1 A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only thi s _____ day of __________, 2026, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as “ANAHEIM,”
A
N
D
COMMUNITY SENIORSERV, INC., a nonprofit corporation,
DBA, MEALS ON WHEELS ORANGE COUNTY,
hereinafter referred to as “CONTRACTOR.”
W I T N E S S E T H:
WHEREAS, ANAHEIM is the owner of certain facilities located at 2271 Crescent Avenue in the City of Anaheim, known as Brookhurst Community Center, which it desires to license to CONTRACTOR for conducting older adults meal programs and other related activities as more fully set forth herein; and
WHEREAS, CONTRACTOR is willing to provide certain older adults' programs and activities as provided herein; and
WHEREAS, the parties desire to clarify and describe their respective rights and responsibilities regarding the facilities and the older adults program.
NOW, THEREFORE, FOR AN D IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS, AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. PREMISES
ANAHEIM hereby licenses to CONTRACTOR the facilities located at 2271 Crescent Avenue, Anaheim, California, which fac ilities are outlined in yellow on the attached diagram and incorporated as "Exhibit A" ("The Premises") as follows:. 2 A. CONTRACTOR shall have shared use of the East or West multipurpose room large enough to accommodate CONTRACTOR's daily attendance up to 250 participants, and kitchen, storage area and restrooms, Monday through Friday, 9:00 a.m. — 2:00 p.m. The East and West multipurpose rooms, kitchen, storage area and restrooms are identified on “Exhibit A.” The foregoing facilities will be made availa ble, except for the following occasions when facilities are not available: Community Center rentals, Older Adult Center events, special events and special facility maintenance. All the foregoing events cumulatively would supersede CONTRACTOR's progr ams o n not more than thirty (30 ) full days during the contract year.
ANAHEIM will provide CONTRACTOR with a written list of dates when facilities are not available at lea st forty-five ( 45) days prior to those dates, with the exception of emergency maintenance issues. CONTRACTOR shall conduct a comprehensive nutrition and social services program for elderly participants (60 years and older) in accordance with the regulations and provisions of the Older Americans Act, CONTRACTOR’s policies, and CONTRACTOR's contract with the Orange County Office on Aging and this Agreement.
B. CONTRACTOR shall obs erve all of ANAHEIM’s official C ity holidays including: Labor Day, Veteran’s Day, Thanksgiving, the day after Thanksgiving, Christmas, New Year’s Day, Martin Luther Ki ng Day, President’s Day, Memorial Day and 4 th of July.
CONTRACTOR shall notify ANAHEIM at least forty-five (45) days prior of any dates in which CONTRACTOR will be unavailable to provide services.
C. CONTRACTOR shall also have exclusive use of one offic e for the purpose of maintaining a business office.
D. ANAHEIM shall have sole discretion regarding scheduling the use of the Premises, including allocations of space or rooms, and canceling, rescheduling, or relocating activities based on the priorities of ANAHEIM or its older adults' program. The Premises shall be made available to the community and CONTRACTOR shall not have exclusive use thereof.
The Premises will be available for rental to individuals, groups, and organizations as determined by ANAHEIM.
3 E. The Premises may, at ANAHEIM’s discretion, be used as an Emergency Shelter. In this event, ANAHEIM shall coordinate with CONTRACTOR to make alternate and appropriate accommodations for the program.
F. ANAHEIM shall have sole authority to assign a ll office, storage and activity space on the Premises.
G. ANAHEIM shall have sole authority to approve all modifications, renovations, or construction to the Premises. No equipment or furnishings shall be added without ANAHEIM's prior approval.
2. ANAHEIM'S RESPONSIBILITY REGARDING PREMISES:
A. ANAHEIM shall pay for all water, light, power, rubbish removal, and other utilities supplied to the Premises and used by CONTRACTOR during the T erm of this Agreement.
B. ANAHEIM shall pay, or cause to be pai d before delinquency, any and all taxes (including any possessory interest taxes which may be levied with respect to any property interest created hereby), assessments, license fees and public charges, levied, assessed, imposed or which may become payable during the term of this Agreement upon the Premises or any improvements thereto.
C. ANAHEIM shall keep and maintain the Premises in good order, condition, and repair at its sole cost and expense.
D. ANAHEIM shall establish and enforce, with CONTRACTOR' s cooperation, ordinances, policies, and procedures governing the Premises. ANAHEIM's facility rules shall not be superseded by the rules of any organization utilizing the Premises, unless ANAHEIM's rules conflict with federal, state, or local requirements.
3. ANAHEIM'S RESPONSIBILITIES REGARDING PROGRAMS
A. ANAHEIM shall provide a staff member to serve as coordinator of the older adults' programs, who shall be the liaison between ANAHEIM and CONTRACTOR and 4 shall interpret ANAHEIM's policies and procedur es. ANAHEIM staff shall not operate CONTRACTOR activities or programs.
B. ANAHEIM shall maintain its funds separate from any other organization, and shall not handle any CONTRACTOR monies or conduct any CONTRACTOR financial business.
4. CONTRACTOR'S RESPONSIBILITIES
A. CONTRACTOR shall conduct all aspects of CONTRACTOR's program activities and services including set -up of CONTRACTOR’s equipment, materials and supplies, clean-up of same, and leadership of activities. ANAHEIM assumes no responsibility for any liability arising from CONTRACTOR's programs.
B. CONTRACTOR shall conduct and handle all aspects of its own finances and monies. CONTRACTOR shall be responsible for all CONTRACTOR's monies stored at the Premises; all monies stored at the Premises must be secured in a conventional safe.
C. CONTRACTOR shall conduct its own clerical duties related to CONTRACTOR's administration and operation, including writing, typing and photocopying of correspondence, reports, records, etc.
D. CONTRACTOR shal l conduct its own purchasing, receiving, storing, inventory, and maintenance of its own supplies including but not limited to kitchen supplies, foodstuffs, and program supplies.
E. CONTRACTOR shall transport and maintain all materials, supplies, and equipment related to the operation of CONTRACTOR and its programs. CONTRACTOR shall maintain and repair all CONTRACTOR equipment used by CONTRACTOR.
F. CONTRACTOR shall be responsible for preparing and providing all refreshments CONTRACTOR deems necessary f or its members such as coffee, snacks, and luncheons.
5 G. CONTRACTOR shall routinely provide normal cleaning of activity areas, utensils, and supplies at the conclusion of activities including, but not limited to, counter tops, table tops, coffee pots, si nks, dishes, flatware, kitchen appliances, floors, etc. CONTRACTOR shall maintain all kitchen equipment it utilizes, including stove and steam tables.
H. CONTRACTOR shall maintain fire and theft insurance covering major CONTRACTOR equipment stored at the Premises.
I. CONTRACTOR shall provide all pots, pans, cutlery, silver and/or flatware, dishware, and other small utensils, and large and small appliances as may be necessary to conduct the meal program. CONTRACTOR shall also supply all materials and s upplies necessary to conduct its social, recreational, and service projects.
J. CONTRACTOR shall provide adequate supervision of all programs, participants, volunteers, staff, and other invitees of CONTRACTOR.
K. CONTRACTOR shall be assigned three (3) sets of keys to the storage room used by CONTRACTOR. The keys are the express responsibility of CONTRACTOR and are to be used only by authorized employees. Keys are not to be duplicated unless authorized by ANAHEIM.
L. CONTRACTOR shall not permit any i ndividual or entity to sell products or services on the Premises to the program participants unless CONTRACTOR receives prior written approval by ANAHEIM.
5. TERM
This License Agreement shall commence on the Effective Date of the Agreement set forth below and shall continue through June 30, 2031, unless sooner terminated in accordance with P aragraph 6 below ("Initial Term") . The Director of Community Services is hereby authorized to renew this Agreement upon the s ame terms and conditions for two (2 ) additional one (1) year terms after the Initial Term ("R enewal Term"), unless CONTRACTOR provides written notice of termination no less than six (6) months prior to completion of the term in 6 progress (hereinafter the phrases “Initial Term” and “Renewal Term, ” if any, shall be collectively referred to as the "Term").
6. TERMINATION
Either ANAHEIM or CONTRACTOR may terminate this Agreement, with or without cause, upon giving the other party at least thirty (30) days' prior written notice.
7. VACATION OF PREMISES
A. CONTRACTOR shall peaceably vacate the Premises and every part thereof at the expiration of the term of this Agreement, or upon the voluntary or other surrender of this Agreement by CONTRACTOR or mutual cancellation thereof.
B. ANAHEIM shall be entitled, at all reasonable times, to go onto the Premises for the purpose of inspecting the Premises, or for the purpose of inspecting the performance by CONTRACTOR of the terms and conditions of this Agreement, or for the purpose of posting and keeping posted thereon notices of non-responsibility for any construction, alteration, or repair thereof, as required or permitted by any law or ordinance.
C. CONTRACTOR expressly agrees that the Fire Marshal of the City of Anaheim, State of California, or the Orange County Public Health Care Agency shall at all times be entitled access to the Premises for the purpose of inspecting same to ensure compliance with all applicable ordinances, rules, regulations and provisions of the City of Anaheim relating to fire protection and safety.
8. ASSIGNMENT, ENCUMBRANCE, OR USE BY OTHERS
CONTRACTOR shall not assign, encumber, or hypothecate its interest in this Agreement, or in the Premises, and shall not subject the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents, employees, and members of CONTRACTOR excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of ANAHEIM; and a consent to one assignment, encumbran ce, hypothecation, occupation, or use by another person shall not be deemed to be a consent to any subsequent assignment, encumbrance, hypothecation, occupation, or use by another person. Any 7 such assignment, encumbrance, hypothecation, occupancy or use w ithout such consent shall be void and unlawful and shall, at ANAHEIM's option, terminate this Agreement. This Agreement shall not, nor shall any interest therein, be assignable, as to the interest of CONTRACTOR by operation of law, without the written consent of ANAHEIM.
9. LOSS OR DAMAGE
CONTRACTOR shall be responsible for all loss or damage to ANAHEIM's equipment or other personal property or to ANAHEIM's Premises occasioned by or arising out of use thereof by CONTRACTOR or its employees, volunteers or invitees, and CONTRACTOR shall indemnify and reimburse ANAHEIM from any and all such loss or damage.
10. INSURANCE
Without limiting ANAHEIM’s right to indemnification, it is agreed that CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers’ Compensation Insurance as required by California statutes and Employers Liability in an amount not less than $1,000,000 per occurrence. This coverage requires a Waiver of Subrogation Endorsement.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent C ontractor’s Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate. Such insurance shall be written on a primary basis but may include a deductible or self -insured retention of more than $10,000 per occurre nce, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, prior to the inception of this Agreement. This coverage requires a Waiver of Subrogation Endorsement. Comprehensive Automobile Liability Coverage including – as applicable – owned non -owned and hired autos, in an amount not less than One Million Dollars ($1,000,000) per occurrence, combined single limit. This coverage requires a Waiver of Subrogation Endorsement.
8 Any required coverage written with primary and excess layers to satisfy the minimum insurance requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
CONTRACTOR is responsible for the satisfaction of any applicable deductib le or self - insured retention obligation.
CONTRACTOR agrees that this insurance shall not be voluntarily cancelled by CONTRACTOR or limited in scope or coverage by CONTRACTOR until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non -payment of premium, which requires notice of not less than ten (10) days.
Each insurance policy required by this Agreement, except pol icies for Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by CONTRACTOR pursuant to this Agreement shall be primary to, and not contribu te with, any insurance or self - insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and volunteers are included as additional insured with respect to the scope of work, operations, and/or activities of or performed on behalf of or at the direction of the Named Insured, performed under this Agreement with the City of Anaheim.” Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirmin g the existence of the insurance required under this Agreement, including the applicable clauses and/or provisions referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise provided for in said insurance policies. Said endorsements shall be signed 9 by an authorized representative of the insurance company and shall include the signatory’s company affiliation and title. Should it be deemed necessary by ANAHEIM , it shall be CONTRACTOR’s responsibility to see that ANAHEIM receives documentation acceptable to ANAHEIM which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company. Insurance required hereunder sha ll be placed with insurers (i) admitted to write insurance in California and (ii) possessing an A.M. Best rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other le gal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the in surance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
A. Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof;
B. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR’s failure to maintain insurance or secure appropriate endorsements.
Nothing contained in this Insurance Section shall be construed as limiting in any way the extent to which CONTRACT OR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’s, (or CONTRACTOR’s contractors/subcontractor, if any) performance of the work covered under this Agreement. 10 ANAHEIM’S Risk Manager is hereby authorized to amend or reduce the requirements set forth herein if such CONTRACTOR generated amendment or reduction request is in ANAHEIM’S best interest.
11. INDEMNIFICATION
CONTRACTOR shall indemnify, defend, and hold harmless ANAHEIM, its officers, agents, employees, representatives, and volunteers from damage to property, and for injury to or death of any person, and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with any act or omission of CONTRACTOR, its agents, employees, or members, excepting liability actions arising out of the sole negligence of the City
12. ENTIRE AGREEMENT
This writing constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto.
13. WAIVER
No failure by either ANAHEIM or CONTRACTOR to insist upon the strict performance by the other of any covenant, agreement, term, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such covenant, agreement, term, or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement, and term of this Agreement shall continue in full force and effect with respect to any other or subsequent breach.
14. LAWS GOVERNING CONSTRUCTION OF TERMS
This Agreement shall be governed by the laws of the State of California. If any portion of this Agreement is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid.
11 15. NOTICES
Notices and communication concerning this Agreement shall be sent to the following addresses:
ANAHEIM CONTRACTOR
City of Anaheim Community SeniorServ, Inc. DBA Meals on Attention: City Clerk Wheels Orange County
200 S. Anaheim Boulevard 1200 N. Knollwood Circle
Anaheim, CA 92805 Anaheim, CA 92801
City of Anaheim
Attention: Community Services Superintendent
200 S. Anaheim Blvd, Suite 433
Anaheim, CA 92805
Either party may change its address by written notice to the other.
16. EFFECTIVE DATE AND AUTHORITY:
CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.
This Agreement shall be effective on June 1, 2026 ("Effective Date").
(Remainder of page intentionally left blank; signatures on next page)
12 IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
Date of Execution
CITY OF ANAHEIM
a municipal corporation
By:
Mayor of the City of Anaheim
ATTEST:
By:
City Clerk
“ANAHEIM”
Date of Execution
SENIORSERV, a California non-profit corporation
By:
Printed Name
Title
“CONTRACTOR”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: __
Bryn M. Morley
Deputy City Attorney
Dated:
158698.2