TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: P.J. Mellana, Director of Parks and Recreation
SUBJECT: Consideration and possible action to authorize the City Manager to execute Agreement File No. 987, in a form approved by the City Attorney, with Special Olympics Southern California for conducting recreational swimming activities for Special Olympics programming at the Bellflower Aquatic Center.
DATE: February 13, 2023
EXECUTIVE SUMMARY
This Agreement will continue the City’s long-standing partnership with Special Olympics Southern California to offer a swimming facility for the community’s Special Olympians to train and prepare for competing in the annual Special Olympics. This partnership is one of the several programming areas in the City’s Adaptive Recreation program. The partnership includes Special Olympics Southern California providing all administration and coordination of the program, and the City providing use of its facilities at the Bellflower Aquatic Center
RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute Agreement File No. 987, in a form approved by the City Attorney; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
None. Programming and usage of facility is already built into programming and operating budget; no additional time would be required of staff.
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1 Staff Report – Special Olympics Swim Agreement 2023
February 13, 2023
DISCUSSION
As part of recreational programming for participants with special needs, the City of Bellflower Parks and Recreation Department has worked alongside Special Olympics Southern California for many years in providing programming support such as coaching and facility space for training. All programming was put on pause when the COVID-19 pandemic shut down many operations. As the department looks to rebuild programming for participants with special needs, staff looks to bring back Special Olympics as one of the key components to the Adaptive Recreation program area. This new agreement will provide the appropriate framework for that programming partnership between the City and Special Olympics Southern California.
ATTACHMENT
Agreement File No. 987………………………………………………………………………3
2 AGREEMENT FILE NO. 987
LICENSE AGREEMENT
BETWEEN
THE CITY OF BELLFLOWER AND
SPECIAL OLYMPICS SOUTHERN CALIFORNIA
FOR A CO-SPONSORED SPECIAL OLYMPICS PROGRAM
AND FOR USE OF CITY’S AQUATIC CENTER LOCATED AT
14001 S. BELLFLOWER BOULEVARD
THIS LICENSE is entered into this 13th day of February, 2023, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY”) and SPECIAL OLYMPICS SOUTHERN CALIFORNIA, a California non-profit corporation (“LICENSEE”).
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions in this License, a portion of the real property located within CITY’s property located at the Bellflower Aquatic Center located within T. Mayne Thompson Park, at 14001 S. Bellflower Boulevard., (“Property”). CITY’s action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to enter the property solely for conducting recreational swimming activities related to Special Olympics programming.
2. USE OF PROPERTY.
A. LICENSEE may temporarily use the pools located within the Bellflower Aquatic Center at T. Mayne Thompson Park for the purposes of conducting a swim program.
B. LICENSEE may use portions of the Bellflower Aquatic Center which the Director of Parks and Recreation deems reasonably required for the purpose of conducting the Special Olympics programming. The parties will mutually agree on the days and hours during which the program will be provided.
C. CITY may change, amend, or terminate LICENSEE’S use of the Property at any time, and in its sole discretion verbally or in writing.
3. TERM. Except as provided in Section 6, the term of this License will be from February 13, 2023 to December 31, 2028. Unless otherwise determined by written amendment between the parties.
4. TERMINATION.
A. As stated above, CITY may terminate this Agreement at any time with or without cause, upon written or verbal notification. Termination will be effective upon notification, unless CITY specifies otherwise.
B. LICENSEE may terminate this Agreement at any time in writing at least thirty (30) days before the effective termination date.
C. By executing this document, LICENSEE waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
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5. RECORDKEEPING. LICENSEE must keep and maintain a roster of each participant in the program and, upon request, provide the Director of Parks and Recreation with a copy of that roster and resident verification for each person included on that roster.
6. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to the property, or any part thereof, without CITY’s prior written consent.
7. SIGNS. LICENSEE will not place any sign upon the property without CITY’s prior written consent. LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
8. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest therein.
9. INDEPENDENT CONTRACTOR. CITY and LICENSEE agree that LICENSEE will act as an independent contractor and will have control of all work and the manner in which is it performed. LICENSEE will be free to contract for similar service to be performed for other employers while under contract with CITY. LICENSEE is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct LICENSEE as to the details of doing the work or to exercise a measure of control over the work means that LICENSEE will follow the direction of the CITY as to end results of the work only.
10. AUDIT OF RECORDS. LICENSEE will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. LICENSEE. will retain such financial and program service records for at least three (3) years after termination under this Agreement.
11. INDEMNIFICATION.
A. LICENSEE will hold CITY harmless and free from any and all liability arising out of this Agreement, or its performance , except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement, LICENSEE will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.
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C. LICENSEE expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be maintained by LICENSEE as required by Section 12 above, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LICENSEE pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
12. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, LICENSEE will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits (combined single)
Commercial general liability: $1,000,000
Workers’ compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable except upon thirty (30) days prior written notice to CITY.
C. LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time.
Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
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13. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between CITY and LICENSEE.
14. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
15. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License.
16. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon the Property for all lawful acts.
17. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
18. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to LICENSEE:
If to CITY:
Attention: Teresa Borunda, Senior Manager Attention: P.J. Mellana, Director of Parks and Recreation
Special Olympics Southern California City of Bellflower 1600 Forbes Way, Suite 200 16600 Civic Center Drive
Long Beach, CA 90810 Bellflower, CA 90706
562-502-1100 (562) 804-1424
[email protected] [email protected]
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
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19. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
20. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
21. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting the Property, the use of the Property by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICENSEE. Any agreement or representations respecting the Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument are void.
22. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
23. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’s City Manager, or designee, may execute any such amendment on behalf of CITY.
24. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER Special Olympics Southern California
_________________________________ ________________________________ Jeffrey L. Stewart, City Manager Janet Rose, Vice President, CFO
ATTEST:
_________________________________ ________________________________ Mayra Ochiqui, City Clerk Jeff Van Fossen, Assistant Vice President, Sports & Programs
APPROVED AS TO FORM:
_________________________________
Karl H. Berger, City Attorney
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