any Community Users and/or will endeavor to cooperate with City or any Community Users to schedule a mutually convenient time to allow City or any Community Users to remove its personal belongings, if any remain, from the Facilities; however, such access is to be made under the District's supervision. 3. SCHEDULING. The Parties shall confer and shall cooperate with respect to scheduling City use of the Facilities. City will be entitled to use the Facilities during the open hours of operation at such times as will not interfere with the educational and recreational events, programs, and activities of District. District's instructional programs shall have first priority for use of the Facilities. By January 31 and August 31 of each year, Parties will approve a draft schedule of use for the City including but not limited to specific dates and times of Page 2 of 20 Packet Pg. 61 12.a City's use of the Facilities ("City Schedule"). The schedule for Fall will be submitted by the City to the District no later than January 31 and the schedule for Spring will be submitted by the City to the District no later than August 31. All City events listed in the City Schedule shall be honored and will not be canceled or revised without written consent from the City. Thereafter, District and City may agree to amend or modify City Schedule, as and when circumstances require. Any use of the Facilities other than as specified in the City Schedule (each an "Additional Use") shall be based on availability of the Facilities and written consent of District, which consent District shall not unreasonably withhold or delay. Any change to the scheduling of events for the Facilities shall be made in writing with notice provided at least five (5) business days in advance, and acceptance of any change shall be confirmed through written signature by both Parties. City may allow Third -Party Locally -Based Community Sports Groups to use the Facilities during the time designated for City use without prior written approval from District. However, City shall remain responsible for all duties and obligations required by City as set forth herein and shall not assign any such duties to any third party using the Facilities. City shall be solely responsible for ensuring the third party complies with all requirements and obligations with respect to the use of the Facilities as set forth in this Agreement. City will charge City Users Third -Party Locally -Based Community Sports Groups Users rates based on City's fee schedule and pass any revenue through to the District. The City shall contract directly with the third party and City shall ensure the contract includes the following language: User agrees to indemnify, defend, and hold harmless the Santa Clarita Community College District ("District"), its affiliates, subsidiaries, authorized representatives, directors, officers, agents, and employees against all liability for any costs, damages, judgments, awards, expenses, fines, penalties, attorneys' fees, or other claims for damages in connection with any suit, complaint, charge, proceeding, or action of any kind arising out of the use of the Facility by User made or suffered by any person or entity, including, but not limited to, any person attending an User event, any person using the Facility at the direction of the User (including User employees, guests or third parties hired by User to perform any activity on or around the Facility), or the District. This duty to defend and indemnify includes, but not limited to, any liability for damages related to (1) death or bodily injury to any person while using, attending, or traveling to or from, the Facility for any User event regardless of the claimed cause of the death or injury; (2) injury to, loss or theft of property incurred during, or as the result of, the use of the Facility by the User regardless of the claimed cause of the loss; (3) any failure or alleged failure by the User or any attendee of an User event to comply with any provision of law applicable to the Facility, (4) any failure or alleged failure of the User to meet its obligations and responsibilities as set forth in this Agreement or (5) any other loss, damage or expense arising under either (1), (2), (3) or (4) above, sustained by the User, the District, or any person or entity entering the Facility to attend a User event conducted pursuant to this Agreement, except for liability resulting from the sole negligence of the District. User is solely responsible for ensuring the Facility is sufficient for the event(s) it conducts pursuant to this Agreement and shall indemnify and hold the District harmless for any claim or damage arising from any allegation that the Facilities are insufficient or Page 3 of 20 Packet Pg. 62 12.a non -compliant with any applicable regulation or law as the result of any event conducted by User pursuant to this Agreement. This hold harmless and indemnification includes, but is not limited to, compensatory damages, punitive damages, regulatory fines and penalties, and extra -contractual liability. The City's contract with the third -party shall also include a provision that the third -party must name the Santa Clarita Community College District, College of the Canyons Foundation, District's Board of Trustees, its officers, agents, and employees as Additional Insured under its policy(ies). 4. RECIPROCAL FACILITY USE. District may use City facilities through coordinated scheduling of dates and locations with City staff, subject to the City's rules, regulations and insurance standards. District shall pay the Direct Cost for use of the City's facilities, i.e. the incremental cost of staff beyond what is currently budgeted by City. 5. CITY'S DUTIES AND OBLIGATIONS. A. Community User Schedule Coordination. In consideration for City's use of the Facilities, City shall provide an in -kind contribution to the District by allocating City staff to coordinate scheduled use of Facilities. City shall provide a City Coordinator who shall schedule use of the Facilities. City Coordinator shall act as a liaison between the District, the City and the Community Users to enforce District's Rules and Regulations. City Coordinator can be reached at . City Coordinator shall provide support to District Campus Safety in the case of any incidents. City will provide a facility use agreement to each Community User that requires each Community User to indemnify the District and add the District as additional insured. B. Payment. City will charge Third -Party Locally -Based Community Sports Groups Users rates based on City's fee schedule. In consideration for City's use of the Facilities and Common Areas under this Agreement, City shall pass any revenue through to the District ("Fees"). Fees shall be paid to the District on a monthly basis and shall be due on the fifteenth (15th) day of each month, accompanied by a detailed statement of revenues and should be made payable to: Santa Clarita Community College District Attn: Accounts Receivable 26455 Rockwell Canyon Road Santa Clarita, CA 91355 C. Emergency Phone Numbers. City shall provide those who use the Facilities in conjunction with City Activities with one or more City telephone numbers that the Community Users may call in the event of an emergency. District shall provide City with a telephone number that City may call in the event of an emergency or if other assistance is required during non -school hours. However, City shall be solely and ultimately responsible to address any emergency arising from any City Activity and Page 4 of 20 Packet Pg. 63 12.a shall indemnify District from any harm arising from such emergency as set forth in Section 13. City shall not release such District telephone number to any unauthorized City personnel or any non -City party without the District's express written consent. 6. CITY'S USE OF FACILITIES. A. Facilities and Common Areas. District shall provide use of Facilities to the City for the purpose of providing educational and recreational programs for events, activities and programs including the sports of soccer, tennis, cross country running, basketball, or other team sports consistent with the Facilities during the Term of this Agreement, which Facilities is described as follows: football field, soccer field, cross country track, tennis courts and gymnasium facilities. City shall have the right, on a shared use basis with District, to use the following common areas (collectively "Common Areas"): restrooms and paths of travel. B. Access. Should the District issue any keys to the Facilities to the City, City shall return to District any such keys so provided upon the termination of this Agreement. Access to the Property shall be gained only through coordination with District staff during the times previously coordinated. Community User shall have proof of reservation on site to present to District representative upon request. C. Condition of the Facilities and PropertL District is providing use of the Facilities and Property to the City, as of the Effective Date of this Agreement, on an "as -is" basis. D. Closure. The District, at its sole discretion, may close any or all of the Facilities if the District determines conditions are not safe for use. However, City shall be solely responsible for determining if there are any conditions that make use of the Facilities unsafe at any time during a City Use, including, but not limited to, extreme temperatures or damage to the Facilities. District's failure to close the Facilities shall not be construed as an indication that the District deems use of the Facilities safe and shall not in any event make District responsibility or liability for the condition of the Facilities or any harm suffered or claimed by any person using the Facilities during a City Activity. City shall indemnify the District from any harm or damage suffered as a result of the conditions at the Facilities as set forth in Section 13. In the event the District closes the Facilities during a City Activity, the Parties shall meet to arrange an alternative time for use. E. Additional Facilities. City shall not permit use of any additional facilities at the Property without District's approval in writing. City may request, in writing, from District use of additional facilities at the Property ("Additional Facilities"). If District approves City's request for Additional Facilities, the Parties shall enter into a separate agreement or amendment to this Agreement. City shall use the Additional Facilities in accordance with terms and conditions as mutually agreed upon by the Parties and in accordance with the Civic Center Act and District's Board policy implementing the Civic Center Act. City shall pay District a fee for use of each such Additional Facilities in accordance with the fee schedule in effect at the time of City's request. Page 5 of 20 Packet Pg. 64 12.a Notwithstanding the foregoing, District shall not be required and is not obligated to provide any additional Facilities or facilities to City during the Term of this Agreement. F. Equipment Seq. City may bring its own equipment, as needed, subject to the agreement by District in advance of event. The District is not responsible for setting up City equipment unless proper arrangements have been made. If District employees are required for setup, District employees, including additional security, must be paid for by the City using the Facilities at the District established rate of pay. The District will bill for the amount due for services rendered. Payments are to be made directly to the District. 7. CONDITIONS GOVERNING USE OF THE PROPERTY. A. Ownership and Title, Disposition, and Liens. Ownership of and title to the Property and Campus is held by District and shall remain in District at all times. City shall not sell, otherwise dispose, or cause liens, assessments, or any other charges or liabilities to be recorded or levied upon the Facilities, the Property, or any other District property. B. Alteration or Modification. Any removal of District fixtures or other damage to the District property including, but not limited to, unbolting, unscrewing, defacing, painting or other damaging of District facilities is strictly prohibited and may subject City to a fine, repair charges, and/or termination of use or occupancy of District property. City shall not alter, renovate, or otherwise modify any portion of the Facilities, the Property, or the Campus without first obtaining District's prior written approval. Any alteration, renovation, or modification of the Facilities or the Property that is approved by District shall be at City's sole expense and liability, and subject to any additional terms and conditions as the Parties may agree upon and all laws, regulations, rules, and orders that apply to community college districts with respect to such work. If City makes any alteration, renovation, or modification without District's prior written approval, City, at City's sole expense, shall remove such work and restore all affected areas to their pre-existing condition within ten (10) business days of City's receipt of written notification from District. If City fails to do so, District may, without any further notice to City, remove the work and restore all affected areas to their pre-existing condition. City shall reimburse District for all costs for the removal and restoration work within ten (10) business days of receipt of the invoice from District. C. Access and Inspection. City shall permit District and District's employees, agents, and representatives to enter the Facilities to inspect or make repairs, alterations, or additions to the Facilities. District shall attempt to provide reasonable notice to City where practicable but shall not be obligated to do so in the event of an emergency or imminent threat to the health or safety of occupants. Page 6 of 20 Packet Pg. 65 12.a D. Laws, Policies, and Procedures. In using the Facilities and the Common Areas, City and City's officers, employees, students, invitees, agents and all Community Users shall comply with all of the following: 1) District's Board policies and administrative procedures governing the use and operations of District's Facilities. 2) All state and local environmental, fire, health, and safety laws, ordinances, and regulations. 3) City shall also comply with the Civic Center Act (Education Code section 82537 et seq.) and District's applicable Board policies in making the Facilities accessible to members of the public. The Facilities shall further be subject to any joint use or recreational program use that District has established or may later establish, and/or any lease, agreements, or other arrangements between District and third parties for use of the Property, except that these joint use, recreational programs, leases, agreements, or other arrangements shall not interfere with City's use of the Facilities. In coordination and consultation with City, District shall evaluate and handle all requests for use of the Facilities by members of the public pursuant to the Civic Center Act. Such requests shall be coordinated by the following: District Coordinator: Robin Williams, Director, Civic Center 26455 Rockwell Canyon Road Santa Clarita, CA 91355 Phone: (661) 362-3240 Fax: (661) 362-3169 Email: Robin.Williams@canyons.edu E. Non -Interference with Other Use. At all times during use of the Facilities and Common Areas, City shall exercise care not to disrupt activities and operations of District and any third party who may be using the Property. F. Handling of Complaints. City, in coordination with District's Assistant SuperintendentNice President, Business Services, shall respond in writing to concerns expressed by any third party relating to City's use of the Facilities or Common Areas. City's response shall be provided to the complainant, with a copy to District, no later than five (5) business days after receipt of a complaint. Any concerns by or between the Parties regarding City's use of the Facilities or Common Areas shall be resolved in accordance with the dispute resolution process set forth in Section 14.M.. G. Supervision and Identification of City Staff. City is responsible for the supervision and discipline of all employees and staff that City places at the Property. City shall promptly address all incidents of misconduct involving such employees and staff, including any incidents that District brings to City's attention. All of City's employees and staff must have written identification indicating their status with City at all times Page 7 of 20 Packet Pg. 66 12.a while they are at the Property. Such identification shall be provided to District upon District's request. H. Supervision and Discipline of Participants. City is responsible for the supervision and discipline of all of City's participants while they are on the Property. City shall promptly address all incidents involving misconduct by City's participants at the Property, including those that are brought to City's attention by District. I. Liability of City. Except to the extent of District's liability as provide in Section 13, City shall be solely responsible and liable for the welfare and control of City Representatives and Community Users at all times they are present in, on, or within the Facilities, Common Areas and/or Property as a result of, or in connection with, this Agreement or for purposes related to City's programs and activities. City shall not do, bring or keep, or permit anything to be done, brought or kept, in, on or about the Facilities, Common Areas or Property that will in any way increase or adversely affect the existing rate of fire or other insurance maintained by District. City Activities permitted pursuant to this Agreement shall be deemed not to increase or adversely affect the existing rate of fire or other insurance maintained by District. Except as provided herein, City shall not do or permit anything to be done that will in any way obstruct or interfere with District personnel or the legal or contractual rights or duties of District. In the event the District reasonably believes any activity by City or Community Users violates this Section, City shall take all steps to immediately rectify the violation upon written notification from the District. 8. PROPERTY RULES AND REGULATIONS. A. Participant Conduct and Safety. City shall conduct the City Activities in keeping with the best -accepted practices to ensure proper standards for participant conduct and safety. With each reservation, District shall provide City with a copy of District's rules and regulations for use of District property which shall be distributed and communicated by City as necessary to Community Users to ensure compliance, i.e. no gum, no bobby pins, etc. City recognizes that the Facilities and Common Areas are a part of property operated by District as a community college and, therefore, all persons entering or using the Facilities and Common Areas may come in contact with District employees and students. City shall take all reasonable steps necessary to ensure all person entering the Facilities and Common Areas are aware of District use procedures and take any action deemed necessary to protect vulnerable persons, including minors, during their use of the Facilities or presence on District Property. The City shall comply with all Title IX regulations. B. Use of the Property. Use and occupancy of the Property shall be primarily for public District purposes. Authorized use or occupancy of the Property for other than public District purposes shall be secondary and subordinate to this primary purpose. The District reserves the right to deny any facility use that it deems inappropriate use of the District campus. No use or occupancy of District property will be permitted if the Page 8 of 20 Packet Pg. 67 12.a Board of Trustees, in the exercise of its discretion, determines that such use or occupancy will interfere with the use of the property for District purposes. C. Concessions. City understands that District has an agreement with its existing food services vendor for the first right of consideration to provide a proposal for concessions. If the proposal is not acceptable, City may use or permit use of temporary portable concession facilities in connection with any City Activity at or on the Property for purposes of selling food, soft drinks and/or other concession items to those in attendance at such event, program, or activity. Before any such use, City must provide a written summary of the Property to be used, where they will be placed and the concessions to be provided ("Concession Notice"). If the District objects to any statement in the Concession Notice, the Parties shall meet in good faith to address the concern. In connection with the operation of such portable concession facilities, City shall be responsible for compliance with all applicable fire, health and safety standards, laws and regulations, including any rules and regulations of District. With respect to such operations, City shall be liable to the extent provided in Section 7.I., and shall indemnify, defend, and hold harmless District, to the extent provided in Section 13. Any temporary portable concession facilities used by City must be completely removed after any City use of the Facilities and may not include the installation of any permanent structure on Facilities or create any change to the condition of Facilities. District shall not be entitled to share in any portion of the City's proceeds of such concession sales. D. Clean -Up. If District performs clean-up after any event, City shall be responsible for payment of the clean-up based on actual time and materials. E. Visitor Rules. To avoid disruption of classes as well as potential risk management issues, City's visitors/observers may not access student instructional areas or loiter in any of the surrounding campus areas without prior District permission. F. Supervision of Non -Participant Minors. For the safety of participants and non- participants, in the event City -related non -participant minors are at the Facilities during the session(s), City shall ensure that Community User provides adult personnel for their supervision and their compliance with all District policies, rules and regulations. City -related non -participant minors must remain under City or City - appointed adult supervision at the Facilities at all times and not be allowed to roam the campus, campus construction sites, locker rooms, etc. In the event District is made aware that City -related non -participant minors are not being supervised and/or are not abiding by requirements, District will require that such minors be removed from Facility. G. Securing the Facilities. City agrees to be responsible for locking and securing the Facilities at the end of each session. City will not allow anyone unauthorized access to the Property and acknowledges that any person or persons authorized to use the Property will have their own separate means of entry. Page 9 of 20 Packet Pg. 68 12.a H. Smoking, Gambling, Alcohol, and Unsuitable Use Prohibited. Smoking is prohibited at the Property except in those locations clearly designated as an approved smoking area. No District property may be used for gambling or other games of chance or for any purpose that Is inimical to public morals and welfare, or unsuitable for a public educational facility. The use of alcohol is prohibited at the Property except under special circumstances described in California statutes. I. District's Campus Safety. District's Campus Safety officers have the full authorization and authority to handle any and all issues (e.g. parking, disruptive individuals, non -supervision of participants/non-participants, etc.) on behalf of the District. J. Incident Notification. In the event of a City -related incident, accident or injury ("Incident"), City shall notify District in writing within twenty-four (24) hours in the event District is made aware of an Incident from a source other than the City, District will notify City in writing within twenty-four (24) hours of District being notified. K. Liability Waiver. All City participants using the Facilities are required to complete a waiver which participant (or parent/guardian) waives any claims against the District and assumes any and all liability and responsibility for any and all potential risks which may be associated with participation in City Activities. City agrees to add the District as a party to its online waiver each participant completes during registration. City agrees not to allow any participant to use the Facilities until after City's receipt of a signed waiver. City agrees to submit a copy of all participant waivers to the District prior to the start of each session. District reserves the right to randomly audit sessions to ensure that only enrolled participants who have signed the waiver are using the Facilities and participating in the City's programs. District shall not be held responsible for any liability or claim resulting from a participant's failure to provide a signed waiver. L. Si ng age. No existing signage shall be covered or defaced in any way. City will provide clear delineation of their operations including all signage, boundary markers, parking areas and the like. All aspects of the Facilities are to be kept neat and organized. Signage size and location are to be approved by the District. M. Parking. District will designate parking for Community Users for agreed upon event dates and times. A parking pass will be provided to each coach as identified by the City. Other Community Users will be required to purchase a day parking pass at a nominal fee at the parking machines located in Lot 8. City and District agree to review the parking arrangement, as needed. All motor vehicles must be parked in designated parking Facilities only and shall abide by any/all posted and/or painted restrictions. Violators will be cited and/or towed at owner's expense. N. Noise. Noise level is to be kept at acceptable residential levels. Page 10 of 20 Packet Pg. 69 12.a O. Requirements. City to maintain and keep all requirements with the District, the City and any/all other governing bodies. P. Other Sales. The vending or sale of any article will not be permitted during use or occupancy of the District property without prior approval. Q. Additional Issues. The Parties are entering into an agreement for use of the Facilities and Common Areas for the purposes stated in this Agreement. The Parties have done their best to negotiate and anticipate issues relating to the lease and use of the Facilities and Common Areas. However, issues may arise. If such issues arise, the Parties shall cooperate to resolve them in accordance with the dispute resolution process set forth in Section 14.M. 9. FURNISHINGS, EQUIPMENT AND RELATED SERVICES AND SUPPLIES. A. Furnishings, Equipment and Supplies. City shall be solely responsible, at City's cost, to provide any furnishings, equipment, supplies, and any items (collectively "City Equipment") that City may need to operate at the Property. City shall be responsible for any loss, damage, or destruction of any City Equipment. B. Approval Required Before Equipment Installation. Before City may make any improvements or modifications to any portion of the Property or any District facilities in order to install any equipment, service systems, or other service connectivity, City shall first obtain District's written approval. 10. MAINTENANCE AND UTILITIES. A. Ongoing Maintenance. District shall perform or provide for the regular, ongoing maintenance of the Facilities and Common Areas that may be used pursuant to this Agreement for purposes of the City Activities. District shall maintain such areas in keeping with the best -accepted practices to ensure reasonably safe conditions for all users of the Facilities. B. Cleaning after City Activity. After every City Activity in District's Facilities or Property, City shall ensure removal of all rubbish and debris resulting from any activities occurring in the Facilities. District shall provide trash receptacles for the Facilities and shall cause the trash receptacles to be emptied on a regular basis. However, City shall provide any additional receptacles necessary to clean the Facilities after every City use. If City leaves the Facilities in a state of disrepair, District may issue written notification to City requiring immediate cleaning. If City fails to immediately respond and clean the Facilities pursuant to the District's notice, District may clean the Facilities and charge City for all associated costs. C. Repairs Due to Damage. City shall be responsible for any and all damage other than normal wear and tear that may occur to District's Property that is a result of, or attributable to, any City Activity. In the event of such damage, Parties agree that such Page 11 of 20 Packet Pg. 70 12.a repairs are to be performed by District and charge City for all associated costs. City shall reimburse District for the reasonable cost of any such repairs performed by District. D. Alteration or Modification. City shall not alter, renovate, damage, destroy or otherwise modify any portion of the Property. City will notify District promptly, in writing, of any required alterations or modifications. If the District deems that any alteration, renovation, modification, repair or replacement are necessary, District shall arrange for all maintenance and repairs to the Property. The cost for any alteration, renovation, or modification of the Property that is approved by District may be shared by District and City, and shall be subject to any additional terms and conditions as the Parties may agree upon and all laws, regulations, rules, and orders that apply to community college districts with respect to such work. If City makes any alteration, renovation, or modification without District's prior written approval, District may, without any notice to City, remove the work and restore all affected areas to their pre- existing condition. City shall reimburse District for all costs for the removal and restoration work within ten (10) business days of receipt of the invoice from District. 11. TERM AND TERMINATION OF AGREEMENT. A. Term of Agreement. 1) This Agreement shall commence on the Effective Date and shall continue in full force and effect thereafter until and including February 28, 2022, ("Term"), unless this Agreement is terminated during the Term as provided below in this Agreement. 2) Renewal of Agreement. Where this Agreement terminates by expiration of the Term, the Parties may mutually agree in writing executed by the Parties to renew this Agreement for a successive term of the same duration as the Term, or for a longer or shorter period. B. Termination of Agreement. Any Termination of this Agreement during the Term shall be in accordance with the following: 1) Termination With or Without Cause. Except as otherwise set forth herein, this Agreement shall terminate upon expiration of the Term. Either Party, with or without cause, may terminate this Agreement at any time by written agreement or upon thirty (30) days' advance written notice by one Party to the other. 2) Other Grounds for Termination. Notwithstanding any provisions to the contrary in this Agreement, this Agreement shall also terminate pursuant to any of the following: a. Destruction or Unsuitability of Facilities. This Agreement shall terminate if the Facilities are completely destroyed or determined by the appropriate Page 12 of 20 Packet Pg. 71 12.a governmental authorities to be not suitable for occupancy, and District determines that the Facilities will not be restored, replaced, or repaired notwithstanding the availability of any insurance proceeds. b. District Facilities Needs. After a finding by District's Board of Trustees that any or all Facilities at the Property are necessary to accommodate District's students, employees, programs, courses, training, or other activities, District may terminate this Agreement upon providing City with at least one hundred twenty (120) days written notice before the effective date of termination. c. City Noncompliance with Applicable Laws. District, at District's sole discretion and upon written notice to City, may terminate this Agreement effective on the date stated in District's written notice if City, in using the Facilities or Common Areas, fails to comply with federal, state, local laws, or District's Board policies and administrative procedures applicable to the use and operation of the Property. d. City's Failure to Procure and Maintain Required Insurance. If City fails to provide any of the insurance as required below in this Agreement, District, upon providing City with written notice, may terminate this Agreement effective on the date stated in District's written notice. C. Default. If a Party fails to perform all duties and obligations as and when required pursuant to this Agreement, that Party shall be in default of this Agreement ("Defaulting Party"). Unless a different period is specified elsewhere in this Agreement or the District determines, at its sole discretion, that default of the City poses an immediate or imminent threat to the District Property, in which case the District may terminate this Agreement immediately, the Defaulting Party shall cure any and all defaults within a reasonable time, which in no event shall exceed sixty (60) days, after notice from the other Party ("Non -Defaulting Party"). The Non - Defaulting Party may, in its sole discretion, after request of the Defaulting Party, grant additional time for the Defaulting Party to cure any default, if the Defaulting Party has made reasonable and continuous efforts to cure the default after notice thereof, but has been unable to cure such default. If the Defaulting Party fails to cure any such default within foregoing sixty (60) day period or extension thereto, the Defaulting Party shall be in breach of this Agreement and the Agreement shall terminate. In the event of any such termination, the Non -Defaulting Party shall be entitled to recover from the Defaulting Party (and, upon request, the Defaulting Party shall pay to the Non -Defaulting Party) any and all costs, expenses, and damages incurred or suffered by the Non -Defaulting Party proximately caused by the Defaulting Party's breach. Notwithstanding any costs, expenses and damages payable to a Party in the event this Agreement is terminated as a result of a default by a Party, upon any such termination, the City shall be entitled to a pro-rata reimbursement of payments made to District for the unused time period remaining for the period covered by such payment only in the event that City is the Non -Defaulting Party. In Page 13 of 20 Packet Pg. 72 12.a the event that City is the Defaulting Party, City shall not be entitled to any reimbursement of payments. D. Rights and Obligations Upon Termination. 1) Payment. Unless specifically provided otherwise in this Agreement, City shall pay District all Fees and any other costs that are due to District as of the effective date of termination of this Agreement. Payment of these fees and costs must be received by District within thirty (30) business days of the effective date of termination of this Agreement. 2) City Equipment. The Parties shall coordinate and cooperate to allow City to remove City Equipment that City has placed on District's Facilities relating to this Agreement. If City does not remove any such City Equipment from District's Facilities within thirty (30) days of District's written notice to City, City shall be deemed to have abandoned the City Equipment. Upon expiration of the thirty (30) days, District may, without any compensation to or liability from City, keep or remove and/or dispose of the property as District deems proper. If District incurs any cost to remove and/or dispose of the property, District will invoice City and City shall pay District within thirty (30) days of the date of the invoice. 12. INSURANCE. A. City agrees to maintain, in full force and effect, at City's expense, the following insurance coverages from an admitted carrier in the State of California with a Best Rating of A-VII or higher: (i) Commercial General Liability Insurance with limits of not less than five million dollars ($5,000,000) per occurrence including bodily injury, claims for damages insured by usual personal injury liability coverage which are sustained as a result of an offense including assault or abuse (sexual or otherwise), broad -form property damage and blanket contractual liability, written on an "occurrence" form, and an aggregate limit of not less than ten million dollars ($10,000,000); (ii) Professional Liability Insurance with limits of not less than one million dollars ($1,000,000); (iii) Employer's Liability Insurance with limits of not less than one million dollars ($1,000,000) per occurrence; (iv) Workers' Compensation Insurance as required by statutory insurance requirement of the State of California; and (v) Automobile Liability Insurance covering all owned, non -owned and hired vehicles with combined single limit for bodily injury and/or property damage of not less than one million dollars ($1,000,000). B. City agrees to name District, College of the Canyons Foundation, District's Board of Trustees, its officers, agents, and employees as Additional Insured under its policy(ies). City shall deliver Certificate(s) of Insurance and Additional Insured Endorsement(s) evidencing the required coverages to the District, which shall be subject to the District's approval for adequacy of protection. The Certificate(s) of Insurance shall provide thirty (30) days prior written notice of cancellation. All certificates must be faxed or emailed, followed by a hard -copy in the mail to District, Page 14 of 20 Packet Pg. 73 12.a Attn: Purchasing Services, 26455 Rockwell Canyon Road, Santa Clarita, CA 91355, before services are to commence. C. District shall obtain and, at all times during the Term of this Agreement, maintain insurance covering all damage to, or destruction of, the Facilities and COC with coverage limits as are determined by District in its reasonable discretion. 13. INDEMNITY. A. City agrees to indemnify, defend, and hold harmless District, their parent, affiliates, subsidiaries, authorized representatives, directors, officers, agents, and employees ("District Parties") against all liability for any judgments, awards, expenses, fines, penalties, attorneys' fees, or other claims for damages or injury to person or property, or both, in connection with any suit, complaint, charge, proceeding, or action of any kind alleging a violation of any statutory or regulatory provision or otherwise arising out of the negligent act or willful misconduct by City, of its duties and responsibilities under this Agreement, unless such performance or non-performance occurred at the direction of or was caused by District. City shall also indemnify, defend, and hold harmless District and District Parties against all liability, damage, or harm arising from any City Activity, including, but not limited to, any action taken by any party using the Facilities or coming on District Property through City invitation, as a Community User or otherwise. This hold harmless and indemnification includes, but is not limited to, compensatory damages, punitive damages, regulatory fines and penalties, and extra -contractual liability. The District makes no representation or warranty regarding the sufficiency or suitability of the Facilities for any City use of the Facilities contemplated by this Agreement including, but not limited to, any Americans with Disabilities ("ADA") requirements or accommodations needed for any use by the City and/or its guests. Therefore, City shall be solely responsible for ensuring the Facilities meets all requirements, legal or otherwise, applicable to any proposed City use of the Facilities including any ADA requirements or needs. The indemnity obligation set forth herein shall apply to any claim by any party using the Facilities through the City's permission arising from or related to a breach or alleged breach of any legal obligation regarding the condition or features of the Facilities, including, but not limited to, any ADA claim or action. B. District agrees to indemnify, defend, and hold harmless City, their parent, affiliates, subsidiaries, authorized representatives, directors, officers, agents, and employees against all liability for any judgments, awards, expenses, fines, penalties, attorneys' fees, or other claims for damages in connection with any suit, complaint, charge, proceeding, or action of any kind alleging a violation of any statutory or regulatory provision or otherwise arising out of the negligent act or willful misconduct by District, of its duties and responsibilities under this Agreement, unless such performance or non-performance occurred at the direction of or was caused by City. This hold harmless and indemnification includes, but is not limited to, compensatory damages, punitive damages, regulatory fines and penalties, and extra -contractual liability. Page 15 of 20 Packet Pg. 74 12.a 14. GENERAL PROVISIONS. A. Entire Agreement and Amendment. The making, execution, and delivery of this Agreement by the Parties have not been induced by any representations, statements, warranties, or agreements, other than those expressed herein. This Agreement fully and completely expresses the entire agreement between the Parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, there are not writings, conversations, representations, warranties, or agreements that the Parties intend to be a part hereof, and this Agreement represents the entire agreement between the Parties hereto and supersedes any and all previous written or oral agreements or discussions between the Parties and any other person or legal entity concerning the transaction(s) contemplated herein. B. Not for Benefit of Third Party. This Agreement and every provision hereof is for the exclusive benefit or the Parties, and, other than in the sense that this Agreement is made for the general public benefit, it is not for the benefit of any specific third party. C. Assignment. The Parties acknowledge that this Agreement is particular to the Parties and agree that neither Party shall assign any right or obligation hereunder unless otherwise agreed by both Parties in writing. City may allow other parties to use the Facilities during the time designated for City use without prior written approval from District. However, City shall remain responsible for all duties and obligations required by City as set forth herein and shall not assign any such duties to any party using the Facilities. City shall be solely responsible for ensuring the third party complies with all requirements and obligations with respect to the use of the Facilities as set forth in this Agreement and shall indemnify the District for any harm arising from any such use as set forth in Section 13. D. Compliance with Applicable Laws. City agrees to comply with all applicable federal and California anti -discrimination laws, as well as all federal, state, and local laws, codes, regulations, and ordinances that are now or may in the future become applicable to City's use of the Facilities. If City fails to comply with any applicable Rule, City shall address the issue immediately at no additional cost to District. E. Governing Law. The terms and conditions of this Agreement shall be governed by the laws of the State of California with venue in Los Angeles, California. F. Permits/Licenses. City and all City's employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Agreement. G. Non -Waiver. The failure of District or City to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this Agreement shall not be deemed a waiver by that Party of such term or condition, or prevent a subsequent similar act from again constituting a violation of such term or condition. Page 16 of 20 Packet Pg. 75 12.a H. Severability. If any term, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired or invalidated in any way. I. Force Majeure. Except for the Parties' indemnification and insurance obligations, non-performance by a Party of any obligation set forth in this Agreement shall be excused if reasonably prevented or delayed by reason of any act, event, or condition reasonably beyond the control of the Party including: (a) war, acts of public enemy, insurrection, significant and substantial civil commotion or riot; (b) earthquake, fire, flood or other severe, inclement weather; (c) governmental restriction or the act or failure to act of any governmental agency or entity other than the non -performing Party; (d) litigation (including, without limitation, litigation contesting the validity of, or seeking the enforcement or clarification of, this Agreement); and (e) strike, lockout, labor dispute, delay of any contractor, subcontractor or supplier, or inability after best efforts to secure necessary labor, materials or tools. J. Notices. All notices or other communications required or permitted under this Agreement shall be deemed duly given if in writing and delivered personally, sent by a reputable overnight courier services (with package tracking capability), or sent by certified mail, return receipt requested, first class postage prepaid, addressed to the following: City: City of Santa Clarita Attn: Kenneth W. Striplin, City Manager 23920 Valencia Boulevard Santa Clarita, CA 91355 (661) 255-4905 District: Santa Clarita Community College District Attn: Assistant Superintendent/Vice President, Business Services 26455 Rockwell Canyon Road Santa Clarita, CA 91365 Phone: (661) 362-3476 Fax: (661) 362-5480 A Party may change its/his/her designated representative and/or address for receiving notices and communications under this Agreement by notifying the other Party of the change in writing and in the manner described in this Section. K. Cooperation of the Parties. Each Party shall execute and deliver to the other Party all such other further instruments and documents as are reasonably necessary to carry out this Agreement, in order to provide and secure to the other Party the full and complete enjoyment of its rights and privileges hereunder. Page 17 of 20 Packet Pg. 76 12.a L. Venue for Resolving Disputes. Any arbitration, mediation, litigation or other proceedings arising out of, or connected with, this Agreement shall be conducted only in the County of Los Angeles. M. Arbitration of Disputes. The Parties desire to quickly and cost-effectively resolve any disputes related to the interpretation or enforcement of this Agreement. Therefore, each Party shall make its best efforts to resolve informally any such disputes. If, not less than thirty (30) calendar days after first making informal attempts to resolve any such dispute, the attempts have been unsuccessful, either Party may thereafter initiate binding arbitration. N. Comparative Fault. Notwithstanding anything in this Agreement to the contrary, in the event any settlement, court judgment, or arbitration or mediation award allocates or determines the comparative fault of the Parties, either Party, consistent with such allocation or determination, may seek reimbursement from the other Party with respect to defense costs, settlement payments, judgments and awards. O. Attorneys' Fees. In any action or other proceeding between the Parties seeking enforcement or interpretation of any provision of this Agreement or in connection with (a) the design, construction, use or maintenance of the Field Turf System, (b) operation, use or maintenance of the Facilities or COC, or (c) any other act or omission of a Party pursuant to this Agreement, the prevailing Party in such action or other proceeding shall be awarded its reasonable costs and expenses, including, but not limited to, reasonable attorneys' fees, disbursements, and court costs, in addition to any damages, injunctive, or other relief awarded, and, without limitation, attorneys' fees, disbursements, and courts costs, incurred in any post judgment proceedings to collect or enforce any judgment. P. Interpretation of Agreement. In interpreting this Agreement, it shall be deemed to have been prepared by the Parties jointly, and no ambiguity shall be resolved against either Party on the premise that it was, or its attorneys were, responsible for drafting this Agreement or any provision hereof. The captions or headings set forth in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions contained herein. Unless specified otherwise, all references in this Agreement to the words "Section" or "Subsection" shall be references to a Section or Subsection, respectively, contained within this Agreement. Where necessary or useful in the context of this Agreement, use of the singular shall be deemed to include the plural, and use of the plural shall be deemed to include the singular. For all purposes of this Agreement, "shall" shall be interpreted as mandatory and "may" shall be interpreted as permissive. Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. Page 18 of 20 Packet Pg. 77 12.a R. Authority to Execute Agreement. Each person executing this Agreement on behalf of a Party represents that he or she is authorized to execute on behalf of, and to commit and bind the Party to this Agreement. S. Approval of District's Board of Trustees. Pursuant to Education Code section 81655, this Agreement is not valid and does not constitute an enforceable obligation against District unless and until District's Board of Trustees has approved or ratified this Agreement as evidenced by a motion duly passed and adopted by the Board of Trustees. [SIGNATURES NEXT PAGE] Page 19 of 20 Packet Pg. 78 12.a SANTA CLARITA COMMUNITY CITY OF SANTA CLARITA COLLEGE DISTRICT BY: BY: Signature of Authorized Representative Signature of Authorized Representative Print Print Name Name Print Title Date Print Title Date District's Board of Trustee's Approval/Ratification Date_ Page 20 of 20 Packet Pg. 79