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HomeMy WebLinkAboutContracts & Agreements_84-2013_CCv0001.pdf CITY OF REDLANDS CROSSING GUARD SHELTER CONSTRUCTION AGREEMENT 1. Parties and Date This crossing guard shelter construction agreement ("Agreement") is made and entered into this 21st day of May, 2013 ("Effective Date") by and between the City of Redlands, a general law city organized under the laws of the State of California with its principal place of business at 35 Cajon Street, Redlands, California 92373 ("City") and Redlands Sunrise Rotary Club, a nonprofit service organization, with its principal business address of P.O. Box 8667, Redlands, California 92375 ("Sunrise Rotary"). City and Sunrise Rotary are also sometimes referred to herein individually as a "Party" and,together, as the "Parties." 2. Recitals 2.1 Purpose. 2.1.1. The Parties recognize that installing crossing guard shelters at crosswalk locations in the City benefits City residents and the local schools community. 2.1.2. Sunrise Rotary is a public service organization in Redlands which desires to construct and install crossing guard shelters at various locations throughout the City. Sunrise Rotary represents that its volunteer members are capable of providing the services described within this Agreement. 2.2. Program. Sunrise Rotary desires to donate materials and labor to the City to implement the crossing guard shelter construction and installation program ("Program") at the two locations shown on Exhibit "A," and at future mutually agreed upon locations throughout the City as set forth in this Agreement. 3. Terms. 3.1. Scope of Services and Term 3.1.1. General Scope of Services. The City authorizes Sunrise Rotary to undertake the Program using volunteer members to construct and install the crossing guard shelters. Sunrise Rotary shall obtain all necessary permits from the City for the performance of the Program. 3.1.2. Design of Shelters. Sunrise Rotary shall ensure that the crossing guard shelters are constructed in accordance with all applicable Americans with Disabilities Act("ADA") requirements. The crossing guard shelters to be installed at each location shall be built pursuant to the City's design standards as shown in Exhibit "B," attached hereto and incorporated herein by this reference. 3.1.3. Maintenance and Cleaning. The City shall assume all responsibility for maintenance and cleaning of each crossing guard shelter after the shelter has been installed by Sunrise Rotary and accepted by the City. I 1:",,ca',.djm\Agreements\Redlands Sunrise Rotary Crossing Guard Shelter Agreement(2)12 It 12,doc RVPMkSC564759 3.1.4. Relocation or Removal. The City, in its sole discretion, may relocate or remove any crossing guard shelter at the City's sole cost. 3.1.5. Approval by City. Sunrise Rotary and the City shall work cooperatively to identify shelter locations. No crossing guard shelter may be installed without first obtaining all necessary approvals and permits by the City, and any other person or entity having ownership of, or jurisdiction over, the shelter location. 3.1.6. Term. The term of this Agreement shall commence on its Effective Date and terminate on December 31, 2014, unless earlier terminated, as provided herein. 3.2. Responsibilities 3.2.1. Performance of Work. The construction and installation of the crossin guard shelters shall be performed by volunteers affiliated with Sunrise Rotary. Sunrise Rotary's Project Officer will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. 3.2.2. Conformance to Applicable Requirements. All work performed by Sunrise Rotary's volunteers in connection with this Agreement shall be in conformance with all federal, state and local laws and regulations. 3.2.3. Funding. The City shall contribute Six Thousand Dollars ($6,000.00) to Sunrise Rotary towards the costs of construction of the first two crossing guard shelters with the understanding that Sunrise Rotary shall pay all additional remaining costs for the construction and installation of the first two shelters, and Sun rise Rotary shall pay all costs associated with the construction and installation of any additional shelters. 3.2.4. City's Representative. The City hereby designates its Quality of Life Director to act as its representative for the performance of this Agreement ("City's Representative"). The City's Representative shall have the power to act on behalf of the City for all proposed Program work under this Agreement. Sunrise Rotary shall not accept direction or orders from any person other than the City's Representative, or his or her designee. The City's Representative shall also be responsible for providing the design drawings of the shelters and processing of all environmental clearances that may be required for each of the shelter locations. 3.2.5. Sunrise Rotary' Representative. Sunrise Rotary designates the Sunrise Rotary's Project Officer to act as its representative for the performance of this Agreement ("Sunrise Rotary's Representative"). Sunrise Rotary's Representative shall have the authority to represent and act on behalf of Sunrise Rotary for all purposes under this Agreement. Sunrise Rotary's Representative shall supervise and 2 l:\ca\dJm`Agreemen&Redlands Sunrise Rotary Crossing Guard Shelter Agreement(2)12 11 12.doc RVPUR KSC%4759 direct the Program work, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures for the satisfactory coordination of work under the Program. 3.2.6. Coordination of Effort. Sunrise Rotary agrees to coordinate its efforts with the City staff in the performance the Program, and each Party's representative shall be available to the other at reasonable times with reasonable notice. 3.2.7. Insurance--Minimum Requirements. Sunrise Rotary shall procure and maintain insurance for the term of this Agreement. Such insurance shall meet at least the following minimum levels of coverage: 3.2.7.1. Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code I (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The City shall be named as an additional insured for all such coverage, and be provided with applicable endorsements as more particularly described below. 3.2.7.2. Minimum Limits of Insurance. Coverage shall be a least: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Worker's Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. The City shall be named as an additional insured for all such coverage, and be provided with applicable endorsements as more particularly described below. Such insurance shall be primary with respect to the City and noncontributing to any issuance of self-issuance maintained by the City. 3 1:",,ca`djm\Agreements\Redlands Sunrise Rotary Crossing Guard Shelter Agreement(2)12 11 12.doc PVP[m KSC 564759 3.2.7.3. Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, and its directors, elected officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the contractor, or any subcontractor performing work pursuant to this Agreement. 3.2.7.4. All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Sunrise Rotary and the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to Sunrise Rotary or the City, and their respective directors, elected officials, officers, employees, agents and volunteers. 3.2.8. Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to Sunrise Rotary or the City, or their respective directors, elected officials, officers, employees, agents and volunteers. 3.2.9. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less A-VII, licensed to do business in California. 3.2.10. Verification of Coverage. The contractor shall furnish to Sunrise Rotary and the City original certificates of insurance and endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms satisfactory to Sunrise Rotary and the City. The City reserves the right to require complete copies of all required insurance policies, at any time. 3.3. Compensation. Sunrise Rotary shall receive no compensation or reimbursement from the City for the Program under this Agreement other than the contribution of funds described in Section.3.2.3. The City shall receive no fees from Sunrise Rotary for processing of any approvals or permits for the shelters. 3.4. General Provisions. 3.4.1. Termination of Agreement. Either Party may, by written notice to the other, terminate this Agreement by giving written notice of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. 4 1:'\cd',,djmiAgreements'�Rediands Sunrise Rotary Crossing Guard Shelter Agreement(2)12 It 12.doc RVPUB KS0564751) 3.4.2. Delivery of Notices. All notices permitted or required under this Agreement shall be given in writing to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose: Sunrise Rotary: Redlands Sunrise Rotary Club P.O. Box 8667 Redlands, CA 92375 Att.: Chris Martin, Project Officer City: City of Redlands 35 Cajon Street Redlands, CA 92373 Att.: City Clerk Such notices shall be deemed made when personally delivered or when mailed, twenty-four (24) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.4.3. Cooperation; Further Acts. The Parties shall fully 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 Agreement. 3.4.4. Attorneys' Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such action shall be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action, including fees for a Party's use of in-house counsel. 3.4.5. Indemnification. Sunrise Rotary shall defend, indemnify and hold the City, and its elected officials, officers, employees, volunteers and agents, free and harmless from any and all claims, demands, causes of action, costs, expenses, liability loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any actual or alleged acts, omissions or willful misconduct of Sunrise Rotary, its officials, officers, employees, agents, contractors and subcontractors arising out of or in connection with the performance of, the Program, Services or this Agreement. The City shall defend, indemnify and hold Sunrise Rotary, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any actual or alleged negligent acts, omissions or willful misconduct of the City, its officials, officers, employees, 5 Lica djm)Agreements,Redlands Sunrise Rotary Crossing Guard Shelter Agreement(12)12 11 12.doc RVPUR KSC564759 agents, contractors and subcontractors arising out of or in connection with the performance of, the Program, Services or this Agreement. 3.4.6. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by the Parties. 3.4.7. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. 3.4.8. Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.4.9. Construction; References; Captions. Because the Parties have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to Sunrise Rotary include all personnel, employees, agents, and contractors of Sunrise Rotary, except as otherwise specified in this Agreement. All references to the City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.4.10. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by the Parties. 3.4.11. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same of other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppels, or otherwise. 3.4.12. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.4.13. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.4.14. Authority to Enter Agreement. Sunrise Rotary represents to the City that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 6 1:1ca',djiifkAgreetnents,Rediands Sunrise Rotary Crossing Guard Shelter Agreement(2)12 11 12.doe RVPURKSC,564759 SIGNATURE PAGE TO CROSSING GUARD SHELTER SERVICES AGREEMENT CITY OF REDLANDS REDLANDS SUNRISE ROTARY CLUB A California municipal corporation A non-profit service organization By: By: Pete Agy1ilar, Mayor Chris Martin, Project Officer ATTEST: Sa n, City Clerk 7