HomeMy WebLinkAboutContracts & Agreements_157-2024FACILITY USE AGREEMENT
This Facility Use Agreement ("Agreement") is made and entered into this 3rd day of September,
2024 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"),
and the Family Service Association, a California nonprofit public benefit corporation ("FSA").
City and FSA are sometimes individually referred to herein as a "Party" and, together, as the
"Parties."
RECITALS
WHEREAS, the City of Redlands Community and Facilities Department Recreation and
Senior Services Division ("Division") focuses on fostering community integration while
preserving individuals' dignity and well-being; and
WHEREAS, the Division offers various programs aimed at enriching the lives of
Redlands residents, which include programs and community partnerships, promoting nutrition
and healthy eating habits, encouraging active living, and providing essential informational
services; and
WHEREAS, the Division partners with FSA to ensure seniors have access to affordable
and nutritious meals; and
WHEREAS, FSA has provided quality human services, child development, housing and
senior services to residents of the Inland Empire and desert communities for more than 60
years; and
WHEREAS, the City of Redlands and FSA wish to enter into this Agreement to
formalize the partnership between the City of Redlands and FSA regarding the use of kitchen
facilities at the Joslyn Senior Center and Ediberto and Gloria Flores Senior Center for the
senior nutritious meal program, which feeds 2,500 seniors a day throughout San Bernardino
County, assisting seniors and their loved ones in helping to maintain their independence.
ARTICLE 1. PREMISES
1.1 City grants FSA a non-exclusive right to use the Premises as described below pursuant to
the terms and conditions in this Agreement:
1. Joslyn Senior Center (located at 21 Grant Street, Redlands, California, 92373):
o Kitchen facilities: approximately 500 square feet
o Multi -purpose room: approximately 2,590 square feet
2. Ediberto and Gloria Flores Senior Center (located at I I I Lugonia Avenue,
Redlands, California):
o Kitchen facilities, kitchen storage area, and rear office space: approximately
1,320 square feet
o Multi -purpose room: approximately 2,068 square feet
1
I:\cmo\Agreements\Family Service Association Facility Use Agreement FY24-0008.docx-ms
ARTICLE 2. TERM
2.1 This Agreement shall be for a term of five (5) years commencing on its Effective Date,
unless earlier terminated as provided for herein.
2.2 Either Party may terminate this Agreement, without cause, by providing at least ninety
(90) days prior written notice to the other Party specifying the date for termination of this
Agreement.
ARTICLE 3. RENTAL FEE
3.1 Based on the public purpose set forth in the Recitals herein, City will waive the City's per
hour facility rental fee in connection with the use of the Premises during the term of this
Agreement.
ARTICLE 4. USE OF PREMISES
4.1 The Premises shall be used for the exclusive purpose of operating the FSA's Nutrition for
Seniors Program ("Program"). FSA shall not use or permit the Premises to be used for
any other purpose without the prior written consent of the City.
4.2 City agrees to allow FSA to collect donations for the services provided. FSA's program
includes current suggested donation amounts of $3.00 a meal for seniors or $9.50 for
residents under 60 years of age. These amounts may vary with increased costs, but may
be collected by FSA as part of the Program.
4.3 FSA will provide lunch service for seniors at the Ediberto and Gloria Flores Senior Center
Monday through Friday from 11:30 a.m. to 12:30 p.m. and breakfast service for seniors at
the Joslyn Center on Fridays from 9:00 a.m. to 10:00 a.m. Additional use of the Premises
for these programs include preparation and clean-up activities and will not exceed 40 hours
per week.
4.4 During the term of this Agreement, FSA shall conduct business of the type and nature
specified in Section 4.1 of this Agreement on the Premises in accordance with all
applicable laws and in a safe and business -like manner. FSA shall assume full
responsibility for its personal property used at the Premises and shall hold City harmless
for any theft or damage relating to FSA's personal property.
4.5 FSA 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. FSA shall be
responsible for ensuring all staff meet all applicable County Health Department
requirements for food preparation and handling. No lock shall be replaced on the interior
or exterior of the Premises without the written permission of City's Facilities and
Community Services Director.
4.6 FSA 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. FSA shall, at its own cost and expense,
maintain insurance for all personal property on the Premises.
2
I:\cmo\Agreements\Family Service Association Facility Use Agreement FY24-0008.docx-ms
4.7 FSA shall not commit, or permit the commission by others, of any waste on the Premises.
FSA shall not maintain, commit, or permit the maintenance or commission of any
nuisance on the Premises, and FSA shall not use or permit the use of the Premises for any
unlawful purpose.
ARTICLE 5. INDEPENDENT CONTRACTOR
5.1 It is the express intention of the Parties that FSA is, and shall remain during the term of
this Agreement, an independent contractor and not be an agent or employee of City. FSA
represents to City that it is free from the control of City as to how FSA's Program is
provided to the public; the Program provided by FSA is not part of City's business; FSA
is providing the same or similar Program to other persons and entities through FSA's
business operation, or through other businesses; and that FSA agrees that the Program
conducted within the Premises is not FSA's sole source of business. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the relationship of
employer and employee between FSA and City. The Parties acknowledge that FSA's
employees are not employees of City for State tax, Federal tax, or any other purpose.
ARTICLE 6. COMPLIANCE WITH LAWS
6.1 FSA shall, at FSA'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 FSA's use and occupancy of the Premises for FSA'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 FSA in a proceeding brought against FSA by any government entity
that FSA has violated any such statute, ordinance, regulation, or requirement shall be
conclusive as between City and FSA and shall constitute grounds for termination of this
Agreement by City.
ARTICLE 7. INDEMNITY AND INSURANCE
7.1 FSA 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 FSA's negligent acts or omissions, and the willful misconduct of
FSA, and that of FSA's agents, employees and invitees, during FSA's occupation and use
of the Premises during the term of this Agreement. This section shall survive any
termination or expiration of this Agreement.
A. Comprehensive general liability insurance, with carriers acceptable to City, with
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. City shall be names as an additional insured and such insurance
shall be primary and non-contributing to any insurance or self-insurance
maintained by City. A certificate of insurance with endorsements evidencing such
coverage shall be provided to City prior to FSA's occupancy of the Premises.
3
I:\cmo\Agreements\Family Service Association Facility Use Agreement FY24-0008.doex-ms
B. 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 FSA is self -insured or exempt from the worker's
compensation laws of the State of California. FSA shall provide City with Exhibit
"A," titled "Workers' Compensation Insurance Certification," which is attached
hereto and incorporated herein by this reference prior to occupancy of the
Premises.
C. FSA shall defend, indemnify and hold harmless City, and its elected officials,
officers, employees, agents, and volunteers, from any and all damages, costs,
suits, claims, losses and liability for injury to persons including death, and
damage to property, arising out of, or in connection with, any act or omission of
FSA or its officers, employees, agents or volunteers, in connection with operation
of its business at the Premises.
ARTICLE 8. TAXES AND UTILITIES
8.1 City shall pay, and hold FSA 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. FSA shall pay, and hold City free and
harmless from, all charges for telephone usage by FSA at the Premises.
ARTICLE 9. ATTORNEYS' FEES
9.1 In the event any action is commenced to enforce or interpret the ternls 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 10. NOTICES
10.1 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:
CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
FAMILY SERVICE ASSOCIATION:
Tom Donahue
F SA — Senior Nutrition Administrator
21250 Box Springs
Moreno Valley, CA 92557
tom.donahue@fsaca.org
(951) 203-2316
4
I:\cmo\Agreements\Family Service Association Facility Use Agreement FY24-0008.docx-ms
ARTICLE 11. MISCELLANEOUS
11.1 FSA 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 by FSA 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 the City, result in immediate termination of this Agreement.
11.2 This Agreement constitutes the entire agreement between City and FSA respecting FSA's
use of the Premises, and sets forth the obligations of City and FSA 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. Any modifications
to this Agreement shall be in writing and executed by both Parties.
11.3 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.
Executed as of the 3rd day of September 2024, at Redlands, California.
CITY OF
FAMILY SERVICE ASSOCIATION
rr�
Cheryl ansberge. (Sep 3, ]02413:3fi POTS
Tejeda, Mayor Cheryl -Marie Hansberger, CEO
ATTEST
e e Donaldson, City Clerk
5
I:\cmo\Agreements\Family Service Association Facility Use Agreement FY24-0008.docx-ms
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).
TD 21 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.
FAMILY SERVICE ASSOCIATION
I:
.—ate as
Tom Donahue, Senior Nutrition Administrator
6
I:\cmo\Agreements\Family Service Association Facility Use Agreement FY24-0008.docx-ms
Date: 09/03/24