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HomeMy WebLinkAboutWaterloo Rowing Club - Facility Use Agmnt - 12/9/19FACILITY USE AGREEMENT This Facility Use Agreement is entered into by and between the City of Waterloo, Iowa, a municipal corporation having a principal place of business at 715 Mulberry Street, Waterloo, Iowa, 50701 ("City") and Waterloo Rowing Club, Inc., a 501(c)(3) non-profit organization whose principal address is 1101 Campbell Ave, Waterloo, IA 50701 (the "Club"). WHEREAS, City owns a boat house facility located at 707 Park Road, Waterloo (the "Facility"), which the Club has previously used under verbal arrangements between the parties; and WHEREAS, the parties desire to allow for future use of the Facility by the Club on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows: 1. Subject of Premises. The ground level of the Facility, excluding stairwells to the upper level and the elevator, is hereby designated for exclusive use of the Club and its members. The Club members and guests may also use the parking lot and docks in common with the general public and other users of the Facility on a first come, first served basis. City agrees to designate a suitable parking location for the Club's boat trailer(s). The parties acknowledge that City will continue to have access to the premises with keys and alarm codes. 2. Use of Premises. The Club will use the Facility for purposes of promoting wellness and community in the Cedar Valley through the growth and development of recreational and competitive crew rowing. The Club shall not conduct any commercial activities upon the premises without prior written consent of City, except for food or merchandise sales in connection with scheduled competitive rowing events. The Club is prohibited from making any permanent modifications to the Facility without the express written consent of City, and any modifications, improvements and fixtures shall become the property of City upon installation. The ground level will be accessible to the Club members and city personnel at all times. The Club agrees that use of the Facility by the Club and its members is at their sole risk. City provides no dedicated security for the Facility other than such electronic systems as may be installed therein. The first call for alarm notifications on the ground level will be directed to a Club officer designated by the Club. 3. Flooding. The parties acknowledge that the Facility is situated near the Cedar River, which is prone to flooding from time to time. In the event of flooding, the Club is responsible to evacuate its equipment and possessions. The City agrees to allow the Club to utilize the upper level of the Facility for storage of flood -displaced items. Any loss or damage to the equipment or property of the Club or its members due to flooding is the sole risk and responsibility of the Club, and the Club hereby expressly waives and releases any and all claims against City for or in respect of such loss or damage. After any flooding event that infiltrates the building, the Club agrees to clean the ground level portion of the Facility occupied by the Club of any residual debris or filth. Within 72 hours of gaining safe access to the Facility after a flood, the Club shall remove from the upper level any items that were stored there during the flood and shall restore the upper level to its pre -flood condition. Except as set forth in this paragraph, the Club is not otherwise responsible for damage to the Facility caused by flooding. 4. Riverfront and Docks. City agrees to maintain the current walkway to facilitate safe passage of rowing shells and Club members from the Facility to the riverfront. The Club is allowed to use the existing floating dock system. Any future replacement dock system the Club and City find mutually satisfactory for their needs will be purchased by the Club, and upon installation of same the ownership will automatically transfer to City. The Club agrees to execute such reasonable documentation as requested by City, such as a bill of sale, to evidence ownership transfer. City agrees to provide reasonable support for the Club's application(s) for third -party grants or other funding to acquire a future replacement dock system. City -approved contributions from the Club for dock maintenance or new dock systems will become City property. City shall install the dock system each spring and shall remove same each fall, at a time that City determines in its discretion based on the river level and weather conditions. Docks will be available for the Club's non-exclusive use with the general public, but City agrees that the docks will be designated for use by non -motorized watercraft. Protruding cleats or tie downs for watercraft use will not be installed. 5. Insurance. The Club shall, throughout the term of this Agreement and at the Club's expense, carry and keep in full force and effect comprehensive general liability insurance that includes coverage for (a) limits of $1,000,000.00 per occurrence for personal injury, property damage, contractual liability and other coverages customarily included under a CGL policy, (b) damage to rented premises with a minimum limit of $1,000,000, (c) medical payments general liability coverage limits of $5,000.00 per person, and (d) fire and extended perils insurance covering the Club's own property and insuring the Club's property in or upon the Facility. City shall have no duty to insure the personal property of the Club, its members or guests or to replace same in the event of any loss or damage from any cause whatever. Coverage shall extend to acts or occurrences occurring in or upon the Facility or surrounding premises that are related to the Club's actions or business. City shall be named as an additional insured on any such policy, and the policy shall include a waiver of subrogation. The policy shall provide for at least 30 days' prior written notice to City before cancellation of any policy and not to City upon expiration. The Club shall provide proof of insurance to the City Clerk and to the Leisure Services Department upon execution of this Agreement and annually thereafter. 6. Taxes. City has ownership of the Facility and the surrounding property. Any property taxes or assessments relating to the Facility or property shall be the sole responsibility of City. 7. Facility Maintenance. City agrees to maintain security system, exterior lights, docks, and the building structure. The Club agrees to notify City of any immediate maintenance needs. The Club shall be responsible for the routine maintenance and repair of the east overhead door, except as stated in this paragraph, and lighting, plumbing and electrical systems serving the ground floor of the Facility. All work of repair and maintenance shall be done by persons licensed by the City of Waterloo to engage in their respective trades. City will service the overhead doors within 90 days of commencement of this Agreement and after each flooding event that invades the Facility. The parties agree to confer as necessary in good faith to discuss handling of repair or maintenance issues not specifically addressed in this paragraph. 2 8. Janitorial Maintenance. The Club agrees to keep the designated ground level portion of the Facility clean and free of litter and debris, will keep the bathroom sanitary and clean, and will stock the bathroom with toiletry items. Additionally, the Club agrees to clean up the surrounding grounds and waterfront of litter contributed by Club activities or Club -sponsored events as they occur, and at least weekly during the rowing season will clean litter from the parking lots and immediately adjacent areas. All litter shall be disposed of off -site or in a designated trash receptacle furnished by City. City shall be responsible for disposal of garbage that is placed in a designated receptacle. 9. Rent. The Club shall pay to City an annual fee of $100.00 for the rights and privileges granted herein. The initial payment shall be due and payable upon signing of this Agreement, and future payments shall be due and payable on or before January 1 of each year during the term of this Agreement starting January 1, 2021. 10. Utilities. The bathroom is the only portion of the premises that is heated. To the extent that the Club has control of any thermostats, they will be kept at a moderate level to prevent freezing of pipes. For reasons of safety and cost, no space heaters shall be used in the Facility. 11. Tax -Exempt Status. The Club agrees to timely undertake all activities, including but not limited to the filing of any reports or returns required by applicable federal or state law or regulation, to maintain its status as a non-profit corporation that is exempt from taxation under section 501(c)(3) of the Internal Revenue Code. 12. Indemnification. The Club agrees to indemnify, defend and hold harmless the City of Waterloo, Iowa, its employees, officials and agents, from and against any and all claims, demands, causes of action, costs, expenses, losses, damages or liabilities of any type or nature whatsoever, including but not limited to reasonable attorneys' fees and expenses, that arise from or in connection with use of the Facility, City -owned property, and all related activities of or by the Club, its officers, directors, members, volunteers, guests and agents. This paragraph shall survive the expiration or termination of this Agreement for any reason. 13. Term and Termination. The term of this Agreement shall commence upon execution of the Agreement by both parties and shall continue until and including December 31, 2024. The term shall be automatically extended on a year-to-year basis thereafter unless either party provides at least 60 days' advance written notice to the other party of its intent to terminate. 14. Annual Meeting. Two Club representatives and two City representatives shall meet annually in the month of March, or any other mutually agreeable date, to discuss the provisions of this Agreement, experience of the past year, projected activities for the upcoming year, and any suitable modifications to the terms of this Agreement. 15. Assignment and Subletting. The Club may not sublet or assign this Agreement or any interest in the Facility premises without the prior written consent of City. 16. General Terms. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, superseding all prior or contemporaneous discussions, understandings, promises or agreements between the parties. It may be amended only by a written instrument 3 signed by both parties. This Agreement is binding on the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Facility Use Agreement by their duly authorized representatives as of the last date of signature below. CITY OF WATERLOO, IOWA By: a L_e k Quentin Hart, Mayor Attest: Kelley Felcl' e, City Clerk Date: 2 1 A 4 WATERLOO ROWING CLUB, INC. By: Nathan Kukson, President Date: t1/13/)9