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HomeMy WebLinkAboutCC RESO 13,642RESOLUTION NO. 13,642 RESOLUTION AUTHORIZING EXECUTION OF A CONTRACT BETWEEN SAN DIEGO COUNTY CHAPTER OF THE AMERICAN RED CROSS AND THE GIRLS CLUB OF THE CITY OF NATIONAL CITY BE IT RESOLVED by the City Council of the City of National City that the Mayor is authorized to execute a contract between San Diego County Chapter of the American Red Cross and the Girls Club of the City of National City for the transfer of a vehicle for the elderly and handicapped. PASSED AND ADOPTED this 22nd day of September, 1981. ATTEST: CONTRACT BETWEEN SAN DIEGO COUNTY CHAPTER OF THE AMERICAN RED CROSS AND THE GIRLS CLUB OF THE CITY OF NATIONAL CITY THIS CONTRACT is made between the SAN DIEGO COUNTY CHAPTER of the AMERICAN RED CROSS, hereinafter "RED CROSS" and the GIRLS CLUB of the CITY OF NATIONAL CITY, hereinafter "GIRLS CLUB". RECITALS WHEREAS, the "RED CROSS" is participating in the oper- ation of a transit system for the frail elderly and handicapped within the County of San Diego in an effort to provide trans- portation to persons because of age, health and physical limit- ations, hereinafter "TRANSIT SYSTEM", and; WHEREAS, the "RED CROSS" has contracted with the CITY OF NATIONAL CITY, hereinafter "CITY", a municipal corporation to obtain partial funding and is working to obtain additional funding for the operation of a similar transit system within the City of National City. WHEREAS, the "GIRLS CLUB" has obtained funds pursuant to Federal Urban Mass Transit Act of 1964, as amended and with these and funds from the "CITY" purchased a Superior Pioneer Bus (VIN #TPM 32A3500533) which is uniquely suitable for the "TRANSIT SYSTEM"; WHEREAS, the "GIRLS CLUB" desires an experienced oper- ator of transit service to operate the bus for the "TRANSIT SYSTEM"; WHEREAS, the "CITY" has financially assisted in the acquisition of the bus. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties herein expressed, the "RED CROSS", the "CITY" and "GIRLS CLUB" agree as follows: SECTION 1: DEFINITIONS A "TRANSIT SYSTEM" means a frail elderly and handicapped bus service within the City of National City. B. "RED CROSS" means the San Diego Chapter of the American Red Cross at 3650 Fifth Avenue, San Diego, California. C. "GIRL'S CLUB" means the City of National City Chapter of the Girl's Club. D. "CITY" means the City of National City, a munic- ipal corporation, created under and existing by virtue of the laws of the State of California. E. "BUS" means the Superior Pioneer Bus (VIN '4TPM 32A3500533) purchased by the "GIRL'S CLUB" with funds from a grant pursuant to the Federal Urban Mass Transportation Act of 1964, as amended and funds from the "CITY". SECTION 2: ASSIGNMENT OF RIGHTS For valuable consideration received the "CITY" and "GIRL'S CLUB" hereby assigns to the "RED CROSS" the use of the "BUS" for the term of this agreement. SECTION 3: DELEGATION OF DUTIES By this assignment of use, the "CITY" and "GIRL'S CLUB" hereby delegates their duties and obligations under the provisions of the Mass Transportation Act of 1964, as amended for the oper- ation of the "BUS" within the -City -of -National City. -.- SECTION 4: ACCEPTANCE The "RED CROSS" hereby accepts for the assignment of rights and delegation of duties under the terms of this agreement. SECTION 5: CONSIDERATION All parties hereto agree that the amount of one dollar ($1.00) per year is adequate and sufficient valuable consideration for the transfer of use of the "BUS" to the "RED CROSS". The "GIRL'S CLUB" shall pay this sum to the "RED CROSS". The "CITY" in consideration for the "GIRL'S CLUB'S" transfer of use of the "BUS" releases, all obligations the "GIRL'S CLUB" may owe "CITY" incurred for the acquisition, stop - age; and maintenance of the "BUS" up to the date of execution of this agreement. The "GIRL'S CLUB" will remain the registered owners of the "BUS". - 2 - SECTION 6: TERMINATION Any party may terminate this agreement at any time for reasonable cause 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. It is under- stood and agreed that if the "RED CROSS" has insufficient funds to cover the costs of the "TRANSIT SYSTEM" that this agreement may be terminated immediately by either the "RED CROSS" or the "CITY". SECTION 7: ASSIGNMENTS AND SUBCONTRACTING Neither this agreement nor any interest herein nor claim hereunder may be assigned by the "RED CROSS" either vol- untarily or by operation of law, nor may all or substantially all of this agreement be further subcontracted by the "RED CROSS" without the prior written consent of the "GIRL'S CLUB" and the "CITY". No consent shall be deemed to relieve the "RED CROSS" of its obligations to comply fully with the requirements hereof. SECTION 8: INSURANCE During performance hereunder, the "RED CROSS" or its subcontractor shall procure the following insurance, which may contain self-insurance retentions subject to "CITY" and "GIRL'S CLUB" approval of funding, and shall not, of his own initiative, cause such insurance to be cancelled or materially changed dur- ing the course of this Agreement: 1. Comprehensive General Liability Insurance in the amount of $1,000,000 per occurence naming the "CITY" and "GIRL'S CLUB" and employees and officers as additional insureds in the event of any liability arising out of allega- tions due to negligence on the part of the operator. 2. Worker's Compensation Insurance covering "RED CROSS" employees as required by the Laws of the State of California to statutory limits. 3. Automobile Liability Insurance in the amount of $1,000,000 including contractual liability and personal injury liability. Prior to commencement hereof, and except for Worker's Compensation and Employer's Liability Insurance "RED CROSS" shall furnish a Certificate of Insurance thereof to "CITY" and "GIRL'S CLUB" which shall certify that contractor's or subcon- tractor's insurance policy provides: 3 1. The coverage shall be primary as to any other insurance with respect to performance here- under. 2. Thirty (30) days written notice of cancellation or material change to be given to "CITY" and "GIRL'S CLUB". Occurence, as used herein, means any event or related exposure to conditions which result in bodily injury or property damage. SECTION 9: INDEMNITY Notwithstanding any other Agreements, "RED CROSS" agrees to defend, protect, hold harmless and indemnify the "CITY" and "GIRL'S CLUB",.their officers, agents, and employees against allegations of legal liability in respect to bodily injury, death, and property damage, arising from the alleged negligence of the "RED CROSS" of such property during the times specified herein. SECTION 10: TERM OF AGREEMENT Base Term - This Agreement shall become effective October 15, 1981, and shall continue in full force and effect until June 30, 1981 , unless terminated earlier as herein provided. Option - This Agreement is automatically renewed at the end of each term unless either terminated as herein pro- vided or if funds for the "TRANSIT SYSTEM" are inadequate or unavailable. SECTION 11: COMPLETE AGREEMENT This agreement and the attachments and documents in- corporated herein constitute the complete and exclusive statement of the terms of the Agreement between "CITY", "GIRL'S CLUB",'and "RED CROSS" and it supersedes all prior representations, under- standings, and communications. The invalidity in whole or in part of any provision of this Agreement shall not be construed as a waiver or relinquishment of either party's right to such performance or to future performance of such a term or terms, and obligation in respect thereto shall continue in full force and effect. Changes hereto shall not be binding upon "CITY" or "GIRL'S CLUB" except when specifically confirmed in writing by the representative of the "CITY" and "GIRL'S CLUB". The issuance of information, advise approvals, or instructions by "CITY" or "GIRL'S CLUB" technical personnel or other representative shall be deemed expressions of personal opinions only, and shall not affect "CITY'S" and "RED CROSS'" rights and obligations hereunder. SECTION 12: INDEPENDENT CONTRACTOR "RED CROSS" relationship to "CITY" and "GIRL'S CLUB" in the performance of this Agreement is that of an independent contractor. The personnel performing services under this Agree- ment shall at all times be under CONTRACTOR'S exclusive direc- tion and control and shall be employees of CONTRACTOR and not employees of "CITY". "RED CROSS" and GIRL'S CLUB" shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's com- pensation, and similar matters. DATED: APPROVED AS TO FORM AND LEGALITY AMERICAN RED CROSS BY: TITLE: NATIONAL CITY GIRL'S CLUB BY: TITLE: APPROVED AS TO FORM AND LEGALITY BY: DODI ROTHERHAM APPROVED AS TO FORM AND LEGALITY TY ATTORNEY, CITY OF NATIONALj' ITY CITY OF NATIONAL CITY 5