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HomeMy WebLinkAboutE-5 Staff Report - Colgate License AgreementCONSENT ITEM E-5 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: MIKI CARPENTER, DIRECTOR OF COMMUNITY RESOURCES DATE: JUNE 3, 2024 SUBJECT: APPROVE LICENSE AGREEMENT WITH COLGATE BRIGHT SMILES, BRIGHT FUTURES FOR ORAL HEALTH OUTREACH AND SCREENING FOR CHILDREN BACKGROUND: The Community Resources Department, in partnership with local and regional community service organizations, is coordinating services at the Azusa Youth and Family Center, located at the North Recreation Center (NRC) at Memorial Park in Azusa. The COLGATE Bright Smiles, Bright Futures program, which has been at the NRC since late 2022, includes visits form a mobile unit that houses dental health professionals and supplies to provide oral health and well-being information and screenings. This self-contained vehicle parks outside the NRC on select days, up to once a quarter and at other City locations other months of the year, depending on demand. This action approves a new License Agreement through 6/30/25. RECOMMENDATIONS: Staff recommends that City Council take the following actions: 1)Approve License Agreement with COLGATE Bright Smiles, Bright Futures to provide oral health outreach and screening visits, up to monthly, at City of Azusa Facilities; and, 2)Authorize the City Manager to execute the License Agreement, in a form acceptable to the City Attorney, on behalf of the City, subject to non-substantive changes made by the City Manager and City Attorney. ANALYSIS: The COLGATE Bright Smiles, Bright Futures initiative has reached more than a billion children in over Approved City Council June 3, 2024 License Agreement COLGATE June 3, 2024 Page 2 and screening. Services have been provided approximately every other month since the execution of the original License Agreement. Services will continue to be provided at-least quarterly but will fluctuate depending on demand. FISCAL IMPACT: There is no fiscal impact associated with the recommended actions. Staff time and supplies for these activities are already allocated in the current fiscal year budget. There is no fee charged for these services. Prepared by: Reviewed and Approved: Nikki Rosales Miki Carpenter Senior Management Analyst Director of Community Resources Fiscal Review by: Reviewed and Approved by: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachment: 1) License Agreement for COLGATE Bright Smiles, Bright Futures of the greatest needs of youth in the community. The City’s relationship with COLGATE, which has been in place since June of 2022, has created a network of providers that can address this important health need. COLGATE is interested in continuing their partnership with Azusa, by providing education 80 countries through education and free dental screenings and treatment referrals. Oral health care is one ATTACHMENT 1 LICENSE AGREEMENT FOR USE OF CITY FACILITIES BY AND BETWEEN COLGATE BRIGHT SMILES, BRIGHT FUTURES AND CITY OF AZUSA This gratis License Agreement for Use of City Facilities ("Agreement") is made and entered into on this 4thth Day of June, 2024 ("Effective Date") by and between COLGATE Bright Smiles, Bright Futures ("CBSBF"), and the City of Azusa ("Grantor"), a municipal corporation organized under the laws of the State of California, on behalf of its Community Resources Department. RECITALS WHEREAS, the City of Azusa is a municipal corporation organized under the laws of the State of California, with power to own and operate facilities of various kinds and authorize the use of such facilities by other public entities and private parties; and WHEREAS, the City of Azusa and CBSBF, the parties hereto entered into that certain gratis License Agreement for Use of City Facilities (hereinafter “Agreement”) for CBSBF’s use of a certain facility space (hereinafter “Facilities”), as described in the Agreement, for operating a site for and managing oral health related services, which expires June 30, 2025; and WHEREAS, the Agreement provides that such changes may be made by mutual written consent of the authorized representatives of both parties. NOW THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties hereto agree as follows: 1. FACILITIES USE 1.1 SCOPE OF USE Grantor hereby grants to CBSBF, including its officers, employees, agents, contractors and volunteers, as well as residents, clients, invitees, visitors and other users of the Facilities ("Users"), during the term of this Agreement, the right to enter onto, occupy and use the Facilities or park in adjacent parking lots, solely for purposes of oral health services and eduction, and supporting activities. CBSBF and City staff shall agree upon monthly dates and times at which CBSBF shall provide services to the public. Changes to these days/hours may be modified, if both parties agree in writing, and for permissible use. 1.2 GOOD CONDITION Upon conclusion of this Agreement, CBSBF will return the Facilities in the same condition it was received prior to the commencement of the Agreement, except for normal wear and tear and as otherwise agreed to by the parties. CBSBF will not make alterations to the Facilities, unless otherwise authorized by Grantor. 2 1.3 ADMINISTRATION OF AGREEMENT Each party shall administer this Agreement and its performance through the representatives identified in Exhibit B (Administration of Agreement). 1.4 COMPENSATION There is no cost to CBSBF for its or the Users' use of the Facilities during the term of this Agreement or during the set up or shutting down of the testing site. 2. TERM The term of this Agreement shall commence upon the Effective Date (as defined above) and shall continue in full force and effect until and through June 30, 2025 ("Expiration Date"), unless sooner terminated as provided herein below or extended upon mutual agreement of the parties. 3. TERMINATION 3.1 TERMINATION WITHOUT CAUSE This Agreement may be terminated by either party upon written notice to the other given at least fifteen (15) days prior to the requested termination date. 4. MAINTENANCE AND OPERATIONS 4.1 MAINTENANCE Except as specified in Section 4.5 below, Grantor shall be responsible for, and pay all costs of and incidental to, the proper maintenance of the Facilities, including, but not limited to, provision of heat, light, electricity and water and, to the extent applicable, janitorial and cleaning services, maintenance of the building exterior, grounds, common areas and parking, trash collection, and security, all in compliance with applicable standards, laws, regulations and ordinances. Grantor, therefore, agrees at its expense to keep and maintain the Facilities in good repair, including, to the extent applicable, the interior walls, floors, ceilings, ducts, utilities, air conditioning, heating, lighting, plate glass, plumbing, sprinkler system, exterior walls, electrical systems, doors, etc. 4.2 UTILITIES AND CONNECTIVITY Grantor shall make arrangements and pay for all costs necessary in connection with utilities, including water, gas, electricity, waste disposal and internet access. CBSBF and the Users may make use of the Facilities's free wi-fi network, to the extent available. 4.3 PARKING Parking for accessing and entering the Facilities by CBSBF and the Users shall be provided at no cost and is included within the scope of this Agreement. 4.4 PERMITS Each of CBSBF and Grantor shall obtain all applicable federal, state, county, local and other permits (building, fire, health and safety, environmental, etc.) necessary to fulfill the respective obligations under the Agreement and its purpose. 4.5 CBSBF RESPONSIBILITIES CBSBF shall be responsible for providing the following, if and to the extent applicable: ●Setting up or shutting down any event equipment brought by the organization, including moving equipment, etc; 3 ●Maintaining CBSBF or its agents' owned or provided furniture, equipment, systems, etc; ●Appointing a designee to oversee all activities performed by CBSBF or its agents and to serve as a day-to-day point of contact to Grantor; 5. INDEMNIFICATION 5.1 CBSBF INDEMNITY CBSBF hereby agrees to indemnify, defend, assume all liability for and hold harmless Grantor and its officers, employees, agents and representatives, to the maximum extent allowed by law, from all actions, claims, suits, penalties, obligations, liabilities, damages to property, costs and expenses (including, without limitation, any fines, penalties, judgments, settlements, actual litigation expenses and experts’ and actual attorneys’ fees), environmental claims or bodily and/or personal injuries or death to any persons, arising out of or in any way connected to the acts or omissions of CBSBF in connection with or arising from any entry onto the Facilities or operation of the testing site or arising out of or in connection with such activities, whether such entry, activities or performance thereof is by CBSBF or anyone directly or indirectly employed or under contract with CBSBF or acting on behalf of CBSBF, and whether such damage or claim shall accrue or be discovered before or after the termination of this Agreement. Upon written notice from Grantor, CBSBF agrees to assume the defense of any lawsuit, administrative action or other proceeding for which CBSBF has an obligation to defend pursuant to this Section. The obligations under this Section shall apply except to the extent of the sole negligence or willful misconduct of Grantor and are in addition to any other rights or remedies under the law or under this Agreement. This Section this shall survive the revocation or termination of this Agreement. 5.2 GRANTOR INDEMNITY Grantor hereby agrees to indemnify, defend, assume all liability for and hold harmless CBSBF and its officers, employees, agents, representatives and volunteers, to the maximum extent allowed by law, from all actions, claims, suits, penalties, obligations, liabilities, damages to property, costs and expenses (including, without limitation, any fines, penalties, judgments, settlements, actual litigation expenses and experts’ and actual attorneys’ fees), environmental claims or bodily and/or personal injuries or death to any persons, arising out of or in any way connected to the acts or omissions of Grantor in connection with or arising from Grantor's failure to fulfill its obligations under the Agreement or otherwise from Grantor's breach of the Agreement, whether such damage or claim shall accrue or be discovered before or after the termination of this Agreement. Upon written notice from CBSBF, Grantor agrees to assume the defense of any lawsuit, administrative action or other proceeding for which Grantor has an obligation to defend pursuant to this Section. The obligations under this Section shall apply except to the extent of the sole negligence or willful misconduct of CBSBF and are in addition to any other rights or remedies under the law or under this Agreement. This Section this shall survive the revocation or termination of this Agreement. 6. INSURANCE Without limiting CBSBF’s indemnification of CITY OF AZUSA, and prior to commencement of work, CBSBF shall obtain, provide, and maintain at its own expense during the term of this 4 Agreement, policies of insurance of the types and amounts described below and in a form that is satisfactory to CITY. General liability insurance. CBSBF shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Automobile liability insurance. CBSBF shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the CBSBF arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Workers’ compensation insurance. CBSBF shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Medical Malpractice. Professional Liability for all applicable activities of CBSBF arising out of or in connection with this agreement with limits not less than $2,000,000 per occurrence and $4,000,000 general aggregate, covering CBSBF's wrongful acts, errors and omissions. Duration of coverage. CBSBF shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by CBSBF, their agents, representatives, employees, or subconsultants. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that CITY OF AZUSA and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. Primary/non-contributing. Coverage provided by CBSBF shall be primary and any insurance or self- insurance procured or maintained by CITY OF AZUSA shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY OF AZUSA before the CITY’s own insurance or self- insurance shall be called upon to protect it as a named insured. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against CITY OF AZUSA, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow CBSBF or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CBSBF hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subconsultants. Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any 5 coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CBSBF maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CBSBF. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Notice of cancellation. CBSBF agrees to oblige its insurance agent or broker and insurers to provide the CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the CBSBF’s insurers are unwilling to provide such notice, then CBSBF shall have the responsibility of notifying the CITY immediately in the event of CBSBF’s failure to renew any of the required insurance coverages or insurer’s cancellation or non-renewal. COMPLIANCE WITH LAW Each of CBSBF and Grantor shall comply with all applicable Federal, State and local laws, rules, regulations, ordinances, directives and guidelines as they apply to each party's activities and obligations under the Agreement. 7. INDEPENDENT STATUS This Agreement is by and between CBSBF and Grantor and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture or association as between CBSBF and Grantor. Each of CBSBF and Grantor understands and agrees to bear the sole responsibility and liability for administering the Workers' Compensation benefits to any person deemed legally entitled to such benefits for injuries arising from or connected with this Agreement. 8. NON-DISCRIMINATION Each party hereby assures that it shall not unlawfully discriminate, harass or allow harassment against any person, including, to the extent applicable, any employee, student or applicant, because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition, age, marital status, denial of family care leave or based on any other prohibited basis. 9. GENERAL PROVISIONS 9.1 ASSIGNMENT Neither CBSBF nor Grantor shall assign their rights, duties or obligations under this Agreement, either in whole or in part, without the prior written consent of the other. 9.2 WAIVER Waiver by either party of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right hereunder shall not operate as a waiver of such right. All rights and remedies provided for herein are cumulative. 6 9.3 INTERPRETATION Exhibit A (Facilities Specifications), Exhibit B (Administration of Agreement) and any other Exhibits attached hereto are incorporated herein by reference and made a part of this Agreement. In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, task or the contents of or otherwise between this base document (hereinafter "Base Agreement") and the Exhibits or among Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to this Base Agreement and then to the Exhibits in alphabetical order. 9.4 MODIFICATIONS AND AMENDMENTS This Agreement may be amended or modified at any time by mutual written consent of the authorized representatives of both parties. 9.5 AUTHORITY Each of CBSBF and Grantor represents and warrants that it has full power and authority to execute and fully perform its obligations under this Agreement and that each person executing this Agreement on its behalf is the duly designated agent of the party and is authorized to do so. 9.6 GOVERNING LAW This Agreement shall be governed in all respects by the laws of the State of California. 9.7 NOTICES All notices required under this Agreement shall be deemed to have been fully given when made in writing and deposited in the United States mail or by electronic mail and addressed to the persons identified in Exhibit B (Administration of Agreement). 9.8 ENTIRE AGREEMENT The Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, and no other representations or understandings of the parties shall be binding unless executed in writing by all the parties. 9.9 EXECUTION OF AGREEMENT This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 9.10 ELECTRONIC SIGNATURES CBSBF and Grantor agree to consider facsimile and electronic versions of original signatures of authorized personnel of each party to have the same force and effect as original signatures, such that the parties need not follow up facsimile or electronic transmissions of executed documents with original wet-signature versions. 7 IN WITNESS WHEREOF, CBSBF and Grantor by their duly authorized signatures have caused this Agreement to be effective on the Effective Date as defined above. COLGATE BRIGHT SMILES, BRIGHT FUTURES By Dawna Michelle Fields, Colgate BSBF Name Dawna Michelle Fields Title Director of Operations & Community GRANTOR: CITY OF AZUSA By Sergio Gonzalez, City Manager Name Title EXHIBIT A FACILITIES SPECIFICATIONS Primary location for use will be at the City of Azusa Memorial Park – North Recreation Center, located at 340 N. Orange Place, Azusa, CA 91702. The CBSBF will have access to the indoor gynasium, restrooms and other small break rooms as requested, with events also provided outdoors in the parking lot. Other City Facilities may be made available upon request and to support the needs of the community. Facility use may occur up to once per month, but a calendar will be developed in partnership at least quarterly. EXHIBIT B ADMINISTRATION OF AGREEMENT COLGATE BRIGHT SMILES, BRIGHT FUTURES ADMINISTRATION Name: Nina Trujillo Title: West Region Coordinator Address: P.O. Box 5118 * Huntington Park, CA 90255 Telephone: (310) 350-7036 E-Mail Address: bp_nina_trujillo@colpal.com GRANTOR’S ADMINISTRATION GRANTOR’S PROJECT MANAGER: Name: Miki Carpenter Title: Director, Community Resources Address: 213 E. Foothill Blvd., Azusa, CA 91702 Telephone: (626)812-5220 E-Mail Address: mcarpenter@AzusaCA.gov GRANTOR’S AUTHORIZED OFFICIAL: Name: Sergio Gonzalez Title: City Manager Address: 213 E. Foothill Blvd., Azusa, CA 91702 Telephone: (626)812-5238 Facsimile: (626)334-6358 E-Mail Address: sergio.gonzalez@AzusaCA.gov