HomeMy WebLinkAboutContracts & Agreements_232-2014_CCv0001.pdf AGREEMENT FOR THE MANAGEMENT AND MAINTENANCE OF PUBLIC TRAILS
AND NATURAL OPEN SPACE BETWEEN THE CITY OF REDLANDS AND THE
REDLANDS CONSERVANCY
This agreement for the management and maintenance ofpublic trails and natural open space
("Agreement")is made and entered into this 16`x'day of December,2014("Effective Date")by and
between the City of Redlands("City"),a municipal corporation of the State of California, and the
Redlands Conservancy("Conservancy"),a 501 (c)(3)nonprofit corporation.City and Conservancy
are sometimes individually referred to herein as a Party and, together, as the Parties.
RECITALS
WHEREAS, City and Conservancy entered into an agreement on March 18, 2008 for the
maintenance and promotion of City-owned public trails; and
WHEREAS,City and Conservancy entered into an agreement on November 18,2008 for the
construction and maintenance of the Creekside Trail; and
WHEREAS,City is the sole owner in fee simple of similar public open space property in the
City of Redlands, County of San Bernardino, State of California, designated as Assessor's Parcel
Numbers 0300-231-38, 0300-231-31, 0300-241-15, 0300-241-24, and 0300-231-36; and
WHEREAS, Conservancy represents that it has the willingness, financial means and
expertise to manage and maintain these properties, in addition to City-owned public trails within
these properties and elsewhere in the City;
NOW,THEREFORE,in consideration of the mutual promises contained herein,the City of
Redlands and the Redlands Conservancy agree as follow:
AGREEMENT
1. Parties Obli atg ions.To preserve,protect and enhance City's public trails and natural open
space properties, a map of which is attached hereto as Exhibit"A" and Exhibit"A.1"and
incorporated herein by this reference(the"Properties").The management and maintenance
of City's public trails and natural open space properties shall be in accordance with the
Interim Maintenance and Management Guidelines set forth in Exhibit`B"which is attached
hereto.
2. General Considerations,
2.1 Notices. Any notice, demand, request, consent, approval, or communication that
either Party desires or is required to give to the other shall be in writing and be
served personally or sent by recognized overnight courier that guarantees next-day
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delivery or by first class mail,postage fully prepaid, addressed as follows:
To Grantor: Quality of Life Director
City of Redlands
PO Box 3005
Redlands, CA 92373
To Grantee: Executive Director
The Redlands Conservancy
P.O. Box 855
Redlands,CA 92373
or to such other address as either Parry shall designate by written notice to the other.
Notice shall be deemed effective upon delivery in the case of personal delivery or
delivery by overnight courier or, in the case of delivery by first class mail, five(5)
days after deposit into the United States mail.
2.2 Termination.This Agreement may be terminated by either Party by providing thirty
(30) days prior written notice to the other Party. During the notice period, the non-
terminating Party shall be given the opportunity to discuss the reasons for the
proposed termination with the Parry giving the termination notice and seek possible
resolution of any disputes between the Parties.
2.3 Entire Agreement/Amendment. This Agreement represents the entire agreement and
understanding between the Parties as to the matters contained herein,and any prior
negotiations or agreements relating to such matters,including but not limited to the
March 18,2008 and November 18,2008 agreements referenced in the Recitals to this
Agreement, are superseded by this Agreement. Any amendment to this Agreement
shall be in writing, and signed by City and Conservancy.
2.4 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
2.5 Attorneys'Fees. In the event any action is commenced to enforce or interpret any of
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 the use of in-house counsel by a Parry.
2.6 Insurance. Conservancy shall secure and maintain in force throughout the term of
this Agreement 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 the
insurance policy shall include a provision prohibiting its modification or cancellation
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except upon thirty (30) days prior written notice to City. Such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by City.
Certificates of insurance and endorsements shall be delivered to City prior to
Conservancy's commencement of any of its maintenance obligations under this
Agreement.
Conservancy shall secure and maintain business auto liability coverage, with
minimum limits of One Million Dollars ($1,000,000) per occurrence, combined
single limit for bodily injury liability and property damage liability. Such coverage
shall include hired and non-owned vehicles,and employee non-ownership vehicles.
City shall be named as an additional insured and the insurance policy shall include a
provision prohibiting its modification or cancellation except upon thirty (30) days
prior written notice to City. Such insurance shall be primary and non-contributing to
any insurance or self-insurance maintained by City. Certificates of insurance and
endorsements shall be delivered to City prior to-Conservancy's commencement of
any of its maintenance obligations under this Agreement.
2.7 Hold Harmless.Conservancy shall hold harmless,protect,defend and indemnify City
and its elected officials,officers,employees,agents,contractors and representatives
and the heirs,personal representatives,successors and assigns of each of them from
and against any all liabilities,penalties,costs,losses,damages,expenses(including,
without limitation, reasonable attorneys' fees and experts' fees), causes of action,
claims, demands, orders, liens or judgments arising from or in any way connected
with: (1) injury to or the death of any person, or physical damage to any property,
resulting from any negligent act or omission of Conservancy related to or occurring
on or about the Properties, (2) the obligations specified in Section 1; and (3) the
existence of this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Conservancy have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By: CA)
Paul Foster, Mayor
Attest:
Sam Irwin, ity elerk
THE REDLANDS CONSERVANCY
B
Sherli Leonard, Executive Director
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EXHIBIT B
INTERIM MAINTENANCE AND MANAGEMENT GUIDELINES
1. City Duties. The City shall:
1.1 Authorize the Conservancy to post signage on,arrange continual maintenance of,and
promote by way of electronic and printed materials,the Properties.
1.2 Authorize the Conservancy to recommend permanent names for the Properties.The
permanent names shall be formally approved by a majority vote of the members of
the City Council.
1.3 Direct its Quality of Life Director, or designee, to review and approve printed
materials and electronic media submitted by the Conservancy for the Properties in a
timely manner. Refer to Section 2.8 of this Exhibit"B" for timeline of reviews.
1.4 Review and approve the design of identification and way-finding, and interpretive
and educational, signage for the Properties that is proposed or submitted by the
Conservancy,subject to the following conditions.Refer to Section 2.8 of this Exhibit
"B"for timeline of reviews:
(a) Sponsor's names,such as family or financial sponsors,shall not be displayed
on identification or way-finding signage.
(b) Signage is limited to trailhead, trail way-finding, and interpretive and
educational signs.
(c) The colors of trail way-finding signs shall be natural,muted earth tones.
(d) Anti-graffiti film shall be utilized to facilitate the maintenance and clean-up
of graffiti on all signage.
(e) Use of the Conservancy's moniker shall be limited to trailhead signs only.
Trailhead signage(one trailhead sign per trailhead)shall contain the words:
City of Redlands and Redlands Conservancy Project at the top, the trail
number and then a direction arrow with the mileage.
1.5 Confirm the public ownership of the Properties identified for signage and
maintenance prior to any signage or maintenance work being performed by the
Conservancy, and inform the Conservancy of any subsequent change in the legal
ownership of any of the Properties. Refer to Section 2.8 of this Exhibit `B" for
timeline of reviews.
1.6 Undertake all reasonable actions to prevent the unlawful entry and trespass by
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persons whose activities may degrade or harm the conservation values of the
Properties.
1.7 The City reserves to itself,and to its successors and assigns, all rights accruing from
its ownership of the Properties,including the right to engage in or to permit or invite
others to engage in all uses of the Properties that are consistent with the purposes of
this Agreement with appropriate coordination with the Conservancy. City further
specifically reserves the right to grant utility easements over and under the Properties
for utility purposes in a manner that does not compromise conservation values.
1.8 The City reserves the right to establish and record conservation easements on the
Properties. Establishment of any land donation and conservation easement shall be
governed by the Memorandum of Understanding dated November 7th,2006,between
the City and the Conservancy.
2. Conservancy Duties. The Conservancy shall:
2.1 Require the Conservancy's volunteers conducting work on the Properties to execute
and deliver(via the Conservancy)to the City a liability release, in a form provided
by the City,prior to the volunteer commencing any work.
2.2 Not represent itself as agent of the City for the Properties to the public or other
public agencies without prior written authorization of the City.
2.3 Monitor and report any activities inconsistent with local,State or Federal laws or the
intended use of the Properties immediately to the City. The Conservancy is not
authorized to enforce any such laws.
2.4 Receive no remuneration from the City for performing its obligations under this
Agreement for the Properties.
2.5 Public Trails. Maintain the City's designated public trails in such a manner as to be
safe and attractive for use by pedestrians,bicyclists and equestrians,in accordance
with California Civil Code Section 846,subject to the following conditions:
(a) The City and the Conservancy agree that a City-owned public trail, for
purposes of this Agreement, is any natural or improved path to which the
City holds title,either in fee simple or as an easement,that is appropriate for
recreational use by pedestrians,bicyclists and/or equestrians and as identified
on Exhibit"A"of this Agreement; and
(b) Subject to the City's approval,design appropriate identification,interpretive
and way-finding signage for the City's public trails,as described in Section
1.4 and pay for,installation,maintenance and replace, as necessary, of trail
signage.
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(c) Inspect signage not less than once per month and clean, repair and replace
signs as they become damaged, defaced or removed.
(d) Promote the use of the City's public trails by way of electronic and printed
media,subject to City's Quality of Life Director's prior approval as to design
and content.
(e) Perform maintenance work on the City's public trails,with such work shall
be limited to the use of hand tools. The Conservancy shall not provide any
maintenance that requires the use of heavy equipment or chainsaws,or other
equipment as determined by the City.
(f) Keep the entire length of public trails clear of weeds, brush and trash, with
maintenance reviews conducted no less than once monthly,and maintenance
activities conducted as needed.
(g) Natural historic surface trails, (except as required for ADA access), trail
access,rest areas,viewing areas,and trail staging areas within the Properties
shall be designed and installed by the Conservancy,with approval from the
City,with consideration provided that shall include sensitive plants,animals
and areas of active and potentially recovering areas of landscape.
(h) Report to the City's Quality of Life Department any damage to any public
trail or surrounding area that may affect the safety of the public trail, and
coordinate with the City's Quality of Life Department to establish a repair
schedule for damaged trails. The Conservancy shall perform inspections,
within twenty-four(24)hours,of any public trail subjected to a wildland fire
or significant weather event (such as heavy precipitation or high winds) to
identify safety and maintenance hazards.
(i) In addition to the Conservancy's obligations under section 2.7 of this
Agreement, specifically hold harmless, defend and indemnify the City, and
private property owners on which the City's public trail easements may be
located, against and for any claim,proceeding,action or suit for damage to,
or loss of, private property, or for injury to or death of any the
Conservancy's, agents, members, volunteers, or invitees as a result of the
Conservancy's or its agents,' members', volunteers', or invitees' acts or
omissions which may occur in connection with or as a result of the
maintenance activities on the public trails conducted pursuant to this
Agreement.
2.6 Open Space. Manage the Properties for the purpose of open space preservation as
part of the recreational and scenic resources held by the City.The Conservancy shall
be solely responsible for management and maintenance of the Properties, for the
conditions thereof, and for all activities conducted by the Conservancy thereon,
subject to the following conditions:
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(a) Installation of structures directly related to educational or maintenance
purposes is permitted. The installation of structures is subject to written
approval by the Quality of Life Director and all applicable Local, State and
Federal Laws.
(b) All recreational use of the Properties shall be restricted to the designated and
signed trails,viewing areas, and existing access roads. Recreational use for
the purpose of this section shall be defined as high impact activities such as
mountain biking and or equestrian activities.
(c) Public use of biologically sensitive areas shall be restricted by appropriate
signage or barriers, as reviewed and approved by the City.
(d) Recreation amenities including,but not limited to,picnic tables and drinking
water service, based on accepted criteria, shall be required to be reviewed
and approved by the City.
(e) Research and habitat restoration projects, and project related to fuel-load
mitigation shall be designed to promote and protect the conservation values
and are subject to approval by the Quality of Life Department, refer to
Section 2.8 for timeline of reviews.
2.7 Prohibited Uses.Any activity on or use of the Properties,without the required review
and approval of the City, listed below is prohibited
(a) Travel of motorized vehicles within the Properties shall be prohibited,except
for maintenance, educational purposes and emergency vehicle access.
(b) Removal of plant or mineral material resources within the Properties shall be
strictly prohibited except for scientific,maintenance or educational purposes.
Removal proposals shall be approved by the City.
(c) Introduction of any plant or mineral material within the Properties, unless
native to the San Bernardino valley,shall be prohibited. Introduction of any
plant(s)or mineral material(s),based on accepted criteria,shall be reviewed
and approved by the City.
(d) Use of any firearms,for either hunting or target practice,shall be prohibited
within the Properties.
(e) Trapping of native mammals and animals, except for approved scientific
study, shall be strictly prohibited within the Properties. Proposed trapping
based on accepted criteria shall be reviewed and approved by the City.
(I) Grazing of livestock or other animals, within the Properties, without the
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required review and approval of the City, shall be prohibited.
(g) Competitive recreational events, within the Properties,without the required
review and approval of the City, shall be prohibited.
2.8 Communications or Reporting Actions:
(a) The Conservancy shall conduct a Base Line Study within one(1) year of the
Effective Date of this Agreement to determine and define the existing
conditions on the Properties.
(b) The Conservancy shall submit a strategic plan annually for both Public Trails
and Natural Open Space Properties,which details the proposed activities for
the year. The Conservancy shall provide written notification to the City of
the commencement and completion of activities undertaken pursuant to the
strategic plan. Such notice shall be provided t not less than seven (7) days
prior to commencement of a project and not more than seven(7)days after
completion of a project.
(c) The Conservancy shall submit an annual report to City of all activities
performed on the Properties.Accompanying the annual report shall also be a
copy of the Conservancy's most current IRS Form 990.
(d) The City shall review proposed activities or proposals listed within the
strategic plan and provide a response within fourteen(14)City business days.
(e) The City shall review proposed activities or proposals not listed within the
strategic plan and provide a response to the Conservancy within thirty(30)
City business days.
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