Facilities Use Contract

Please contact the Office of Risk Management & Insurance for a facility use agreement.  A sample word document of the contract can be downloaded here or viewed below. Facilities Use TEMPLATE_CLEAN_5.27.2020

STATE OF NEW YORK
TOMPKINS COUNTY
CORNELL UNIVERSITY
FACILITIES USE AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of the date of the last signature below, by and between CORNELL UNIVERSITY (“Cornell” or “University”), and _____________________________________________________________________________ the program operator and user of Cornell facilities (“USER”). Cornell and USER may be referred to collectively in this Agreement as the “Parties” or each individually as a “Party.”

WHEREAS, USER desires to conduct programs or activities for young people on the campus of Cornell University using Cornell facilities, venues, or space (Premises); and

WHEREAS, sports and recreation camps have been operated for decades for the benefit of young people in the community in furtherance of Cornell’s educational mission, and it is in the public interest that facilities of Cornell be made available to camp and recreation operators on an appropriate basis for the development, training and education of young people in our communities.

NOW, THEREFORE, in exchange of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cornell and USER agree as follows:

1. Program Description. This Agreement permits USER the temporary use of the following Cornell Premises for the sole purpose of conducting its activities (“Program”):

a. Title/Description: _____________________________________________________________________________________________________________________________________________________________________________________________

b. Facilities to be utilized (the “Premises”):
______________________________________________________________________________________________________________________________

c. Date(s):________________________________________________________

d. Daily Beginning and Ending Times: _________________________________

e. Anticipated number of attendees: ___________________________________

2. Use Fee.

a. USER shall pay the sum of __________________________ [per participant or other fee arrangement] consistent with Exhibit A attached and incorporated herein, for use of the Premises (“Fee”). Fee payment shall be made payable to Cornell University and received no later than forty-five (45) days from the close of the Program’s conclusion.

b. The Fee shall include the following:

o Use of the Premises;
o Premises staffing during normal work schedule, as determined by University;
o Routine housekeeping services; and
o Additional services: [where applicable]
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

c. For avoidance of doubt, the Parties specify that the Fee shall not include the following:

o Premises staffing outside of normal work schedule (University employee overtime pay determined by Cornell);
o [insert or substitute any venue specific issues or potential costs outside of negotiated fees]_________________________;
o ____________________;
o Staging, table, chair, audio/visual and other similar accessories;
o Use of Cornell-owned vehicles (e.g., buses, vans, cars, etc.); or,
o Housekeeping services above and beyond routine housekeeping services.

3. USER Obligations.

a. Staffing. Unless otherwise agreed in writing, USER shall be solely responsible for staffing the Program, however, USER shall at all times comply with staffing minimums for the protection of minor participants as a condition precedent to the use of Premises. Cornell shall ensure the Premises is/are accessible and operational during the Program, and shall provide standard custodial services. USER shall reimburse Cornell for any expenses reasonably incurred in providing any additional staffing (including employee overtime pay) or services necessary for operation of the Program, or for extraordinary custodial services necessary to return the Premises to its proper condition after the conclusion of the Program.

b. Maintenance of Records. USER is encouraged to maintain accurate and current records pertaining to the Program attendees, their location(s) throughout Program activities, staff members and volunteers, and such other records as might reasonably be required by Cornell. USER agrees and acknowledges it is solely responsible for the operation and conduct of its Program(s), staff, volunteers, employees and agents. If USER is operating a sports camp Program implicating NCAA and Ivy League rules or bylaws, Cornell, the Ivy League Office and/or the NCAA reserve the right to inspect all records and may require that additional information be provided to ensure adherence with all rules, regulations, bylaws and laws.

c. Reporting. If not already communicated to Cornell, upon the conclusion of the Program, USER shall report to Cornell any injuries, incidents, or problems involving Program participants, employees, staff, or volunteers.

d. Standard of Care and Minor Participants. USER represents and warrants it shall operate its Program in a professional manner, adhering to best practices surrounding the conduct of its Program and safeguarding the health and safety of its minor participants. USER agrees it shall publish a Program brochure and/or website setting forth the cost, program details and health and safety measures implemented by the USER. The Program brochure, website, AND other promotional materials shall include the following statement:

“This Program is neither supported, controlled, nor supervised by Cornell University but is under the sole supervision, control, and sponsorship of [insert USER legal name].”

Cornell telephone numbers and addresses shall not be listed in the Program brochure or on the website and in no circumstances shall Cornell letterhead and stationery ever be used on any Program promotional materials.

For Programs involving the participation of minors, USER agrees to develop and implement specified measures based upon the expectations or standards contained in the Minors’ Addendum, attached and incorporated herein. These expectations are performance standards agreed upon by the USER and constitute conditions precedent to the Program’s commencement and operation.

USER further represents and warrants: i) the method and manner of developing and implementing minimum standards for the protection of minors are the USER’s sole and exclusive responsibility; and ii) Cornell neither possesses control nor the right of control over the method and manner of implementing minor safety standards, nor operating or conducting USER’s Program.

e. Printing, Copying, and Supplies Costs. Costs for any Program’s promotion or literature shall not use the resources of Cornell or the Cornell Athletics & Physical Education Department or to any Cornell address or budget. USER’s are prohibited from utilizing Cornell’s office supplies, including copiers and faxes, for Program-related activities.

f. Logos and Marks. USER shall not use Cornell logos, marks, and insignia for any purpose associated with the Program without prior execution of a separate licensing agreement with Cornell and payment of a licensing fee. A sample agreement is attached hereto as Exhibit B.

g. Sale of Merchandise. USER may operate a Program store for the sale of licensed merchandise associated with the Program. All emblematic products sold or given to attendees must be licensed. USER shall purchase these products from manufacturers licensed through Cornell’s authorized Licensing representative, a list of which is attached hereto as Exhibit C, and incorporated by reference as if fully set forth herein. USER shall be solely responsible for obtaining all permits to sell such licensed merchandise and shall be solely responsible for all taxes on products sold, including but not limited to sales tax.

h. Athletic Trainer. For all sports camp Programs, USER’s shall ensure the presence of at least one (1) athletic trainer who is licensed in New York and certified by the National Athletic Trainers Association (NATA) during all Program-sponsored athletic activities. USER shall be solely responsible for compensating the trainer. USER is financially responsible for all athletic training and medical supplies and agrees the Program is prohibited from utilizing the athletic training and medical supplies of Cornell’s Athletics & Physical Education Department.

i. Security. USER shall provide appropriate escorts for attendees at all times while walking or riding from various points of the Cornell’s campus, including dining halls and dormitories. USER acknowledges that proper escorts are especially important during off-peak hours, during times of darkness or low visibility, and during inclement weather. Any additional security or manning of control desks, not provided by Cornell in its normal housing or Premises arrangements, shall be provided and paid for by USER.

j. Reimbursement. USER shall be solely responsible for all damages to buildings, grounds, and equipment, arising out of the Program’s operation and use of the Premises, including expressly the actions of Program staff, employees, volunteers and attendees, and shall promptly reimburse Cornell for the actual cost of repairing or replacing damaged property.

k. No Interference. The Program shall not interfere with other uses of the Premises, including ingress and egress. Cornell shall make every effort to accommodate all legitimate activities of the Program, and scheduling of Program sessions shall be accomplished in a manner calculated to enable Cornell to accommodate the Program activities; however, educational programs such as 4-H, FFA, or other Cornell-sponsored programs, including use by Cornell’s varsity athletic teams, shall take priority over Program activities in cases of conflict over Premises.

l. Compliance With Applicable Rules and Laws. USER shall conduct the Program in an orderly manner in full compliance with all University, (and as applicable, any NCAA, and Ivy League) policies, regulations, rules, and practices and with all applicable municipal, state and federal laws.

m. Release by Attendees. USER shall secure an executed Release, Indemnification, and Hold Harmless Agreement (the “Release”), attached hereto as Exhibit D (“Release”) that expressly includes the release and hold harmless of Cornell University, Exhibit D is incorporated by reference as if fully set forth herein. The Release must be secured from each attendee or, if they are a minor, from their legal guardian prior to commencement of Program. USER shall not permit an attendee to participate in the Program or make use of the Premises until the Release is executed by the attendee, or his/her legal guardian in the case of minors. USER shall maintain these Releases for a period of no less than three (3) years from the conclusion of the Program, and shall furnish such Releases to Cornell within ten (10) days of request.

4. Scheduling. Once Program dates and facilities have been approved by Cornell, USER agrees that any requested changes to dates or facilities shall be submitted in writing to Cornell for approval. USER is solely financially responsible for any charges incurred from changes to Program dates or facilities resulting from USER’s failure to secure prior approval of such changes.

5. Housing. USER shall contract separately for Cornell Housing facilities, if needed, for Program staff and attendees. A sample agreement is attached hereto as Exhibit E. Supervision of attendees in residence halls, when used, shall be provided by and shall be the sole responsibility of the USER.

6. Dining. USER shall contract separately with an approved vendor or Cornell Dining Services for the provision of food service to Program staff and attendees. A sample Dining Services agreement or alternatively, an approved vendors list is attached hereto as Exhibit F.

7. Vehicles. Cornell Fleet or University owned vehicles shall not be used for Program operations.

8. Program Staff.

a. Warranties. USER warrants it has experience, knowledge, and expertise to operate the Program and that it shall adequately train all Program staff who will have contact with attendees, particularly minor attendees.

b. Working Hours. No Cornell employee, including USER, shall engage in Program work or activity during Cornell’s regular working hours of such employee, unless on annual leave or compensatory time if applicable. A Cornell employee engaging in Program work during normal Cornell business hours (Monday – Friday, 8:00 am – 5:00 pm) shall take annual leave equal to the amount of time worked for Program, up to a maximum of four (4) hours per day for on-campus Program activities, or up to eight (8) hours per day for off-campus Program activities. No Cornell employee, including the USER, may be paid both by the Cornell and the Program for work performed for the Program for the same hours the employee is working for Cornell.

9. Indemnification. USER releases and discharges Cornell (and its board, officers, employees and agents) from any and all liabilities for any loss, injury or damages to person or property that may be sustained by reason of the use of the Premises or exercise of any rights under this Agreement. USER agrees further it shall indemnify, defend and save harmless Cornell along with its board, officers, employees and agents, from any and all liabilities, suits, actions, claims, demands, damages, losses, expenses and costs of every kind and nature incurred, asserted or imposed against the State and/or Cornell by reason of any accident, injury (including death), loss, or damage to any person or property howsoever caused, arising from or connected with the Program or the exercise of any rights under this Agreement.

10. Insurance.
a. Commercial General Liability Insurance. For the duration of the Program and at all times during the use of the Premises, USER shall maintain a policy of comprehensive liability insurance, ensuring special coverages as necessary to include public liability, bodily injury, molestation and/or coverage for sexual assaults and property damage, written by a company licensed to do business in the state of New York, covering the use contemplated by this Agreement in the amount of One Million Dollars ($1,000,000.00) combined single limits per occurrence and Two Million Dollars ($2,000,000) aggregate. USER shall name Cornell University, including its trustees, officers, agents and employees as Additional Insureds for the said purpose and use of this Agreement. USER agrees that that the insurance shall be primary coverage and shall contain no terms allowing the insurer to be subrogated to the rights of any injured or damaged person or entity insofar as said person or entity may have claims against Cornell. Cornell reserves the right to request a Certificate of Insurance (COI) evidencing that such insurance has been obtained by the USER.

b. Automobile Liability Insurance (if applicable), covering owned, hired and non-owned vehicles in an amount not less than One Million Dollars ($1,000,000) combined single limit each accident.

o For Chartered Bus Companies, minimum Automobile Liability coverage requires is Five Million Dollars ($5,000,000)

c. Accident Insurance. For the duration of the Program and at all times during the use of the Premises, USER shall maintain a policy of accident insurance for attendees engaging in Program-sponsored athletic activities with coverage limits of no less than Five Thousand Dollars ($5,000.00) per accident per attendee. These are minimum limits and USER shall have the recommended option to carry higher limits of accident insurance coverage for attendees. USER has the discretionary option to procure this accident insurance coverage on either an Excess Insurance Basis or Primary Basis.

d. Worker’s Compensation. If applicable, USER shall also maintain Worker’s Compensation insurance to meet the requirements of the Workers Compensation laws of New York, and Employer’s Liability Insurance with limits of not less than One Million Dollars ($1,000,000) each accident for bodily injury and disease.

e. Umbrella/Excess Liability on an occurrence basis and that applies excess of the required underlying general liability, automobile liability, and employer’s liability policies in an amount no less than Five Million Dollars ($5,000,000) Annual Aggregate. Coverage must be follow-form over the underlying Commercial General Liability, Automobile Liability, and Employer’s Liability policies.

f. Property Insurance (optional) insuring all equipment and personal property brought on the premises. Such insurance shall be written on a replacement cost basis in an amount equal to one hundred percent (100%) of the full replacement value. Cornell will NOT be responsible for any equipment or property that is lost, stolen, damaged, or left behind by the operator and or participants.

g. Other Insurance Requirements

o These minimum requirements shall not limit the liability or relieve the program operator of any obligation or responsibilities under the Contract. Cornell reserves the right to require additional coverage or to increase limits as the activities or use of the premise changes. Any changes to these requirements shall only be made in writing and agreed upon by all parties.
o All liability insurance required to be maintained shall be issued on an “occurrence” basis by an insurance company licensed or authorized to do business in New York State with a rating of A- VII or better by A.M. Best.
o Certificates of insurance shall evidence that Cornell University, its trustees, officers, directors, agents, representatives, and employees are included as additional insured. Certificate of insurance for all policies required of the operator must be received by Cornell University, at least 15 days prior to program or event commencement.
o Should operator engage the services of any sub-contractor, the operator shall ensure that such sub-contractor carries all required insurance in the same forms and amounts as required of the operator under the contract, and shall include Cornell University, its trustees, officers, directors, agents, representatives, and employees as additional insured under those policies.
o The operator shall inform the Cornell University Risk Management and Insurance department of all incidents and/or accidents that occur on University premises or that might otherwise give rise to a claim against the University and shall be responsible for providing appropriate written notification. Such notification shall be provided as soon as reasonably possible but will not exceed twenty-four (24) hours after the operator is aware of the incident/accident.

11. Termination.

a. Either Party may terminate this Agreement without cause upon thirty (30) days’ written notice to the other. In the event of such notice of termination without cause, Cornell shall refund to USER any portion of the Fee already paid, save any costs incurred by Cornell in the performance of this Agreement as of the date of termination, and the Parties shall have no further obligations to each other.

b. USER’s failure to comply with any of the terms and conditions of this Agreement is grounds for immediate termination of this Agreement by Cornell. In the event of termination by Cornell as a result of a breach by USER following the Program’s commencement, USER shall make full payment of the Fee and any associated expenses under this Agreement.

12. Force Majeure. If the Premises is rendered unsuitable for the conduct of the Program or if the Program itself must be cancelled by reason of fire, earthquake, hurricane, flood, act of God, strikes, work stoppage or other labor disturbances, riots or civil commotions, war or other act of any foreign nation, power of government, governmental agency or authority, or any other cause which is beyond the control of the University or USER, Cornell and USER are released from their obligations under this Agreement.

13. Assignment. This Agreement is personal and USER shall not assign this Agreement or any privileges granted hereunder, nor allow any other person, group, or entity to use the Premises during the time of the Program without the prior written consent of Cornell.

14. Relationship of the Parties. With respect to the Program and this Agreement, USER represents and warrants it is an independent contractor and is neither an agent nor employee of Cornell, and its representatives, agents, contractors, and employees have no employment relationship, no joint venture nor legal partnership with the University associated with the operation of the subject Program(s). USER shall be solely responsible for the operation, management, supervision and control over the Program(s) and its employees, agents, and/or volunteers. USER is solely responsible for setting, charging, and collecting fees for the Program and is solely responsible for tax consequences associated with the Program.

15. Notices. All notices shall be hand delivered, sent by private overnight mail service, or sent by registered or certified U.S. mail and addressed to the party to receive such notice at the address given below, or such other address as may hereafter be designated by notice in writing:

If to Cornell: ____________________________
____________________________
____________________________
____________________________

If to USER: ____________________________
____________________________
____________________________
____________________________

16. Entire Agreement. This Agreement contains the entire agreement of the Parties and there are no representations, inducements or other provisions other than those expressed herein. All changes, additions or deletions to this Agreement shall be in writing and executed by the authorized representatives of both Parties.

17. Governing Law. This Agreement and the rights and obligations of the Parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New York, and the exclusive venue for any legal proceedings arising from or incident to this Agreement shall be the state courts sitting in Tompkins County, New York.

18. Severability. Should any provision of this Agreement be declared illegal, void, or unenforceable under New York law, or shall be considered severable, the Agreement shall remain in force and be binding upon the Parties hereto as though the said provision had never been included.

IN WITNESS WHEREOF, the Parties have made this Agreement effective as of the date of the last signature below as indicated by the signatures of their authorized representatives.

CORNELL UNIVERSITY USER

Recommended by:

_____________________________ _______________________________
Name: _________________________
Date: ______________________ Date: __________________________

Authorized by:

_____________________________ Date: ______________________

Exhibit A

Date ___________

PROGRAM FEES

1. Program Name/Date: _______________________________________

2. Number of Days: _______________________________________

3. Daily Attendance: _______________________________________

Due Cornell ($__.00 per attendee, per day) $______________

Extra Charges (Labor, Equipment, Maintenance expenses, etc.) $______________

Total Amount Due $______________

Please make checks payable to: Cornell University.

Payment terms: Net 45 days. Thank you.

Exhibit B

Sample Licensing Agreement for Use of Cornell Logos and Marks

Exhibit C

List of Licensees Available to Produce Licensed Merchandise for Programs

Exhibit D

RELEASE, INDEMNIFICATION, AND HOLD HARMLESS AGREEMENT
(TOMKINS COUNTY, NEW YORK)

In consideration for the Attendee being permitted to participate in the Program from [insert dates] (“Activity” or “Activities”), I do waive and release forever any and all rights for claims and damages I may have against Cornell University, its governing board, officers, agents, employees, and the camp or Program operator ______________ (“Operator”), from and against any and all liability for any harm, injury, damage, claims, demands, actions, costs, and expenses of any nature which Attendee may have or which may hereafter accrue to Attendee, arising out of or related to any loss, damage, or personal injury, that may be sustained by Attendee or by any property belonging to Attendee, whether caused by negligence or carelessness on the part of Cornell University, its officers, employees, agents, and Operator, or otherwise, while Attendee is in, on, upon, or in transit to or from the premises where the Activity, or any adjunct to the Activity, occurs or is being conducted.

I accept, understand, and assume that there is a risk of injury in this Activity, due to the physical nature of the Activity, including but not limited to falls, contact with other participants, and being injured attendant to the activities related to or performed at the Program or on Cornell’s campus. Attendee agrees to follow all instructions and to wear all necessary, recommended, and appropriate protective gear and equipment, and assume all risks associated with participation excepting the acts or omissions of other individuals proximately resulting in injury to the Attendee.

I understand that this Activity is neither administered nor sponsored by Cornell University and that the Operator is providing this instruction or Program outside the scope of his/her employment with Cornell. I agree to release, hold harmless, and indemnify Cornell University, its governing board, its officers, its employees, its agents, and Operator from any and all claims and liability arising out of the Activities on campus or attendant to the Program excepting acts or omissions of gross negligence or recklessness proximately resulting in injury(ies) to Attendee.

___________________________ ____________________________ __________________
Signature of Attendee Printed Name of Attendee Date

If Attendee is a minor under the age of eighteen, signature of Parent or Guardian is required:

___________________________ ___________________________ __________________
Signature of Parent/Guardian Printed Name of Parent/Guardian Date

___________________________ email: ______________________________________________
Address

___________________________
City, State, Zip Code

___________________________
Mobile or Telephone

Exhibit E

Sample Agreement for Use of Cornell Housing Facilities

Exhibit F

Sample Agreement for Use of Cornell Dining Services

Approved Vendor list

MINORS’ ADDENDUM

I. Health, Safety and Protection of Minors Measures

a. Background Checks. USER shall comply with all background check requirements attached as Exhibit H, which is incorporated by reference as if fully set forth herein.

b. All Program employees and volunteers shall participate in required training (acceptable and verified by Cornell) regarding the treatment and protection of minors in advance of any participation, supervision, or interactions with Program participants who are under the age of 18.

c. Staff-Attendee Ratio. At all times during the Program, USER shall maintain the following minimum staff to attendee ratio based upon the age of the majority of Program attendees:

Age of Majority of Attendees Staff Attendees
4-5 years 1 5
6-8 years 1 6
9-14 years 1 8
15-18 years 1 10

II. Program directors and supervisors shall train all their volunteers and staff in health and safety measures for the protection of Minor Program participants. Program training and operations should include measures surrounding the following considerations:

1. Most incidents of molestation or abuse of Minors occur where an adult has an opportunity to be alone with a minor together with privacy and secrecy. While it may be impossible to avoid all circumstances where an adult has one-to-one time with a Minor, Programs and activities should endeavor to avoid situations and circumstances where an adult has one-to-one contact with a Minor where that access presents opportunities for secrecy or privacy. In general, it is expected that activities with Minors will involve two or more adult participants or minimally involve unscheduled ‘drop-ins’ and ‘interruptions’ by authorized directors and/or supervisors.

2. A minimum of two or more adult supervisors present for any program involving an overnight sleepover and the two adults supervise participants as a team and remain in contact while supervising Minor participants. ‘Drop-in and interrupt’ opportunities should be considered for all one-to-one and overnight activities where there presents a one-to-one adult to Minor opportunity coupled with secrecy and privacy.

3. Adult supervisors shall not pick up Minors or drop off Minors from their homes – other than the driver’s child or children, or friends of the driver’s child or children – other than when their child or children are present, at the Minor children’s homes in the adult supervisor’s personal vehicle, whether before, during, or after the Program or activity.

4. Train and learn the signs of abuse and/or minor grooming, ‘soft-touching’ and testing of Minors by abusers and molesters.

5. Prohibit outside communications, including via social media, between minors and
counselors, volunteers, or employees.

6. Establish clear procedures to communicate and report suspected abuse/molestation of minors.

7. A set of standards for handling minors with special needs

Exhibit H

Background Check Requirements for Programs

1. Programs may utilize any accredited background check agency to perform background checks.

2. Cornell University employees are also required to complete a background check every two years. All other Program employees, including volunteers, as well as employees of subcontractors, shall complete a background check annually.

3. All background checks shall be completed before any individual works a Program on Cornell Premises involving the participation of minors.

4. USER shall certify that each individual (regardless whether they are employees, volunteers, officers, or agents of the USER and Program) has completed a background check.

5. All decisions regarding whether an individual is fit to work a Program must be made by USER. Neither Cornell nor Cornell Athletics can make this determination for privately operated Programs.

For more information regarding Cornell campuses in New York City, please contact the following individuals:

Weill Cornell Medicine – Risk Management
Joyce Bowes at jcb2011@med.cornell.edu
Cornell Tech
Kathy A. Mendall at kam488@cornell.edu