HomeMy WebLinkAboutC2008-415 - 10/14/2008 - NA,e
SUBLEASE AGREEMENT
BETWEEN THE CITY OF CORPUS CHRISTI AND OSO PONY BASEBALL LEAGUE
This sublease agreement ("Sublease") is entered into by and between the City of
Corpus Christi, a Texas home rule municipal corporation ("City"), acting through its duly
authorized City Manager or designee ("City Manager"), and Oso Pony Baseball league
("Sublessee"), a Texas non-profit organization, acting through President of Sublessee.
WHEREAS, the City has transferred South Guth Park to Texas A&M University
system for benefit of Texas A&M University-Corpus Christi;
WHEREAS, under the transfer agreement, TAMU has leased South Guth Park to
the City for park recreation purposes for five years, unless terminated in accordance with
the lease agreement between the parties;
WHEREAS, the City may sublease South Guth Park, Corpus Christi, Nueces
County, Texas, a portion of which will be known as the "Premises" for recreation
programs;
WHEREAS, the Sublessee desires to use the Premises for its baseball program;
and
WHEREAS, the City desires to allow Sublessee to use the Premises for its
baseball program.
NOW, THEREFORE, the City and Sublessee, in consideration of the mutual
prom-
ises and covenants herein, agree as follows:
Section 1. Term. The previous agreement between the parties regarding use of South
Guth Park is replaced with this sublease agreement due to transfer of ownership of the
property. Subject to the remaining terms and conditions hereof, the original term of this
Sublease is two (2) years, beginning on date of execution of this Agreement by the
Interim City Manager, unless sooner terminated as set out herein. The term may be
continued upon agreement of the parties for an additional term of one year.
Section 2. Contact Person/Administrator. For this Sublease, the City's contact
person and lease administrator is the Director of Park and Recreation or her designee
("Director").
Section 3. Premises and Improvements. City subleases to Sublessee the Premises,
as described and delineated in Exhibits A and B the site map which is attached hereto
and incorporated herein this Agreement by reference, and all improvements to the
Premises ("Improvements") including, without limitation, the fields, fences, irrigation
systems, and the grassed areas.
Section 4. Consideration. Sublessee must operate a baseball program and must
maintain the Premises and all Improvements on a year-round basis in accordance with
" - -`- - '-- with respect to this Sublease, set out by the City Manager or his
2008-415
10/14/08 and as promulgated in the future. Failure to maintain the
Oso Pony Baseball League
Premises and all Improvements in accordance with these rules constitutes grounds for
termination of this Agreement. At a minimum, maintenance includes:
(A) Sublessee shall pick up and properly dispose of litter on a daily basis
whenever the Premises are being used and weekly during the rest of the
year;
(B) Sublessee shall keep fully operational and in good repair the baseball fields,
concession building and fair weather parking area;
(C) Sublessee must immediately report any vandalism to the Director, or his
designee, and the Corpus Christi Police Department, Nueces County, Texas;
(D) Sublessee must keep safe and in good repair the bleachers; Sublessee
must repair the bleachers within 48 hours after the need for repair is, or
should have been discovered;
(E) Sublessee shall keep the fair weather parking area and access roads free of
debris, properly designated, and free of potholes in accordance with
standards issued by the Director that are in force now and as promulgated in
the future. Sublessee must repair potholes within ten (10) days after the
need for repair is or should have been discovered;
(F) Sublessee will pprovide normal, scheduled mowing of the Premises.
Sublessee will be responsible for maintaining the baseball fields as set out in
Section 4G herein below. Furthermore, Sublessee will be responsible for
maintaining the grass in the adjacent viewing/access areas at a safe height
not to exceed six (6) inches; and
(G) Sublessee shall maintain the baseball fields within the Premises boundary
lines. Grass on the baseball fields must not exceed three (3) inches.
Sublessee must mow the baseball fields within one (1) week after grass
reaches three (3) inches in height. At least one month prior to the start of
any season or pre-season practice, the baseball fields must be gradually cut
shorter and brought into playing condition. Failure to keep the grass on the
baseball fields at or below three (3) inches in height or to properly bring the
baseball fields back to playing condition will be grounds for termination of
this Sublease.
Section 5. Understanding. Sublessee acknowledges and understands that use of the
Premises is expressly conditioned on the understanding that the Premises and all
Improvements must be returned in as good a condition as received, reasonable use and
wear, acts of God, fire and flood damage or destruction, where Sublessee is without
fault, excepted.
Section 6. Joint Use.
City retains joint use of the Premises and Improvements during the Sublease
term, subject to Sublessee's right to exclusive control of the Premises and
Improvements during its use for Sublessee's baseball program. City controls use
of the Premises and Improvements when Sublessee is not using them for
Sublessee's baseball program. Sublessee must not deny access to nor use of
the Premises to the general public for other unorganized activities when the
Premises are not being used by Sublessee. Requests for use of Premises and
Improvements by other organizations must be reviewed for approval or denial by
the Director. City retains the right to use or cross the Premises with utility lines
and/or easements. City may exercise these rights without compensation to
Sublessee for damages to the Premises and/or any Improvements from installing,
maintaining, repairing, or removing the utility lines and/or easements.
Section 7. Primary Purpose. Sublessee must establish and maintain a recreational
area with the primary purpose being for the operation of a baseball program and for no
other purpose without the Director's prior written approval.
Section 8. Additions or Alterations.
(A) Sublessee shall not make any additions nor alterations to the Premises nor
to any Improvements without Director's prior written approval. If approved,
Sublessee must obtain clearance, in writing, from City's Risk Management
Department (Risk Management) that the proposed addition or alteration will
be covered under the insurance policy in force during the term of this
Sublease before proceeding with any type of addition or alteration to the
Premises or to the Improvements.
(B) All additions or alterations must be made at Sublessee's expense. All
additions or alterations installed by Sublessee must be repaired or replaced
at Sublessee's expense and may be removed by Sublessee at the expiration
or termination of the Sublease if they may be removed without damaging the
Premises or any Improvements. All additions or alterations made by
Sublessee which are not removed at the expiration or termination of this
Agreement become the property of City without necessity of any legal action
Section 9. Utilities. Sublessee must pay for all utilities used by it or for any activity
sponsored by Sublessee on the Premises prior to the due date for payment. Failure to
pay any utility bill on or before the due date is grounds for termination of this Agreement.
Section 10. Signs.
(A) Sublessee must not exhibit, inscribe, paint, erect, or affix any signs,
a ve isemen s, no ices, or o er a enng igns on r i
Improvements without the Director's prior written approval.
(B) If Signs are approved, the Director, in writing, may require Sublessee to
remove, repair, or repaint any Signs. If the Signs are not removed, repaired,
or repainted within ten (10) days of the Director's written demand, the City
may do or cause the work to be done, and Sublessee must pay the City's
costs within thirty (30) days of receipt of Director's invoice. Failure to pay the
City's costs within thirty (30) days of receipt of the invoice constitutes
grounds for termination of this Agreement. Alternatively, the City may elect
to terminate this Agreement after ten (10) days written notice to Sublessee.
Section 11. Advertising. The Director has the right to prohibit any advertising by
Sublessee which impairs the reputation of the Premises or the City.
Section 12. Securi .Sublessee shall contract and pay for any and all security it
requires at the Premises during the term of this Agreement.
Section 13. Inspection. The City Manager and the Director, or their respective
designee, has the right to inspect the Premises and/or the Improvements at any time
during the term of this Agreement. If an inspection reveals that maintenance is not
being properly carried out, the Director, or his designee, may provide written notice to
Sublessee demanding compliance. If Sublessee has not complied within five (5) days
after receipt of the demand, the City may undertake the work and Sublessee shall pay
the City's cost plus ten percent (10%) overhead within thirty (30) days of receipt of the
Director's invoice. Failure to pay the City's invoice for maintenance within thirty (30)
days of receipt of the invoice constitutes grounds for termination of this Agreement.
Alternatively, the City may elect to terminate this Agreement after ten (10) days written
notice to Sublessee.
Section 14. Non-Discrimination. Sublessee shall not discriminate nor permit
discrimination against any person or group of persons, as to employment and in the
provision of services, activities, and programs, on the grounds of race, religion, national
origin, sex, physical or mental disability, or age, or in any manner prohibited by the laws
of the United States or the State of Texas. The City Manager, or his designee, retains
the right to take such action as the United States may direct to enforce this non-
discrimination covenant.
Section 15. Compliance with Laws.
(A) Sublessee must comply with all Federal, State, and local government laws,
rules, regulations, and ordinances, which may be applicable to its operation
at the Premises and its performance under this Agreement. This Agreement
is also subject to applicable provisions of the City Charter.
(B) All actions brought to enforce compliance with any law or to enforce any
provision of this Agreement will be brought in Nueces County where this
Agreement was executed and will be performed.
Section 16. Costs. Noncompliance with the terms herein may result in termination of
this Agreement and repossession of the Premises and its Improvements by the City or
its agents. If the City undertakes legal action to enforce compliance or collect damages
resulting from noncompliance, Sublessee must pay all of the City's court costs and ex-
penses, including reasonable attorneys' fees.
Section 17. Indemnity. Sublessee, its officers, members,
partners, employees, representatives, agents, and licensees
(collectively, Indemnitors) covenant to fully indemnify, save, and
hold harmless Texas A8M University System, the City, their
respective officers, employees, representatives, and agents
(collectively, Indemnitees) from and against all claims, demands,
actions, damages, losses, costs, liabilities, expenses, and
judgments asserted against or recovered from City on account of
injury or damage to person including, without limitation on the
foregoing, premises defects, workers compensation and death
claims), or property loss or damage of any kind whatsoever, to
the extent any damage or injury maybe incident to, arise out of,
be caused by, or be in any way connected with, either proximately
or remotely, wholly or in part , (1) the existence, use, operation,
maintenance, alteration, or repair of Premises and the
Sublessee's program; (2) the exercise of rights under this
Agreement; (3) an act or omission, negligence, or misconduct on
the part of other persons having involvement in, participation
with, or business with the Premises, Sublessee, or the
Sublessee's program whether authorized with the express or
implied invitation or permission of Sublessee (collectively,
Sublessee's Invitees) entering upon the Premises or its
Improvements pursuant to this Agreement, or trespassers
entering upon the Premises or its Improvements during
Sublessee's use or physical occupation of the Premises; or (4)
due to any of the hazards associated with sporting events,
training, or practice as a spectator or participant including, but
not limited to, any injury or damage resulting, wholly or in part,
proximately or remotely, from the violation by Indemnitors or any
them of any law, rule, regulation, ordinance, or government order
of any kind; and including any injury or damage in any other way
and including all expenses arising from litigation, court costs,
and attorneys fees_ whir_h arise_ nr aare c/aimP_d toarise from_ out
of, or in connection with the asserted or recovered incident.
Sublessee covenants and agrees that if City is made a party
toany litigation against Sublessee or in any litigation commenced
by any party, other than Sublessee relating to this Agreement,
Sublessee shall, upon receipt of reasonable notice regarding
commencement of litigation, at its own expense, investigate all
s
claims and demands, attend to their settlement or other
disposition, defend City in all actions based thereon with counsel
satisfactory to Indemnitees, and pay all charges of attorneys and
all other costs and expenses of any kind arising from any said
liability, damage, loss, demand, claim, or action.
Section 18. Insurance.
(A) Sublessee must secure and maintain at Sublessee's expense, during the term of
this Agreement, a Commercial General Liability insurance policy with the limits
and requirements shown on Exhibit ,which is attached hereto and incorporated
herein by reference. Failure to maintain such insurance at the limits and
requirements shown on Exhibit constitutes grounds for termination of this
Agreement.
(B) Sublessee must provide proof, by Certificate of Insurance meeting the limits and
requirements set out in Exhibit ", to the Director and Risk Management prior to
commencing use of the Premises under this Agreement.
(C) Sublessee must provide the Director and Risk Management thirty (30) days
written notice of cancellation, intent not to renew, or material change of any
insurance coverages required herein.
(D) Sublessee shall, during the term of this Agreement, provide copies of all
insurance policies to the City Manager or the Director upon written request.
(E) Sublessee shall, prior to any addition or alteration to the Premises or to the
Improvements, obtain clearance, in writing, from Risk Management, as per
Section 8 as set out herein this Agreement.
Section 19. No debts. Sublessee shall not incur any debts nor obligations on the credit
of City during tt ei~of this Agreement.
Section 20. Termination.
(A) The City may immediately terminate this Agreement if the City determines, in
its sole discretion, that Sublessee is no longer fulfilling the primary purpose
of the Lease as set out in Section 7.
(B) In addition, the City may immediately terminate this Agreement if it
determines, in its sole discretion, that Sublessee is in violation of any
Federal, State, or local government law, rule, regulation, or ordinance.
~fthece-is~oncampliance~vitt~one-or-mote of-t
contained herein, the Director may give Sublessee written notice to cure or begin
curing the default(s) within ten (10) days of receipt of the notice. If Sublessee is
not in compliance or in substantial compliance with each provision identified by
the Director within ten (10) days of receiving said notice, the City Manager may
terminate this Agreement for cause by providing written notice of termination and
listing one or more areas of continued noncompliance.
(D) Either City or Sublessee may terminate this Agreement at any time without
cause by giving thirty (30) days written notice to the non-terminating party.
Section 21. Notice. All notices, demands, requests, or replies provided for or
permitted, under this Agreement, by either party must be in writing and must be
delivered by one of the following methods: (1) by personal delivery; or (2) by deposit with
the United States Postal Service as certified or registered mail, return receipt requested,
postage prepaid. Notice deposited with the United States Postal Service in the manner
described above will be deemed effective two (2) business days after deposit with the
United States Postal Service. All such communications must only be made to the
following:
IF TO CITY:
City of Corpus Christi
Attn: Director of Park & Recreation
P. O. Box 9277
Corpus Christi, TX 78469-9277
(361)880-3461
IF TO SUBLESSEE:
OSO PONY BASEBALL LEAGUE
Attn: ~S~ Pres~d.~,t-
orpus nsti, 5~"1'I Q''hl Z
(361)
Either party may change the address to which notice is sent by using a method set out
above. Sublessee will notify the City of an address change within thirty (30) days after
the address is changed.
Section 22. List of Officers.
(A) Sublessee must submit its current List of Officers (List) to the Director
within ten (10) days of commencement of this Agreement. Further,
Sublessee, on the subsequent yearly anniversary dates of this Agreement,
must submit its current List to the Director. Failure to submit a current List,
either within ten (10) days of commencement or annually as required by
this section, shall constitute grounds for termination of this Agreement.
(B) The List must contain each person's title, name, address, home phone,
and office or fax phone, if applicable.
Section 23. Reaorting. Sublessee shall submit reports listing the number of youth and
teams registered by Sublessee to play baseball each year during the term of this
Agreement. The reports must be submitted to the Director by August 31 S` of each lease
year.
Section 24. Construction and Reconstruction Funds.
(A)
If the City receives funds to construct or reconstruct Improvements at the
Premises, Sublessee covenants to vacate the Premises, should the
Director.
(B) Sublessee has no action for damages against nor will be compensated by
the City for loss of use of the Premises and/or Improvements. The City has
no obligation to provide an alternate location for Sublessee during the
Improve- ments construction or reconstruction period. The consideration
for Sublessee relinquishing all rights to use the Premises and
Improvements during the construction or reconstruction period is the City's
construction or recon- struction of the Improvements for Sublessee's
benefit.
(C) Once construction or reconstruction of the Improvements is complete, the
Director will notify Sublessee, in writing, of the date on which the Premises
and Improvements are once again available to Sublessee.
(D) Sublessee's term will not change nor increase if the City requests
Sublessee to vacate the Premises as set out herein.
Section 25. Amendments. No alterations, changes, or modifications of the terms of
this Agreement nor the waiver of any provision will be valid unless made in writing and
signed by a person authorized to sign agreements on behalf of each party.
Section 26. Waiver.
(A) The failure of either party to complain of any act or omission on the part of
the other party, no matter how long the same may continue, will not be
deemed a waiver by said party of any of its rights hereunder.
(B) No waiver of any covenant or condition or of the breach of any covenant or
condition of this Agreement by either party at any time, express or implied,
shall be taken to constitute a waroer of any subsequent breach of the
covenant or condition nor shall justify or authorize the nonobservance on
any other occasion of the same or any other covenant or condition hereof.
(C) If any action by the Sublessee requires the consent or approval of the City
on one occasion, any consent or approval given on said occasion will not
be deemed a consent or approval of the same or any other action at any
other occasion.
(D) Any waiver or indulgence of Sublessee's default of any provision of this
Agreement shall not be considered an estoppel against the City. It is
expressly under- stood that, if at any time Sublessee is in default in any of
its conditions or covenants hereunder, the failure on the part of City to
prompt)yy avail itself of said rights and remedies which the City may have
will not be considered a waiver on the part of the City, but the City may at
any time avail itself of said rights or remedies or elect to terminate this
Agreement on account of said default.
Section 27. Force Maieure. No party to this Agreement will be liable for failures or
delays in performance due to any cause beyond their control including, without limitation,
any failures or delays in performance caused by strikes, lock outs, fires, acts of God or
the public enemy, common carrier, severe inclement weather, riots or interference by
civil or military authorities. The rights and obligations of the parties will be temporarily
suspended during this period to the extent performance is reasonably affected.
Section 28. Assignment and Sublease. This Agreement may not be, in whole or in
part, assigned, transferred, or sublet directly or indirectly without the prior written
consent of the City.
Section 29. Publication. Sublessee agrees to pay the cost of newspaper publication
of this Agreement and related ordinance as required by the City Charter.
Section 30. Cam. The captions in this Agreement are for convenience only, are
not a part of this Agreement, and do not m any way limit or amplify the terms and
provisions of this Agreement.
Section 31. Severabilitv.
A. If, for any reason, any section, paragraph, subdivision, clause, provision,
phrase, or word of this Agreement or the application hereof to any person
or circumstance is, to any extent, held illegal, invalid, or unenforceable un-
der present or future law or by a final judgment of a court of competent
jurisdiction, then the remainder of this Agreement, or the application of said
term or provision to persons or circumstances other than those as to which
it is held illegal, invalid, or unenforceable, will not be affected thereby, for it
is the definite intent of the parties to this Agreement that every section,
para- graph, subdivision, clause, provision, phrase, or word hereof be
given full force and effect for its purpose.
B. To the extent that any clause or provision is held illegal, invalid, or unen-
forceable under present or future law effective during the term of this
Agreement, then the remainder of this Agreement is not affected thereby,
and in lieu of each such illegal, invalid, or unenforceable clause or
provision, a clause or provision, as similar in terms to such illegal, invalid,
or unenforceable clause or provision as may be possible and be legal,
valid, and enforceable, will be added to this Agreement automatically.
Section 32. Sportsmanship Program. Sublessee shall require that all of its coaches
and at least one family member of each youth participant shall complete a state or
nationally recognized, or Parks Director approved, parent and coach sportsmanship
program.
Section 33. Complaint Notice. Sublessee will post a notice at Premises, in a form
approved by the Parks Director, that if any participant or spectator has any complaints
or concerns they may contact the City at 880-3461 and talk to the Parks Director, or
designee.
Section 34. Entirety Clause. This Agreement and the attached and incorporated
exhibits constitute the entire agreement between the City and Sublessee for the purpose
granted. All other agreements, promises, representations, and understandings, oral or
otherwise, with reference to the subject matter hereof, unless contained in this
Agreement are expressly revoked, except for the promulgation of future maintenance
rules as contemplated in Section 4 herein above, as the parties intend to provide for a
complete understanding within the provisions of this Agreement and its exhibits of the
terms, conditions, promises, and covenants governing each party's performance
hereunder and as relating to Sublessee's use of the Premises.
EXECUTED IN DUPLICATE, each of which shall be considered an original, on this
the ~ day of ~c~j-al_,ra. , 2008.
ATTEST: CITY OF CORPUS CHRISTI
9
Armando Chapa, City Secretary
i
!~ ,r..
gel Escobar, Interim City Manager
Approved as to, l~eg~a~l fQorm:~ ~ ~ ~" ~F
Lisa Aguila ssistant City Attorney
For City Attorney
OSO PONY BASEBALL LEAGUE
President
Printed Name: Na ~ ~~,~ ~ ~, or zv
Date: /o-, v-~ x
STATE OF TEXAS
COUNTY OF NUECES '
This instrument was acknowledged before me on 1 o I 1 S ~ ~ 8 , 2008, by
hLDrbe~k~ C-tar2u , President oaf ~Oso Pony Baseball League, on behalf of said
organization. ~ \' ~
Notary Public, State of xas
~`.••••••• •qM~ Printed name: N.eDM . ~ • ~ gym', re L
,O PpY pUe•..~~
2 O ~
N~ y Commission expires: 3 I lQ I ~-~? ~
:•
•9fp OF ~~+.•'
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Exhibit A
SITE MAP/PREMISES DESCRIPTION
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EXHIBIT A
LEASE AREA
INSURANCE REQUIREMENTS
SUBLESSEE'S LIABILITY INSURANCE
A. Sublessee must not commence work under this Agreement until insurance required herein has been obtained and
such insurance has been approved by the City. Sublessee must not allow any subcontractor to commence work
until all similar insurance required of the subcontractor has been obtained.
B. Sublessee must furnish to the City's Risk Manager, (two) 2 copies of Certificates of Insurance, showing the following
minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City and the Texas A&M
University System must be named as an additional insured for all liability policies, and a blanket waiver of
subrogation is required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day written notice of cancellation, non-renewal, Bodily Injury and Property Damage
material change or termination is required on all Per occurrence /aggregate
certificates.
Commercial General Liability including: $1,000,000 COMBINED SINGLE LIMIT
1. Commercial Form
2. Premises -Operations
3. Products/ Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Contractors
7. Personallnjury
C. In the event of accidents of any kind, Sublessee must furnish the Risk Manager copies of all reports of any accidents
within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Certificate of Insurance:
• The City of Corpus Christi and Texas A&M University System must be named as an additional
insured on the liability coverage, and a blanket waiver of subrogation is required on all applicable
policies.
• If your insurance company uses the standard ACORD form, the cancellation clause (bottom right)
must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the
words, "endeavor to", and deleting the wording after "left". ".In lieu of modification of the ACORD form,
separate policy endorsements addressing the same substantive requirements are mandatory.
• The name of the project must be listed under "Description o pera ions .
• At a minimum, a 30-day written notice of cancellation, material change, non-renewal or termination is
required.
B. If the Certificate of Insurance on its face does not show on its face the existence of the coverage required by items
1.6 (1)-(7), an authorized representative of the insurance company must include a letter specifically stating
whether items 1.6. (1)-(7) are included or excluded.
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