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1. Scope

This Agreement covers the Terms and Conditions for the Provider to conduct programs, events and other related activities (collectively “Programs”) at the indoor and outdoor spaces located at 1806-1808 Lincoln Blvd., Santa Monica CA 90404 (“Facility”).Such programs are expected to support the mission of Adrian’s Place as a Social Service Center providing for the holistic well-being of youth and young adults with special needs.


2. Facility Use Fee

In consideration for allowing the Provider to use the Facility and its available equipment to conduct their own Programs, referred to as Facility Use, Provider agrees to pay Adrian’s Place a Facility Use Fee (“Fee”). Provider will be informed about the amount of the Fee, payment policy, cancellation policy and other pertinent information as needed at the time of each Facility Use reservation. Such reservations are expected to be executed online but may, from time to time, be conducted through other written means.


3. Adherence to Abuse and Covid-19 Guidelines and Procedures

While at the Facility, Provider agrees to abide by all Adrian’s Place Policies and Procedures, subject to change, either posted throughout the Facility, stated verbally or otherwise communicated, including, but not limited to, the Abuse Prevention Policies, Complaint Procedures for Suspected Abuse, and Covid-19 Policies, or similar, and other procedures in place.


4. Provider Documentation.

Provider attests that they have provided all true and correct copies of requested documentation to Adrian’s place which include, at a minimum, 1) certificates of insurance (including additional insured endorsements listing Adrian’s Place as an additional insured) and 2) certificates of authority (if applicable).Provider further attests that they have provided all true and correct copies of other documents as may be requested by Adrian’s Place, which may include but not limited to, business licenses, permits, sales tax certificates, and/or applicable waivers.


5. Fingerprint and Background Checks:

Provider agrees to undertake a fingerprint background check  by Adrian’s Place under its Originating Agency Identification (ORI) for themselves and each employee, independent contractor or volunteer prior to entering the Facility to perform services as part of Provider’s Programs.


6. Client Waiver and Liability Forms

Provider agrees that it will require all their clientele to sign the Adrian’s Place Participant Waiver Form before bringing clients into the Facility for any Program.  The form must be signed for each type of specific Program such as Ballet, Therapy, Drawing, etc.  Please provide the form to Adrian’s Place before commencing the program with the participant.  Should the client remain in a single program, a new form must be signed every 12 months.  Provider will be solely responsible for maintaining the up-to-date waivers and providing them to Adrian’s Place.


7. Local Ordinances

Provider understands that it fully responsible for complying with all municipal codes for conducting business within the city of Santa Monica at Adrian’s Place.


8. Termination of this Agreement.

Adrian’s Place may terminate this Agreement prior to any Facility Use reservations, with or without cause, and in Adrian’s Place’s sole discretion, without any penalty whatsoever. If Adrian’s Place terminates this Agreement prior to any unused Facility Use reservations, Adrian’s Place shall prorate the Facility Use Fee so that Provider shall be reimbursed for the time remaining in the event it has been paid in advance.


9. Electronic Signatures

The parties acknowledge and agree that the Facility Use Agreement and other required Policy and Procedure guidelines may be executed by electronic signature, or in some cases through an affirmative checkmark, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.


10. Space Use, Standards and Provider Property.

Adrian’s Place and Provider agree that Adrian’s Place shall have the final say on how the space is used by Provider.Adrian’s Place reserves the right to change Provider’s space with reasonable notice. Provider shall not, without the written consent of Adrian’s Place, exceed the footprint of Provider’s designated space, affix any personal property to Facility premises, transfer, assign, sublet, or share any space, and any such attempt to do so is automatically void. Providers shall be considerate of other Providers and all patrons of Adrian’s Place. Adrian’s Place shall, under no circumstances, be liable for any loss or damage to Provider’s property.


11. Indemnification.

Provider agrees to indemnify, defend, and hold harmless Adrian’s Place, its managers, its members, its affiliates, officers, employees, agents, and representatives from and against any and all losses, lawsuits, judgments, causes of action, costs, damages, claims (actual or alleged) and expenses resulting from claims for nuisance, bodily injury, tort, death, Covid-19 or other communicable diseases, property destruction, and/or property damage arising out of or incidental to or in any way resulting from the acts or omissions, whether through active or passive negligence or otherwise, of the Provider, its employees, subcontractors, sublicenses, subtenants, or agents, if any, in the performance of this Agreement and/or the use of its space and/or the use of the Facility premises without regard to the doctrine of comparative fault.


12. Limitation of Liability.

In no event shall Adrian’s Place, its affiliates, officers, employees, agents, representatives, successors, or assignees be liable to the Provider and/or its affiliates and/or respective managers, members, officers, employees, volunteers, agents, representatives or customers (collectively “Adrian’s Place”) for any loss, liability, theft, damage, claim or demand, including, but not limited to, theft or damage to Provider’s property, furnishings, equipment and merchandise that Provider may incur arising out of Provider’s Programs at the Facility, whether caused by the active or passive negligence of Adrian’s Place or otherwise. Adrian’s Place shall not carry insurance covering any such property theft, loss or damage and Provider shall be solely responsibly to carry its own insurance or otherwise accept the risk of any such theft, loss or damage. In furtherance of the foregoing, in no event shall Adrian’s Place be liable for any consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs).To the extent Provider maintains any claim against Adrian’s Place, Provider shall look solely to the Facility Use Fee for the recovery of any judgment against Adrian’s Place, and no other property or assets of Adrian’s Place shall be subject to levy, execution or other enforcement procedure for the satisfaction of Provider’s remedies under or with respect to this Agreement. In no event shall Adrian’s Place be liable to Provider or any other person or entity for consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs).


13. Miscellaneous.

This Agreement constitutes constitute the entire agreement between the Parties and that no other agreements, oral or written, are binding upon the Parties unless stated in this Agreement. This Agreement may only be modified by a written agreement that is signed by both Parties. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, shall not be affected, and each provision of this Agreement shall be valid and shall be enforceable to the extent permitted by law. This Agreement may not be assigned to a third Party without the written consent of Adrian’s Place. This Agreement shall be governed by, and construed in accordance with, the internal Laws of the State of California without giving effect to any principles of conflicts of laws. Each Party hereby irrevocably submits to the jurisdiction of any State Court sitting in Los Angeles County, state of California, in respect of any suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of such courts. This Agreement may be executed in any number of counterparts and in electronic format, each of which when so executed and delivered (whether electronically or otherwise) shall be taken to be an original; but such counterparts shall together constitute one and the same document. The prevailing party in such dispute shall be entitled to recover reasonable attorney fees and statutory costs.

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