HomeMy WebLinkAboutUkiah Valley Cultural and Recreation Center 2011-02-15CITY OF UKIAH
AND
UKIAH VALLEY CULTURAL AND RECREATION CENTER
MANAGEMENT AGREEMENT FOR THE ALEX RORABAUGH CENTER
This Agreement ("Agreement") is made this 15th day of February, 2011
("Effective Date"), by and between the City of Ukiah, a California general law city
("City"), and the Ukiah Valley Cultural and Recreation Center, a California non-
profit corporation (UVCRC") for operation of the Alex Rorabaugh Center ("ARC")
located at 1640 South State Street, Ukiah, California.
Recitals
A. The UVCRC owns the newly constructed ARC, a 21,000 square foot community
recreation center which includes multipurpose rooms, gymnasium, court yard,
office space, and kitchen.
B. The City of Ukiah is experienced in operating community facilities and
collaborative recreation/leisure activities in the Ukiah Valley area.
C. The City and the UVCRC desire to take advantage of the City's experience in
recreation/leisure programming and facility management while ensuring that the
UVCRC remains responsible to the mission of expanding access to recreational
opportunities for children and youth while improving the health of youth, families,
and the community for the ARC's operations including its financial performance.
D. The parties believe they can maximize the programs offered and better control
the expenses of operating the ARC if the City, using City employees, manages
the operation of the facility.
E. The parties desire to set forth the terms and conditions of their relationship in this
Agreement with further details of the actual ARC operations to be set forth in a
Center Operating Plan. The initial Center Operating Plan ("COP") is attached to
this Agreement as Exhibit A; however it is intended that specific services
provided by each party and the operating relationships may change over the
course of this Agreement in order to meet community needs.
F. The City and UVCRC commit themselves to work together in the spirit of
partnership for the success of the ARC, subject to the terms and conditions of
this Agreement, and to deal with each other with fairness, respect, cooperation,
and good faith in the operation of the ARC and performance of this Agreement.
The City and UVCRC commit to promptly resolve disputes over this Agreement
and/or ARC operations.
Management Agreement Page 1
NOW THEREFORE, the parties agree as follows.
Agreement
Parties to the Agreement.
City is the City of Ukiah, 300 Seminary Avenue, Ukiah, California 95482, with its
principal contact for purposes of this Agreement as follows:
Assistant City Manager
300 Seminary Avenue
Ukiah,- CA 95482
Phone: 707-463-6221
Fax: 707-463-6740
UVCRC is the Ukiah Valley Cultural and Recreation Center, P.O. Box 561,
Ukiah, California 95482, with its principal contact for purposes of this Agreement
as follows:
Executive Director, UVCRC
P.O. Box 561
Ukiah, CA 95482
Phone: 707- 462-8562
Fax:
2. Term.
2.1 The term of this Agreement shall commence on February 15, 2011 and
terminate at midnight on February 14, 2013, unless earlier terminated by
either party as provided in Section 2.2 or extended as provided in Section
2.3.
The term of this Agreement shall be two (2) years, provided, however, that
within 60 days after the end of the first year of the two year term, the
parties shall review their experience during that first year. Upon
completion of that review, either party shall have the option to notify the
other party that it will not extend the lease beyond the two year term and
the lease shall terminate on February 14, 2013. If neither party gives
notice as provided in this paragraph after the parties have conducted the
one year review, this Agreement may be extended on the same terms for
an additional five years.
The extended term shall be subject to a review within a reasonable time
after the fourth year of the extended term. Both parties may agree to
extend the lease for an additional five year term.
Management Agreement Page 2
2.2 In addition to the provisions of Section 5.6 and 5.7 below, either party may
request an early termination of this Agreement after February 14, 2012.
Such a request must be made in writing, and must be made a minimum of
six months in advance of proposed termination date, unless City and
UVCRC mutually agree to a lesser time. Provided that such written
request is timely made, termination shall occur upon the specified
termination date.
This Agreement may be extended for two additional five-year terms upon
the written mutual agreement of the parties which agreement must be
reached no later than February 14, 2013, for the first extension, and
February 14, 2018, for the second extension. The parties may mutually
agree to additional extensions beyond this date. Prior to each extension,
the parties shall prepare an evaluation of the ARC operations and present
it to the City Council and the UVCRC Board of Directors.
3. Management and Staffing.
City and UVCRC agree to cooperatively manage and operate the ARC as
a successful recreation center for the benefit of the public. A "Recreation
Supervisor," or other classification as determined by the City, shall be
employed by the City and responsible for all ARC operations. The initial
Center Operating Plan (COP) is attached to this Agreement and is
incorporated into this Agreement by this reference. The COP, among
other things, details staff duties and operating relationships. The parties
hereby authorize the City of Ukiah City Manager ("City Manager") and the
UVCRC Board President ("UVCRC President") to modify in writing the
COP from time to time as may be necessary to facilitate efficient
operations of the ARC consistent with the intent of this Agreement.
The Recreation Supervisor shall be employed by the City. The City shall
provide the UVCRC with opportunities for meaningful and substantial input
on the ongoing performance of the Recreation Supervisor. The Recreation
Supervisor shall have operational authority for the management and
operation of the ARC. The duties and responsibilities of the Recreation
Supervisor shall include, but not be limited to:
a. Managing the ARC so that it is developed and maintained as a
successful recreational center.
b. Managing rentals and use of the facility.
C. Preparing and administering the annual budget and work plan for
development and operation of the ARC.
d. Preparing the progress reports and annual budget for the preceding
fiscal year for approval by the City Council.
e. Organizing, scheduling, and directing City employees, volunteers,
and independent contractors assigned to the ARC.
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f. Reporting on status of operations at the ARC as requested,
including, but not limited to, providing reports intended for the City
Council and UVCRC Board of Directors.
g. Performing all duties that are usual and customary and normally
associated with the position of a recreation supervisor of a public
recreation center.
Notwithstanding the parties' agreement to cooperatively manage and
operate the ARC, City employees working at the ARC are employed solely
by the City, and the City retains all responsibilities associated with their
employment. UVCRC employees working at the ARC are employed solely
by the UVCRC, and the UVCRC retains all responsibilities associated with
their employment. The parties agree to cooperate fully with each other in
resolving any employment issues. The UVCRC agrees to indemnify and
hold the City, its agents, officers and employees harmless from any claim
or damage resulting from an employment matter involving an ARC
UVCRC employee acting within the scope of employment. The City
agrees to indemnify and hold the UVCRC, its agents, officers and
employees harmless from any claim or damage resulting from an
employment matter involving a an ARC City employee acting within the
scope of employment. "Employment matter," as used herein means any
claim or liability arising out of the employer/employee relationship or which
could be asserted by an employee against his or her employer.
The City shall consult the UVCRC Executive Director prior to the selection
of the candidate by the City for the position of Recreation Supervisor,
either at the initial hire or in future hiring actions. Performance issues on
the part of the Recreation Supervisor may be raised by either party and
addressed through the dispute resolution process provided for in Section
9.1 of this Agreement.
The ARC staff may be comprised of employees of both the City and the
UVCRC. It is acknowledged and agreed between the parties that to
achieve the optimum performance of the total ARC staff, City employees
may be directed to work at the ARC on UVCRC activities within the scope
of this Agreement and UVCRC employees may be directed to work at the
ARC on City activities within the scope of this Agreement.
The Recreation Supervisor for the City and the UVCRC Executive Director
shall meet periodically to evaluate ARC operations and shall prepare no
later than December 31 of each year and present as soon as practicable
thereafter an annual report on ARC operations to the City Council and the
Board of Directors of the UVCRC. The report shall include user
satisfaction data as well as data on the financial performance of the ARC.
The Supervisor and Executive Director may jointly request assistance
from City and UVCRC staff in development of the annual.
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4. Grounds and Facilities.
The UVCRC shall retain all of its right, title and interest, as such may
appear, in the grounds, buildings, structures and all other improvements,
and its equipment. Subject to approval of the Recreation Supervisor,
certain equipment owned by the UVCRC may be used at the ARC;
provided, however, any such equipment must be identified in writing
attached to the COP and the equipment must be clearly identifiable or
marked as UVCRC property on the equipment itself. Items must be
identified in writing within thirty (30) days of the Effective Date.
The City and UVCRC agree that both parties shall continue joint use of the
grounds, buildings, equipment and other improvements at the ARC in
furtherance of this Agreement. The Recreation Supervisor shall determine
the most effective use of the ARC grounds, buildings, equipment and
other improvements subject to the approval of the City's Community
Services Administrator, or such other individual designated in writing by
the City Manager, in consultation with the Executive Director for the
UVCRC, or such other individual designated in writing by the UVCRC
Board President.
5. Budget and Funding_
5.1 The parties agree that it is the intent of the arrangement governed
by this Agreement that revenues generated by ARC programs and
usage will be sufficient to cover operating expenses (including, but
not limited to, maintenance and contributions to any capital
improvement reserves established in the budget). (For purposes of
this Agreement, "fiscal year" shall mean the twelve consecutive
months beginning July 1 of the year first referenced and ending
June 30 of the year last referenced. For example, "fiscal year
2008/09" means the period beginning July 1, 2008 and ending June
30, 2009.)
a. In February of each year, the Recreation Supervisor and the
Executive Director of the UVCRC ("Executive Director") shall
develop budget assumptions related to the ARC operating budget
for the following fiscal year.
b. Before March 15, or on another mutually-agreed upon date, the
Recreation Supervisor and Executive Director shall develop the
preliminary proposed annual ARC operating budget and workplan.
The budget will include estimated costs and revenue from rental
and activities as well as agreed-upon capital improvement
reserves. The UVCRC may agree to the preliminary proposed ARC
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operating budget and workplan or terminate this Agreement subject
to the notification provisions of section 5.6.
C. The proposed annual budget and work plan and the latest progress
report will be included in the City Manager's Recommended
Budget, which must be submitted to the City Council no later than
May 15 each year. Once the City Council has established the
annual operating budget, the UVCRC may agree to the ARC
operating budget or terminate this Agreement subject to the
notification provisions of section 5.6.
d. Once the annual budget and work plan is approved by the City
Council, that annual budget and work plan shall be implemented by
the Recreation Supervisor for the upcoming fiscal year.
5.2 The City shall pay an agreed-upon amount for City programs held at the
ARC and other identified usage including but not limited to rental of office
space. The foregoing payments shall be made quarterly to the ARC
revenue fund managed by the City of Ukiah and shall be due by July 15,
October 15, January 15 and April 15. City will provide detailed usage
reports along with the documentation of the payments to the UVCRC
Executive Director.
5.3 The City and UVCRC may agree to a mid-year budget adjustment to the
ARC budget in special circumstances including, but not limited to, a
significant unexpected expense affecting the ARC operations which could
not be reasonably anticipated or controlled.
5.4 The City shall provide UVCRC with quarterly reports on the operating
position of the ARC. Both parties agree to maintain agreed-upon customer
service standards and accessibility over the course of the year, while
recognizing that operations may change over the year in order to meet
financial objectives for ARC operations.
5.5 As part of the annual budget and work plan adoption process, the parties
will agree on a method for separately accounting for fee-based activities
and usage. A budget worksheet for the initial year is included in the Center
Operating Plan (COP). A final annual budget reconciliation shall be
prepared no later than October 1 of each year. Any net operating gain or
loss shall follow the procedures as set forth in the COP "Budgeting
Section".
5.6 In the event that the UVCRC does not agree to the annual budget and
work plan as approved by the City Council, this Agreement shall
terminate. The UVCRC will notify the City in writing that this Agreement
shall be terminated six months from the date of notification, or on another
date as agreed-upon by the parties. Distribution of net operating gain or
Management Agreement Page 6
loss shall be suspended during the six month notice period. Likewise, the
UVCRC shall not be obligated to pay the amount of revenue shortfalls, as
described in section 5.5, during the six month notice period. The parties
acknowledge and agree that such a termination will require a substantial
amount of time to accommodate ongoing obligations at the ARC and to
enable full separation of responsibilities and obligations of the parties. The
parties agree to cooperate reasonably one with the other in such an event
to facilitate such a separation as expeditiously as possible. Termination of
this Agreement as provided in this Section (with each party bearing its
own costs) shall be the sole remedy of the parties.
6. Programming and Pricing.
6.1 The City and UVCRC will agree upon programming and pricing as part of
the annual budget and work plan process. This includes rates for office
rental and room rental.
6.2 The parties acknowledge that the scope of community services offered at
the ARC, including youth, family, intergenerational, special event, and
adaptive programming, may evolve over time.
6.3 It is intended that the annual City Council approval of the budget and work
plan will authorize the City Manager to adjust prices and programming as
needed in accordance with a City Council adopted policy or directive.
7. Reserved Uses
7.1 In an effort to continue active fundraising and accommodate shared use
agreements a series of partnerships and reserved uses have been
outlined. These reserved uses may change from time to time. The
changes or additions to these reserved uses will be agreed upon jointly
between the UVCRC and the City and will be documented appropriately.
The current "reserved uses" are set forth as follows:
"Exhibit B" Ukiah Unified School District:
Addendum to Agreement: Use of Property
"Exhibit C" Ukiah Valley Cultural Recreational Center: Use of Property
8. Revenues and Marketing.
8.1 The parties agree that Ukiah Valley residents are intended to be the
primary beneficiaries of the ARC, although the ARC will be available for
the use of non-residents as well. To that end, the parties desire to develop
a marketing plan and activity program pricing structure that will accomplish
the foregoing goal and will provide adequate revenues to cover annual
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operating expenditures. The parties also intend to jointly and/or
individually seek grants or other sources of funding which may be
available to provide existing or expanded services and programs at the
ARC. Both parties agree to cooperate fully, one with the other, in such
endeavors.
8.2 The parties agree that there shall be no discrimination based upon race,
color, creed, religion, gender, marital status, age, disability, national origin,
sexual orientation, or ancestry, in any activity or membership offered
pursuant to this Agreement.
9. Audits, Record Retention and Inspection.
The parties understand and agree that the City is a public entity and as
such is subject to various laws including, but not limited to, the California
Public Records Act, and as such members of the public as well as
representatives of governmental agencies have access to and the right to
examine, audit, excerpt, copy or transcribe any pertinent transaction,
activity, or other records of each party relating to this Agreement. Such
material, including, but not limited to, all pertinent costs, accounting, and
financial records shall be retained by each party for a period of at least five
(5) years after their creation date.
Each party grants the other party, at the requesting party's expense, the
right to conduct at any reasonable time an audit and re-audit of the books,
records and business conducted related to this Agreement and observe
the operation of the business so that the accuracy of the above records
and any of the invoices for services provided can be confirmed.
In the event of any dispute between the parties as to financial matters, the
parties agree, as their sole remedy, to mutually choose an independent
auditor to conduct an investigation of the disputed matter. If the parties are
unable to mutually choose an independent auditor, each party shall
identify one auditor and those two auditors shall choose a third,
independent auditor to conduct the investigation. The auditor so named
shall be deemed to have been mutually chosen by the parties. If, as a
result of the investigation of the mutually chosen auditor, any adjustment
in payment is required by either party, such payment shall be made within
sixty (60) days of receipt of written demand for same. The decision of the
mutually chosen auditor shall be final and binding upon the parties.
10. Dispute Resolution.
9.1 Operational Issues. Except as otherwise specifically set forth in this
Agreement, any dispute concerning day to day operational decisions in
the implementation of this Agreement as further detailed in the COP shall
be resolved by the Community Services Administrator and the Executive
Management Agreement Page 8
Director of the UVCRC. For any disputes which cannot be resolved by
these individuals, either party may request that the Ukiah City Manager
resolve the dispute after first consulting with the UVCRC Board President.
The decision of the City Manager shall be final.
9.2 Other Issues. Should other disputes arise between the parties for which a
dispute resolution mechanism or remedy is not otherwise specifically set
forth in this Agreement, and the parties are unable to resolve such matters
between themselves by negotiation after the complaining party has
provided the other party written notice of the complaint and a reasonable
opportunity to cure the problem, then such disputes shall be resolved
through mediation. Both parties shall participate in mediation for a
minimum of a 60 day period prior to taking the dispute through the court
process. In the event the dispute is not resolved through mediation then
the item shall be resolved in the courts of the County of Mendocino
County in accordance with applicable law and procedure, including any
claims procedures that may be required by law with respect to a general
law city.
9.3 Termination Option. If either party seeks judicial redress of a dispute as
set forth in section 9.2, that action shall give either party the opportunity
to terminate this Agreement by providing the other party six months
advance written notice of such desire to terminate. The action to
terminate this Agreement described in this section is not intended nor
shall it adversely affect the process set forth in section 9.2.
10 Indemnification.
10.1 The City agrees to indemnify, defend and hold harmless UVCRC, its
agents, officer and employees, from and against any and all liability,
expense, including defense costs and legal fees, and claims for damages
of any nature whatsoever, including, but not limited to, bodily injury, death,
personal injury, or property damage arising from or connected with City's
operations or its services under this Agreement, including any Worker's
Compensation suits, liability or expense, arising from or connected with
services performed by or on behalf of the City by any person pursuant to
this Agreement. City's duty to indemnify UVCRC shall survive the
expiration or other termination of this Agreement.
10.2 The UVCRC agrees to indemnify, defend and hold harmless City, its
agents, officer and employees, from and against any and all liability,
expense, including defense costs and legal fees, and claims for damages
of any nature whatsoever, including, but not limited to, bodily injury,
death, personal injury, or property damage arising from or connected with
UVCRC's operations or its services under this Agreement, including any
Worker's Compensation suits, liability or expense, arising from or
connected with services performed by or on behalf of the UVCRC by any
Management Agreement Page 9
person pursuant to this Agreement. UVCRC's duty to indemnify City shall
survive the expiration or other termination of this Agreement.
11. Insurance.
11.1 General Requirements. Without limiting UVCRC's indemnification of City
or limiting City's indemnification of UVCRC, UVCRC and City shall each
provide and maintain at its own expense throughout the term of this
Agreement the hereinafter listed programs of insurance covering its
operations hereunder. Such insurance provided by UVCRC and by City
shall be provided by insurers satisfactory to City's Risk Manager and
satisfactory to the UVCRC's Executive Director, respectively, and a
certificate or other evidence of coverage and certified copies of additional
insured endorsements satisfactory to City and UVCRC, respectively, shall
be delivered to the City's Risk Manager and to the UVCRC's Executive
Director, respectively, before the effective date of this agreement. It is
recognized that City currently provides general liability, workers'
compensation, and auto liability insurance coverage through a
combination of self insurance, pooled coverage, and purchased excess
insurance coverage. Such evidence of coverage shall specifically identify
this Agreement and shall contain the express condition that City or
UVCRC, as applicable, is to be given at least thirty (30) days advance
written notice of any modification or termination of any program of
insurance. All such insurance provided by UVCRC or City shall be primary
to and not contributing with any other insurance maintained by the other
party. With the exception of workers' compensation insurance, all such
insurance provided by UVCRC and by City shall name "City of Ukiah, its
elected officials, officers, employees, agents and representatives," "Ukiah
Valley Cultural and Recreation Center, its officers, employees, agents,
and representatives," and "Ukiah Unified School District," as additional
insureds.
At all times during the term of this Agreement, UVCRC and City shall
provide and maintain the following forms and amounts of insurance:
a. Liability. Comprehensive General Liability Insurance written on a
commercial general liability form or on a comprehensive general
liability form covering the hazards of premises-operations,
products/completed operations, independent contractors,
advertising, contractual, broad form of property damage, and
personal injury with a combined single limit of not less than One
Million Dollars ($1,000,000) per occurrence and an aggregate limit
of not less than Two Million Dollars ($2,000,000).
b. Workers' Compensation. Insurance in an amount and form to meet
all applicable requirements of the Labor Code of the State of
California, including Employer's Liability.
Management Agreement Page 10
C. Comprehensive Automobile Liability. Endorsed for all owned, non-
owned, and hired vehicles with a combined single limit of not less
than One Million Dollars ($1,000,000) per accident.
d. Failure to Comply. Failure on the part of UVCRC or City to procure
or maintain required insurance shall constitute a material breach of
contract upon which City or UVCRC, respectively, may immediately
terminate this Agreement. Notwithstanding this requirement, in the
event that UVCRC or City fails to procure or keep in effect at all
times the insurance coverage required herein, City or UVCRC,
respectively, may in its discretion procure said insurance on behalf
of UVCRC or City, respectively, and charge UVCRC or City,
respectively, the full cost of the insurance and administrative costs.
11.2 The parties agree and will ensure that all staff are trained in all safety
related matters as required by law or appropriate for the services provided
at the ARC. This includes criminal history checks as part of pre-
employment screening.
Management Agreement Page 11
12. Notices.
Any notice, consent, authorization or other communication to be given shall be in
writing and deemed duly given and received when (a) delivered personally, (b)
transmitted by facsimile, (c) one business day after being deposited for next-day
delivery with a nationally recognized overnight delivery service, or (d) three
business days after being mailed by first class mail, charges and postage
prepaid, and in all cases properly addressed to the party to receive such notice at
the last address furnished for such purpose by the party to whom notice is
directed.
In the case of notices to be given to the City, notice shall be addressed as
follows:
City Manager
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Phone: 707-463-6200
Fax: 707-463-6740
With a copy to:
City Clerk
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Phone: 707-463-6200
Fax: 707-463-6740
In the case of notices to be given to the UVCRC, notice shall be addressed as
follows:
Board President
Ukiah Valley Cultural and Recreation Center
P.O. Box 561
Ukiah, CA 95482
Phone: 707- 462-8562
Fax:
Either party may change its address or other contact information by giving notice
in writing to the other party as specified in this section.
Management Agreement Page 12
13. Amendments.
This Agreement shall only be amended by a writing signed by both parties after
approval by the City Council and UVCRC Board of Directors.
14. Appropriations.
The payment of any obligations of the City described in this Agreement is subject
to the annual appropriation of funds for said payments by the City Council. This
provision does not affect any obligation of the City for payment of funds
attributable to a fiscal year for which an annual budget has been approved.
15. Miscellaneous Provisions.
15.1 Good Faith and Cooperation. The City and UVCRC agree that it is in their
mutual best interest and in the best interest of the public that the ARC be
operated and managed as herein agreed and, to that end, the parties shall
in all instances cooperate and act in good faith in compliance with all of
the terms, covenants, and conditions of this Agreement and shall deal
fairly with each other.
15.2 Severability. If any provision of this Agreement, or the application of such
provision to any party or circumstance, shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to such party or
circumstance other than those to which it is held to be invalid or
unenforceable, shall not be affected thereby.
15.3 Governinq Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of California, without
regard to that state's conflict of laws principles.
15.4 Entire Agreement. This Agreement contains the entire agreement of the
parties and supersedes all prior to contemporaneous written or oral
negotiations, correspondence, understandings and agreements between
the parties regarding the subject matter hereof.
15.5 Parties in Interest. Nothing in this Agreement shall confer any rights or
remedies under or by reason of this Agreement on any party other than
the UVCRC and the City nor shall anything in this Agreement relieve or
discharge the obligation or liability of any third party to any party to this
Agreement nor shall any provision give any third party any right of
subrogation or action over or against any party to this Agreement.
Management Agreement Page 13
15.6 Waiver. Failure of either party to complain of any action, non-action or
default of the other party shall not constitute a waiver of such party's rights
hereunder with respect to such action, non-action or default. Waiver by the
UVCRC or City of any right or any default hereunder shall not constitute a
waiver of any subsequent default of the same obligation or for any other
default, past, present or future. No payment by a party, or acceptance by
the other party, of a lesser amount than shall be due from one party to the
other shall be treated otherwise than as a payment on account. The
acceptance by a party of a check for a lesser amount, with an
endorsement or statement thereon, or upon any letter accompanying such
check, that such lesser amount is payment in full, shall be given no effect,
and a party may accept such check without prejudice to any rights or
remedies which it may have against the other party.
15.7 Construction. This Agreement has been negotiated by the parties and
their respective legal counsel and will be fairly interpreted in accordance
with its terms and without strict construction in favor of or against any
party.
15.8 No Assignment. This Agreement, nor any part of it nor any right or
obligation arising from it shall be assigned without the express written
consent of the parties.
15.9 Independent Contractor Status. The parties shall at all times be acting as
independent contractors. This Agreement is not intended, and shall not be
construed to create the relationship of servant, employee, partner, joint
venture or association as between the parties. The parties understand and
agree that any of their personnel furnishing services to the ARC under this
Agreement are employees solely of the party which hired such personnel
for purposes of workers' compensation liability and for purposes of
receiving all other types of employee benefits. The parties shall bear the
sole responsibility and liability for furnishing workers' compensation
benefits to any personnel hired by them for injuries arising from or
connected with services performed under this Agreement, and shall bear
the sole responsibility and liability for furnishing all other employee
benefits to any personnel hired by them.
Management Agreement Page 14
IN WITNESS WHEREOF, the UVCRC and the City have executed this Agreement as
of the day and year first above written.
Approve s to for
Davi portCity Attorney
UVCRC
By: 'r`te t
Name: Me-q.-j, n
Title:
City of Ukiah
Bye:ane NChambers
Titnager
Man agement Agreement Page 15
Exhibit A
Center Operating Plan
for the
4ARC
A safe and Fun 'place for
Children 4., Adults
AlexRorabaugh GYM 4,R,ecreation Center
Presented by the City of Ukiah
February 15, 2011
TABLE OF CONTENTS
INTRODUCTION
PARTNERING WITH COMMUNITY SERVICES
CAPACITY AND READINESS
COMMUNITY SERVICES DEPARTMENT ORGANIZATIONAL CHART
GENERAL POLICIES R PROCEDURES
FACILITY MANAGEMENT AND STAFFING
MARKETING
FACILITY MAINTENANCE
SECURITY SYSTEMS
INSURANCE
BUDGETING
ACCOUNTING, BOOKING AND FINANCIAL REPORTING
APPENDICES
A) PREVENTIVE MAINTENANCE SCHEDULE
1.
PREVENTIVE MAINTENANCE SCHEDULE
B) LEASING AND OCCUPANCY
1.
LEASING AND OCCUPANCY
II.
MOVE IN PROCEDURES
III.
MOVE OUT PROCEDURES
IV.
SECURITY DEPOSITS
V.
RENT COLLECTION POLICIES AND PROCEDURES
VI.
CONTRACTS AND DISBURSEMENTS
VII.
TENANT RELATIONS
VIII.
CONTRACT ADMINISTRATION
IX.
EVICTION PROCEDURES
1
1
3
4
5
5
6
6
7
8
9
11
INTRODUCTION
This plan has been developed to set forth the scope of activities relating to the property
management of the Alex Rorabaugh Gymnasium, Cultural-Recreational Center (hereinafter
ARC) as managed by City of Ukiah (hereinafter City) working under contract with the Ukiah
Valley Cultural & Recreational Center Inc (Hereinafter UVCRC).
It will outline the responsibilities of Management Staff as described below, and details the
policies and procedures to be observed in the management of the ARC.
"The Plan" will be subject to an annual review and modification by the City and the UVCRC.
Any modifications to "The Plan" will be made in writing, dated and approved by both parties.
Ukiah Valley Cultural & Recreational Center
Vision Statement
Adopted 10/24/01
The Ukiah Valley Cultural and Recreational Center will provide a family
friendly, inclusive place, which welcomes and serves all
members of our community. Youth are the future of our community and deserve
a safe and secure environment to develop mind and body. Space will be
available for a variety of supervised indoor and outdoor recreational and
community activities. The Ukiah Valley Cultural and Recreational Center will
be a home away from home for our youth and their families.
PARTNERING WITH COMMUNITY SERVICES
The Community Services Department plays an important role in creating a healthy
community through diverse and innovative recreation programming. We provide space to
learn & play, space to be safe & secure, and space to create & imagine.
Space to Learn & PIgy
The Community Services Department provides space to:
•Foster human development for children, youth, teens, adults and seniors
*Increase cultural unity
•Promote health and wellness
•Provide recreational experience
Space to Be Safe & Secure
The Community Services Department provides space to:
*Strengthen community image and sense of place
*Support economic development
*Strengthen safety and security
Center Operating Plan . Page 1
Space to Create & Imagine
The Community Services Department provides space to:
-Facilitate community problem-solving
*Facilitate diverse programming
-Protect and preserve community resources
Benefits to Our Community
The Community Service Department provides essential community benefits, including:
-Healthier residents
-Sense of well-being in the community
-Safer neighborhoods
-A higher quality of life
-Increased property values
-Opportunities for:
• Community
• Families
• Children & Youth/Teens
• Seniors
• Special Populations
-Partnership opportunities
Cultural expression and unity
Benefits of Partnering with the Community Services Department
Access to a broad mix of community residents
Successful history of facility management and operations
*Successful history of collaboration with community groups, businesses, tribes, and schools
-Responsive to Community's Needs
-Access to a wide range of indoor and outdoor facilities
,*Trained professional staff
*Ability to leverage various existing resources
-We work to build a better community every day
Center Operating Plan Page 2
CAPACITY AND READINESS
The City of Ukiah Community Services Department provides a variety of services, facilities,
programs, activities and events. The Department is organized into six divisions; Golf, Parks,
Museum, Conference Center, Building Maintenance, and Recreation.
Recreation Division
The Recreation Division provides indoor and outdoor activities for all ages. Some of the
current programs include youth and adult sports leagues, athletic training programs, aquatics
programs, youth programs, as well as music, arts and leisure classes. These activities are
managed by the Recreation Supervisor, Recreation Coordinator, the Receptionist and
hundreds of part time programming staff. In addition, the Recreation Division produces a
seasonal print brochure, maintains all activity information available online and tracks all
participants through a registration system. The Division provides fee waivers to youth
participants through a scholarship program which enables all applicants to attend youth
programming. Not only is the Recreation Division successful with serving a variety of
diverse participants through recreation services, they also partner with numerous community
agencies to provide collaborative activities, services and events.
The Recreation Division also manages the use of the outdoor facilities such as the Ukiah
Sports Complex, Anton Stadium, Tennis Courts and many others
Conference Center
The Conference Center Division provides facility management for the Alex R Thomas Plaza,
the Grace Hudson Museum Meeting Room, the Todd Grove Clubhouse Facility, and the
26,000 square foot Ukiah Valley Conference Center. The Conference Center team provides
comprehensive event planning, room rental services, and catering services. In addition, the
Division maintains lease agreements for their tenants and returning renters. The Division
maintains all records and coordinates a number of users while meeting insurance
requirements, providing competitive rate structure, implementing policies and procedures in a
firm but flexible manner, managing staff in the maintenance and set-up of rooms, as well as
collecting deposits, rental fees and appropriate payment schedules.
The City Recreation Division Staff will be a tremendous asset to the Alex Rorabaugh Center
by bringing experience and knowledge in the areas of programming, partnership and facility
management. The Recreation Supervisor, along with the Sports Coordinator, will supervise
the ARC. Much like the Conference Center, the Recreation Staff will coordinate the room
use, scheduling and maintenance activities of the ARC.
Center Operating Plan Page 3
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GENERAL POLICIES AND PROCEDURES
A. It shall be the responsibility of the City in collaboration with the UVCRC Board of
Directors to establish the general policies under which the ARC will operate. The
Management Staff shall implement the policies and carry out the day-to-day
operations for the ARC.
B. City and UVCRC shall review this Management Plan on an annual basis. Changes
to the plan shall be submitted to both the UVCRC Board of Directors and the City;
from which approval is required prior to implementing such changes. Such Changes
will be in writing and dated.
C. The established procedures shall be followed to ensure effective ongoing operation
of the ARC.
D. The Recreation Supervisor will, by means of a status report during weekly
department meetings, advise the Community Services Administrator on the operation
of the ARC. Such status report shall include, at a minimum, the following:
1. Recent or upcoming tenant changes or changes to rentals
2. Recent or upcoming maintenance and capital improvement requirements
including tenant improvements
3. Updates on current vacancy rates, operating costs and comparable market
rental rates
E. The Management Staff will meet regularly with the Director for the purpose of
reviewing policies, management procedures and discussing problems or concerns
related to the ARC.
FACILITY MANAGEMENT AND STAFFING
A. City will incorporate the management of ARC into the Community Services
Department. The Community Services Supervisor under the direction of the Assistant
City Manager will take overall lead management responsibility, with the Recreation
Supervisor overseeing all management aspects, including the preparation of financial
reports relating to the management of the ARC.
B. The Recreation Supervisor will develop and implement a program for the ongoing
maintenance and scheduling of the facility. This will incorporate a schedule for
routine repair of buildings and systems and management of staff performing
maintenance and repair work, as well as management of outside contractors hired to
perform such routine work.
Center Operating Plan Page 5
C. The Recreation Sports Coordinator and the Community Services Receptionist
under the direction of the Recreation Supervisor will be responsible for overseeing the
day-to-day rental operation of ARC. This includes room rental administration and
tenant/landlord relations. Office hours will be maintained Monday through Friday
from Sam to 5pm at the Ukiah Civic Center Annex. The Recreation Department will
track all use of the facility including classes and room rentals.
D. City will utilize qualified maintenance staff that will be responsible for carrying
out all cleaning, maintenance and repair work in accordance with the property
management plan.
E. City will employ and train two or three part-time Facility Attendants who will be
responsible for overseeing facilities use when City is not in use of the building. The
Facility Attendant(s) will have the responsibility to supervise needed equipment,
unlock and lock the facility, and be in attendance in case of emergencies.
MARKETING
Marketing of the facility will fall in line with existing marketing services used by the City of
Ukiah Community Services Department. Currently, the CS Department uses a tri-annual
publication (19,000 copies - 40 or 48 page brochures) to advertise the entire Department's
programs and activities; we also rely heavily on community press releases transmitted via
both print and broadcast media. Further marketing is secured through partnerships with
Powerhouse Media/Mendo-Lake Exchange, Family Life Magazine, Home Town Shopper,
and Ukiah Daily Journal. Additionally, marketing information is provided to local students
who receive program flyers through classroom distribution (6,000 copies - 6 to 8 times per
year) that we distribute in conjunction with large community activities as well as with the
timing of major registration periods.
FACILITY MAINTENANCE
The City shall be responsible for managing facility maintenance of the interior of the ARC
building. At all times the ARC and its equipment will be maintained in a safe, clean, and
operational manner. All staff will be responsible to assist in keeping the facility clean as part
of their daily duties, along with the regularly scheduled custodial work. On an annual basis
the City will: Operate all equipment to assure it is functioning properly. Incomplete work
and missing or non-functioning items will be duly noted and referred to a General Contractor
for resolution. Because the building is still relatively new, during the period where items may
still be under warranty, the Recreation Supervisor will contact the UVCRC Executive Officer.
In the event of any failures, malfunctions or breakage of equipment and fixtures the
Recreation Supervisor shall immediately notify the UVCRC Executive Officer of the issue.
The UVCRC will then refer the items for resolution to one of the following: The general or
sub-contractor; An outside contractor of firm recommended by the general contractor.
Center Operating Plan Page 6
Ongoing Maintenance Program
The City in conjunction with the UVCRC shall develop a long term capital improvement and
maintenance schedule which will act as a general outline for capital replacement and
maintenance.
The Recreation Supervisor shall use this schedule to prepare a five year plan for preventive
maintenance and repair of installed equipment. This work will be performed by skilled
contractors or a maintenance person who has received training in the type of services
required, including record-keeping of regular repairs and maintenance.
Routine repairs of appliances, electrical, plumbing, and heating equipment will be performed
by a maintenance person, or independent contractors as needed.
Preventive annual unit inspections shall be undertaken by a maintenance person to regularly
and consistently ascertain the condition of the ARC. Maintenance problems discovered
during these inspections shall be addressed and schedule for repair.
Preventive regular inspections and inspections of common areas and equipment shall be
undertaken by staff, and regular schedules for maintaining same shall be prepared by the
Recreation Supervisor.
Maintenance of exterior areas shall include keeping grounds free of litter, trash and paper.
Parking areas will be maintained in good repair and free from dirt and litter. Common areas
such as restrooms, lobbies, and interior corridors will be cleaned and kept free of trash and
other debris.
Tenants/Renters will be instructed to provide general upkeep of their respective areas such as
wiping counter tops, keeping areas tidy and free of food waste. Tenants/Renters will be
responsible for proper placement of rubbish in bins provided.
Extermination services will be contracted as necessary, so as to provide a high level of
sanitation and cleanliness.
SECURITY SYSTEMS
The security system for the UVCRC incorporates standards applied to other high quality
commercial projects. Specifically, the security system shall include:
Entries - Entry to the office spaces of the building and rental spaces shall be accessible by
key. Each tenant will have a set of keys to the building, as well as to the tenant/renter's
offices.
City Staff will have master keys. UVCRC staff will have a key(s) to non-office areas of the
facility. The Recreation Supervisor will be responsible for a key schedule to monitor all keys
issued.
Center Operating Plan Page 7
Lighting - Security lighting shall be provided for all entry doors, alcoves, hallways, and
adjacent outdoor areas. Security lighting will be operational from dusk until dawn.
Windows - All accessible windows will be secured on the inside with a locking device
capable of withstanding prying or wrenching.
Alarms - City shall determine whether or not to provide entry alarm systems within office or
industrial space for tenant/renter use.
The Recreation Supervisor will consult regularly with tenants/renters and agency staff to
discuss the need for any special security provisions which may arise.
INSURANCE
A. Tenant/Renter shall provide evidence of insurance as required by contract terms,
prior to occupying tenant/renter's unit. In addition to naming the tenant/renter as
primary insured, tenant/renter's insurance shall name the following as additional
insured if required by the contract terms:
1. UVCRC
2. Lender, Northern California Community Loan Fund (covered by UVCRC
Insurance policy)
3. Ukiah Unified School District
4. City of Ukiah
B. The Recreation Supervisor shall send written notice to new tenants/renters prior to
occupancy, reminding them of their insurance requirements, and informing them that
they will not be allowed to utilize the ARC until evidence of such insurance is
provided in the form of certificates of insurance showing all named insured as required
by the contract.
Center Operating Plan Page 8
BUDGETING
A. City will incorporate the ARC Annual Operations budget into the Community
Services Department Budget and will review and report as scheduled.
B. The ARC Annual Operations Budget shall be submitted for consideration, by the
Recreation Supervisor and/or Community Services Administrator, to the UVCRC
Board of Directors and the Ukiah City Council for consideration. After approval by
both the UVCRC and the City Council, these projections shall become the approved
Annual Operating Budget.
C. The City shall contribute annually to a Capital Replacement Reserve Account,
held by the UVCRC, for the ARC facility. This reserve account will be funded from
revenues generated from the annual operation of the facility by the City. It may be
supplemented with joint fundraising and grant efforts by the City and the UVCRC.
The purpose of the Capital Replacement Reserve Account is to set aside funds for
capital improvements, major repairs, and replacement that will be needed during the
life of the facility/property to maintain and support the desired functions.
Management of the Capital Reserve Account shall be the responsibility of UVCRC.
UVCRC in consultation with City will develop and review on an annual basis a 30
year projection of estimated capital needs. The funding for the account is as follows:
1. The UVCRC will initially fund the Capital Replacement Reserve Account
with at least $10,000. The City will deposit $5,000 during the fiscal year
2010-2011 followed by $12,500 in 2011 -2012. This contribution will appear
as an expense item in the approved Annual Operating Budget.
2. The city will continue Annual contributions equal to the previous year's
amount plus $2,500 (example: 2012-2013, $15,000, etc.)
3. Further contribution rates and "the cap" will be determined when the 30
year replacement schedule is established. This is a fund for replacement and
not routine normal maintenance,minor repair of systems, equipment, and
building or tenant improvements. In addition, the reserve is not to be used for
administrative or operational expenses by UVCRC or the City.
Center Operating Plan Page 9
D. Partners in the ARC shall pay a proportionate share of the budget, therefore as
revenues increase over time partner investments may decrease by that proportionate
amount. The City shall monitor expenses and report all operating records to the
UVCRC board.
1. On a quarterly basis throughout the city's fiscal year the city Recreation
Supervisor will keep the Executive Director of the UVCRC apprised of
potential revenue shortfalls or windfalls.
2. Should a shortfall be anticipated the City and the UVCRC will meet and
confer to implement measures to mitigate and address the shortfall.
3. The ARC Operating Reserve Account will be established and held by the
City to cover an operating shortfall. Duringn Fiscal Year 2010-20 11, the
Operating Reserve Account will start with a balance of $15,000, funded by the
UVCRC.
4. In the event of revenue above the approved budgeted expenses, the amount
above the budgeted expense will be deposited to the ARC Operating Reserve
Account, with interest accruing to that account. The target balance for that
account will be equal to 50% of the previous year's approved expense budget.
5. After the prescribed ARC Operating Reserve target amount is met, the
revenue above annual approved expenses will be deposited in the UVCRC
Endowment Fund. The purpose of the UVCRC Endowment fund is to
establish a significant balance in perpetuity that allows the use of a portion of
the interest income to reduce ARC operating costs as well as reduce costs to
the public for use of the facility.
6. In the first year of the management agreement the UVCRC will:
A) contribute $5,000 (five thousand dollars) to the City of Ukiah ARC Annual
Operating Budget, and, B) will fund the ARC Operating Reserve Account in
the amount of $15,000 (fifteen thousand dollars).
7. In the event of the management contract cancellation the balance of the
"ARC Operating Reserve" will be distributed in following manner: Whatever
remains of the initial $15,000 deposit will be returned to the UVCRC. Any
additional balance accrued from revenues will be distributed to the City of
Ukiah and the UVCRC in equal shares.
Center Operating Plan Page 10
ACCOUNTING, BOOKING AND REPORTING
A. Financial accounting, reports and records shall be in conformance with standard
accounting procedures, and responsive to the guidelines provided by any regulatory
agencies with reporting requirements related to the ARC/UVCRC. Accordingly, the
Management Staff will maintain accurate files of all tenant/landlord transactions,
revenues, and expenditures and prepare quarterly reports containing the following
information for the ARC:
1. General Ledger Report. This report is available to see a summary of
accounts receivable and how funds are posted to accounts.
2. Operating expenses are available through print-outs from the financial
software and presented in the quarterly & year to date comparisons.
3. Quarterly and year-to-date budget comparisons will show all accounts
receivable and accounts payable in a side-by-side comparison to the Annual
Operating Budget. This report will be updated at the end of September,
December, March and June. For each quarter, the report will be available 20
days following the close of said month.
4. A rental report will be prepared at the close of each month. The report will
include a table listing rental details such as days, times, hours, services
provided, renter, fees collected, etc. This rental report will be reviewed by the
Community Services Administrator and available to the UVCRC one month
following the close of said month.
B. The following accounts shall be established:
1. ARC General Operating Account, held by the City, into which rent,
carrying charges, room deposits and other miscellaneous income will be
deposited and from which the ARC operating expenses will be paid.
2. ARC Capital Replacement Reserve Account, held by UVCRC, is funded as
described in the "Budgeting Section". This account level will be based on a
capital improvements schedule of anticipated useful life and replacement needs
of major items.
3. ARC Operating Reserve Account, held by City, is funded as described in
the "Budgeting Section". This account will be based on the annual operating
budget.
4. A Tenant Security Deposit Account, held by the City, will hold deposit
funds.
Center Operating Plan Page 11
C. Staff shall record, track, and retain all program and accounting files which shall be
continually updated to meet the accounting and reporting needs of the City and the
UVCRC to produce a quality audit trail.
D. Staff shall maintain the ARC files and records in accordance with reporting and
accounting requirements established by City, UVCRC, and the requirements of any
other agencies administering funds contributing to the development and operation of
the ARC.
E. Vacancies and monthly rent losses will be noted and recorded in the accounting
reports summarizing monthly financial activities for the UVCRC. Such losses will
also be noted in the monthly variance reports indicating budgeted versus actual
income.
Center Operating Plan Page 12
APPENDIX A.
1. PREVENTATIVE MAINTENANCE SCHEDULE
A. Interior painting of individual units shall occur as occupancy changes, as
required by contract terms or as the City Recreation Staff may otherwise deem
necessary.
B. All items needing repair or replacement, whether reported by the tenants or
agency staff, or discovered by Management Staff, shall be recorded on a
Maintenance Work Order form by the staff or City Recreation Staff.
1. The form shall be completed in triplicate; one copy each shall be given
to the tenant/renter or agency staff person, one copy to the service
provider (Janitor or outside contractor), and one copy shall be retained by
the City Recreation Staff in a suitable ledger for follow-up as the work
proceeds.
2. The Maintenance Work Order form shall indicate the costs of labor
and materials and the City Recreation Staff shall determine any charges to
tenant or agency for damages beyond normal wear and tear. Business
Manager will bill tenants/renters or agency promptly for damages they
cause, and tenant or agency will be required to reimburse the City within
the time period stipulated in the contract or operating agreement.
3. Once the work is completed and the tenant/renter or agency staff
person has acknowledged this by signing a copy of the work order, the
ledger copy shall be placed in the permanent file assigned to the
tenant/renter's or agency's unit space.
C. Maintenance Response Schedule
1. Routine maintenance requests will be completed within 72 hours,
unless prevented by unavailability of parts, disaster, or Act of God.
2. All emergency repairs or replacements, regardless of the time of day
they occur, shall be handled promptly. Emergency needs shall be defined
as those situations posing immediate threat to the health and safety of
tenants/renters or agency staff and/or the integrity of the grounds,
buildings, and equipment, including: the interruption of services, hot or
cold running water, electricity, gas, adequate heat and plumbing; glass
breakage which deprives tenants/renters or agencies of security or heat; or
repairs that if not performed would expose them to injury. In case of an
emergency after business hours, the number to City Dispatch will be
provided.
Center Operating Plan: Appendices a
D. The City Recreation Staff will establish a system that assures tenants/renters
and agency staff will have the ability to reach an individual from the Management
Staff during all hours in the event of an emergency related to the ARC.
E. Major Projects and Capital Improvements
1. Major redecorating of common areas, exterior painting and projected
replacements to building infrastructure, heating and ventilation systems
shall be integrated into a capital improvements schedule which shall serve
as a basis for computing and establishing the ARC Capital Replacement
Reserves.
APPENDix B.
. LEASING AND OCCUPANCY
A. All recruitment and screening of tenants/renters for the ARC will be the
responsibility of the City Recreation Staff and will be handled in accordance with
policies and procedures for such activities.
B. Prior to approving a new long term rental of longer than 45 calendar days,
City Recreation Staff shall obtain and review the following:
1. Tenant/Renter Application
2. Tenant Credit Report
3. Reference
4. Copy of Tenant's bank statements from prior three months
C. City Recreation Staff shall provide a copy of the information described in
Section V.A.1. to the Director for review and approval. If the rental is to be more
than 180 day the CPO will submit it to the UVCRC for written approval.
D. Upon receiving approval from the Director and, if required, by the UVCRC,
the City Recreation Staff shall complete a contract for the new tenant/renter and
provide it to tenant/renter for review.
E. Director shall participate in any negotiations with potential tenants as deemed
necessary. Rental discounts must be pre-approved by the UVCRC
Center Operating Plan: Appendices b
F. The City Recreation Staff will send a welcoming letter to all new
tenants/renters and provide all tenants/renters with written orientation material
including general information about the property, a list of emergency numbers
and other information regarding emergency procedures.
G. The City Recreation Staff will provide all new tenants/renters with a tour of
the facilities in order to acquaint them with the physical layout of the ARC and
the location of fire alarms, fire extinguishers, and fire exits, as well as a review of
fire precautions and evacuation procedures.
H. The City Recreation Staff will meet with new tenants/renters to thoroughly
review Rules and Regulations for the ARC and each tenant/renter will be
provided with a copy of the above documents.
11. MOVE-IN PROCEDURES
A. City Recreation Staff shall conduct a walk through and orientation for all new
tenants/renters. The walk through and orientation shall include the following:
1. Inspect tenant/renter's space prior to occupancy. A checklist of the
unit's condition will be signed by both parties.
2. The location of all emergency equipment and alarms. Long term
tenants will be provided with information about procedures for locking the
facilities and keys will be provided to all tenants as appropriate.
3. Written documents explaining the use and care of the facilities and
equipment in the facility as well as maintenance and service request
procedures, security systems and emergency procedures.
4. Any signage the renter/tenant wishes to utilize will require approval of
the City Recreation Staff .
B. Tenant/Renter shall not be provided keys to tenant/renter's space until the
City Recreation Staff has received a copy of tenant/renter's certificate of
insurance showing coverage limits stipulated in tenant/renter's contract, and
additional insured named as required by rental agreement.
. MOVE-OUT PROCEDURES
A. At the time a tenant/renter moves out of the facility, the City Recreation Staff
shall conduct a walk through with the tenant/renter to identify any "Tenant/Renter
Caused Damage", the costs for which will be charged to the Tenant/Renter. City
Recreation Staff shall complete an Inspection Report and obtain the
Center Operating Plan: Appendices C
tenant/renter's signature confirming the "Post Occupancy" condition of the
premises. This inspection shall be conducted within 24 hours of a tenant/renter
vacating the space. City Recreation Staff shall also note on the Inspection Report,
items which must be repaired prior to re-leasing or renting, but which are not the
responsibility of the tenant/renter. City Recreation Staff shall schedule such work
to be completed within 5 days of tenant/renter vacating the space.
B. At the time the tenant/renter moves out of its rented space the City Recreation
Staff shall undertake the following:
C. Collect all keys to the premises which have been provided to the tenant.
D. Cancel any alarm code which has been used by the tenant and have a new
alarm code assigned to the space in question. The new alarm code shall then be
provided to the new tenant renting the vacated space.
E. Make sure that tenant/renter has had all signage removed from the building,
and if the tenant has not performed this task, then have the signage removed and
shall charge tenant/renter for the cost of such removal.
F. Make sure that the space for renting to a new tenant/renter in accordance with
the items listed in the Procedures for Vacancy Preparation and Repair.
IV. SECURITY DEPOSITS
A. Tenants/Renters shall be required to make a refundable security deposit in
accordance with the terms of their contract. The security deposits for uses longer
than 45 days shall be held in a separate account with a depository insured by an
agency of the federal government of a comparable federal deposit insurance
program. The balance of this account shall at all times equal or exceed the
aggregate of all outstanding deposits.
B. When a space has been vacated, the City Recreation Staff will perform a
move-out inspection to determine any damages to be corrected or cleaning
necessary over and above normal wear and tear, which shall be charged against
the security deposit. A tenant/renter may, but will not be required to, participate in
this inspection. The move-out inspection form will be compared to the move-in
inspection form to determine the extent of tenant/renter caused damages.
C. Within 5 days from the date of move-out, the City Recreation Staff shall
prepare a security deposit refund form indicating:
1. Security deposit on hand
2. Amount of rent or unpaid charges owing as of the date of move-out
Center Operating Plan: Appendices d
3. Amount of damage or cleaning charges to be assessed. An itemized list
of work and actual costs will be attached to the forms for repair, cleaning,
or replacement of items above normal wear and tear.
4. The balance of the security deposit after deductions for outstanding
rent, fees, charges, cleaning and damages will be refunded to the
tenant/renter with this form and itemization of costs.
D. As part of the tenant/renter orientation, tenants/renters shall receive an
explanation of the use of security deposits.
V. RENT/AGENCY FUND COLLECTION POLICIES AND PROCEDURES
A. The tenant/renter orientation information (both written and oral) for the ARC
shall address monthly rent collection policies and procedures. Such policies and
procedures shall be strict, consistent, easily understood and firmly enforced. This
information will be provided to all tenants/renters at move-in as well as to all
Management Staff.
B. The City Recreation Staff shall collect and record all rent and tenant/renter
charges and shall promptly deposit daily receipts to the appropriate account(s).
C. All monthly rents will be due and payable on the first day of the month but in
no event later than five (5) working days after the due date. Method, time and
place for payment will be made clear to the tenants/renters and will specify that
payment is to be made to City/ARC office at 1640 South State Street, Ukiah,
California either by check or money order. No cash may be accepted from
tenants/renters.
D. Tenants/renters who do not pay their rent by the tenth (10th) of the month
shall receive a three (3) day notice to pay or quit.
E. Partial monthly rent payments (except for pro-rated fees involving a mid-
month move-in date) will only be accepted in very special cases approved by the
Director.
F. Tenants/Renters having financial problems that affect payment of their
monthly rent shall be referred to the City Recreation Staff . City Recreation Staff
shall evaluate the tenant/renter's situation and determine whether to pursue some
alternative payment method with the tenant/renter in question. If the City
Recreation Staff determines that, based upon the history and actions of the tenant,
such an alternative payment plan should be considered, he/shall develop such a
plan and submit a written proposal to the Director for approval. Upon receiving
written approval of such plan from the Director, the City Recreation Staff shall
proceed to formalize and document such arrangements with tenant/renter. Until
such time as alternative payment arrangements are formalized and documented
Center Operating Plan: Appendices e
with the tenant/renter, the City Recreation Staff shall continue to follow all
policies and procedures for rent collection and eviction in the event tenant/renter
has not paid rent in full. Alternative payment plans longer than 180 days requires
LTVCRC approval.
G. Rent increases shall be anticipated in the Annual Operation Budget and
implemented in new contracts as the needs of the ARC and current market
conditions dictate. Rent increases shall be implemented in conformance with the
requirements of the contracts. The Director, in conjunction with the City
Recreation Staff shall be responsible for calculation of new rent levels and shall
be responsible for providing notice to tenant/renter of rental increase at least thirty
(30) days prior to the adjustment date as defined in tenant/renter contract or
earlier if required by the terms of the contract.
H. Should a tenant/renter cause damage to the premises in the course of his/her
occupancy, the tenant/renter will be billed for the repair of such damages when
they occur in order to avoid using the tenant/renter's security deposit for payment.
City Recreation Staff shall make the Director aware of such damage and shall
provide the Director with a copy of the invoice for repairs from the vendor and
the City Recreation Staff will send an invoice to tenant/renter. These damage
charges will appear on the tenant/renter's monthly rent ledger card and will show
as a balance due until paid in full. However, should these charges still be owed
when the tenant/renter vacates the unit, such charges will be deducted from the
security deposit refund. Remaining charges for damages in excess of the security
deposit will be recovered by referring the case to an attorney or professional
collection service.
1. Tenants/Renters will be charged for tenant/renter-caused or tenant/renter-
requested replacements and repairs. Charges for these items will be at a rate
which does not exceed the actual cost paid for labor and materials.
J. A service fee of $25.00 will be charged for returned checks. Following the
occasion of two (2) checks being returned by the bank, rent payment by cashier's
check or money order will be required. Legal costs incurred in pursuing
collections of fees and/or eviction procedures shall be shall be paid out of the
General Operating Account and repayment by tenant/renter shall be pursued in
accordance with tenant/renter's lease.
K. City Recreation Staff shall maintain a "Monthly Rent Roll" for each the ARC,
regularly updated, indicating unit space, name of tenant/renter or agency
occupying space, principals of tenant/renter's business, contract commencement
and expirations dates, rent amount, other monthly charges, and current payment
status for each of the units in the commercial properties.
L. Payment of rent from a tenant/renter for whom eviction proceedings have
been instituted shall be accepted only under the terms and conditions advised by
Center Operating Plan: Appendices
the attorney handling such eviction proceedings and acceptance of such rent must
be approved by the Director.
VI. CONTRACTS AND DISBURSEMENTS
A. Standard City purchasing and accounts payable requirements shall apply.
VI 1. TENANT/RENTER RELATIONS
A. Relations between property management and tenants/renters or agency staff,
shall be based on a policy of cooperation and communication. Occupants of the
ARC shall be encouraged to understand that their involvement is important and
therefore their ideas, priorities, suggestions and concerns, are both sought and
valued. The City Recreation Staff shall work closely with the tenants/renters and
staff and shall enlist their support and participation in the following areas:
B. Problem Solving: City Recreation Staff shall solicit tenant/renter participation
in solving problems generated by other tenants/renters, such as excessive noise or
other disturbances. City Recreation Staff will encourage tenants/renters to act as
a cohesive body to see that policies affecting the community as a whole are
enforced. Tenants/Renters with a complaint against one another may present their
situations to the City Recreation Staff who can work directly with tenants/renters.
C. Ongoing Communication: Tenants/Renters and staff shall be encouraged to
offer suggestions to the Management Staff in a variety of areas of concern, such
as security, maintenance, and operations. Tenant/Renter and agency staff
involvement in planning can result in more relevant, sensitive and effective
management policies and also recognizes the principle that "participation brings
commitment." City Recreation Staff shall schedule periodic meetings with
tenants/renters to encourage tenant/renter involvement in the development of
effective policies and procedures.
D. Tenants/Renters will be provided copies of the Rules and Regulations and
other materials pertaining to policies governing their occupancy in the ARC.
Management Staff will provide the tenants/rentals and agency staff with a list of
emergency numbers, as well as the phone number of the management office and
back-up information in the event of emergencies when the office is closed.
Tenants/Renters and agency staff will also receive information about energy
conservation and what each tenant can do to reduce energy waste, along with
information about recycling office materials.
E. A copy of the Emergency Response Plan which has been developed for the
ARC will be provided to all tenants/renters. This plan is designed to maximize the
health and safety of the tenants/renters or agency staff in the event of an
emergency such as a fire, earthquake, mudslide, or power outage. The plan will be
distributed to all tenants/renters and agency departments at the time of initial
Center Operating Plan: Appendices 9
occupancy and periodic drills may be scheduled to give occupants the opportunity
to practice their response to an emergency situation.
VI I I . CONTRACT ADMINISTRATION
A. The City Recreation Staff will keep a "Tickler File" with the contract
termination date, or anniversary of the commencement date for all tenants/renters
and for contracts in which City is contracted.
B. Ninety (90) days prior to a tenant/renter's contract termination date, City
Recreation Staff shall notify the Director of such upcoming termination date.
Upon such notification, the Director shall review tenant/renter status and shall
instruct City Recreation Staff to proceed with negotiations to renew contract, or
to pursue other activities.
C. Sixty (60) days prior to a tenant/renter's contract termination date, City
Recreation Staff will send a letter to the tenant/renter, advising tenant/renter of its
impending contract termination date and outlining options for requesting a
renewal, or in the absence of such a request, the policies and procedures for
move-out.
IX. EVICTION PROCEDURES
A. The City Recreation Staff shall enforce the terms of each tenant/renter
contract as they apply to eviction policies and procedures.
B. Cases involving nonpayment of rent shall be handled as follows:
1. As stated above in Section V.F., tenants/renters having financial
problems that affect payment of their rent or other charges shall be
referred to the City Recreation Staff for consideration of its problems.
Any rent payment workouts resulting from the above will be in writing
and signed by Director and the tenant/renter. Such documentation will
become part of the tenant/renter's permanent file.
2. Notwithstanding the above, tenants/renters who do not pay their rent
by the tenth (I Oth) of the month shall receive a three (3) day notice to pay
or quit. Such notice shall be in accordance with the California Code of
Civil Procedures. If the tenant/renter does not comply with such notice and
Management Staff is unable to work out a suitable payment program with
the tenant/renter, an unlawful detainer action will be filed and the matter
will be referred to a professional eviction service or attorney specializing
in this area of the law.
3. If the rent and other charges are paid in full during the eviction
process, City will have the option to continue eviction proceedings to
Center Operating Plan: Appendices h
completion, or to reinstate tenancy, and the Director shall notify City
Recreation Staff of such decision, so that City Recreation Staff may take
appropriate action.
C. Cases involving a violation of the contract, including Rules and Regulations
shall be handled as follows:
1. City Recreation Staff will keep tenants/renters and agency staff
advised, through memo's, reminders or written warning notices, of
policies in place at the commercial properties. City Recreation Staff will
work with tenants/renters and agency staff and enlist their support as
required to prevent recurrent violations. Tenant/renter evictions will take
place as a last resort.
2. Tenants/renters shall receive written notice of minor infractions of the
contract, including Rules and Regulations. The initial notice shall advise
tenants/renters that such infractions are violations of the contract. Upon
issuance of the third warning notice of the same violation, City Recreation
Staff will issue a 30-day notice of Intent to Terminate Tenancy.
D. Any notice of termination or eviction shall contain a statement of the facts
constituting the cause of the termination or eviction and a statement of the
tenant/renter's rights under the adopted Grievance Procedure.
E. Tenant/Renter complaints shall be processed according to the adopted
Grievance Procedure. This procedure allows for both informal and formal
hearings, while not waiving the rights of either the tenant/renter or management to
any judicial resolution of the matter.
F. Tenants/Renters in violation of the contract will be subject to the eviction
procedures as described above.
Center Operating Plan: Appendices i
JkWit -8
SECOND ADDENDUM TO AGREEMENT
FOR THE CONSTRUCTION, OPERATION, MAINTENANCEOF A GYMNASIUM
BY AND BETWEEN
THE UKIAH UNIFIED SCHOOL DISTRICT
AND
UKIAH VALLEY CULTURAL AND RECREATIONAL CENTER
Paragraph 5 is amended to read as follows:
5. District Use of Property.
A. DISTRICT shall have exclusive use of the gymnasium the first week of the regular instructional
school year through the last week of the regular instructional school year, Monday through Friday
(excluding school calendar holidays), during the normal instructional hours of Grace Hudson Elementary
School or until 3:30 p.m., whichever is earlier.
B. Subject to mutual agreement by DISTRICT and UVCRC, the District shall be entitled to
additional gymnasium usage up to 20 hours per month, Monday through Friday (excluding school
calendar holidays), and shall designate prior to the first of August each year which hours it intends to
use during the regular instructional year .
C. District shall be entitled to a "right of first refusal" should UVCRC desire to schedule other
uses in the gymnasium during the District's designated time.
D. UVCRC and DISTRICT staffs may negotiate an adjustment to the District's hours as desired to
promote the best and highest use of facilities by the community.
E. During the school hours, the safety of the students under the control of Ukiah Unified School
District staff will be protected under the guidelines of the District's and site's "Safe School Plan."
Paragraph 7 is amended to read as follows:
7. Utilities. UVCRC shall pay all costs for water, gas, electricity, and commercial waste removal as shown
by metered system separate from school facilities. To the extent that separate metering for electricity
shall be impractical, UVCRC shall calculate its electric usage based on a mutually agreed formula taking
into account its use of square footage and the time District is not in control of the facility, and
commencing January 1, 2010, shall pay to DISTRICT on a monthly basis, or as billed, its proportional
share of the electricity metered solely to DISTRICT for the use of the building.
Paragraph 20 is amended to read as follows:
20. Indemnity. UVCRC agrees to defend, indemnify and save DISTRICT its agents and employees
harmless from any and all liability, claims, damages or injuries to any person caused by the independent
acts of UVCRC, its agents and employees in connection with the performance of this Agreement and the
use of the subject parcels. DISTRICT agrees to defend, indemnify and save UVCRC its agents and
employees harmless from any and all liability, claims, damages or injuries to any person caused by the
independent acts of DISTRICT, its agents and employees in connection with the performance of this
Agreement and the use of the subject parcels. Should liability, claims, damages or injuries be caused by
fault that is partially attributable to DISTRICT, its agents and employees and partially attributable to
UVCRC, its agents and employees, then each entity shall bear several liability in proportion to its actual
degree of fault as determined by a trier of fact.
In all other respects, the Agreement shall remain in force as previously agreed to.
IN WITNESS WHEREOF, this agreement is executed by the UVCRC acting by and through its Board of
Directors and by the Ukiah Unified School District of Mendocino County, California, acting by and
through its Superintendent pursuant to a Resolution of its Board of Education authorizing the
Superintendent to execute this Addendum.
UKIAH VALLEY CULTURAL & RECREATIONAL UKIAH UNIFIED SCHOOL DISTRICT
CENTER (non-profit public benefit corporation)
By:
Marvin Trotter
President, UVCRC
Bv:
Lois Nash, Ed.D.
Superintendent, UUSD
Dated: Dated:
Exhibit C - UVCRC reserved uses of the Alex Rorabaugh Center
1. The UVCRC will have the use of the ARC community center rooms and the gymnasium
for no charge when other uses are not scheduled. These UVCRC uses will be scheduled
in advance with the ARC manager. The UVCRC will work with the ARC manager to
change UVCRC's scheduled uses if another revenue generating use could be
accommodated by doing so.
2. Meeting space will be reserved for the UVCRC Board on the 2nd Thursday of each month
from 11 A.M. - 2:30 P.M.. Other meetings of the UVCRC board and its committees will
be accommodated at the ARC.
3. The UVCRC may reserve up to 52 hours of continuous use of the gymnasium up to 4
times per year at no charge for promotional and fundraising activities of the UVCRC.
SUBLEASE AGREEMENT
This sublease agreement is entered into on February 152011, between the City
of Ukiah ("City"), a general law municipal corporation, having its principal place of
business at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, California, on
behalf of and as the agent for Ukiah Valley Cultural and Recreation Center
("Sublessor") and the Boys & Girls Club of Ukiah ("Sublessee"), a non-profit,
public benefit corporation organized under the laws of the State of California,
having its principal place of business at 1640 S. State St, Ukiah, Mendocino
County, California.
The Sublessor leases the premises located at 1640 S. State Street, Mendocino
County, California ("Alex Rorabaugh Center") from the Ukiah Unified School
District under an Agreement for the Construction, Operation, Maintenance of A
Gymnasium by and between the Ukiah Unified School District and Ukiah Valley
Cultural And Recreational Center, March 30, 2010 ("Lease Agreement"). This
sublease shall comply with all applicable provisions of the Lease Agreement. In
any conflict between the provisions of this sublease and the Lease Agreement,
the provisions of the Lease Agreement shall prevail.
The City is authorized by its Management Agreement with Subleassor to
negotiate and enter sublease agreements for all or part of the Alex Rorabaugh
Center. When the Sublessor or Sublessee is authorized or required to give or
receive notice or payment or perform an act under the terms of this Sublease, the
City shall give or receive that notice or payment or perform that act on behalf of
Sublessor.
SECTION ONE
DESCRIPTION OF PREMISES
Sublessor subleases to Sublessee a portion of the Alex Rorabaugh Center ("the
Leased Premises") that portion being more particularly described in paragraph 4
of Attachment A, which is attached hereto and incorporated herein. As stated in
said paragraph portions of the building described therein are subleased to
Sublessee for its exclusive or non-exclusive use during prescribed days and
hours. These areas are part of the Leased Premises during those days and
hours, but not at other times, unless otherwise agreed in writing. The
Gymnasium is not complete and is not currently available for use by the
Sublessee and is not included in the term "Leased Premises." When the
Gymnasium has been completed and accepted for occupancy and use by
Sublessor, it will give Sublessee written notice of such acceptance and
availability for use. The notice shall contain a space for Sublessee to sign as
acknowledging receipt of the notice and of Sublessee's inspection and approval
thereof. Upon execution of the notice by Sublessee, the Leased Premises will
include the Gymnasium to which Sublessee will thereafter have access in
accordance with paragraph 4.K of Attachment A.
Page 1 of 10
SECTION TWO
TERM
The term of this sublease shall commence on February 15, 2011 and terminate
at midnight on February 14, 2013, unless earlier terminated as provided in other
provisions of this sublease or extended as provided in this Section Two.
The term of this sublease shall be two (2) years, provided, however, that within
60 days after the end of the first year of the two year term, the parties shall
review their experience during that first year. Upon completion of that review,
either party shall have the option to notify the other party that it will not extend the
lease beyond the two year term and the lease shall terminate on February 14,
2013 . If neither party gives notice as provided in this paragraph after the parties
have conducted the one year review, this sublease may be extended on the
same terms for an additional five years.
The extended lease term shall be subject to a review within a reasonable time
after the fourth year of the extended term. Both parties may agree to extend the
lease for an additional five year term.
SECTION THREE
RENT
A. During the initial 24 month sublease, rent for the Leased Premises shall be
$2,000 per month until the Leased Premises includes the gymnasium, when the
rent will increase to $2,500 per month. Rent payments under this lease include
the cost of utilities which will be furnished by Sublessor. If the gymnasium
becomes part of the Leased Premises after the first of the month, rent for that
month will be pro-rated based on the number of days in that month.
After the initial 24 month sublease, rent will not increase by more than five
percent (5%) annually.
Rent is due on or before the first day of each month and shall be considered
delinquent, if not received by Sublessor by the tenth day of the month.
"Received" means physical delivery of cash or a check, made payable to the City
of Ukiah, to 411 West Clay Street, unless the check is returned for insufficient
funds, in which event "received" will mean credit in immediately available funds to
the City of Ukiah's bank account of funds paid or transferred by Sublessee. The
parties may agree to electronic funds transfer in which event "received" means
credit of immediately available funds to the City of Ukiah's bank account.
B. If rent due under this paragraph is delinquent, Sublessee shall pay Sublessor
a late fee of 10% of the monthly rent. Rent that remains delinquent for 30 days or
more shall be subject to interest at the monthly rate of 1.5% on the unpaid
balance, until paid in full. Late fees and interest shall be considered part of the
rent due hereunder. Their imposition is in addition to any other remedies
Sublessor may have in law or in equity for Sublessee's failure to pay rent when
Page 2 of 10
due under the terms of this Lease, including, but not limited to, termination of the
sublease. Failure to cure a rent delinquency within 45 days of the date the rent
become delinquent shall furnish grounds to terminate this lease.
C. SECTION FOUR
USE OF PREMISES
Sublessee shall use the Leased Premises in accordance with the requirements
set forth in Attachment A, paragraphs 1-5 and not at any other day or time or for
any other purpose without the prior written consent of Sublessor.
SECTION FIVE
RESTRICTIONS ON USE
A. Sublessee shall not use the Leased Premises in any manner that will
increase the risks covered by insurance on the Leased Premises or result in
an increase in the rate of insurance or a cancellation of any insurance policy,
even if such use may be in furtherance of Sublessee's business purposes.
B. Sublessee shall not keep, use, or sell anything prohibited by any policy of
fire insurance covering the Leased Premises, and shall comply with all
requirements of the insurers applicable to the Leased Premises necessary to
keep in force the fire and liability insurance.
SECTION SIX
WASTE, NUISANCE, OR UNLAWFUL ACTIVITY
Sublessee shall not allow any waste or any public or private nuisance on the
Leased Premises, or use or allow the Leased Premises to be used for any
unlawful purpose, in violation of any applicable, statue, regulation, ordinance or
rule, or in a manner that disturbes the peaceful enjoyment of other tenants or
users of the Alex Rorabaugh Center or Grace Carpenter Hudson School..
SECTION SEVEN
DELAY IN DELIVERING POSSESSION
This lease agreement shall not be rendered void or voidable by the inability of
Sublessor to deliver possession to Sublessee on the date set forth in Section
Two. Sublessor shall not be liable to Sublessee for any loss or damage suffered
by reason of such a delay. No extension of this lease agreement shall result from
a delay in delivering possession.
Page 3 of 10
SECTION EIGHT
REPAIRS AND MAINTENANCE
Routine cleaning and maintenance shall be performed by Sublessor and
Sublesee as specificed in paragraph 4 of Attachment A. Sublessor shall be
responsible for maintenance or repairs not covered by paragraph 4, except for
repairs to damage caused by Sublessee or its invitees, which shall be the
responsibility of Sublessee. Notwithstanding Section Sixteen, a party responsible
for a maintenance or repair activity will be in breach of the sublease, if it fails to
perform the required maintenance or repair or to adequately warn of the
condition and subsequently perform the maintenance and repair within the time
required to avoid a dangerous condition of the Leased Premises.
SECTION NINE
DELIVERY, ACCEPTANCE, AND SURRENDER OF PREMISES
A. Sublessee has had an adequate opportunity to inspect the Leased
Premises and satisfy itself that prior to Sublessee's occupation and use
thereof, the Leased Premises are in a safe and satisfactory condition for
Sublesee's intended use thereof. Sublessee has not relied upon any
representation or warranty of Sublessor, the City of Ukiah or Ukiah Unified
School District about the condition of the Leased Premises and accepts the
Leased Premises in its AS IS condition. Acceptance of the Leased Premises
by Sublessee shall be construed as recognition that the Leased Premises are
in a good state of repair and in sanitary condition.
B. Sublessee shall surrender the Leased Premises at the end of the
sublease term, or any renewal of such term, in the same condition as when
Sublessee took possession, allowing for reasonable use and wear, and
damage by acts of God, including fires and storms. Before delivery, Sublessee
shall remove all business signs placed on the Leased Premises by Sublessee
and restore the portion of the Leased Premises on which they were placed in
the same condition as when received.
SECTION TEN
PARTIAL DESTRUCTION OF PREMISES
Partial destruction of the Leased Premises shall not render this sublease void
or voidable, nor terminate it except as specifically provided herein. If the
Leased Premises are partially destroyed in a manner that adversely affects
Sublessee's ability to use and occupy the Leased Premises, it shall be entitled
to an abatement of rent based on the percentage of use curtailed by the
damage. If the space is not restored to a satisfactory condition within 120
days, either party may, but neither party is required to, terminate the sublease.
Page 4 of 10
SECTION ELEVEN
ENTRY ON PREMISES BY SUBLESSOR
C. Sublessor reserves the right to enter at any time upon the Leased
Premises in connection with its management of the Alex Rorabaugh Center,
including those portions of the Leased Premises subject to Sublessee's
exclusive and non-exclusive use and to inspect them, except that Sublessor
shall give Sublessee 48 hours prior notice before it enters the premises to
perform required, non-emergency maintenance and repairs, or to make
additions, alterations, or modifications to any part of the building in which the
Leased Premises are located, and Sublessee shall permit Sublessor to do so.
Sublessor may erect scaffolding, fences, and similar structures, post relevant
notices, and place moveable equipment in connection with making alterations,
additions, or repairs, all without incurring liability to Sublessee for disturbance
of quiet enjoyment of the Leased Premises, or loss of occupation of the
Leased Premises.
SECTION TWELVE
SIGNS, AWNINGS, AND MARQUEES INSTALLED BY SUBLESSEE
A. Except as stated in paragraph 2 of Attachment A, Sublessee shall not
construct or place signs, awnings, marquees, or other structures projecting
from or on the exterior of the Leased Premises without the prior written
consent of Sublessor. Sublessee shall remove signs, displays, advertisements,
or decorations it has placed on the premises that, in the opinion of Sublessor,
are offensive or otherwise objectionable. If Sublessee fails to remove such
signs, displays, advertisements, or decorations within 10 days after receiving
written notice from Sublessor to remove them, Sublessor reserves the right to
enter the Leased Premises and remove them at the expense of Sublessee.
B. The primary signage for the facility will be "Alex Rorabaugh Center."
SECTION THIRTEEN
NONLIABILITY OF SUBLESSOR FOR DAMAGES
Sublessor shall not be liable for damage claims for injury to persons or property
from any cause relating to the occupancy of the Leased Premises by Sublessee,
including those arising out of damages or losses occurring on sidewalks and
other areas adjacent to the Leased Premises. Sublessee shall indemnify, defend,
and hold harmless the Sublessor, City of Ukiah and Ukiah Unified School District
and their officers, officials, and employees from and against any and all liability,
loss, damage, expense, costs (including without limitation costs and fees of
litigation) of every nature arising out of Sublessee's occupation and use of the
Leased Premises, including the condition of the Leased Premises.
Page 5 of 10
SECTION FOURTEEN
LIABILITY INSURANCE
Sublessee shall comply with the insurance requirements in Attachment B,
attached hereto and incorporated herein.
SECTION FIFTEEN
ASSIGNMENT, SUBLEASE, OR LICENSE
A. It is the intent of both parties that the Alex Rorabaugh Center will be available
to the public, non-profit organizations and others for rental use. The Sublessor
may rent portions of the Leased Premises not designated for Sublessee's
exclusive use and all or any portion of the Center which are not part of the
Leased Premises without notice to or consent of Sublessee. Sublessor agrees to
operate, manage and coordinate all programs, activities and events occurring at
the Alex Rorabaugh Center consistent with the Center's overall mission and
purpose.
B. Sublessee shall not assign, sublease or rent the Leased Premises, or any
right or privilege connected with the Leased Premises, or allow any other person
except invitees, agents and employees of Sublessee to occupy the Leased
Premises or any part of the Leased Premises without first obtaining the written
consent of Sublessor. Consent by Sublessor shall not be consent to a
subsequent assignment, sublease, or occupation by other persons.
C. An unauthorized assignment, sublease, or license to occupy by Sublessee
shall be void and shall terminate this sublease agreement at the option of
Sublessor.
D. The interest of Sublessee in this sublease is not assignable by operation of
law without the written consent of Sublessor.
E. If City terminates its Management Agreement with Subleassor and ceases to
perform as its agent, this sublease shall continue in effect between Sublessor
and Sublessee.
SECTION SIXTEEN
BREACH
A. Any material breach of this lease constitutes a breach and any action taken or
suffered by Sublessee as a debtor under any insolvency or bankruptcy laws,
including the filing of a voluntary or involuntary petition in the United States
bankruptcy court, any assignment for the benefit of creditors or the appointment
of a receiver or any failure to perform in compliance with this sublease shall
constitute a material breach of this sublease. In such event, Sublessor shall
have the right to terminate this sublease and retake possession of the Leased
Premises and any improvements thereon. Alternatively, if Sublessee successfully
Page 6 of 10
petitions a bankruptcy court under 11 U.S.C. §365, or any successor statute, to
assume this sublease as an executory contract or lease, the parties agree that
the rent hereunder shall immediately increase to its fair rental value, which shall
be based on comparable square footage of high quality commercial property.
Except for failure to pay rent, Sublessee shall have 45 days after receipt of
written notice from Sublessor of any breach to correct the conditions specified in
the notice. If the corrections cannot be made within the 30 day period, Sublessee
shall have a reasonable time to correct the default if action is commenced by
Sublessee within 10 days after receipt of the notice and Sublessee diligently
pursues to completion the actions required to cure the breach.
B. In the case the breach is of the insurance requirements set forth in Section
Fourteen, the Sublessee will immediately cease operations until the Sublessor
excises its right in Section Fourteen or the Sublessee furnishes to the satisfaction
of the Sublessor reasonable proof of insurance coverage in accordance with
Section Fourteen.
SECTION SEVENTEEN
REMEDIES OF SUBLESSOR FOR BREACH BY SUBLESSEE
Sublessor shall have the following remedies in addition to its other rights and
remedies in the event Sublessee breaches this sublease and fails to make
corrections as set forth in Section Sixteen:
A. Sublessor may terminate this sublease, in which event Sublessee shall
immediately vacate the Leased Premises. If Sublessor is guilty of unlawful
detainer as provided in California Code of Civil Procedure Section 1161,
Sublessor may bring an action to recover possession and, at its option, declare
of forfeiture of the sublease.
B. Upon termination, Sublessor may recover from Sublessee all damages
proximately resulting from the breach, including, but not limited to, the cost of
recovering the Leased Premises and the balance of the rent payments
remaining due and unpaid under this sublease agreement.
C. After reentering, Sublessor may relet the Leased Premises or any part of
the Leased Premises for any term without terminating this sublease, at such
rent and on such terms as it may choose. Sublessor may make alterations and
repairs to the Leased Premises.
D. In addition to Sublessee's liability to Sublessor for breach of this
sublease, Sublessee shall be liable for all expenses for repairs made, and for
the difference between the rent received by Sublessor under the new lease
agreement and the rent installments that were due for the same period under
this sublease.
E. Sublessor, at its option, shall have the right to apply the rent received
from reletting the premises (a) to reduce Sublessee's indebtedness to
Page 7 of 10
Sublessor under this agreement, not including indebtedness for rent, (b) to
expenses of repairs made, (c) to rent due under this lease agreement, or (d) to
payment of future rent under this lease agreement as it becomes due.
SECTION EIGHTEEN
ATTORNEY'S FEES
In the event that either party commences litigation against the other to enforce
any provision or terms of this Agreement, the prevailing party in said litigation
shall be entitled to recover all attorneys' fees, costs, and expenses incurred in
connection with the litigation, all fees to be fixed by the court.
SECTION NINETEEN
WAIVERS
Waiver by Sublessor of any breach of any covenant or duty of Sublessee under
this sublease is not a waiver of a breach of any other covenant or duty of
Sublessee, or of any subsequent breach of the same covenant or duty.
SECTION TWENTY
DISPUTES
The parties agree that the law of the State of California shall be used in
interpreting this Agreement and will govern all disputes under this Agreement
and will determine all rights thereunder. Venue shall be in Mendocino County.
Both parties agree to resolve disputes, except for non-payment of rent, at an
informal level and to pursue mediation where they are not able to resolve the
dispute informally. Either party may request informal dispute resolution and/or
mediation by written notice to the other party. If any dispute is not resolved
informally or by mediation within 30 days after a party gives notice pursuant to
this Section, the parties may exercise any or all remedies available at law or in
equity for a material breach of this sublease.
SECTION TWENTY ONE
ENTIRE AGREEMENT
This sublease agreement, including Attachments A and B, shall constitute the
entire agreement between the parties concerning Sublessee's occupation and
use of the Leased Premises. Any prior understanding or representation of any
kind preceding the date of this sublease agreement shall not be binding upon
either party except to the extent incorporated in this agreement.
Page 8 of 10
SECTION TWENTY TWO
MODIFICATION OF AGREEMENT
This agreement may only be modified by a writing approved by both parties and
signed by authorized representatives of the parties.
SECTION TWENTY THREE
NOTICES
All notices, demands, other writings, or payments required or permitted by this
agreement shall be given, by either party to the other, and delivered personally,
by fax with acknowledgment of reciept, or by U.S. Mail with proper first class
postage affixed thereto. Notices shall be deemed given when received or 24
hours after deposited in the mail and addressed as follows:
To Sublessor: City of Ukiah, 300 Seminary Dr., Ukiah, CA 95482. FAX: 463-6204
To Sublessee: Boys & Girls Clubs of Ukiah, POB 67, 1640 South State St.,
Ukiah, CA 95482. FAX:
The address or fax number to which any notice, demand, or other writing may be
given or made or sent to any party as above provided may be changed by written
notice given by such party as above provided.
SECTION TWENTY FOUR
BINDING EFFECT
This lease agreement shall bind and inure to the benefit of the respective heirs,
personal representatives, successors, and assigns of the parties
SECTION TWENTY FIVE
TIME OF THE ESSENCE
It is specifically declared and agreed that time is of the essence of this sublease.
SECTION TWENTY SIX
PARAGRAPH HEADINGS
The titles to the paragraphs of this lease agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify, or
aid in the interpretation of the provisions of this lease agreement.
In witness, each party to this sublease has caused it to be executed at Ukiah, CA
on the date indicated below.
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Jarr~°es Goltz, President, Boys & Girls Club of Ukiah bate
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Janp(ghambers, City Manager, City of Ukiah
c~
Marvin Trot er, Presi , UVCRC
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Date
.0
Date
Attachment A to
Sublease Agreement between UVCRC and BGCU
1. Improvements to ARC Facility for transitioning the use of space:
• Move glass wall to open-up the hallway and access to offices/small
conference room the new wall will be located just north of the third office.
• Identified storage and appropriate locks/keys for all users including BGCU
• Improve restrooms in multipurpose room to include stalls and remove door
locks within 30 days of the new lease. Improvements will conform to
handicap access laws.
• Install outdoor display case for tenants at the entry to the ARC. Schedule of
completion to be agreed upon with the City and BGCU.
• Install uniform bulletin boards in the lobby area and remove all signage that
is not uniform.
• Improve signage on the exterior of the facility to brand the building "Alex
Rorabaugh Center: Home of: BGCU, City, BBBS, etc."
• The BGCU will be allowed reasonable individual signage utilizing their logo
as required by the rules of the National Organization.
• The location and size of all signage will be approved by the City and the
UVCRC.
• All signage will be compliant with local ordinances.
• All work to be done outside of BGCU programming hours when feasible to
not interfere with programs being offered.
• BGCU will be notified as far in advance as possible when improvement
activity is to occur.
• Improvements listed except for BGCU signage will be furnished by the City
and the UVCRC.
2. Welcoming and directing traffic.
• The tenants who occupy the front offices will be responsible for directing
traffic in the lobby/foyer and reception area from 8am-3P.M. weekdays.
• BGCU will utilize the reception area during programs hours and assist in
directing traffic during program hours.
• Alternate dates/times/holidays at the facility will be scheduled appropriately
to provide adequate coverage in the lobby/foyer.
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3. Scheduling
• Scheduling of the gymnasium will be a joint effort between the City, BGCU,
and the UUSD.
• Scheduling of the community center will be the responsibility of the City in
consultation with the BGCU.
• The UUSD will provide a schedule to the city once a year, at the beginning of
the school year.
• The City and BGCU will meet seasonally to create a schedule of use.
• The City and the BGCU agree to use flexible scheduling to achieve the best
use of the facility.
4. Use of Facilities for BGCU
Boys & Girls Club of Ukiah will have exclusive use of following space(s)
during operational hours which are: each weekday directly after school
(various times in accordance with early out days for public and private
school release times) until 6:30 p.m. Additionally BGCU will have these
spaces during ALL school break days from 7:30 A.M. - 5:30 P.M. Monday
through Friday on days it offers programming to its members.
The Boys & Girls Club will notify the City as far in advance as possible days it
will not be having programming at the ARC.
Additional programming times to be provided for other BGCU programs such
as parents' night out and teen night out.
A. Office Space
• 2 offices behind the "games counter" dedicated for BGCU (H5 & H6). BGCU
will move out of the front offices (H13, H14, & H15) into the 2 offices behind the
"games" counter, and office three (H22) in the hall.
• The UVCRC will move the existing glass wall (south of the three small offices)
or replace it just north of the third office (H22).
• Due to privacy issues, BGCU will be 100% responsible for routine janitorial in
offices.
• City will provide building maintenance in the office areas (H5, H6 & H22).
B. Shared Counter Space in Games Room (H1)
• Use of "games counter" during program hours with 50% dedicated storage
cabinets under counter, with new locks provided by ARC and keyed for BGCU
• Wall Space and Signage in this space is monitored/authorized by City with a
priority to BGCU. As a paying tenant the BGCU will have control over the
wallspace in its exclusively rented area within any constraints imposed by
broadly applied City or County regulation or ordinances.
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C. Shared Counter Space in Lobby/Foyer (H12)
• Use of counter during program hours with 50% dedicated storage cabinets
under counter, with new locks provided by ARC and keyed for BGCU.
• Wall Space and Signage in this space is monitored/authorized by City.
Each tenant/partner agency at the ARC facility will be assigned 1 framed
bulletin board in the Lobby area (H12). BGCU will have a dedicated bulletin
board to post program information near the reception area.
D. Games/Multipurpose Room (H1)
• Dedicated use of games room (1-11) during BGCU program hours.
• The City will strive to rent the "front area" space (large [H11A & H 1113] and
small conference room [H7]) whenever possible.
• The City may rent BGCU utilized space before or after BGCU program hours,
but only if other suitable areas are not available.
• BGCU equipment in this area will be inventoried and maintained by BGCU;
the area should be tidy and secure to allow for shared use of the floor-space
during non-program hours.
• Any equipment or furnishings that remain in shared areas will be subject to
shared uses by other users of the ARC unless otherwise agreed to by the City
and the BGCU.
• BGCU is responsible for daily cleaning such as wiping down counters, picking
up lose garbage and so forth, vacuuming daily at the end of the program day.
• Routine janitorial will be provided by City (sanitizing and deep cleaning).
E. Bathrooms (west of H1)
• BGCU will have dedicated use of 2 bathrooms west of the Games room during
program hours. These bathrooms will be available to other users during non
BGCU program hours.
• UVCRC will modify these restrooms to include stalls and remove door locks
within 90 days of the new lease.
• Any modifications to the bathrooms will conform to handicap access
regulations.
• BGCU is responsible for daily cleaning such as wiping down counters, picking
up lose garbage and so forth.
• Routine janitorial will be provided by City (sanitizing and deep cleaning).
F. Music Room (H30)
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• Dedicated use of this room during program hours.
• Equipment in this area should be tidy and secure to allow for shared use.
• BGCU is responsible for daily cleaning such as wiping down counters, picking
up lose garbage and so forth.
• Routine janitorial will be provided by City (sanitizing and deep cleaning).
G. Library Room (H29)
• Dedicated use of this room during program hours.
• Equipment in this area should be tidy and secure to allow for shared use.
• Equipment in this area will be inventoried and maintained by BGCU.
• BGCU is responsible for daily cleaning such as wiping down counters, picking
up lose garbage and so forth.
• City will assist with building maintenance such as doors, locks, etc. in this
area.
H. Children Room (H23)
• Dedicated use of this room during program hours.
• Equipment in this area should be tidy and secure to allow for shared use.
• BGCU is responsible for daily cleaning such as wiping down counters, picking
up lose garbage and so forth.
• Routine janitorial will be provided by City (sanitizing and deep cleaning).
L Arts & Crafts Room (H2)
• Dedicated use of this room during program hours.
• The BGCU refrigerator and cooking supplies will be in this room to guarantee
that BGCU can have access to snacks during program hours.
• 40% dedicated storage cabinets, with new locks provided by ARC and keyed
for BGCU.
• Equipment in this area should be tidy and secure to allow for shared use.
• BGCU is responsible for daily cleaning such as wiping down counters, picking
up lose garbage and so forth.
• Routine janitorial will be provided by City (sanitizing and deep cleaning).
J. Computer Room (H3)
BGCU will have exclusive use of this room unless agreed to otherwise. BGCU
will use the computer room before and after program hours to secure any
items they choose.
Equipment in this area will be inventoried and maintained by BGCU.
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• BGCU is responsible for daily cleaning such as wiping down counters, picking
up lose garbage and so forth.
• Due to privacy issues, BGCU will be 100% responsible for routine janitorial in
this room.
K. Gymnasium (when completed and available for use)
• During the school year the BGCU has a minimum of 5 hours per week or 20
hours per month of gym use.
• Target times for BGCU's use during the school year are between 3:30-5:00
P.M..
• During summer and holiday times the BGCU has a minimum of 2 hours a day
or 40 hours per month of gym use.
Target times during the summer and holiday times are 2:30-5:30 P.M..
• By arrangement with the city, the BGCU will have access to the gym if it was
not scheduled for use by any other use.
• If at any time there is a shared use of the gym it will be scheduled with
activities of compatible use.
• The ARC will explore options for dividers in the gym.
• A minimum of a one-week notice will be given by the City if a schedule
change is needed.
• BGCU will have periodic use for evening programs if not previously
scheduled.
• Reasonable storage for equipment to be used in the gym will be made
available when gym is operational.
• BGCU will prioritize using the outside playground area before gym area to
reduce utility costs.
L. Small Conference Room (H7), Large Conference Room (H] ]A & HI 1B)
& Kitchen (HIO)
• The goal is for the City to schedule paying rentals into the conference rooms
or find partnering agencies to provide programs and services.
• BGCU use in these areas will be authorized as space and scheduling allows.
• Access to the kitchen when BGCU full day programs are in session will be a
priority.
• When a rental may potentially restrict assess to the kitchen by the BGCU, the
City will use its best efforts to work with the renter to avoid that restricted
access, but if temporary restricted access is unavoidable, the City will notify
the BGCU in advance to allow the BGCU sufficient time to prepare an
alternative to maintain its nutrition program.
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5. General Comments
• All multi-purpose space may be used by the City as rental space for
community programs.
• Use of the shared rooms will only be used for compatible uses and will be
supervised.
• City of Ukiah will schedule window cleaning, carpet cleaning and HVAC
maintenance giving ARC tenants notice prior to these routine maintenance
items occurring.
• The City will make every reasonable effort to schedule these activities
outside of BGCU daily program hours.
• The BCGU will continue to have access to the playground when its programs
are in session.
• Access to the janitorial closet will be permitted for the storage of basic
cleaning supplies.
• The "North Patio" may be utilized by the BGCU during program hours.
• BGCU will continue to be allowed to have a storage container in "North Patio"
area at the current container location.
• The container will need to be moved during the patio and awning
construction.
• During all school breaks BGCU access to kitchen (H10) to prepare meals for
members is a priority.
• Use of the ceramic kilns by ARC tenants will be with prior permission of the
City and will include an extra charge for electricity or natural gas.
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ATTACHMENT B
INSURANCE REQUIREMENTS FOR SUBLESSEES
Without limiting Sublessee's obligation to indemnify the Sublessor, the City of Ukiah and the
Ukiah Unified School District under the attached Sublease (Agreement), Sublessee shall
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with Sublessee's
space, products and operations pursuant to the Agreement. Sublessor shall retain the right
at any time to review the coverage, form, and amount of the insurance required hereby. If in
the opinion of the City of Ukiah's Risk Management Office the insurance provisions in these
requirements do not provide adequate protection for Sublessor and for members of the
public, Sublessor may require Sublessee to obtain insurance sufficient in coverage, form
and amount to provide adequate protection. Sublessor's requirements shall be reasonable
but shall be imposed to assure protection from and against the kind and extent of risks that
exist at the time a change in insurance is required.
Verification of Coverage
Sublessee shall furnish the Sublessor with certificates of insurance evidencing coverage
required herein, including copies of endorsements with specific reference to each of the
coverage modifications or amendments set forth below. Certified copies of required
endorsements must be attached to provided certificates. All certificates are to be
received and approved by the Sublessor prior to the effective date of the Agreement. The
Sublessor reserves the right to require that Sublessee provide complete, certified copies of
any policy of insurance offered in compliance with these specifications. As an alternative to
insurance certificates, the Sublessee's insurer may voluntarily provide complete, certified
copies of all required insurance policies, including endorsements, affecting the coverage
required by these specifications.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence
form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 6/92) covering Automobile
Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by State of California and
Employer's Liability Insurance.
4. Cargo Legal Liability (if applicable)
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Minimum Limits of Insurance
Sublessee shall maintain for itself and its officers, representatives, agents, employees,
guests, patrons, contractors, subcontractors, licensees, invitees, and suppliers limits no less
than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with a
general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the
required occurrence limit.
2. Workers' Compensation: Statutory
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the
Sublessee. At the option of the Sublessor, either: the insurer shall reduce or eliminate such
deductibles or self-insured retention as respects the Sublessor, City of Ukiah, the Ukiah
Unified School District, and their officers, officials, employees and volunteers; or the
Sublessee shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Other Insurance Provisions
The general liability policy is to contain, or be endorsed to contain, the following provisions:
The Sublessor, the City of Ukiah and Ukiah Unified School District, and their
officers, officials, employees, agents and volunteers ("Additional Insureds") are
to be covered as additional insured as respects: liability arising out of activities
performed by or on behalf of the Sublessee; products and completed
operations of the Sublessee; or premises owned, occupied or used by the
Sublessee. The coverage shall contain no special limitations on the scope of
protection afforded to the Additional Insureds.
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2. For any claims related to Sublessee's activities pursuant to the Agreement, the
Sublessee's insurance coverage shall be primary insurance as respects the
Additional Insureds. Any insurance or self-insurance maintained by the
Additional Insureds shall be excess of the Sublessee's insurance and shall not
contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the Additional
Insureds.
4. The Sublessee's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been received by the Sublessor.
6. To the extent permitted by law, the workers' compensation policy required
hereunder shall be endorsed to state that the workers' compensation carrier
waives its right of subrogation against the Additional Insureds, which might arise
by reason of payment under such policy in connection with work performed under
this Agreement by the Sublessee.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A- for
financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating.. The
Sublessor Risk Manager may waive or alter this requirement, or accept self-insurance in lieu
of any required policy of insurance if, in the opinion of the Risk Manager, the interests of the
Sublessor and the general public are adequately protected.
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