MEMORANDUM OF UNDERSTANDING FUTURE OPERATIONS OF GOLDEN GATE PARK TENNIS CENTER

Transcription

1 MEMORANDUM OF UNDERSTANDING FUTURE OPERATIONS OF GOLDEN GATE PARK TENNIS CENTER This Memorandum of Understanding ( Agreement ) is entered into as of, 2018, by and among the City and County of San Francisco (the City ) acting through its Recreation and Park Department ( RPD ), and San Francisco Parks Alliance, a California nonprofit public benefit corporation ( SFPA ), acting as fiscal sponsor for the Tennis Coalition of San Francisco ( TCSF ), collectively referred to herein as the Parties. The purpose of this Agreement is to reflect the agreement of the Parties regarding the responsibilities of each pertaining to the future operations of the new Golden Gate Park Tennis Center (the Center ). This Agreement is entered into in conjunction with the Grant Agreement and Permit to Enter Agreement dated as of, 2018 by and among RPD and SFPA (the Grant Agreement ). 1. Mission Statement The Parties entering into this Agreement share a common mission: Located in historic Golden Gate Park, the Center will be the largest up-to-date public tennis center in the San Francisco Bay Area. As an exemplary public tennis center, the Center will be the bedrock of tennis for the City, broadening the services offered by RPD and improving tennis throughout the City. The Center will offer robust, diverse tennis activities and will be accessible and affordable to the general public. The Parties have developed the following objectives: Accessible and affordable for players of all ages and skill levels Fully, professionally staffed A user-friendly online reservation system Easy for players of all ages and skill levels to get a match A broad variety of programs that promote tennis as a lifetime sport across generations and skill levels including extensive tennis instruction, recreational programs and play, leagues, drop in play, tournaments, special events and associated social activities for the whole tennis community Ensure coordination and collaboration with RPD s continued operation at the Center of its Summer Camps, the new Tennis Learning Center for disadvantaged middle school children and high school league matches Continued hosting, rejuvenation and expansion of the 116 year old tradition of the San Francisco Open Tennis Tournament Opportunities for pickleball play Assure the long term sustainability and vitality of the Center by creating a financing model that builds a capital reserve fund for long term needs A mutually collaborative, transparent and flexible relationship among the Operator, the tennis community, and RPD 1

2 2. Term. This Agreement shall become effective on the date of full execution by the Parties (the Effective Date ) and shall expire, unless otherwise earlier terminated as set forth in Section 6.c. below, 9 years from the Effective Date, unless the Parties mutually agree to extend the term (the Term ). 3. Communication Regarding Tennis Center Operations. A. It is the intent of both Parties to work together and collaborate in developing the best possible model for the operation of the Tennis Center. However, RPD has ultimate responsibility and therefore all decisions will be at the sole discretion of RPD, following consultation as specified herein. To ensure adequate and timely consultation, RPD may provide at least 10 business days notice of any meeting to discuss issues. RPD may provide written notice of any action or decision and SPFA/TCSF shall have 10 business days to provide comments before action is taken. If RPD determines that immediate action is needed (for example for repairs), RPD shall notify SFPA/TCSF by and phone and any comments must be provided immediately. B. RPD will consult with SFPA regarding the operation of the Center and will meet quarterly with SFPA and the Operator to discuss Center operations. Of these quarterly meetings, at least two shall include representatives of the Tennis Center Advisory Committee (the TCAC ), an advisory committee to SFPA. SFPA shall form and maintain the TCAC in accordance with SFPA's By-laws, in effect from time to time, to reflect and represent the interests of the regular users of the facility and other relevant perspectives. The purpose of the meetings with the TCAC shall be to discuss usage patterns and Center operations, and to identify usage data that RPD (or, if delegated, the Operator) will track. These data will be used to discuss use allocation in a publicly issued annual report to be published jointly by SFPA, RPD, and the Operator that shall address Center operations and programs. RPD may delegate the issuance of this report to the Operator. C. In addition, the General Manager of RPD and the Chief Executive Officer of SFPA shall meet bi-annually to discuss the operations of the Center. The requirement of 10 days notice in Section 3.A shall not apply to these bi-annual discussions. 4. Future Cooperation Regarding re the Operations of the Center A. Maintenance; Capital Improvements and Repairs. Following completion of the Project RPD will maintain responsibility for all aspects of the Center, including accountability for the overall operations and shall be responsible for maintaining the Center in good day-to-day operating condition and repair and shall perform structural repairs and regularly scheduled replacements or improvements to the extent not handled by the dayto-day Operator. RPD shall also be responsible for long-term maintenance of the facility. 2

3 B. Operator. RPD shall endeavor to enter into an agreement with an Operator to oversee the day-to-day operations of the Center. The responsibilities of the Operator will include the following: daily and long term maintenance of the facility, paying rent into a Maintenance Fund and a Tennis Learning Center Fund, preservation of certain RPD programs, etc. all as more particularly outlined in the Request for Proposal ( RFP ) respecting the engagement of the Operator, which encompasses the terms that the Parties have agreed upon as a framework for the future responsibilities of the Operator. RPD may modify the RFP and/or the scope of the Operator s responsibilities after consultation with SFPA and TCSF. C. Selection of the Operator. To select the Operator, RPD will conduct a Request for Proposal Process (RFP) with the intent of attracting and retaining a highly qualified, experienced tennis professional (or entity) with a track record of successfully managing large tennis centers. RPD and SFPA will collaborate in developing the RFP and in determining how and when to distribute the RFP. In addition, RPD and SFPA will collaborate to develop the qualifications and factors to be reflected in the scoring system for evaluating the RFP proposals. The Parties have agreed that the following factors will be accorded significant weight in choosing the Operator: the level of experience fully operating and managing a tennis center of the size of the Center; how well the operations plan meets the objectives, described above in Section 1, the Mission Statement ; the business plan and financial projections provided; and the financial capability and proposed financial terms submitted. To select the Operator, RPD will form a selection panel that will make a recommendation to the San Francisco Recreation and Park Commission for approval. RPD will consult with SFPA on appointing people to the selection panel, at least one of whom will be a TCSF representative. If RPD elects to award a lease to an Operator after the RFP process, the Parties to this Agreement shall, no later than one year prior to the expiration of the term of the Operator lease, consult with each other regarding whether to continue working with an Operator and whether to renew this Agreement. D. Maintenance Fund and Account. To assist in covering the costs of maintaining the Center, SFPA agrees to establish an account that shall be known as the Maintenance Fund, to assist with the future capital needs to sustain the Center at a high standard. Anticipated expenditures include windscreens (+/- 10 years), furniture and equipment (+/ years), fencing and court resurfacing and lines (5 years), and the repairs of these items. The Maintenance Fund can also be used for repairing any unforeseen damage (e.g. from storms or accidents) not covered by insurance. In the event that the Maintenance Fund is not sufficient for replacements or repairs, RPD will be responsible for making the necessary replacements and repairs. (i) Maintenance Fund Account. The Maintenance Fund will be a separate account held at SFPA on behalf of RPD. SFPA shall be entitled to any interest earned on the Maintenance Account, but shall not impose any other fees or charges on the City in connection with this Agreement. SFPA may not expend funds from the Maintenance Account without express RPD approval. RPD will consult with SFPA and the TCAC annually on a maintenance budget ( Maintenance Budget ). Expenditures from the Maintenance Fund that are already included within the Maintenance Budget shall be 3

4 deemed approved and shall occur promptly in coordination with RPD. Expenditures from the Maintenance Fund in excess of or otherwise not contemplated by the Maintenance Budget shall be permitted if approved by RPD after consultation with the Operator and SFPA/TCSF (ii) The parties intend for the Maintenance Fund to sustain the newly renovated facility regardless of whether or not there is a change in Operators. Any amounts remaining in the Maintenance Fund following the end of the lease with the Operator will either remain in the Maintenance Fund, or be returned to RPD, at RPD s election following consultation with SFPA/TCAC. At its discretion, RPD may decide not to include a maintenance fund in a subsequent Operator agreement, in which case RPD shall assume full financial responsibility for Center maintenance as set forth in Sections 4. A. and 4. B. E. TLC Fund and Account. To assist with transportation needs and/or other related program expenses of students participating in the Golden Gate Park Tennis Learning Center, the parties anticipate that a separate fund ( TLC Fund ) will be maintained at SFPA in a similar manner to the Maintenance Fund. The expenditures from the TLC Fund will be maintained at SFPA and decisions for its use may be made by RPD without consultation with SFPA. F. Funding of the Maintenance Fund and TLC Fund. The Parties intend that the Maintenance Fund and TLC Fund will be funded from Operator lease payments as follows: (i) Sources of Funds: An initial maintenance payment made by the Operator (exact amount to be negotiated with the Operator); A portion of the rent paid by the Operator (exact amount to be negotiated with the Operator). (ii) Funding Schedule: RPD, in consultation with the Operator and SFPA, will review annually the amounts to be held in, and allocated to, the Maintenance Fund with the goal of increasing the allocation amounts as needed, to such amounts that are sufficient to cover projected repairs and replacements over the lifecycle needs of the Center, which shall be reviewed in 10-year increments. At this time, it is anticipated that the funding schedule will be as follows. Amount in Maintenance Fund Amount to be Deposited in Maintenance Fund Amount to Be Deposited in TLC Fund $0 to $500,000 90% of Rent 10% of Rent Over $500,000 25% of Rent 25% of Rent 4

5 Any rent amounts paid by the Operator in excess of those portions allocated to the Maintenance Fund and TLC Fund shall be paid by the Operator directly to RPD. (iii) Allocation of Funding and Revisions to the Funding Schedule. To assure the Maintenance Fund s sufficiency to cover the lifecycle costs of the Center, RPD and TCSF will review and analyze RPD s formula used to allocate rent into the Maintenance Fund and the TLC Fund and may make necessary adjustments to that formula during the annual review of the Operator s proposed operations plan and/or at the time of Operator lease renewal negotiations. The Parties anticipate that the funds allocated to the Maintenance Fund will, after some initial years, accumulate an amount that, unless subsequently depleted, will be adequate to fund the life cycle needs of the courts as well as unforeseen repairs from damage and other capital improvements. The initial funding schedule set forth above illustrates this possibility. The final determination of amounts to be placed in the Maintenance Fund will be made by RPD. 5. General Provisions A. Requirements and Obligations of the Parties. Where there is an obligation to be fulfilled by any party under this Agreement, or a right to be exercised by any party, such party shall carry out its obligations and/or exercise its rights reasonably and in good faith. B. Approvals and Disapprovals. Approvals required or permitted under this Agreement shall not be unreasonably withheld or delayed by any party to this Agreement. C. Termination. SFPA may terminate this Agreement due to RPD s material failure to comply with any term of this Agreement (including all exhibits hereto) 30 days after having given RPD notice of such failure, unless RPD cures such failure to SFPA s reasonable satisfaction within such 30-day period, or a different reasonable timeframe mutually agreed upon by the Parties in writing. RPD may terminate this Agreement due to SFPA s material failure to comply with any term of this Agreement (including all exhibits hereto) 30 days after having given the SFPA notice of such failure, unless SFPA cures such failure to RPD s reasonable satisfaction within such 30-day period, or a different reasonable timeframe mutually agreed upon by the Parties in writing. In addition, the parties may mutually agree to terminate this Agreement. D. Dispute Resolution. During the course of this Project, disputes may arise between Parties. The General Manager of RPD and the Chief Executive Officer of SFPA shall meet to discuss such disputes. 5

6 E. Modification of this Agreement. This Agreement may only be modified by written instrument executed and approved in the same manner as this Agreement. F. Representatives of the Parties; Notices. Each of the Parties to this Agreement shall designate a representative to provide effective day-to-day contact to address issues related to their responsibilities. The initial representatives shall be: Recreation and Park Department San Francisco Parks Alliance/Tennis Coalition of San Francisco All notices, demands, consents or approvals which are or may be required to be given under this Agreement shall be given in writing, unless otherwise provided, and shall be addressed as follows: Recreation and Park Department: San Francisco Parks Alliance: With cc to Tennis Coalition of San Francisco: [Signature Page to Follow] 6

7 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Phil Ginsburg, General Manager Recreation and Park Department City and County of San Francisco dated: APPROVED AS TO FORM Manu Pradhan Deputy City Attorney Drew Becher, Chief Executive Officer San Francisco Parks Alliance dated: dated: Martha Ehrenfeld, Co-Chair Tennis Coalition of San Francisco dated: Lois Salisbury, Co-Chair Tennis Coalition of San Francisco