HomeMy WebLinkAboutContracts & Agreements_217-2014_CCv0001.pdf AGREEMENT
This Agreement ("Agreement") is made and entered into this 18th day of
November, 2014 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City"), and One Hundred and Eighty Degrees and Still Standing("180SS").
City and 180SS are sometimes individually referred to herein as a "Party" and, together,
as the "Parties."
ARTICLE 1.PREMISES
Section 1.01 City agrees to allow 180SS, on a non-exclusive basis, to provide free
nutritional meals for youth at the Redlands Community Center, located at 1 i 1 Lugonia
Avenue,Redlands, California ("the Premises").
ARTICLE 2. TERM
Section 2.01. This Agreement shall be for a tenn of three (3) years, unless earlier
terminated as provided for herein.
ARTICLE 3. USE OF PREMISES
Section 3.01. The Premises shall be used by 18OSS for the exclusive purpose of
providing flee nutritional meals to all children in attendance at the after school programs
that are offered at the Redlands Community Center. 180SS is a food distribution agency
for the California Adult and Child Food Program (CACFP), which provides services to
before and after school programs in the area. 18OSS will provide the meals to youth at the
Premises, and will prepare the meals daily at its centralized kitchen in Moreno Valley and
transport such meals to the Premises, all at no cost to City. Menus will be available in
advance for review and approval by City(State guidelines require for 8 ounces of milk,3/4
cup fresh fruit and vegetable (2 items fruit and vegetable), % cup grains, and 2 ounces of
proteins. City will support the operations of I8OSS by providing free access to the
Premises to 180SS at such times and dates as determined by City.
Operation of Business
Section 3.02. During the term of this Agreement, 18OSS shall, unless prevented
by conditions beyond its control, conduct business of the type and nature specified in
Section 3.01 of this Agreement on the Premises in a safe and business like manner.
18OSS shall serve and distribute nutritional meals to youth that participate in the
afterschool programs at the Premises, shall comply with all applicable food and safety
laws, and shall sanitize all areas where feeding activities take place. 180SS shall fin-ther
be responsible to monitor and oversee youth safety during the serving of the meals.180SS
shall assume full responsibility for its personal property used at the Premises, and shall
hold City harmless for any theft, damage and other incidents relating to 180SS's personal
property, unless due to the negligence of City.
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User Responsibility
Section 3.03. 180SS shall be solely responsible for the set up associated with its
business, and shall maintain the Premises in a clean manner and litter free.
Insurance Hazards
Section 3.04. 180SS shall not commit, or permit the commission, of any acts on
the Premises, or use or permit the use of the Premises, in any manner that will increase
the existing rates for, or cause the cancellation of, any fire, liability, or other insurance
policy insuring the Premises or the improvements on the Premises. 18OSS shall, at its
own cost and expense, maintain insurance for all 180SS' personal property used on the
Premises.
Waste or Nuisance
Section 3.05. 180SS shall not commit, or permit the commission by others, of any
waste on the Premises. 18OSS shall not maintain, commit or permit the maintenance or
commission of any nuisance on the Premises, and 18OSS shall not use or permit the use
of the Premises for any unlawful purpose.
Compliance with Laws
Section 3.06. 18OSS shall, at 180SS's sole cost and expense, comply with all
statutes, ordinances, regulations and requirements of all governmental entities, federal,
state and county or municipal, relating to 180SS's use of the Premises for 180SS's
operation of business whether those statutes, ordinances, regulations and requirements are
now in force or are subsequently enacted. The judgment of any court of competent
jurisdiction, or the admission by 180SS in a proceeding brought against 18OSS by any
government entity that 180SS has violated any such statute, ordinance, regulation or
requirement shall be conclusive as between City and 18OSS and shall constitute grounds
for termination of this Agreement by City.
ARTICLE 4.INDEMNITY AND INSURANCE
Section 4.01. 180SS shall defend, indemnify and hold harmless City, and its
elected officials, officers and employees, fi-om and against any and all claims, losses,
damages, causes of action and liability resulting from the negligent acts or omissions, or
willful misconduct, of 180SS, or its agents and employees and invitees, during 180SS's
use of the Premises.
Section 4.02. City shall defend, indemnify and hold harmless 180SS, its
employees and agents from and against any and all claims, losses, damages, causes of
action and liability resulting from the negligent acts or omissions, or willful misconduct,
of City, or its elected officials, officers and employees, during 180SS's use of the
Premises.
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Section 4.03. 18OSS shall secure and maintain throughout the term of this
Agreement the following types of insurance:
(1) Insurance required by this Agreement shall be maintained by 180SS for
the duration of its perfonnance of its business at the Premises. 18OSS shall not
undertake any business at the Premises unless and until the required insurance
listed below is obtained by BOSS. 180SS shall provide City with certificates of
insurance and endorsements evidencing such insurance prior to commencement of
the Services. Insurance policies shall include a provision prohibiting cancellation
or modification of the policy except upon thirty (30) days prior written notice to
City.
(2) Workers' Compensation and Employer's Liability insurance in the amount
that meets statutory requirements with an insurance carrier acceptable to City, or
certification to City that 18OSS is self-insured or exempt from the workers'
compensation laws of the State of California. 180SS shall provide City with
Exhibit "A," entitled "Workers' Compensation Insurance Certification," which is
attached hereto and incorporated herein by this reference prior to occupancy of
the Premises
(3) 18OSS shall secure and maintain comprehensive general liability insurance
with carriers acceptable to City. Minimum coverage of One Million Dollars
($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for
public liability, property damage and personal injury is required. City shall be
named as an additional insured and such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by City.
(4) 18OSS shall defend, indemnify and hold harmless City and its elected
officials, employees and agents from and against any and all claims, losses or
liability, including attorneys' fees, arising from injury or death to persons or
damage to property occasioned by and negligent act or omission by, or the willful
misconduct of, 180SS, or its officers, employees and agents in performing the
Services.
ARTICLE 5. TAXES AND UTILITIES
Utilities
Section 5.01. City shall pay, and hold 18OSS free and harmless from, all charges
for the furnishing of gas, water, sewer, electricity, solid waste disposal and other public
utilities to the Premises during the term of this Agreement.
ARTICLE 6. INDEMNITY AND INSURANCE
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Section 6.01. 180SS is a self-insured,non-profit organization. 18OSS shall defend,
indemnify and hold harmless City, and its elected officials, officers, employees, agents
and volunteers, from any and all liabilities for injury to persons and damage to property
arising out of any negligent act or omission, or willful misconduct, of 180SS, or its
trustees, employees, agents or volunteers, in connection with operation of its business at
the Premises.
Section 6.02. City is a self-insured public entity. City shall defend, indemnify and
hold harmless 180SS, and its trustees,employees, agents and volunteers, from any and all
liabilities for injury to persons and damages to property arising out of any negligent act or
omission, or willful misconduct, of City, or its elected officials, officers, employees,
agents or volunteers, in connection with its operation of the Redlands Community Center.
ARTICLE 7. MISCELLANEOUS
Section 7.01. Except as otherwise expressly provided by law, any and all notices
or other communications required or permitted by this Agreement or by Iaw to be served
on or given to either Party to this Agreement by the other Party to this Agreement shall
be in writing and shall be deemed duly served and given when personally delivered to the
party to whom they are directed, or in lieu of personal service, when deposited in the
United States mail, first-class postage pre-paid, addressed to One Hundred and Eighty
Degrees and Still Standing, 1314 W 12th St Los Angeles, CA 90015 or to City at 111 W.
Lugonia Avenue,P.O. Box 3005,Redlands, CA 92373. I80SS and City may change their
respective addresses for the purpose of this section by giving written notice of that
change to the other Party in the manner provided in this section.
Section 7.02. This Agreement constitutes the entire agreement between City and
180SS respecting 180SS's use of the Premises, and correctly sets forth the obligations of
City and 18OSS to each other as of its Effective Date. Any agreements or representations
between the Parties respecting the Premises not expressly set forth in this Agreement are
null and void.
Section 7.03. In the event any action is commenced to enforce or interpret the
terms or conditions of this Agreement, the prevailing Party shall, in addition to any costs
and other relief, be entitled to the recovery of its reasonable attorneys' fees, including
fees for use of in-house counsel by a Party.
Section 7.04. This Agreement may be terminated by either Party by giving ninety
(90) days prior written notice to the other Party.
Executed at Redlands, California.
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CITY OF REDLANDS ONE HUNDRED DEGREES AND STILL
STANDING
By: tel _
Pete Aguilar, Ifyor
Title: i c e ni- —T t
ATTEST:
f
Sam Irwln, Vity Clerk
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EXHIBIT "A"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or
more of the following ways:
(a) By being insured against liability to pay compensation by one or
more insurers duly authorized to write compensation insurance in this
State.
(b) By securing from the Director of Industrial Relations, a certificate of
consent to self-insure, either as an individual employer, or as one
employer in a group of employers, which may be given upon furnishing
proof satisfactory to the Director of Industrial Relations of ability to self-
insure and to pay any compensation that may become due to his or her
employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires
every employer to be insured against liability for Workers' Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and I will comply with
such provisions before commencing the performance of the work and activities required
or permitted under this Agreement. (Labor Code §1861).
.�1 affirm that at all times, in performing the work and activities required or
permitted under this Agreement, l shall not employ any person in any manner such that 1
become subject to the workers' compensation laws of California. However, at any time, if
I employ any person such that I become subject to the workers' compensation laws of
California, immediately I shall provide the City with a certificate of consent to self-
insure, or a certification of workers' compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the
information and representations made in this certificate are true and correct.
One Hundred Degrees and Still Standing Date:
By:
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