Riverside City Council
December 17, 2024

Section 16. Indemnity.A) Except as to the sole negligence or willful misconduct of the City, Operator agrees to indemnify, protect and hold council members from and against any claim for damage, charge, lawsuit,action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the operation of the Tennis Center, notwithstanding that the City may have benefited therefrom. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Operator or anyone employed or working under the Operator.B) Except as to sole negligence, or willful misconduct of City, Operator shall defend, indemnify and hold the City, its officers and employees, harmless from any and all loss, damage, claim for ich arises out of or is in any way connected with the performance of work under this subcontractors and agents for compensation for services rendered to Operator in the performance of this Agreement, notwithstanding that City may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent subcontractors or agents, except for that portion of the loss, damage, claim for damage, liability, expense or cost, which arise from or are caused by structural defects of the Tennis Center, or by any pre-existing condition or an act or omission of City prior to the Commencement Date. C) The parties expressly agree that any payment, -compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. Section 17. Insurance. Within fourteen (14) days of the issuance of the Certificate of Occupancy, and through the term of this Agreement, including any extensions, Operator shall provide and maintain during the term of this Agreement the following types and amounts of insurance on policy forms satisfactory to the City:A) Commercial general liability insurance in a combined single limit of at least Two Million Dollars ($2,000,000) per occurrence, including the following coverages: premises operation, elevators, independent contractors, blanket contractual, products liability, bodily injury including death, personal injury, property damage, owned and non-owned equipment, host liquor liability, liquor liability, incidental malpractice injury. Such commercial general liability policy shall be endorsed to name City, its officers, employees and authorized volunteers as additional insureds. B) Any deductibles applicable to the commercial general liability insurance purchased in compliance with this Section shall be approved by the City Risk Manager. C) Each policy required under this section shall be endorsed to state that coverage shall not be canceled or materially changed, except registered mail.D) All policies required under this Section shall be A or higher and a Financial Class of VII or higher, except as expressly approved by the City Risk Manager.E) Operator shall require any organization conducting an event at the Tennis Center (other than the City which is exempt from this requirement) to provide an original certificate of insurance evidencing verage by a California admitted insurance company in a combined single limit of at least Two Million Dollars ($2,000,000) per occurrence including coverages for bodily injury including death, personal injury, and property damage. Such commercial general liability policy shall be endorsed to name the City, its officers, employees and authorized volunteers as additional insured and the City as loss payee. Provided, however, a governmental organization may instead provide Operator with a Certificate of Self-Insurance evidencing compliance with the amounts and scope of liability coverage required above through such governmental entity's General Liability Self-Insurance Program, and by providing Operator with such written indemnification as Operator determines is necessary. Section 18. Liens/Claims. Operator shall keep the Tennis Center free from any and all furnish labor or materials to or for the benefit of the Tennis Center. Operator further agrees tohold the City harmless from any and all claims for labor and materials. Section 19. Utilities. Operator shall pay for all utilities and City services, including potable water, electricity, trash service, sewer service, computer service, telephone, and any and all other utilities used on the Tennis Center throughout the term of the lease, and shall save the City harmless therefrom. There is currently no gas service planned for the park. Irrigation water will be provided to the Tennis Center at no cost. The site will be subject to inspection by City Staff on a regular basis.Section 20. License/Permit Fees. Operator shall be responsible for and pay any license or permit fees, and any other public charges levied upon the Tennis Center which applies equally to any other municipal facility, except any public improvement assessment levied by a governmental agency and which may become payable during the term of this Agreement. Any such improvement assessment shall be the responsibility of the City. Section 21. Force Majeure. In the event the Tennis Center is destroyed or damaged by fire, earthquake or other casualty so that it becomes unusable for the purposes herein contemplated, this Agreement may be terminated by either party upon written notice to the other without further liability to said other party. Performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, riots, floods, earthquakes, fires, acts occasioned exclusively by violence of nature without the interference of any human agency, epidemics, quarantine restriction, freight embargoes, lack of transportation, governmental restrictions or priority, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor, or suppliers, the imposition of any applicable governmental moratorium, or any other causes beyond the reasonable control of the party requesting the delay. An extension of time for any such cause shall be for the period of the forced delay and shall commence to run from the time of the commencement of such cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days after commencement of such cause.Section 22. Termination by City. This Agreement may be terminated by the City upon the occurrence of any of the following events:A) Any material breach of this Agreement by Operator which remains uncured for a period of forty-five (45) days after written notice from the City;B) This Agreement may be terminated by City with one (1) year written notice to the Operator; C) The destruction of the Tennis Center or any event which renders the Tennis Center unusable;D)written notice of termination for cause to Operator after City has sent to twelve (12) month period.Section 23. Termination by Operator. This Agreement may be terminated by Operator with one (1) year written notice to the City.Section 24. Independent Contractor. The parties recognize and agree that Operator is and shall be, at all times hereunder, an independent contractor and not an employee of the City. It services to be provided exclusively to the City and that Operator shall be free to engage in outside activities, services and projects which are unrelated to Tennis Center.Section 25. Notice. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within forty-eight (48) hours from the time of mailing if mailed as provided in this paragraph. City: Operator:City of RiversideJohn LettsCity ManageriTennis, Inc3900 Main Street920 Lohman LaneRiverside, CA 92522South Pasadena, CA 91030Section 26. Assignment. Operator shall not assign all or any part of the Agreement without the prior written consent of the City Manager. Section 27. Non-discrimination. Operator agrees that during the term of this Agreement, except as provided in Section 12940 of the Government Code of the State of California, Operator shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age physical disability, mental disability, medical condition (including the medical condition of Acquired Immune Deficiency Syndrome [AIDS] or any condition related thereto), marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status,employees and subcontractors and the procurement of materials and equipment on the Premises or Operator's contractors for the Premises; and further, Operator agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.Section 28. Taxes.A) Any material breach of this Agreement by Operator which remains uncured for a period of forty-five (45) days after written notice from the City;B) Any material breach of this Agreement by Operator, which remains uncured for a period of forty-five (45) days after receipt of written notice from the City;C) The organization shall pay all taxes, including without limitation any tax which may be levied against any possessory interest in the licensed site, assessments, sales tax, license fees, including without limitation, business license fees, and other charges (taxes) that are levied and assessed against the organizations property installed or located in or on the site. On demand of the City, the organization shall furnish the City with satisfactory evidence of these payments.D) Operator acknowledges that the City has informed Operator that this Agreement may create a possessory interest subject to property taxation and that Operator may be subject to the payment of property taxes levied on such interest. In such case Operator shall have the right to renegotiate the economic terms of this Agreement to reflect the original economic effect of this Agreement prior to the levy of the possessory interest tax. E) Operator understands that the activity described herein constitutes doing business in the City of Riverside, and Operator agrees that Operator will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code.Section 29. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.Section 30. Amendments. This Agreement may be amended or supplemented only by written documents signed by both parties.Section 31. Integration. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, nor is either party relying on, any representation or warranty outside those expressly set forth in this Agreement. Section 32. Accounting Records. Operator shall maintain complete and accurate records with respect to revenue received and costs incurred under this Agreement. All such records shall be clearly identifiable. Operator shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Operator shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.Section 33. Time of Essence. Time is of the essence for each and every provision of this Agreement.Section 34. Solicitation. Operator maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Operator, to solicit or secure this Agreement. Further, Operator warrants that it has not paid nor has it agreedto pay any company or person, other than a bona fide employee working solely for Operator, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.Section 35. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or as may be otherwise agreed in writing.Section 36. General Compliance with Laws. Operator shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Operator, or in any way affect the performance of services by Operator pursuant to this Agreement. Operator shall at all times observe and comply with all such laws, ordinances, applicable laws, ordinances and regulations.[SIGNATURES ON FOLLOWING PAGE.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.CITY OF RIVERSIDE, a California charter city and municipal corporationBy:_________________________________Mike FutrellCity ManagerATTESTED TO:By:________________________________Donesia GauseCity ClerkCERTIFIED AS TO AVAILABILITY OF FUNDS:By:_________________________________Chief Financial OfficerAPPROVED AS TO FORM:By:___________________________Anthony L. BeaumonSr. Deputy City Attorney ITENNIS, INC., a California corporationBy:_____________________________Print Name: ______________________Title:____________________________(Signature of Board Chair, President, orVice President)andBy:_____________________________Print Name:_______________________Title:_____________________________(Signature of Secretary, Assistant Secretary, CFO, Treasurer, or Assistant Treasurer) CA #24-1505 ALB/jv 11/13/24\\rc-citylaw\CYCOM\WPDCOS\D013\P047\00892782.docx