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HomeMy WebLinkAboutContracts & Agreements_224-2025Docusign Envelope to: 9D794A98-5419-44F9.9531-3515C36CC4BB FACILITY USE AGREEMENT This Facility Use Agreement ("Agreement") is made and entered into this 21 day of December, 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and the San Bernardino County Department of Adult and Aging Services - Public Guardian, a public agency ("User"). City and User are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, the City owns and operates senior facilities Including the Ediberto & Gloria Flores Senior Center located at 111 West Lugonia Avenue and the Joslyn Senior Center located at 21 Grant Street, in the City of Redlands (collectively the "Premises") , which are maintained for the purpose of providing programs, services, and resources to enhance the well-being of older adults in the community; and WHEREAS, User desires to use designated spaces within the Premises to provide outreach and supportive services to senior citizens, including but not limited to: providing senior citizens in the community with the distribution of supportive services, providing resource referrals, and holding resource fairs. as well as any other future services that may be needed by the User, with approval by the City (the "Services"); and WHEREAS, the City has determined that waiving the rental and attendant fees for the Premises is appropriate because the Services offered by the User are free to participants, align with the City's mission of supporting older adults, and directly benefit City's residents by removing barriers to access; and WHEREAS, this Agreement represents a strategic partnership that leverages the city -owned Premises to deliver significant. public benefits, ensuring that senior citizens have convenient, neighborhood -based access to services that enhance their independence, health, and overall quality of life without additional cost burdens to the community. ARTICLE 1. PREMISES 1.1 City agrees to permit User to use on a non-exclusive basis the Redlands Community Senior Centers (collectively the "Premises"): Ediberto & Gloria Flores Senior Center, 111 West Lugonia Avenue, Redlands, California, specifically, the Grand View classroom, consisting of approximately 500 square feet, and The Joslyn Senior Center, 21 Grant Street, Redlands, CA 92373, room to be determined, on the terms and conditions hereinafter set forth. 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. I: emoUgreementMan Bematdino County Department of Adult and Aging Services-FY2526-066.docx-j1 Docusign Envelope to: 9D794A98-5419-44F9-9531-3515036CC4BB ARTICLE 3. RENTAL FEE 3.1. Based on the public purpose set forth in the Recitals herein, City will waive the per hour facility rental fee, and the per hour staff attendant fee, in connection with the User's 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 providing the Services by User to senior citizens. User shall not use or permit the Premises to be used for any other purpose without the prior written consent of City. User agrees to utilize the Premises in a manner that maintains functionality of the Premises for other programming as needed. 4.2 During the term of this Agreement, User 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, rules and regulations, and in a safe and business -like manner. User may use the Premises on the days and times to be determined by the Parties in writing, subject to availability and space. User agrees to request approval from the Facility and Community Services Director for specific dates and times and shall request approval a minimum of four (4) weeks in advance of requested date(s). 4.3. User shall assume full responsibility for its and its employees' personal property used at or bought to the Premises, and shall defend, indemnify and hold City harmless for any theft or damage relating to User's or User's employees' personal property. 4.4. User 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. User shall be responsible for ensuring all of its employees, agents, and volunteers meet County Health Department requirements for food handling and preparation. User shall not place anyo locks on the interior or exterior of the Premises without the written permission of City's Facilities and Community Services Director. 4.5. User 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. 4.6 User shall not commit, or permit the commission by others, of any waste on the Premises. User shall not maintain, commit, or permit the maintenance or commission of any nuisance on the Premises, and User shall not use or permit the use of the Premises for any unlawful purpose. 4.7 User shall provide the Services with its own employees, contractors, agents and volunteers, and shall not utilize city officials, employees or volunteers to provide the Services. User's employees, agents and volunteers shall be background checked as required under law. ARTICLE 5. INDEPENDENT CONTRACTOR 5.1. It is the express intention of the Parties that User is, and shall remain during the term of this Agreement, an independent contractor and not be an agent or employee of City. User represents to City that it is free from the control of City as to how User's Services is provided to the public; the Services provided by User is not part of City's business operations, User I:\cmo\Agmuments\San Bernardino County Department of Adult and Aging Services-FY2526-g66.docx-j1 Docusign Envelope ID: 9D794A98-5419-44F9-9531-3515C36CC4BB is providing the same or similar Services to other persons and entities through User's business operation, or through other businesses; and that User agrees that the Services conducted within the Premises is not User's sole source of business. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee, joint venturer, or partnership between User and City. The Parties acknowledge that User's employees are not employees of the City for State tax, Federal tax, or any other purpose. ARTICLE 6. COMPLIANCE WITH LAWS 6.1 User shall, at User'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 User's use and occupancy of the Premises in connection with User's provision of Services 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 User in a proceeding brought against User by any government entity that User has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between City and User and shall constitute grounds for termination of this Agreement by City. ARTICLE 7. INDEMNITY AND INSURANCE 7.1 A. User 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 User's negligent acts or omissions, and the willful misconduct of User, and that of User's agents, employees and invitees, during User's occupation and use of the Premises for the provision of Services during the term of this Agreement. This section shall survive any termination or expiration of this Agreement. B. City and User 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 programs of self-insurance, they have adequate coverages 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, User shall provide City with "Exhibit A' titled "Workers Compensation Insurance Certification which is attached hereto and incorporated by reference herein. ARTICLE 8. TAXES AND UTILITIES 8.1 City shall pay, and hold User 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. User shall pay, and hold City free and harmless from, all charges for telephone usage by User at the Premises. ARTICLE 9. ATTORNEYS' FEES 9.1 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 10. NOTICES I:\cmo\Agreements\San Bernardino County Department of Adult and Aging 8ervices-FY2526-066.docz-jI Docusign Envelope ID: 9D794A98-5419- 4F9-9531-3515C36CC4BB 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 or electronic mail transmission (including PDF), 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 Jeanne Donaldson, City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 (Mailing) Redlands, CA 92373 SAN BERNARDINO COUNTY Pete Mendoza Purchasing Purchasing Director 777 E. Rialto Avenue San Bernardino, CA 92415 'donaldson cit ofredlands.or Pete. Mendoza(cr_pur.sbcounty.gov (909) 798-7531 (909) 387-2073 ARTICLE 11. MISCELLANEOUS 11.1. User 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 User 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 User respecting User's use of the Premises, and sets forth the obligations of City and User 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. ARTICLE 12. ELECTRONIC SIGNATURES 12.1 This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The Parties shail be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request 4 I: 1cmolAgreementslSan Bernardino County Department of Adult and Aging Services-FY2526-066.docx jl Docusign Envelope ID: 9D794A98-5419-44F9-9531-3515C36CC4BB IN WITNESS HEREOF, the parties have each caused their authorized representative to execute this Agreement. CITY OF REDLAND Mario Saucedo, Mayor ATTEST s��� "=Aa� ne Donaldson, City Clerk SAN 8ER ARDINO COUNTY Pete Mendoza, Purchasing Director APPROVED TO LEGAL FORM FS' d by: B'I BBRBSA§9FFhIBP Janet LaTourette, Deputy County Counsel Llemo\Agreements%San Bernardino County Department or Adult and Aging Services-FY2526-066.doex jl Docusign Envelope ID: 9D794A98-5419-44F9-9531-3515C36CC4BB 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 employerto be insured against liability for Workers' Compensation orto 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, 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 BERNAR INO COUNTY By: Date: 12/01 /25 Pete Mendoza, Purchasing Director 6 l:\cmo\Agreements\San Bemardino County Deportment of Adult and Aging Services-FY2526-066.docx-j1