2024-212
FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program Moreno Valley
COMMUNITY
FOUNDATION
TWO YEAR'S 2024/25 & 2025/26
Agreement Between the City of Moreno Valley Community
Foundation
And
Robert Garcia Boxing Academy, Inc.
Community Boxing Academy Program
Moreno Valley Community Foundation
Brian Mohan - Vice President
14177 Frederick St. PO Box 88005
Moreno Valley, CA 92552-0805
PH: 951.413.3024 Email: [email protected]
FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program
AGREEMENT FOR COMMUNITY BOXING ACADEMY PROGRAM
RELATED SERVICES
This Agreement is by and between the City of Moreno Valley Community Foundation, California, a nonprofit public benefit corporation, hereinafter described as "Foundation," and Robert Garcia Boxing Academy, Inc., a (California corporation) hereinafter described as "Contractor." This Agreement is made and entered into effective on the date the Foundation signs this Agreement.
RECITALS:
WHEREAS, the Foundation has determined it is in the public interest to contract with a boxing academy, to provide them the ability to continue to further and expand the services they provide to the youth for the Community Boxing Academy Program hereinafter described as "Project"; and WHEREAS, the Foundation has determined the Project involves the performance of specialized services, as more specifically described in Exhibit "A" hereto; and WHEREAS, the Foundation does not have available employees to perform the services for the Project; and
WHEREAS, the Foundation has requested the Contractor to perform such services for the Project; and
WHEREAS, the Contractor is professionally qualified in California to perform the professional services required for the Project, and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement.
THEREFORE, the Foundation and the Contractor, for the consideration hereinafter described, mutually agree as follows:
DESCRIPTION OF THE PROJECT. The Project is described as a Community Boxing Academy Program, a healthy youth initiative, aimed at providing youth of the community specialized boxing instruction and training program in the after-school hours of 3pm to 6pm, which are the most vulnerable hours for youth. The Community Boxing Academy Program is an assessment-based program and will deliver instruction, training and discipline in order to provide the youth with a healthier lifestyle and to learn confidence and leadership qualities that will resonate throughout the youth's lives. 1 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program SCOPE OF SERVICES. The Contractor's scope of service is described in Exhibit "A" attached hereto and incorporated herein by this reference.
PAYMENT TERMS. The Foundation agrees to pay the Contractor and the Contractor agrees to receive a "Not-to-Exceed" fee of $48,000 ($24,000 per year for a term of up to two years) in accordance with the payment terms provided on Exhibit "A" attached hereto and incorporated herein by this reference. Payments to the Contractor pursuant to this Agreement will be reported to Federal and State taxing authorities as required.
The City will not withhold any sums from compensation payable to Contractor. The contractor is independently responsible for the payment of all applicable taxes. Where the payment terms provide for compensation on a time and materials basis, the Contractor shall maintain adequate records to permit inspection and audit of the Contractor's time and material charges under the Agreement. Such records shall be retained by the Contractor for three (3) years following completion of the services under the Agreement.
TIME FOR PERFORMACE.
The Contractor shall commence services upon final execution of this Agreement, b) The Contractor shall perform the work described in Exhibit "A" attached hereto and incorporated in this reference.
This Agreement shall be effective from effective date and shall continue in full force for two years, subject to any earlier termination in accordance with this Agreement.
5. SPECIAL PROVISIONS
a. It is understood and agreed that the Contractor is, and at all times shall be, an independent contractor and nothing contained herein shall be construed as making the Contractor or any individual whose compensation for services is paid by the Contractor, an agent or employee of the Foundation, or authorizing the Contractor to create or assume any obligation or liability for or on behalf of the Foundation. b. The Contractor may also retain or subcontract for the services of other necessary contractors and/or consultants. Payment for such services shall be the responsibility of 2 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc, - Community Boxing Academy Program the Contractor. Any and all sub-consultants/subcontractors, and employees employed by the Contractor shall be subject to the terms and conditions of this Agreement, except that the Foundation shall have no obligation to pay any sub-consultant/subcontractor and/or other employee of the Contractor for services rendered on the Project.
C. The Contractor and the Foundation agree to use reasonable care and diligence to perform their respective services under this Agreement.
The Contractor shall comply with applicable federal, state, and local laws in the performance of work under this Agreement, including obtaining a business license from the City of Moreno Valley.
e. To the extent required by controlling federal, state, and local law, Contractor shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, Contractor agrees as follows:
Contractor will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. ii. Contractor will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Contractor shall ensure that applicants are employed, and 3 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Contractor's employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
ili. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. iv. If Contractor should subcontract all or any portion of the services to be performed under this Agreement, Contractor shall cause each subcontractor to also comply with the requirements of this Section 13.
To the furthest extent allowed by law, Contractor shall indemnify, hold harmless and defend the Foundation, the City, the Moreno Valley Community Services District ("CSD"), the City as Successor Agency for the Community Redevelopment Agency of the City of Moreno Valley ("Successor Agency"), the Moreno Valley Housing Authority ("'Housing Authority"), Moreno Valley Public Financing Authority ("Public Financing Authority"), the Board of Library Trustees and each of their officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but 4 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If Contractor should subcontract all or any portion of the services to be performed under this Agreement, Contractor shall require each subcontractor to indemnify, hold harmless, and defend the Foundation, City, CSD, Successor Agency, Housing Authority, Public Financing Authority, the Board of Library Trustees and each of their officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Agreement. g. No Disparagement. The Contractor agrees not to disparage the City or any of its officers, directors, employees, agents or services to any third party, either orally or in writing. In the event that Contractor violates this section of this Agreement at any time, they agree that the City shall have the right to terminate this Agreement, seek recovery of all funds issued to Contractor, seek all legal remedies available to City to cure any damages caused by the disparaging remarks made by Contractor, and ban Contractor from consideration for future programs provided public funds to Contractors.
INSURANCE.
a. Throughout the life of this Agreement, Contractor shall pay for and maintain in full force and effect all insurance as required in Exhibit A or as may be authorized in writing by the Vice President (Assistant City Manager) or his/her designee at any time and in his/her sole discretion.
b. If at any time during the life of the Agreement or any extension, Contractor or any of its subcontractors/subconsultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Contractor shall be withheld until notice is received by Foundation that the required insurance has been restored to 5 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program full force and effect and that the premiums therefore have been paid for a period satisfactory to Foundation. Any failure to maintain the required insurance shall be sufficient cause for Foundation to terminate this Agreement. No action taken by Foundation pursuant to this section shall in any way relieve Contractor of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by Foundation that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
C. The fact that insurance is obtained by Contractor shall not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify Foundation shall apply to all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Contractor, its principals, officers, agents, employees, persons under the supervision of Contractor, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.
d. Upon request of Foundation, Contractor shall immediately furnish Foundation with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
e. If Contractor should subcontract all or any portion of the services to be performed under this Agreement, Contractor shall require each subcontractor to provide insurance protection in favor of Foundation and each of its officers, officials, employees, agents and volunteers in accordance with the terms of this section, except that any required 6 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program certificates and applicable endorsements shall be on file with Contractor and Foundation prior to the commencement of any services by the subcontractor/subconsultant.
WAIVER. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.
8. COMPLIANCE WITH LAWS AND REGULATIONS.
a. Contractor and subcontractor/sub-consultants shall pay prevailing wage rates and when required by the Labor Laws of the State of California and no less than the state minimum wage where no prevailing wage rate is available. b. Contractor shall comply, and require its subcontractors/subconsultants to comply, with all applicable (i) professional conducts and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of Foundation, Contractor shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, Contractor and the respective subcontractors) are in full compliance with all laws and regulations. Contractor shall take, and require its subcontractors/subconsultants to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, Contractor shall immediately notify Foundation of these facts in writing.
7 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program C. In performing the work or services to be provided hereunder, Contractor shall not employ or retain the services of any person while such person either is employed by Foundation or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the Vice President (Assistant City Manager), if no actual or potential conflict is involved. d. Contractor represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder.
e. If Contractor should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, Contractor shall include the provisions of this Section in each subcontract and require its subcontractors/subconsultants to comply therewith.
f. The laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement, and shall also govern the interpretation of this Agreement. Venue shall be vested in the Superior Court of the State of California, County of Riverside.
This Section shall survive expiration or termination of this Agreement.
PROGRAM MONITORING, REPORTING AND RECORDKEEPING.
a. The Contractor shall deliver to the Foundation Vice President, quarterly written status reports/updates on the Project or as may be more frequently requested. The Contractor may retain, for its files, copies of any and all reports produced by the Contractor in the performance of this Agreement.
Where the payment terms provide for compensation on an annual lump sum basis, the Contractor shall maintain adequate records to permit inspection and audit of the Contractor's time and expense charges under this Agreement. The Contractor shall make such records available to the Foundation upon reasonable notice. Nothing herein shall convert such records into public records. Except as may be otherwise required by law, such records will be available only to the Foundation. Such records shall be 8 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program maintained by the Contractor for three (3) years following completion of the services under this Agreement.
C. The Foundation and the Contractor agree, that to the extent permitted by law, all data shall be treated as confidential and will not be released to third parties without the prior written consent of both parties.
d. All reports, logs, and other documents prepared by the Contractor in its performance under this Agreement shall, upon completion of the project, be delivered to and be the property of the Foundation, provided that the Contractor shall be entitled, at its own expense, to make copies thereof for its own use.
10. HOLD HARMLESS. The Foundation agrees to hold the Contractor free and harmless from any claim arising from any unauthorized use of maps, photos, and other documents prepared or provided by the Contractor under this Agreement, if used by the Foundation on other work without the permission of the Contractor. Contractor acknowledges that Contractor's work product produced under this agreement may be public record under State law.
11. TERMINATION
a. This Agreement shall terminate without any liability of Foundation to Contractor upon the earlier of: (i) Contractor's filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against Contractor; (ii) 10 calendar days prior written notice with or without cause by Foundation to Contractor; (iii) Foundation's non-appropriation of funds sufficient to meet its obligations hereunder during any Foundation fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. The written notice shall specify the date of termination. Upon receipt of such notice, the Contractor may continue services on the project through the date of termination, provided that no service(s) shall be commenced or continued after receipt of the notice, which is not intended to protect the interest of the Foundation. The Foundation shall pay the Contractor within thirty (30) days after the date of termination for all non-objected to 9 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program services performed by the Contractor in accordance herewith through the date of termination. Contractor shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
In the event of termination due to failure of Contractor to satisfactorily perform in accordance with the terms of this Agreement, Foundation may withhold an amount that would otherwise be payable as an offset to, but not in excess of, Foundation's damages caused by such failure. In no event shall any payment by Foundation pursuant to this Agreement constitute a waiver by Foundation of any breach of this Agreement which may then exist on the part of Contractor, nor shall such payment impair or prejudice any remedy available to Foundation with respect to the breach. c. Upon any breach of this Agreement by Contractor, Foundation may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (i) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that Foundation improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience.
Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of Foundation in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. Contractor shall notify Foundation in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence.
12. BINDING ON SUCCESSORS. This Agreement is binding upon the Foundation and the Contractor and their successors and assigns. Except as otherwise provided herein, 10 FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program neither the Foundation nor the Contractor shall assign, sublet, or transfer its interest in this Agreement or any part thereof without the prior written consent of the other.
13. ENTIRE AGREEMENT.
a. This Agreement represents the entire and integrated Agreement between the Foundation and the Contractor, and supersedes all prior negotiations, representations, or Agreements, either written or oral. This Agreement may be modified or amended only by a subsequent written Agreement signed by both parties. b. A Foundation representative shall be designated by the Foundation and a Contractor representative shall be designated by the Contractor. The Foundation representative and the Contractor representative shall be the primary contact person for each party regarding performance of this Agreement. The Foundation representative shall cooperate with the Consultant, and the Contractor's representative shall cooperate with the Foundation in all matters regarding this Agreement and in such a manner as will result in the performance of the services in a timely and expeditious fashion. 11l
FY 2024/25 & 2025/26 AGREEMENT - Robert Garcia Boxing Academy, Inc. - Community Boxing Academy Program IN WITNESS HEREOF, the parties have each caused their authorized representative to execute this Agreement.
City of Moreno Valley Inland Compassion
Community Foundation
Bondha
BY:
Name: Brian Mohan Name: Robert Garcia
Title: Vice President (Assistant City Manager) Title: Owner and CEO Date: 07/01/2024 Date: 07/01/2024
INTERNAL USE ONLY
APPROVED AS FO LEGAL FORM:
City Attorney
09/09/2024
Date
RECOMMENDED FOR APPROVAL:
Bmha
Department Head
09/09/7024
Date
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EXHIBIT A
Objective: The Community Boxing Academy Program, a healthy youth initiative, is aimed at providing youth of the community specialized boxing instruction and training program in the after-school hours of 3pm to 6pm, which are the most vulnerable hours for youth. This program is designed to provide the youth with a healthier lifestyle and to learn confidence and leadership qualities that will resonate throughout the youth's lives.
The Contractor will assist participants with a range of activities based on their proven training techniques, including, but not limited to:
• 9-year-old and Under group - basic fundamentals and techniques of boxing concentrating on hand and head movement, hand-eye coordination, basic combinations, etc. to ensure the participants are engaged in said training.
10- to 12-year-old group - includes the above and introduction to more advanced techniques, such as stance, footwork, punching, etc. to ensure speed and agility is continuing to be enhanced. 13-year-old and Over group - includes the above with all of the advanced techniques offered based on the ability of the participant.
• At all times, safety is of the utmost importance as well as the lifelong lessons that come from being a healthier youth.
The Contractor will be responsible for tracking and will report quarterly written status reports/updates on the Project or as may be more frequently requested. Reports should include as much detailed information as possible based on the categories above. The aforementioned list is required, but not exhaustive, as other relevant or requested data may be tracked and acquired by the Foundation as requested.
Funding: The Community Boxing Academy Program will provide funding for $48,000 over no more than two years ($24,000 per year) to support this program, which includes funding to effectuate the above objectives for twenty (20) youth, Monday - Thursday from 4 p.m. to 5 p.m., with Friday being an open session for said program.
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