Loading...
HomeMy WebLinkAboutContracts & Agreements_240-2025MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF REDLANDS AND THE REDLANDS CHAMBER FOUNDATION REGARDING COMMUNITY GREENSPACE ENHANCEMENT COLLABORATION This Memorandum of Understanding Regarding Community Greenspace Enhancement Collaboration ("MOU") is dated this 161h day of December 2025 ('Effective Date") and is entered into by and between the Redlands Chamber Foundation (the "Foundation"), a California nonprofit corporation and 501(c)(3) tax-exempt organization, and the City of Redlands ("City"), a municipal corporation and general law city. The Foundation and the City may be referred to herein individually as a "Party" and together as the "Parties." RECITALS WHEREAS, City has recently acquired a parcel at the northwest corner of Division Street and East Park Avenue in the City of Redlands; and WHEREAS, the Redlands Chamber of Commerce formed a non-profit organization, the Foundation for the purpose of sponsoring education training programs relating to both the public and private sectors of the economy, the environment, and government; and WHEREAS, the Foundation's Leadership Redlands group desires to beautify the community with the planting of plants, flowers and other plant materials for a green space and garden and the installation of pavers and benches and other improvements in accordance with the Foundation Site Proposal attached hereto and incorporated by reference as Exhibit "A" (the "Improvements"); and WHEREAS, the City has agreed to provide a portion of city -owned property for the Improvements located at northwest corner of Division Street and East Park, as more accurately described as Assessor's Parcel Number 0170-142-12-0000 (the "Property"), and as depicted on Exhibit "B" attached hereto and incorporated by reference herein as well as to provide access to irrigation for the Improvements; and WHEREAS, research evidence suggests that green spaces such as parks and gardens provide numerous benefits for human health, well-being, and the environment; and WHEREAS, the Foundation will provide the City with more green space for the community. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: C\cmo\Agreements\Redlands Chamber MOU.FY2526-091.12.09.2025.bm.docx AGREEMENT Section 1. Incorporation of Recitals. The above recitals are true and correct and are hereby incorporated into this MOU by this reference. Section 2. Authority. Unless otherwise specified herein, all authority to act on behalf of the City will be exercised by the City of Redlands Facilities and Community Services (FCS) Department Director, or his or her designee. Unless otherwise specified herein, all authority to act on behalf of the Foundation pursuant to this MOU shall be exercised by the Foundation Executive Director. Section 3. Foundation Obligations. A. The Foundation will provide the City with a site plan in digital or paper form which provides an overview of the Improvements, including but not limited to, the type of plants for the green space/gardens and enhancements, such as the installation of pavers and benches and their placement on the Property, which is subject to prior approval by the FCS Director, or his or her designee. B. The Foundation will perform the Improvements on the Property which is in substantial conformance with the approved site plan provided to the City and approved by the FCS Director or his or her designee. C. Foundation will be responsible for acquiring all necessary plant materials, planting soil, benches, pavers and other materials and equipment to perform the Improvements at its sole cost and expense. D. Foundation will perform the Improvements on the Property using its own employees and volunteers and shall not utilize City employees, volunteers or contractors to assist in the Improvements on the Property. E. The planting period for the Improvements shall take place either Spring (third week of March, to the second week of June) or Fall (fourth week of September, to the third week of December) based on a planting schedule approved in advance by the FCS Director or his or her designee. Access to the Property by Foundation outside of the planting schedule shall be with prior approval of the FCS Director or his or her designee. F. Foundation shall install benches and signage on the Property in accordance with City codes and policies and shall correct, at its sole cost and expense, any Improvements that do not conform to said codes and policies. Installation of benches or other park furniture must be approved by the FCS Director or his or her designee prior to installation. G. Foundation will allow City to inspect the Property at any time to ensure all Improvements have been performed consistent with this MOU, to ensure that there are no public safety concerns, and that the work complies with all local and state laws and policies. 2 1'.\cmo\Agreements\Redlands Chamber MOU.FY2526-091.12.09.2025.bm.doex Section 4. City Obligations. A. The City agrees, at its own cost and expense, to prepare the Property for the Foundation's Improvements by doing the following: (1) Any clearing necessary to prepare the parcel; (2) Providing a water source; (3) Providing water distribution infrastructure to the parcel; (4) Providing Irrigation valve(s) and valve box; (5) Providing one point of supply water line connection (Quick Connect Receiver) to the southern portion of the parcel which abuts Division Street and (6) Providing one point of supply water line connection (Quick Connect Receiver) to the northern portion of the parcel which abuts Division Street. It is Foundation's responsibility to inspect the Property prior to making the Improvements to ensure it is satisfactory for Foundation's purpose and safe for Foundation's staff and volunteers. B. The City agrees to provide the Foundation with traffic control during the scheduled planting periods. C. The City agrees to provide an appropriately sized water meter for maintenance of the Improvements, should it be deemed necessary at the discretion of City. Section 5. City and Foundation Obligations. A. The Parties agree to abide by all applicable laws, and regulations governing this MOU. B. The Parties agree that all Improvements on the Property shall be the sole property of City and Foundation shall have no ownership rights over any of the Improvements on the Property. Section 6. Indemnity and Insurance. A. Foundation 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 Foundation's negligent acts or omissions, and the willful misconduct of Foundation, and Foundation's employees, contractors, volunteers, agents, and invitees in the performance of its obligations as set forth in this MOU. This section shall survive any termination or expiration of this MOU. B. City shall defend, indemnify and hold harmless Foundation, and its officers, employees, volunteers and agents from and against any and all claims, causes of action, damages and liability resulting solely from City's negligent acts or omissions, and the willful misconduct of City and City's officers, officials, employees, contractors, volunteers, contractors, and agents in the performance of its obligations as set forth in this MOU. This section shall survive any termination or expiration of this MOU. C. Foundation shall provide the following insurance coverages: 1. 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 named as an additional insured and such insurance shall be primary and non-contributing 3 Bcmo\Agreements\Redlands Chamber MOU,FY2526-091.12.09.2025.bm.docx 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 Foundation's occupancy of the Property. 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 Foundation is self -insured or exempt from the worker's compensation laws of the State of California. Workers' Compensation coverage shall be endorsed to include volunteer coverage for Foundation's employees and volunteers. Foundation shall provide City with Exhibit "C," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to occupancy of the Premises. Any contractors or subcontractors assisting Foundation with the Improvements must maintain the same insurance coverage as Foundation. Foundation shall provide a certificate of insurance with endorsements evidencing such coverage and the certificate shall be provided to City prior to contractor or subcontractor's performance of the Improvements on Property. Section 7. Duration and Termination. This MOU will be effective for a period of three (3) years commencing from the Effective Date set forth above. Either Party may terminate this MOU at any time by providing 30 days' prior written notice to the other party. Section 8. Notices. 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 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. If to the City: City of Redlands Facilities and Community Services Department 35 Cajon Street, Suite 222, Redlands CA 92373 Attn: Director of Facilities and Community Services If to the Foundation: Redlands Chamber Foundation 47 N. I' Street, Redlands, CA 92373 Attn: Executive Director 4 Como\Agreements\Redrands Chamber MOU.FY2526-091.12.09.2025.bm.doex Section 9. Miscellaneous Terms. A. Representation and Warranties. Each Party has the requisite power and authority to execute and perform this MOU. Each person executing this MOU warrants that he or she has the legal power, right, and authority to execute this MOU and bind his or her respective Party. B. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of California. Prior to initiating any legal action arising out of or relating to this MOU, the parties agree to meet and confer in a good faith effort to resolve the dispute. If such efforts are unsuccessful, venue for any legal action will be in the courts located in San Bernardino County, California. C. Relationship of the Parties. Nothing contained in this MOU shall be construed as creating a joint venture, partnership, or any other similar arrangement between the Parties. No Party to this MOU shall be deemed to be a representative, an agent, or an employee of the other Party. Unless otherwise expressly specified in this MOU, no Party shall have any authority or right to assume or create any obligation of any Kind or nature, express or implied, on behalf of, or in the name of, any other Party, nor bind any other Party in any respect, without the specific prior written authorization of the other Party. D. Waiver. No Party shall be deemed to have waived any provision of this MOU unless such waiver is in writing and signed by such Party. E. Legal Compliance. The Parties shall comply with all applicable Federal, State, and local laws and regulations related to the transactions set forth in, or referenced by, this MOU. F. Third -Party Beneficiary. No claim as a third -party beneficiary under this MOU by any person, corporation, or any other entity, shall be made or be valid against the Foundation or the City. G. Headings. The section headings used in this MOU are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of this MOU. H. Entire Agreement. This MOU constitutes the entire agreement between the Parties with respect to the matters contained herein and shall supersede and replace any and all other prior understandings, correspondence, and agreements, oral or written, between the Parties with respect thereto. I. Modification. No change, amendment or modification of this MOU shall be valid or binding upon the Parties unless such change, amendment, or modification is in writing and duly executed by all Parties. J. Assignment or Transfer. The Foundation shall not assign, hypothecate, or transfer, either directly or by operation of law, this MOU or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates, or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. K. Binding Effect. The terms of this MOU shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. L. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this MOU shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability 5 1Acmo\Agreements\Red1ands Chamber MOU,FY2526-091. 12.09.2025.bm.doex shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this MOU which are hereby declared as severable, and shall be interpreted to carry out the intent of the Parties hereunder. M. Cooperation: Further Acts. The Parties shall reasonably cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this MOU. N. Counterparts. This MOU may be signed in counterparts, each of which shall constitute an original. [Signatures on Next Pagel 6 19cmo1Agmements\Redlands Chamber MOU.PY2526-091.12.09.2025.bm.docx SIGNATURE PAGE TO MOU BETWEEN THE REDLANDS CHAMBER FOUNDATION AND THE CITY OF REDLANDS REGARDING COMMUNITY GREEN SPACE ENHANCEMENT COLLABORATION IN WITNESS WHEREOF, the Parties have executed this MOU as of December 16, 2025. Redlands Chamber Foundation By : Z't�"e" Evan Sanford, ExcKtive Director Date: 7 LkmolAgreements\Redlands Climber MOU.FY2526-091.12.092025_bm_docx City of Redlands ByJL , Mario Saucedo, Mayor Date: _ l;� — � -29 ATTEST: re -nine bo EXHIBIT "A" FOUNDATION SITE PROPOSAL r Mull MAN V1401 ge, , kY i kLl 1p t � �' If1Y1k 1,!'1 t45ryt'1.� w tt;,ffi�'�t4'i'� ` Y�'tA¢+��ttitY,i`� • r i' to ; �r'r�•. ii ILA i s 1:\cma\Agreemcnts\Redlands Chamber MOU.FY2526-091.12.09.2025.bm.docx Division St EXHIBIT "B" DESCRIPTION OF PROPERTY I:lcmolAgreements\Redlands Chamber MOU.FY2526-091.12.09.2025.bm.docx EXHIBIT "C" WORKER'S COMPENSATION INSURANCE CERTIFICATE 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). 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 subjectto 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. Redlands Chamber Foundation By: A -- Evan Sanford, Exe tive Director 10 1Acmo\Agreements\Red1ands Chamber MOU.FY2526-091.12.09.2025.bm.doex Date: 12I15 (/2-S-'