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HomeMy WebLinkAboutContracts & Agreements_121-2010_CCv0001.pdf i FACILITY USE AGREEMENT This Facility Use Agreement ("Agreement") is made and entered into this 3rd day of August, 2010 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and the County of San. Bernardino ("County"). City and County are sometimes individually referred to herein as a "Party" and, together, as the"Parties." ARTICLE 1. PREMISES Section 1.01. County hereby rents City's Community Center multi-purpose room, consisting of approximately 2,068 square feet, located at 111 W. Lugonia Avenue in the City of Redlands("the Premises"), ARTICLE 2. TERM Section 2.01. This Agreement shall be for an original term of two (2) years (the "Original Term"), unless terminated by either City or County by providing written notice of such termination to the other Party, ninety (90) days prior to the proposed date of termination. County shall have the option to renew this Agreement for two, successive, two-year terms (the "Renewal Terms"). Written notice of County's desire to exercise its option shall be given to City ninety(90) days prior to the end of the Original Term, or, if applicable, prior to the end of any Renewal Term. ARTICLE 3. RENT AND ADDITIONAL CHARGES Section 3.01. Commencing on the Effective Date of this Agreement, County shall pay to City the sum of Three Hundred Seventy Five Dollars ($375) ("Rent") on or before the last day of each month during the Original Term, and during any Renewal Term, of this Agreement pursuant to a written notice submitted by City to County for the same. Rent for partial months occurring at the commencement and/or termination of any term of this Agreement shall be prorated accordingly. Upon termination of this Agreement, any unused portion of Rent shall be reimbursed to County. Section 3.02. County shall pay to City an additional sum of fifty dollars ($50) per day for cleaning, preparation and maintenance of the Premises. Such amount is in addition to the monthly rental fee of Three Hundred Seventy-Five Dollars($375), for a total charge to County of the sum of Four Hundred Twenty Five Dollars ($425) per month, which shall be paid together to City each month. Section 3.03. County shall provide to City, at the commencement of each month during the term of this Agreement. one ream of paper for County's use of City's facsimile and copying machines. I t:ea djm Agres:mey s County ol'5an Bemardino Facililty use Avre ment.WIC.7,20.Iti.doc ARTICLE 4. USE OF PREMISES Operation of Business Section 4.01. The Premises shall be used solely for operating and conducting the County of San Bernardino's Women, Infants, and Children ("WIC") program. County shall not use or permit the Premises to be used for any other purpose without the prior written consent of City. Scheduling of Premises Section 4.02. The Premises may be used by County on the days of Wednesday and Thursday, from 8:00 a.m, to 4:00 p.m. In the event a scheduling modification is necessary, County shall make a forty-five (45) day advance schedule change request to City indicating the proposed modification. City shall respond to such requests within two (2) weeks of receipt. County shall be responsible for all County, and its invitees', personal property on the Premises, and shall defend, indemnify, and hold City harmless for any theft, damage and other incidents relating to County's or its invitee's personal property. User Responsibility Section 4.03. County shall be responsible for all set up, cleaning and maintenance in connection with the operation of its WIC program and shall leave the Premises in the same condition as of the Effective Date of this Agreement (clean and litter free). County will be issued keys and an alarm code to the Premises, and shall be responsible for the opening and closing of the Premises, and operating the alarm system on dates on which the Premises is scheduled to be closed by City. All locks, keys and access codes are the sole property of the City. City reserves the right to change locks, keys and access codes as needed. No lock shall be placed on the interior or exterior of the Premises without the written permission of City's Chief of Police. All keys, access codes and access cards must be returned to City upon the termination of this Agreement. Insurance Hazards Section 4.04. County shall not commit, or permit the commission, of any acts on the Premises, nor 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. County shall, at its own cost and expense, maintain insurance for all personal property and improvements on the Premises. Waste or Nuisance Section 4.05. County shall not commit, or permit the commission by others, of any waste on the Premises. County shall not maintain, commit or permit the maintenance or commission of any nuisance on the Premises, and County shall not use or permit the use of the Premises for any unlawful purpose. Compliance with Laws Section 4.06. County shall, at County's sole cost and expense, comply with all statutes, ordinances, regulations and requirements of allgovernmental entities, federal, state and county or 2 t:ca dJm Agro mems County ot'San Bernardino facililty use Agmvinent.W IC.i X I0.doe municipal, relating to County's use and occupancy of the Premises, 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 County in a proceeding brought against County by any government entity that County has violated any such statute, ordinance, regulation or requirement shall be conclusive as between City and County and shall constitute grounds for termination of this Agreement by City. ARTICLE 5. TAXES AND UTILITIES Utilities Section 5,01, City shall pay, and hold County 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. County shall pay, and hold City free and harmless from, all charges for telephone usage to the Premises. ARTICLE 6. INDEMNITY AND INSURANCE Section 6.01. County is a self-insured, non-profit organization. County shall defend, indemnify and hold harmless City, and its elected officials, officers, employees, agents and volunteers, from any and all liability for injury to persons and damage to property arising out of any negligent act or omission of County, or its officers, employees, agents or volunteers, in connection with County's operation of the WIC program. Section 6.02. City is a self-insured public entity. City shall defend, indemnify and hold harmless County, and its officers, employees, agents and volunteers, from any and all liability for injury to persons and damages to property arising out of any negligent act or omission of City, or its elective officials, officers, employees, agents or volunteers, in connection with the operation of WIC program. ARTICLE 7. MISCELLANEOUS Restriction Against Subletting or Assignment Section 7.01. County shall not encumber, assign, or otherwise transfer this Agreement, any right or interest in this Agreement, or any right or interest in the Premises or any improvements that may now or hereafter be constructed or installed on the Premises. Any encumbrance, assignment, transfer, or subletting without the prior written consent of City, whether voluntary or involuntary, by operation of law or otherwise, is void and shall at the option of City result in the immediate termination of this Agreement. Notices Section 7.02. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement or by law 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 3 I:ca drn Agreements County of San Bernardino Facilitty use Agreti'ment_Vt IC.7 20.1 o doc postage pre-paid, addressed to County of San Bernardino, Real Estate Services Department, 825 East Third Street, Room 207, San Bernardino, CA 92415-0832, or to City of Redlands at l 1 I W. Lugonia Avenue, P.O. Box 3005, Redlands, CA 92373. County or City may change its respective address for the purpose of this section by giving written notice of that change to the other Party in the manner provided in this section. Entire Agreement Section 7.03 This Agreement constitutes the entire agreement between City and County respecting County's use of the Premises, and correctly sets forth the obligations of City and County 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. Attorneys' Fees Section 7.04. 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. ARTICLE 8. Section 8.01. Use of American Recovery and Reinvestment Act of 2009 Funds and Requirement. A. The Parties acknowledge and agree that the following subsections do not currently apply to this Agreement as neither County nor City will use the funds described below in connection with this leasing of the Premises. Notwithstanding the inapplicability of the following subsections to the Agreement, due to County requirements, the following subsections "B" through "E,"have been included within this Agreement. B. This Agreement may be funded in whole or in part by County with funds provided by the American Recovery Act of 2009 ("ARRA"), signed into law on February 17, 2009. Section 1605 of ARRA prohibits the use of recovery funds for a project for the construction, alteration, maintenance or repair of a public building or public work (both as defined in 2 CFR 176.140) ,unless all of the iron, steel and manufactured good (as defined in 2 CFR 176.1.40) used in the project are produced in the United States. A waiver is available under three limited circumstances: (i) iron, steel or relevant manufactured goods are not produced in the United States in sufficient and reasonable quantities and of a satisfactory quality; (ii) inclusion of iron, steel or manufactured goods produced in the United States will increase the cost of the overall project by more than twenty-five percent (25%); or (iii) applying the domestic preference would be inconsistent with the public interest. The foregoing matters are referred to as the "Buy American" requirement. Any request for a waiver must be made to County for an appropriate determination. C. Section 1606 of ARRA requires that laborers and mechanics employed by contractors and subcontractors on projects funded directly by, or assisted in whole or in part by and through, 4 is ca dim Agreements County of San Bernardino Facililty use,Agreement-W CC,7'Q,to.doc the Federal Government pursuant to ARRA shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 31). The foregoing is referred to as the "Wage Rate" requirement. D. The above described provisions constitute notice under ARRA of the "Buy American" and "Wage Rate" requirements. City must contact County contact if City has any questions regarding the applicability or implementation of the ARRA "Buy American" and "Wage Rate" requirements. City will also provide detailed information regarding compliance with the "Buy American" requirements, expenditure of funds and wages paid to employees so that County may fulfill any reporting requirements County has under ARRA. The information may be required as frequently as monthly or quarterly. City agrees to fully cooperate in providing information or documents as requested by County pursuant to this Article 8. Failure to do so will be deemed a default and may result in the withholding of payments and termination of this Agreement by County. E. City may also be required to register in the Central Contractor Registration ("CCR") database at http://www,ccr.,,,,y. and may be required to have its subcontractors also register in the same database. City will contact County with respect to any questions City may have regarding registration requirements. Section 8.02. A. The Parties acknowledge and agree that the following subsection does not currently apply to this Agreement as neither County nor City will use the funds described below in connection with the leasing of the Premises. Notwithstanding the inapplicability of the following subsection to this Agreement, due to County requirements, the following subsection "B" has been included within this Agreement. B. Schedule of Expenditures of Federal Awards. In addition to the requirements described in "Use of ARRA Funds and Requirements," proper accounting and reporting of ARRA expenditures in single audits is required. City will separately identify the expenditures for each grant award funded under ARRA on the Schedule of Expenditures of Federal Awards ("SEFA") and the Data Collection Form ("SF-SAC") required by the Office of Management and Budget Circular A-133, "Audits of States, Local Governments, and Nonprofit Organizations." This identification on the SEFA and SF-SAC shall include the Federal award number, the Catalog of Federal Domestic Assistance (CFDA) number, and amount such that separate accountability and disclosure is provided for ARRA funds by Federal award number consistent with the recipient reports required by ARRA Section 1512 (c). In addition, City agrees to separately identify to each subcontractor and document at the time of sub-contract and at the time of disbursement of funds, the Federal award number, any special CFDA number assigned for ARRA purposes, and amount of ARRA funds. City may be required to provide detailed information regarding expenditures so that County may fulfill any reporting requirements under ARRA described in this section. The infon-nation may be required as frequently as monthly or quarterly. City will fully cooperate in providing information or documents as requested' by 5 1 ca dimA greellIC111,('01M I ti ol_S,111 13011JI d 1110 raC I I I I tN, Lle Agneemen(AV IC 7 20 10 doc County pursuant to this Section 8.02. Failure to do so will be deemed a default, and may result in the withholding of payments and termination of this A&7eement by County. 6 U ca(Ijin,AgnximEms County ot'San Bernardino Eacitilty use Agreement.WIC.'.20,H)Aoc. Executed at Redlands, California. CITY OF REDLANDS, LANDLORD COUNTY OF SAN BERNARDINO By: Pat Gilbreath, Mayor Gary C. Ovitt, Chair, Board of Supervisors Date: August 3, 2010 ATTEST: Date: LAURA H. WELCH, Clerk Sain Irwin, City derk By: Date: August 3, 2010 Deputy Approved as to Legal Form: RUTH E. STRINGER, County Counsel San Bernardino County, California By: Deputy Date: 7 I'ea djm ,rements County of-San Bernardino Facifilty use Aga-ementAN .?0,111 doc