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HomeMy WebLinkAboutReso 131-2018 (18-735)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 131 -2018 File Number: 18 -735 Enactment Number: RES 131 -2018 RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT FOR THE CONTINUING USE AND MAINTENANCE OF THE EXPANSION OF THE WEST ORANGE LIBRARY PARKING LOT. WHEREAS, the South San Francisco Unified School District (District) owns land adjacent to the West Orange Library; and WHEREAS, on September 3, 1998, the District granted the City a nonexclusive irrevocable license to construct improvement on such land, including a parking lot, new paving, striping, landscaping, lighting and fencing deemed necessary by the parties; and WHEREAS, the City and the District desire to enter into an agreement for the continuing use and maintenance of the parking lot; and WHEREAS, such parking as provided through the extension of the lot is necessary to provide adequate public access to the West Orange Library; and WHEREAS, such agreement shall be for an initial ten -year period and may be extended an additional ten years upon approval by both governing bodies. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves an agreement between the City of South San Francisco and the South San Francisco Unified School District, a draft of which is attached as Exhibit A, for the continued use and maintenance of the expansion of the West Orange Library parking lot. BE IT FURTHER RESOLVED by the City Council that the City Manager is authorized to execute the agreement between the City of South San Francisco and the South San Francisco Unified School District, a draft of which is attached as Exhibit A, for the continued use and maintenance of the expansion of the West Orange Library parking lot, and to take any other action consistent with the intent of this resolution. At a meeting of the City Council on 8/8/2018, a motion was made by Richard Garbarino, seconded by Mark Addiego, that this Resolution be approved. The motion passed. City of South San Francisco Page 1 Fite Number: 18 -735 Enactment Number: RES 131 -2018 Yes: 5 Mayor Normandy, Mayor Pro Tern Matsumoto, Councilmember Garbarino, Attest City of South San Francisco Page 2 Addiego MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT FOR USE OF THE PARKING LOT AT THE WEST ORANGE LIBRARY This Memorandum of Understanding (“Agreement”) is made and entered into by and between the City of South San Francisco, a municipal corporation (hereinafter “City”) and the South San Francisco Unified School District (hereinafter “District”) . RECITALS WHEREAS, the District owns land adjacent to the West Orange Library; and WHEREAS, on September 3, 1998, the District granted the City a nonexclusive irrevocable license to construct improvements on such land, including a parking lot, new paving, striping, landscaping, lighting, and fencing deemed necessary by the Parties; and WHEREAS, the City and the District desire to enter into an agreement for the continuing use and maintenance of the parking lot; NOW, THEREFORE, the Parties hereto mutually agree as follows in consideration of their mutual covenants, promises, and conditions contained herein: AGREEMENT 1. PREMISES. The “Premises” is defined for purposed of this Agreement as that portion of real property owned by the District located at 825 Southwood Drive, South San Francisco, California, adjacent to the West Orange Library, on which a parking lot now exists measuring approximately ninety-one (91) feet by ninety (90) feet , as shown on Exhibit A attached hereto. 2. TERM. The District and City hereby agree that this Agreement shall exist for a period of ten (10) years from the date this Agreement is executed. At the end of the initial ten (10) year period, the Parties, upon approval by both governing bodies, may enter into an additional ten (10) year period. 3. USE. The District and City hereby agree that the subject parking lot is for City use, with access to the District via a gate between the properties for the mutual benefit of the Parties, and in consideration of the persons served by the Parties at their respective adjacent facilities. Each party shall have access to the Premises during such times as shall be mutually agreed upon by the City Librarian and the site administrator responsible for District’s operations on the District’s property upon which the Premises is located. At the request of either party, the District administrator and City librarian shall meet and confer in good faith not less than annually to make any adjustments to the hours of access to the Premises reasonably necessary to ensure the equitable mutual benefit of the Parties. The Parties shall have joint control and access of the gate that services the Premises. 4. MAINTENANCE. In consideration of this Agreement, maintenance of the parking lot and access gate shall be the sole responsibility of the City. 5. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 6. INSURANCE. City shall provide and maintain in full force and effect for the term of this Agreement, policies of insurance covering City’s use of the Premises, and agrees to secure and maintain: a. General Liability. City agrees to maintain and pay for a general liability policy naming District, its officers and employees as additional insureds and insuring them against liability or financial loss resulting from injuries occurring to persons or property, in or about or in connection with the work to be performed under this Agreement. Each policy of insurance shall provide primary coverage on an occurrence basis in a company satisfactory to District in the following minimal amounts: personal injury - $1,000,000 for each person and $1,000,000 per occurrence; property damage - $1,000,000 per occurrence. Each policy shall provide that it shall not be canceled without 30 day's prior written notice to District. The general liability policy shall provide (a) if District, its officers or employees have other insurance against the loss covered by said policy said other insurance shall be excess insurance only, and (b) that District, its officers and employees are not precluded from claim under said policy against other insured Parties. b. Workers Compensation. City agrees to comply with all State requirements relating to workers compensation insurance and to provide the same for its employees. c. Automobile liability. City agrees to maintain and pay for automobile liability insurance in the comprehensive form, which shall include coverage for owned, hired and non-owned automobiles, with a limit of $1,000,000 for bodily injury and property damage combined. d. Certificates. City shall file certificates and endorsements of insurance with District in a form satisfactory to District attorney upon execution of this Agreement evidencing said coverage and the requirements of this paragraph. The certificates and endorsement shall contain a reference to the date and title of this Agreement. 7. INDEMNIFICATION. It is agreed that City shall defend, hold harmless, and indemnify District, its officers, agents, and employees, from any and all claims for injuries or damage to persons and/or property, which arise out of the terms and conditions of this Agreement and which result from the negligent act or omissions of City, its officers, agents, and/or employees It is further agreed that District shall defend, hold harmless, and indemnify City, its officers, agents, and employees from any and all claims for injuries and/or damages to persons and/or property which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of District, its officers, agents, and/or employees. The duty to indemnify and save harmless as set forth herein shall include the duty to defend as set forth in section 2778 of the California Civil Code. In the event of concurrent negligence of City, its officers, agents, and/or employees, and District, its officers, agents, and/or employees, then the liability for any and all claims for injuries or damages to persons and/or property which arise out of terms and conditions of this Agreement shall be apportioned according to the California theory of comparative negligence. 8. AMENDMENT. This Agreement may be amended or modified only by a written agreement signed by both Parties, as approved by their respective governing bodies. 9. MEDIATION. Should any dispute arise out of this Agreement, the Parties shall meet and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Either party shall be permitted to file a legal action after first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be shared equally by the Parties. If a mediated settlement is reached, neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs. 10. NOTICE. Any written notice to City shall be sent to: City Manager 400 Grand Avenue South San Francisco, CA 94080 Any written notice to District shall be sent to: Assistant Superintendent/Business Services 398 B Street South San Francisco, CA 94080 11. ADDITIONAL AGREEMENTS. Both Parties to this Agreement recognize that additional agreements between the Parties may be necessary to fully effectuate the purpose of this Agreement. Both Parties agree to provide all reasonably required documents, permits, and approvals as necessary to complete this project in a timely manner. 12. MISCELLANEOUS TERMS. A. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. B. Governing Law; Venue. The laws of the State of California shall govern this Agreement without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Mateo County, California. C. Integration; Amendments. This Agreement represents the entire and integrated Agreement between City and District with respect to the subject matter hereof, and supersedes all prior negotiations, representations or agreements, either written or oral with respect thereto. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. D. Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which such party may be entitled. E. Waiver. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. F. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties, any rights or remedies hereunder. G. Headings. The headings of the sections and exhibits of this Agreement are inserted for convenience only. They do not constitute parts of this Agreement and are not to be used in its construction. H. Authority. The undersigned expressly represents that he or she is authorized to execute this Agreement on behalf of District and that it meets each of the requirements set forth in the Agreement, including but not limited to the insurance and workers compensation requirements. I. Counterparts; E-Signatures. The Parties agree that execution of this Agreement by exchanging facsimile, PDF, or e-Signature (as defined below) signatures shall have the same legal force and effect as the exchange of original signatures. Pursuant to this Agreement, e-Signatures shall mean a signature that consists of one or more letters, characters, numbers or other symbols in digital form incorporated in, attached to or associated with the electronic document, that (i) is unique to the person making the signature; (ii) the technology or process used to make the signature is under the sole control of the person making the signature; (iii) the technology or process can be used to identify the person using the technology or process; and (iv) the electronic signature can be linked with an electronic document in such a way that it can be used to determine whether the electronic document has been changed since the electronic signature was incorporated in, attached to or associated with the electronic document. The written form shall be required to make changes to this clause as well. IN WITNESS THEREOF, the City of South San Francisco and the South San Francisco Unified School District have executed this Agreement as of as of this _____ day of _______, 2018. City of South San Francisco, a municipal corporation By: Mike Futrell, City Manager South San Francisco Unified School District By: __________________________________ Shawnterra Moore, Ed.D. Superintendent Approved as to Form By: _____________________________ ____________________, City Attorney 2988655.1