HomeMy WebLinkAboutContracts & Agreements_217-2022CITY OF REDLANDS
FACILITY USE AGREEMENT
This Facility Use Agreement ("Agreement") dated the 18th day of October, 2022,
("Effective Date"), by and between the City of Redlands, a municipal corporation and general law
city ("City"), and San Bernardino Countyonbehalfofthe San Bernardino County Department of Adult
and Aging Services ("SBCDAAS"). City and SBCDAAS are sometimes individually referred to
herein as a "Party" and, together, as the "Parties."
ARTICLE 1. PREMISES
Section 1.01. City agrees to permit SBCDAAS to use the Grand View Classroom,
consisting of approximately 500 square feet, located at the Redlands Community Senior Center,
111 West Lugonia Avenue, Redlands, California (the "Premises") on the terms and conditions
hereinafter set forth.
ARTICLE 2. TERM
Section 2.01. This Agreement shall be for a term of three (3) consecutive years
commencing on its Effective Date, unless earlier terminated as provided for herein.
ARTICLE 3. RENT
Section 3.01. The per hour fee for SBCDAAS' use of the Premises during the term of this
Agreement shall be waived.
ARTICLE 4. USE OF PREMISES
Section 4.01. The Premises shall be used for the exclusive purpose of operating the San
Bernardino County's Department of Adult and Aging Services Outreach program. The program
will provide senior citizens in the community with community resources, bus passes, and
assistance with the Home Energy Assistance Program (HEAP). SBCDAAS shall not use or permit
the Premises to be used for any other purpose without the prior written consent of City.
Section 4.02. Operation of Business. During the term of this Agreement, SBCDAAS shall,
unless prevented by conditions beyond its control, conduct business of the type and nature
specified in Section 4.01 of this Agreement on the Premises in a safe and business -like manner.
The Premises shall be used only for the time and dates approved for SBCDAAS as identified on
City's Facility Rental form. In the event that scheduling modifications are necessary, SBCDAAS
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. City may charge
SBCDAAS a fee in the amount of Sixty -One Dollars ($61.00) per hour for any scheduling changes
made by SBCDAAS without the aforementioned forty-five (45) day notice. SBCDAAS shall
assume full responsibility for its personal property used at the Premises, and shall hold City
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harmless for any and all theft or property damage relating to SBCDAAS' personal property.
Section 4.03. User Responsibility. SBCDAAS shall be solely responsible for any set up
and cleaning associated with its use of the Premises, and shall maintain the Premises in a clean
and litter free manner.
Section 4.04. Insurance Hazards. SBCDAAS 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. SBCDAAS shall, at its own
cost and expense, maintain insurance for all personal property and improvements on the Premises.
Section 4.05. Waste or Nuisance. SBCDAAS shall not commit, or permit the commission
by others, of any waste on the Premises. SBCDAAS shall not maintain, commit or permit the
maintenance or commission of any nuisance on the Premises, and SBCDAAS shall not use or
permit the use of the Premises for any unlawful purpose.
Section 4.06. Compliance with Laws. SBCDAAS shall, at SBCDAAS sole cost and
expense, comply with all statutes, ordinances, regulations and requirements of all governmental
entities, federal, state and county or municipal, relating to SBCDAAS use and occupancy of the
Premises for SBCDAAS 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 SBCDAAS in a proceeding brought against SBCDAAS by any
government entity that SBCDAAS has violated any such statute, ordinance, regulation or
requirement shall be conclusive as between City and SBCDAAS and shall constitute grounds for
termination of this Agreement by City.
ARTICLE 5. INDEMNITY AND INSURANCE
Section 5.01. SBCDAAS shall defend, indemnify and hold harmless City, and its elected
officials, officers, employees and agents from and against any and all claims, causes of action,
damages and liability resulting from SBCDAAS negligent acts or omissions, and the willful
misconduct of SBCDAAS, and that of SBCDAAS agents, employees and invitees, during
SBCDAAS occupation and use of the Premises during the teitn of this Agreement. This section
shall survive any termination or expiration of this Agreement.
Section 5.02. City shall defend, indemnify and hold harmless SBCDAAS, and its elected
officials, officers, employees and agents from and against any and all claims, causes of action,
damages and liability resulting from City's negligent acts or omissions, and the willful misconduct
of City, and that of City's agents, employees and invitees, during SBCDAAS occupation and use
of the Premises during the term of this Agreement. This section shall survive any termination or
expiration of this Agreement.
Section 5.03 City and SBCDAAS are authorized self -insured public entities for
purposes of Professional Liability, General Liability, Automobile Liability, Worker's
Compensation and Property Damage and warrant that through their respective
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programs of self-insurance, they have adequate coverage or resources to protect against
liabilities arising out of the performance of the terms, conditions or obligations of this
Agreement. Prior to occupancy of the Premises, SBCDAAS shall provide City with
Exhibit "A," titled "Workers' Compensation Insurance Certification" which is attached
hereto and incorporated by reference herein.
Section 5.04 It is the express intention of the Parties that SBCDAAS is, and shall remain
during the term of this Agreement, an independent contractor and not be an agent or employee of
City.
ARTICLE 6. TAXES AND UTILITIES
Section 6.01. City shall pay, and hold SBCDAAS free and harmless from, all charges for
the furnishing of gas, water, sewer, electricity, solid waste disposal and other public utilities
provided to the Premises during the term of this Agreement. SBCDAAS shall pay, and hold City
free and harmless from, all charges for telephone usage by SBCDAAS at the Premises.
ARTICLE 7. ASSIGNMENT PROHIBITED
Section 7.01. This Agreement is personal to SBCDAAS. SBCDAAS shall not encumber,
assign, sublease or otherwise transfer this Agreement, or any right or interest therein, without the
prior written consent of City. Any encumbrance, assignment, sublease or transfer without such
prior written consent of City shall constitute an immediate breach of this Agreement and may
notwithstanding any other provision of this Agreement and at the sole discretion of City, result in
the immediate termination of this Agreement.
ARTICLE 8. ATTORNEYS' FEES
Section 8.01. 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 9. NOTICES
Section 9.01. Any notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on
the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class,
certified, registered or express mail; in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a party may provide notice in
accordance with this section:
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CITY SAN BERNARDINO COUNTY
Jeanne Donaldson, City Clerk
P.O. Box 3005
Redlands, CA 92373
jdonaldson@cityaredlands.org
909-798-7531
Pete Mendoza, Interim Director
Purchasing Depaitnitent
777 E. Rialto Ave.
San Bernardino, CA 92415-0760
Pete.Mendoza@pur.sbcounty.gov
909-387-2073
ARTICLE 10. TERMINATION
Section 10.01. Either Party may terminate this Agreement, without cause, by providing
ninety (90) days prior written notice to the other Party specifying the date for termination of this
Agreement. In the event of any breach of this Agreement by SBCDAAS, in addition to any other
rights or remedies City may have, City shall have the option of immediately terminating this
Agreement. All remedies of City under this section shall be cumulative and in addition to any other
legal or equitable rights and remedies which City may have.
ARTICLE 11. ENTIRE AGREEMENT
Section 11.01. This Agreement constitutes the entire agreement between City and
SBCDAAS respecting SBCDAAS' use of the Premises, and correctly sets forth the obligations of
City and SBCDAAS 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 11.02. No waiver by either Party of any provision of this Agreement, or waiver of
any breach of this Agreement, shall be deemed to be a waiver of any other provision of this
Agreement, or of any subsequent breach by either Party of the same of any other provision ofthis
Agreement. Neither the failure nor any delay on the part of the either Party to exercise any such rights
and remedies will operate as a waiver thereof, nor does any single or partial exercise by either Party
of any such right or remedy preclude any other or further exercise of such right or remedy, or any
other right or remedy.
Executed as of the 18th day of October, 2022, at Redlands, California.
[Signature Page Follows]
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CITY OF REDLANDS
By:
Paul T. Barich, Mayor
ATTEST:
l
,i[ciet,ILAt
ce24,4d4A--
nne Donaldson, City Clerk
SAN BERNARDINO COUNTY ON BEHALF
OF THE DEPARTMENT OF ADULT AND
AGING SERVICES
By:
Title: Interim Director, Purchasing Department
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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.
CHEQK 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).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I 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.
San Be rdino County Date: /1/2 2a2Z
By: j�0 PP'7 ArCii 2744
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