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HomeMy WebLinkAboutFCEOC - Agreement -3-17-2022WASTE TIRE AMNESTY COLLECTION PROGRAM COORDINATION AGREEMENT BETWEEN CITY OF FRESNO AND FRESNO COUNTY ECONOMIC OPPORTUNITIES COMMISSION THIS AGFEEMENT is made and entered into effective this � day of _ �Ak- r j _ , 2022, by and between the FRESNO COUNTY ECONOMIC OPPORTUNITIES COMMISSION, a California nonprofit public benefit corporation (Contractor), and the CITY OF FRESNO, a California municipal corporation (City), and pertains to the Local Government Waste Tire Amnesty Grant Program, Fiscal Year 2022- 2023, (Grant Program). RECITALS WHEREAS, the City and the Contractor desire to memorialize the ongoing coordinated efforts of the City and the Contractor as it pertains to the Grant Program; and WHEREAS, the Grant Program requires the City and the Contractor to enter into a coordination agreement; and WHEREAS, the City and the Contractor have worked closely together during the past several years to provide free and convenient waste tire collection events for the public whereby the public is encouraged to bring in waste tires as part of the Waste Tire Amnesty Collection Program Events (Tire Amnesty Events); WHEREAS, this coordination agreement outlines the active roles of the City and the Contractor as it pertains to the Tire Amnesty Events. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, the parties hereby agree as follows: Citv's Obligations. The City shall: (i) Provide staffing for the Tire Amnesty Events, which will include a sufficient number of City employees to efficiently conduct each Tire Amnesty Event; (ii) Coordinate Tire Amnesty Event efforts with the Contractor's employees; (iii) Be responsible for the cost of hauling and disposing waste tires collected at the Tire Amnesty Events; (iv) Coordinate efforts with the Contractor to advertise and promote each Tire Amnesty Event as described in Section 5 of this Agreement; (v) Coordinate efforts with the Contractor to locate and secure sites where Tire Amnesty Events will be held; and Waste Tire Amnesty Collection Program Page 1 of 6 Coordination Agreement Doc ID: 1 ca7f3249bc2e7ab47efc8b70d9ec17577fd8410 (vi) Coordinate efforts with the Contractor to provide active event orientation and training to the Contractor's personnel, including laborers, during each Tire Amnesty Event. 2. Contractor's Obligation . The Contractor shall: (i) Provide staffing for the Tire Amnesty Events, which will include a minimum of six contractor employees, to effectively conduct each Tire Amnesty Event: (ii) Actively cooperate in coordinating efforts with the City to advertise and promote each Tire Amnesty Event as described in Section 5 of this Agreement; and (iii) Cooperate in staffing each event appropriately with qualified personnel. 3. of Ar}reemen.. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through September 30, 2023, subject to any earlier termination in accordance with this Agreement. 4. Termination. Remedies. and Force Ma'eure. (a) This Agreement shall terminate without any liability of the City to the Contractor upon the earlier of: (i) the Contractor's filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Contractor; (ii) seven calendar days prior written notice with or without cause by the City to the Contractor; (iii) the City's non -appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Grant Program; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, the Contractor shall immediately stop all work hereunder. 5. Tire Amnesty Event Promotion. The Tire Amnesty Events will be advertised and promoted in the following manner: (i) On the radio through public service announcements; (ii) On television through public service announcements; (iii) On social media platforms including, but not limited to Facebook, Twitter, and the City of Fresno's website; and (iv) In print media through announcements in a local newspaper. 6. Indemnification. The City shall indemnify, hold harmless, and defend the Contractor and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, and property damage) incurred by the Contractor, the City, or any other person, and from any and all claims, demands, and actions in � Ilaw or equity (including attor ney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the Waste Tire Amnesty Collection Program Page 2 of 6 Coordination Agreement Doc ID: 1ca7f3249bc2e7ab47efc8b70d9ec17577fd8410 officers, officials, employees, agents, or volunteers in the performance of this Agreement, provided nothing herein shall constitute a waiver by the City of governmental immunities including California Government Code section 810 et seq. The Contractor shall indemnify, hold harmless, and defend the City and each of its officers, officials, employees, agents, volunteers and subcontractors from any and all loss, liability, fines, penalties, forfeitures, costs, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, and property damage) incurred by the City, the Contractor, or any other person, and from any and all claims, demands, and actions in lava or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of the Contractor or any of its officers, officials, employees, agents, volunteers or subcontractors in the performance of this Agreement. In the event of concurrent negligence on the part of the City, or any of its officers, officials, employees, agents, or volunteers, and the Contractor, or any of its officers, officials, employees, agents, volunteers or subcontractors, the liability for any and all such claims, demands, and actions in law or equity for such losses, fines, penalties, forfeitures, costs, and damages shall be apportioned under the State of California's theory of comparative negligence as presently established or as may be modified hereafter. This section shall survive termination or expiration of this Agreement. 7. Insurance. (a) Throughout the life of this Agreement, the Contractor shall pay for and maintain in full force and effect all insurance as required in Exhibit A, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by the City's Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated in Exhibit A shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, the Contractor or any of its subcontractors/sub-consultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to the Contractor shall be withheld until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Contractor of its responsibilities under this Agreement, The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. Waste Tire Amnesty Collection Program Page 3 of 6 Coordination Agreement Doc ID: 1ca7f3249bc2e7ab47efc8b70d9ec17577fd8410 (c) The fact that insurance is obtained by the Contractor shall not be deemed to release or diminish the liability of the Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Contractor, its principals, officers, agents, employees, persons under the supervision of the Contractor, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) If the Contractor should subcontract all or any portion of the services to be performed under this Agreement, the Contractor shall require each subcontractor/sub-consultant to provide insurance protection, as an additional insured, to the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with the Contractor and the City prior to the commencement of any services by the subcontractor. The Contractor and any subcontractor/sub-consultant shall establish additional insured status for the City, its officers, officials, employees, agents, and volunteers by using Insurance Service Office (ISO) form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 3710 01 or by an executed manuscript company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 1185. 8. Governing Law and Benue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 9. Heading_s. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify, or add to the interpretation or meaning of the provisions of this Agreement. 10. Severabiiity. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions. 11. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shah not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. 12. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant, or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. Waste Tire Amnesty Collection Program Page 4 of 6 Coordination Agreement Doc ID: 1ca7f3249bc2e7ab47efc8b70d9ec17577fd8410 13. Exhibits. Each exhibit and attachment referenced -in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 14. Precedence of Documents. In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void. 15. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 16, Extent of Agreement. Each party acknowledges they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and the Contractor. 17. Counterparts. This Agreement may be executed in any number of copies by the parties to this Agreement on separate counterparts and will become effective upon signature by all parties upon one or more of such counterparts. [SIGNATURE PAGE FOLLOWS] Waste Tire Amnesty Collection Program Page 5 of 6 Coordination Agreement Doc ID: 1ca7f3249bc2e7ab47efc8b70d9ec17577fd8410 SIGNATURE PAGE IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal =rwation By r. Fr a rena Chief Assistant City Attorney Code Enforcement ATTEST: TODD STERMER, CMC CityjrkKepu By -- APPROVED AS TO FORM, DOUGLAS T. SL N City 's ffi By: randon M. Collet Senior Deputy City Attorney Addresses - CITY: City of Fresno Attention: Christina Pasillas 2600 Fresno Street Room 3076 Fresno, CA 93721 Phone: (559) 621-8400 FAX: (559) 488-1078 Waste Tire Amnesty Collection Program Coordination Agreement FRESNO COUNTY ECONOMIC OPPORTUNITIES COMMISSION, a California nonprofit public benefit corporation By: Emilia Reyes Chief Executive Officer CONTRACTOR: Fresno County Economic Opportunities Commission Attention: 1920 Mariposa Mall, Suite 300 Fresno, CA 93721 Phone: (559) 263-1100 FAX: Page 6 of 6 Doc ID: 1ca7f3249bc2e7ab47efc8b70d9ec17577fd8410 Exhibit A INSURANCE REQUIREMENTS Waste TireAmnesty Collection Program Coordination Agreement between City of Fresno ("City") and Fresno County Economic Opportunities Commission ("Contractor") MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage," and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non - owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2. The most current version of ISO "Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non -owned automobiles or other licensed vehicles (Code 1-Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds. 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. MINIMUM LIMITS OF INSURANCE The Contractor shall procure and maintain for the duration of the contract, and for five years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limitof any insurance proceeds available to the named insured: I. COMMERCIAL GENERAL LIABILITY- (i) $1,000,000 per occurrence fdr bodily injury and property damage; (ii)$1,000,000 per occurrence for persona I and advertising injury,- 01 $2,000,000 aggregate for products and completed operations; and, M $2,000,000 general aggregate applying separately to the work performed under the Agreement. Waste Tire Amnesty Collection Program Page 1 of 4 Coordination Agreement 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits and EMPLOYER'S LIABILITY with limits of liability not less than: 0 $1,000,000 each accident for bodily injury; 0 $1,000,000 disease each employee; and, n $1,000,000 disease policy limit. UMBRELLA OR EXCESS INSURANCE In the event the Contractor purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF -INSURED RETENTIONS The Contractor shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Contractor shall also be responsible for payment of any self -insured retentions. Any deductibles or self -insured retentions must be declared on the Certificate of Insurance, and approved by, the City's Risk Manager or his/her designee. Atthe option of the City's Risk Manager or his/her designee, either: (i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, officials, employees, agents, and volunteers; or (ii) The Contractor shall provide a financial guarantee, satisfactory to the City's Risk Manager or his/her designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the City be responsible for the payment of any deductibles or self -insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) All policies of Insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after thii y calendar days' written notice has been given to the City, except ten days for nonpayment of prennium. The Contractor is also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits, the Contractor shall furnish the City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, the Contractor shall provide a Taste Tire Amnesty Collection Program Page 2 of 4 Coordination Agreement new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. (ii) The Commercial General and Automobile Liability insurance policies shall bewritten on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees, and volunteers as an additional insured. The Contractor shall establish additional insured status for the City and for all ongoing and completed operations under both Commercial General and Commercial Pollution Liability policies by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 101185 or both CG 20 10and CG 2037. (iv) All such policies of insurance shall be endorsed so the Contractor's insurance shall be primary and no contribution shall be required of the City. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers; officials, employees, agents, and volunteers. If the Contractor maintains higher limits of liability than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits of liability maintained by the Contractor. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. (vi) For any claims related to this Agreement, the Contractor's insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, agents, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, agents, employees, and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (vii) The Workers' Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to the City, its officers, officials, agents, employees, and volunteers. PROV DING OF DOCUMENTS. The Contractor shall furnish the City with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the City`s Fisk Manager or his/her designee prior to the City's execution of the Agreement and before -w- rk cc)riimences. All non -ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of the City, the Contractor shall immediately furnish the City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This Waste Tire Amnesty Collection Program Page 3 of 4 Coordination Agreement requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of the Contractor shall also be required to provide all documents noted herein. MAIlhlTENA CE CE COVERAGE: If at anytime during the life of the Agreement or any extension, the Contractor or any of its subcontractors fail to maintain any required insurance in full force and effect, all work under this Agreement shall be discontinued immediately until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City hereunder shall in any way relieve the Contractor of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by the Contractor shall not be deemed to release or diminish the liability of the Contractor, including, without limitation, liability under the indemnity provisions ofthisAgreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Contractor, its principals, officers, agents, employees, persons under the supervision of the Contractor, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS: Fthe Contractor subcontracts any or all of the services to be performed under this Agreement, the Contractor shall require, at the discretion of the City's Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by the City's Risk Manager or designee. Ifno Side Agreement is required, the Contractor shall require and verify that subcontractors maintain insurance meeting all the requirements staffed herein and the Contractor shall ensure that the City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with the Contractor, and the City, prior to commencement of any work by the subcontractor. Waste Tire Amnesty Collection Program Page 4 of 4 Coordination Agreement