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
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(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
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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.
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(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.
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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]
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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:
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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.
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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
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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
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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.
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