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