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HomeMy WebLinkAbout2016 CON Rady Children's Hospital - Safe Routes to School Support ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND RADY CHILDREN'S HOSPITAL - SANDIEGO THIS AGREEMENT is entered into this 16th day of February 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and RADY CHILDREN'S HOSPITAL—SAN DIEGO, a California Non -Profit Public Benefit Corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to assist staff with implementation of National City's Safe Routes to School (SRTS) Program. WHEREAS, on August 11, 2015, the CITY Department of Engineering & Public Works publicly advertised a Request for Qualifications (RFQ) for specialized support services for National City's SRTS Program. WHEREAS, the CONSULTANT submitted a Statement of Qualifications (SOQ) for National City's SRTS Program by the September 3, 2015 deadline. WHEREAS, based on review of the CONSULTANT'S SOQ and subsequent interview, the CITY has determined that the CONSULTANT is a not -for -profit organization as defined under Section 501(c)(3) of the Internal Revenue Code, and through its Center for Healthier Communities, is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth herein accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on February 16, 2016. The duration of this Agreement is for the period of February 16, 2016 through February 15, 2019 ("Initial Term"). With mutual agreement of the parties, this Agreement may be extended for an additional three-year period, through February 15, 2022 ("Extended Term"; collectively the Initial Term and Extended Term are referred to as the "Term"). 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to, health and safety education; incentive - based walk/bike to school activities; presentations and workshops at parent -teacher meetings and public events; coordination with National City Police Department for recruitment and training of volunteer safety patrols; focus groups, user surveys, evaluation and reporting to determine SRTS Program effectiveness; and public safety campaigns. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works / City Engineer hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Cheri Fidler, Director of the Center for Healthier Communities thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $300,000 (the Base amount) during the Initial Term without prior written authorization from the Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the Term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 2 City of National City and Rady Children's Hospital — San Diego 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement ("Work Product"), except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Notwithstanding the foregoing, CONSULTANT retains all right, title and interest (including copyright) in intellectual property developed by CONSULTANT prior to this Agreement or outside the scope of this Agreement. CITY may use the copyrighted materials under a royalty -free license during the Term of this Agreement. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written Work Product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY' S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 3 City of National City and Rady Children's Hospital - San Diego 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY a wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the Term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shallnot discriminate against any employee or applicant for employment because of age, race, color, 4 City of National City and Rady Children's Hospital — San Diego ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY except as needed to its own auditors, accountants and consultants for its internal operations or as required by law. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT' S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the Term of this Agreement. 5 City of National City and Rady Children's Hospital - San Diego 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the Term of this Agreement, the following checked insurance policies: A. n If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the Term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A City of National City and Rady Children's Hospital — San Diego VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the Term of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $50,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, 7 City of National City and Rady Children's Hospital — San Diego whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization or change in business status of the CONSULTANT that materially effects CONSULTANT's financial strength. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day of the first attempted delivery following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal - Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent and confirmation of transmission is received. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: To CONSULTANT: Stephen Manganiello Director of Public Works / City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 Cheri Fidler Director Rady Children's Hospital -San Diego Center for Healthier Communities 3020 Children's Way, MC 5073 San Diego, CA 92123 With copy to: Rady Children's Hospital -San Diego 3020 Children's Way, MC 5052 San Diego, CA 92123 City of National City and Rady Children's Hospital — San Diego Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the Term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this 9 City of National City and Rady Children's Hospital — San Diego Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. < signatures on next page > 10 City of National City and Rady Children's Hospital — San Diego IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: on Morrison, Mayor APPROVED AS TO FORM: Claudia G City Attorn Silva RADY CHILD'S HOSPITAL — SAN DIEGO By: Donald s, MD MMM President d CEO Date: 11p By: Barba Ryan V.P. of Government Affairs Date: 02 — 9 - % b 11 City of National City and Rady Children's Hospital — San Diego EXHIBIT "A" Scope of Work National City Safe Routes to School Program February 2016 through February 2019 Activity Timeline Deliverable Quantity Evaluation- Pre — Participation Parent Surveys Distribute , Collect and Analyze a "Pre" participation Survey to Parents at all 10 Schools within 8 weeks of the start of the program Document detailing the barriers to walking and biking to school. Document detailing motivations to walking to biking to school Pre Survey at 10 Schools Evaluation- Post- Participation Parent Surveys Distribute , Collect and Analyze a "Post" participation Survey to Parents at all 10 Schools at the end of the program Document detailing the barriers to walking and biking to school. Document detailing motivations to walking to biking to school. Comparison analysis will be made and a document detailing the change will be produced. Post Survey at 10 Schools Evaluation -Focus Groups Will conduct focus groups within 6 weeks of the start of the school year for first year of program. Outcome Document detailing results of focus groups. 10 Focus Groups Evaluation- Neighborhood Walk Audits Walk Audits performed annually at all 10 schools Walk Audit Reports 30 Walk Audits (each school every year) Education- Educational Presentations Provide 10 presentations per year. Topic to be determined by school administration. Please refer to Menu of Services- Educational Presentations Presentation PowerPoint or outline, sign in sheets Analysis of Pre and Post Test using Audio Response unit 30 presentations (one presentation per school per year) Encouragement- Walk to School Day Provide technical assistance to all 10 schools for annual Walk to School Day event Flyers promoting event, pictures, testimonials Outline of Program Plan 30 Walk to School Days ( One event per school, per year) Encouragement- Public Safety Campaigns Support City wide Safety and encouragement activities to include National Night Out , National City Carnival, Press Events. School Based campaigns Pictures, flyers, Media As needed 1 EXHIBIT "A" Scope of Work National City Safe Routes to School Program February 2016 through February 2019 Encouragement- Scnool Based Campaigns Survey School Administration to assess their choice of campaign from the Menu of Services- School Encouragement Campaigns Flyers, materials, walking and biking tallies 1 campaign designed for each of the 10 schools Enforcement- Safety Patrol Recruitment, Training and Oversight Provide annual volunteer recruitment, training and oversight at all 10 schools Presentation PowerPoint, Sign-up sheets. Weekly log of volunteer hours. Submission of Incident Reports 30 Safety Patrol Trainings Engineering- Walk Audit Reports and support in use of infrastructure changes Support all proposed or new infrastructure changes with education and encouragement on safe use of new facilities Flyers, educational presentations, media, special events As needed 2 itc.:51.;21 DATE(MMIDD/YYYY) 12/3/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER{S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. CERTIFICATE OF LIABILITY INSURANCE IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Children's Hospital Insurance Limited Swan Building, 26 Victoria Street P.O. Box HM 2000 Hamilton, Bermuda HM HX INSURED Rady Children's Hospital and Health Center, et al 3020 Children's Way, MC 5052 San Diego, CA 92123-4282 COVERAGES CONTACT NAME: Dolores Krieger PHONE (Arc, No, ExT): (818) 539-1437 E-MAIL ADDRESS: FAX (Arc, No}: (818) 539-1737 INSURER(S) AFFORDING COVERAGE COMPANY A: Children's Hospital Ins. Ltd. COMPANYB: NAIC # COMPANY C: COMPANY D; COMPANY E: COMPANY F: • --"" '�^' �•-'� MGM IblUN NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP 1NSR WVD POLICY NUMBER (MM/DDIYYYY) (MMIDDlYYYY) LIMITS A GENERAL "'" " X X LIABILITY COMMERCIAL GENERAL '"'"" X CLAIMS MADE i MASTER RETRO DATE LIABILITY -tf J OCCUR 10/1/94 CHL1015-16 07/01/15 07/01/16 EACH OCCURRENCE DAMAG£ TO RENTED PREMISES £eccurrence MID EXP {Any one,person), PERSONAL & ADV INJURY $ 1,000,000 $ 1,OOD OOO $ - $ 1,000,000 GENERAL AGGREGATE PRODUCTS-COMP/OPAGG^ - _ _$ 61000,000 GEM_ AOGREGA_TE_LIMITAPPLIESPER; II i POLICY i _ rEC-r.. LOC T $ - $ Y AUTOMOBILE -' "'-' _ ,.. LIABILITY ANY AUTO ALL OWNED �_ SCHEDULED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT Ee accident BODILY INJURY (Per person) BODILY INJURY (Per accident)$^� 1,1 -EEFf`Pl`AWKOE`-'_-_.___- Per acc dent $ $ ~ _•_____..- _ ___.�,..._._. $ $ A __F x r____... UMBRELLA LIAB EXCESS LIAB ___.._..._. _...._.., DED 1 I RETENTION 1 I OCCUR CHL2015-16 07/01 /15 07/01/16 EACH OCCURRENCE .• — AGGREGATE _.-..---_ _- $ 5,000,000 $ 5,go -o �- �"---- $ 5,DOO,000 . .__� .__.__. $ X CLAIMS MADE _..._._..�._ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE T OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under N/A WC STATU- I OTH- TORY LIMITS J J ER -- - -----_._- •__ _El. EACH ACCIDENT, _Et__. DISEASE_ -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT $ _ _ .. ___......_..__.._ $ _ .._. _._. $ ____ $ A HOSPITAL PROFESSIONAL LIABILITY (CLAIMS MADE) MASTER RETRO DATE: (10/1/94) CHL1015-16 07/01/15 07/01/16 GENERAL AGGREGATE(Shared EACH MEDICAL INCIDENT: GL aggregate) $1,500,000 DESCRIPTION REF: OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule tl more space Is requ red) N_ATI_ONAL_CITY'S SAFE ROUTE TO_SCHOOL -(SR_T-S)-RROGRAM. THE CI-TY-OF NATIONAL CITY,IT-S ELECTED -OFFICIALS, AGENTS AND EMPLOYEES ARE ADDITIONAL INSUREDS AS REQUIRED BY CONTRACT (TO EXTENT INSURABLE), OFFICERS, CERTIFICATE HOLDER CANCELLATION CITY OF NATIONAL CITY C/O RISK MANAGER 1243 NATIONAL CITY BLVD, NATIONAL CITY„ CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i7'r L'r , x-� JAMES MCLAREN, ARTEX RISK SOLUTIONS (BERMUDA), LTD AS MANAGERS OF CHILDREN' ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (2010/05) ThivoricitnemetweilikeNe..pty1400614116 toot, Pallor-14w 0./404W14: le'tuatiAW:.,RAtir tb.t.tEN. tEte.E.Ri.:ET AL: Bp.,0.4111.100414.IC/OrTAL.Miliki.W. BLAfftf.ADDiTIONAL I RED BrisbARSEMENT . • , Beaton:3J., .:I$ VNitS411e) of AEALIMAK: OBNBRAL LIABILITY a.0V. Aat PART is .orperlded.'hy atkiirtg,fhe 1000W '6r1.r1)--erSOTA, agOrlitati.4 it00104..OrikiPitCto:: otrtIOI4 tre?Oligated by Writtemoohtleot pi:ovIACInsufahcaeuOtvelOsieffo*.t11>yabikpoliOy., but:or* with respettLtof 1, 10010: orfgit19 out opeatiir conuIed by you .pr orIsm rbeaff.:er fttcii*1431).11010.43.k:400-:4140.ig ,kktprily to the e4eri.t•AllattOYER4,90,':0:,teci4irOci$y4kg voilfermeRtract .Coverage :afforded aq.adiifitmel .10o.wed pursuant to this .0p40,aetrept,..01,ati tp PO,revent,be :bipeplar :than coverage afrorcia0ony other Insured • Alkither tertrisotoncIftions..arxtexClusionstofthep6110y,Izemain uncharged: §Igned:By-: #404k.'Iv ..e.optittte: ms.t AP.tge%) tr. :1:7N0 Nx,x orgx.. 424,%-K. t-Ta MAtoigif-,105:. AkC(JRL3° RADYCHI-04 DXKRIEGER DATE (MMIDD/YYYY) 12/3/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. CERTIFICATE OF LIABILITY INSURANCE IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0726293 Arthur J. Gallagher & Co. Insurance Brokers of CA., Inc. 505 N. Brand Boulevard, Suite 600 Glendale, CA 91203 INSURED Rady Children's Hospital & Health Center etal & Health Center . 3020 Children's Way MC5052 San Diego, CA 92123-4282 COVERAGES CO NTACT Dolores Krleiljer PHONE (A/C NA, Eat): (818) 539-2300 E-MAIL ADDRESS: FAX No): (818) 539-2301 INSURER(S) AFFORDING COVERAGE INSURER A: Travelers Property Casualty Co of America 25674 INSURERS NAIC # INSURER C : INSURER D INSURER E INSURER F : -- - --..- rcMVISIUIV NUIYICbK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I NSR ADDL sun POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIODIYYYY) (MMIDD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP {Any one person) $ PERSONAL & ADV INJURY $ GENL AGGREGATE UMIT APPLIES PER: GENERAL AGGREGATE $ PRO - POLICY j _ �.� JECT J 1 LOC PRODUCTS - COMP/OP AGG S OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT .jga accident) $ 1,000,000 A X ANY AUTO X 810-4G36821ATIL-15 11/01/2015 11/01/2016 BODILY INJURY (Per person) $ - ALL OWNED SCHEDULED _ AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED PROPERTY DAMAGE AUTOS (Per accident) $ UMBRELLA LIAB — OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DEC RETENTION $ WORKERS COMPENSATION $ AND EMPLOYERS' LIABILITY X j PER ERH A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN TC2JUB4255B99215 11/01/2015 11/01/2016 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I N I A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS (VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: National City's Safe Routes to School (SRTS) Program. The City of National City, Its elected officials, officers, agents, and employees are added as additional insureds on the auto policy per form #CAT353. A waiver of subrogation in favor of the city is Included per form#WC990376. CPPrtElrnrc unl nap ANCELLATION City of National City cio Risk Manager 1243 National City Blvd. National City„ CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved, ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS - F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership. interest and--that-is-not- separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED' The following is added to Paragraph c. in A.1., Who is An Insured, of 'SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who Is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which CA T3 53 02 15 H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured' under the Who is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is.An Insured,. of SECTION.II. —.COV _. ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's' name, with your permission, while performing. duties related to the 'conduct of your busi- ness:_ . -- 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical 'Damage Cover- age, the following are deemed to be cov- ered "autos' you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 includes copyrighted material of Insurance Services Office, Inc. with Its permission. COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An insured, of SECTION i1-- COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION ll — COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. - F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE - INDEMNITY SAW ••. • • • _ _ The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, ern- argot or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that ypu lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow • from any of your "employees", partners (if you are a partnership), members (if you are• a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (1) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of ail proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION 1I — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against . any such "suit", but only up to and included within - the • limit- described - in • Para ---_• -••-- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE,- and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions; Puerto Rico and Canada. Page 2 of 4 ® 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted materiel of insurance Services Office, Inc. with its permission. CAT3530215 You agree to maintain ail required or compulsory insurance in any.such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) it is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. • H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE - INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". 1. .PHYSICAL DAMAGE — TRANSPORTATION EXPENSES -- INCREASED LIMIT The folibwing replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- ' AGE: We will pay up to $50 per day to a maximum of $1,;500 for temporary transportation expense In- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS • • The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags In a covered "auto" you own. that in- flate due to a cause other than a cause of. "loss" set forth in Paragraphs A.1.b. and A.1.c,, but only: a. If that "auto". is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss'. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization);, or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION • The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- ' TIONS: 5. • Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by CA T3 53 02 15 02015 The Travelers Indemnity Company. Ail rights reserved. Page 3 of 4 Includes copyrighted material of insurance Services Office, Inc. with Its permission. COMMERCIAL AUTO such contract. The waiver applies only to the . person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS; The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 ®2015 The Travelers indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. ok TRAVELERSAem • o$E VtiER srwAito •HARTFORD), 0085 WORKERS.:COMPENSATION AND: Etyl PLO.Y4116:-LIABJUTYP-OLIGY ENDOIt$PON 09:031`0 ( A) - .Opet POLIpy.;NUMBER: CFC24013!-4M-$0:0:-.2.-15) WAIVER,: OF OURRIGHT TO,RECOVERTROM OTHERS ENDORSEMENT OAPFORN1A. aLANKT WAIVER) We have the right to recover but payThentsfrOM-;0y0*1.400 kr: an irtiety covered by this will hot enforce : our right- against the person or orgarilzatiOrt named. jp: the Schedule The adcihlonel premium for this enporserrierit shall he 00. % of the Chforna wokersdOmpensainn prernun Person or Organization job..Dascription ANY PERSON OR ORGANIZATION FOR WHICH TH INSURED HAS AGREED BY•WRITTEN CONTRACT OXECUTn PRI.OR TO LOSS TO FURNISH TMS WAIvER. This ertdorsement changes_the pelloy to y!.ftfiOh 1t,1 atfaheclithci is effective -oh -the date tesotO unless othetWiSe. iThe information OsiOw is. required: .only when;:thre...engareernentje: iaeoo 0400.4004o ofeparatipri Of. the poticy4 Ericiorsement.:Effective PoliayNQ: .r.KitmseprarA No, 1.nsured. Premlum tnsuratite.Cernpeny _CeunterSigrieriby OATE- 0 1 svez. ASSIGN; Pe .1 RESOLUTION NO. 2016 — 16 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH RADY CHILDREN'S HOSPITAL-SAN DIEGO FOR A THREE-YEAR TERM AND A NOT -TO -EXCEED AMOUNT OF $300,000 TO PROVIDE ON -CALL SUPPORT SERVICES FOR NATIONAL CITY'S SAFE ROUTES TO SCHOOL PROGRAM WHEREAS, on August 11, 2015, the Department of Engineering and Public Works publicly advertised a Request for Qualifications ("RFQ") for specialized support services for National City's Safe Routes to School ("SRTS") Program; and WHEREAS, based on review of the three Statements of Qualifications ("SOQ") that were received by the September 3, 2015 deadline, and subsequent interviews, staff has determined that Rady Children's Hospital — San Diego is most qualified by experience and ability to assist staff with implementation of National City's SRTS Program; and WHEREAS, this Agreement, will build upon previous Safe Routes to School Program efforts to enhance safety along walking routes between schools and feeder neighborhoods, educate students and parents about health and traffic safety, expand the volunteer "Parent Patrol" program, and encourage more students to walk to school; and WHEREAS, Rady Children's Hospital — San Diego has successfully provided specialized services to assist National City staff with SRTS Program implementation for the past three years under a Federal SRTS grant; and WHEREAS, the Agreement is for a not -to -exceed amount of $300,000 with a term of three -years, which is needed to allow for refinement and sustainability of site -specific SRTS education, encouragement, and evaluation programs for all ten elementary schools and the surrounding neighborhoods. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Rady Children's Hospital -San Diego for a three-year term and a not to exceed amount of $300,000 to provide on -call support services for National City's Safe Routes to School Program. PASSED and ADOPTED this 16th day of Februa-016. ATTEST: Ron Morrison, Mayor APPROVED AS TO FORM: Mich el R. Dalla, City Ierk ' I-udia GaCi u : Silva City Attorne Passed and adopted by the Council of the City of National City, California, on February 16, 2016 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios. Nays: None. Absent: Councilmember Sotelo-Solis. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California 1 City C erk of the City of ity, California ational C By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2016-16 of the City of National City, California, passed and adopted by the Council of said City on February 16, 2016. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT CQO-3p MEETING DATE: February 16, 2016 AGENDA ITEM NO. 4 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with Rady Children's Hospital -San Diego for a three-year term and a not -to -exceed amount of $300,000 to provide on -call support services for National City's Safe Routes to School Program. PREPARED BY: Stephen Manganiello PHONE: 336-4382 EXPLANATION: 1See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: /` Finance ACCOUNT NO. APPROVED: MIS Funds are appropriated in various CIP accounts for FY 2016. Staff anticipates seeking dedicated funding for this Agreement for FY 2017 through the FY 2017 annual budget process. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the Resolution executing an Agreement with Rady Children's Hospital -San Diego for a not -to -exceed amount of $300,000 to provide on -call support services for National City's Safe Routes to School Program. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution g,k.c;u�vc\oN No. lao\C - �6 Explanation On August 11, 2015, the Department of Engineering & Public Works publicly advertised a Request for Qualifications (RFQ) for specialized support services for National City's Safe Routes to School (SRTS) Program. Three Statements of Qualifications (SOQ) were received by the September 3, 2015 deadline. Based on review of the SOQs and subsequent interviews, staff has determined that Rady Children's Hospital — San Diego is most qualified by experience and ability to assist staff with implementation of National City's SRTS Program. This agreement will build upon previous Safe Routes to School efforts to enhance safety along walking routes between schools and feeder neighborhoods, educate students and parents about health and traffic safety, expand the volunteer "Parent Patrol" program, and encourage more students to walk to school. Rady Children's Hospital — San Diego has successfully provided specialized services to assist National City staff with SRTS Program implementation for the past three years under a Federal SRTS grant. Since the grant -funded program is set to expire, staff recommends executing a new agreement with Rady Children's Hospital — San Diego. The agreement would be for a three-year term and a not -to -exceed amount of $300,000. The three year term is needed to allow for refinement and sustainability of site -specific SRTS education, encouragement and evaluation programs for all ten elementary schools and the surrounding neighborhoods. The agreement will be funded through various CIF accounts, on an as -needed basis. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND RADY CHILDREN'S HOSPITAL — SAN DIEGO THIS AGREEMENT is entered into this 16th day of February 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and RADY CHILDREN'S HOSPITAL—SAN DIEGO, a California Non -Profit Public Benefit Corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to assist staff with implementation of National City's Safe Routes to School (SRTS) Program. WHEREAS, on August 11, 2015, the CITY Department of Engineering & Public Works publicly advertised a Request for Qualifications (RFQ) for specialized support services for National City's SRTS Program. WHEREAS, the CONSULTANT submitted a Statement of Qualifications (SOQ) for National City's SRTS Program by the September 3, 2015 deadline. WHEREAS, based on review of the CONSULTANT'S SOQ and subsequent interview, the CITY has determined that the CONSULTANT is a not -for -profit organization as defined under Section 501(c)(3) of the Internal Revenue Code, and through its Center for Healthier Communities, is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth herein accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. ThisAgreement will become effective on February 16, 2016. The duration of this Agreement is for the period of February 16, 2016 through February 15, 2019 ("Initial Term"). With mutual agreement of the parties, this Agreement may be extended for an additional three-year period, through February 15, 2022 ("Extended Term"; collectively the Initial Term and Extended Term are referred to as the "Term"). 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to, health and safety education; incentive - based walk/bike to school activities; presentations and workshops at parent -teacher meetings -1- and public events; coordination with National City Police Department for recruitment and training of volunteer safety patrols; focus groups, user surveys, evaluation and reporting to determine SRTS Program effectiveness; and public safety campaigns. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works / City Engineer hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Cheri Fidler, Director of the Center for Healthier Communities thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $300,000 (the Base amount) during the Initial Term without prior written authorization from the Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the Term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions whieh may arise as to the -quality or --acceptability of the services.. performed_ and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 2 City of National City and Rady Children's Hospital — San Diego -2- 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement ("Work Product"), except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Notwithstanding the foregoing, CONSULTANT retains all right, title and interest (including copyright) in intellectual property developed by CONSULTANT prior to this Agreement or outside the scope of this Agreement. CITY may use the copyrighted materials under a royalty -free license during the Term of this Agreement. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT' S written Work Product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY' S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to--the-CITY for- entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 3 City of National City and Rady Children's Hospital — San Diego -3- 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY a wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, inthe performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the Term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, ma-teriaa processes o]-treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shallnot discriminate against any employee or applicant for employment because of age, race, color, 4 City of National City and Rady Children's Hospital — San Diego -4- ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY except as needed to its own auditors, accountants and consultants for its internal operations or as required by law. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyonewhomsoever-, resulting -from -or -arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the Tenn of this Agreement. 5 City of National City and Rady Children's Hospital — San Diego -5- 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the Term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the Term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and fmancial size category rating of not less than A 6 City of National City and Rady Children's Hospital — San Diego -6- VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policiesin full force and effect at all times during the Term of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $50,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, 7 City of National City and Rady Children's Hospital — San Diego -7- whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY bythe CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization or change in business status of the CONSULTANT that materially effects CONSULTANT's fmancial strength. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day of the first attempted delivery following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent and confirmation of transmission is received. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works / City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Cheri Fidler Director Rady Children's Hospital -San Diego Center for Healthier Communities 3020 Children's Way, MC 5073 San Diego, CA 92123 With copy to: Rady Children's Hospital -San Diego 3020 Children's Way, MC 5052 San Diego, CA 92123 8 City of National City and Rady Children's Hospital — San Diego -8- Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the Tenn of this Agreement, the CONSULTANT shall not perform services of ally kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this _Agreement is or ends on a Saturday, _Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this 9 City of National City and Rady Children's Hospital — San Diego -9- Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. < signatures on next page > 10 City of National City and Rady Children's Hospital — San Diego -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY RADY CHILD' 'S HOSPITAL — SAN DIEGO By: By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney Date: By: Donald K-T' MD MMM President and 0 Barbara Ryan V.P. of Government Affairs Date: 11 -11- City of National City and Rady Children's Hospital — San Diego EXHIBIT "A" Scope of Work National City Safe Routes to School Program February 2016 through February 2019 Activity Timeline Deliverable Quantity Evaluation- Pre — Participation Parent Surveys Distribute , Collect and Analyze a "Pre" participation Survey to Parents at all 10 Schools within 8 weeks of the start of the program Document detailing the barriers to walking and biking to school. Document detailing motivations to walking to biking to school Pre Survey at 10 Schools Evaluation- Post- Participation Parent Surveys Distribute, Collect and Analyze a "Post" participation Survey to Parents at all 10 Schools at the end of the program Document detailing the barriers to walking and biking to school. Document detailing motivations to walking to biking to school. Comparison analysis will be made and a document detailing the change will be produced. Post Survey at 10 Schools Evaluation -Focus Groups Will conduct focus groups within 6 weeks of the start of the school year for first year of program. Outcome Document detailing results of focus groups. 10 Focus Groups Evaluation- Neighborhood Walk Audits Walk Audits performed annually at all 10 schools Walk Audit Reports 30 Walk Audits (each school every year) Education- Educational Presentations Provide 10 presentations per year. Topic to be determined by school administration. Please refer to Menu of Services- Educational Presentations Presentation PowerPoint or outline, sign in sheets Analysis of Pre and Post Test using Audio Response unit 30 presentations (one presentation per school per year) Encouragement- Walk to School Day Provide technical assistance to all 10 schools for annual Walk to_S.chooL Day event Flyers promoting event, pictures, testimonials Outline of Program Plan 30 Walk to School Days ( One event per school, per year) Encouragement- Public Safety Campaigns Support City wide Safety and encouragement activities to include National Night Out, National City Carnival, Press Events. School Based campaigns Pictures, flyers, Media As needed 1 -12- EXHIBIT "A" Scope of Work National City Safe Routes to School Program February 2016 through February 2019 Encouragement- School Based Campaigns Survey School Administration to assess their choice of campaign from the Menu of Services- School Encouragement Campaigns Flyers, materials, walking and biking tallies 1 campaign designed for each of the 10 schools Enforcement- Safety Patrol Recruitment, Training and Oversight Provide annual volunteer recruitment, training and oversight at all 10 schools Presentation PowerPoint, Sign-up sheets. Weekly log of volunteer hours. Submission of Incident Reports 30 Safety Patrol Trainings Engineering- Walk Audit Reports and support in use of infrastructure changes Support all proposed or new infrastructure changes with education and encouragement on safe use of new facilities Flyers, educational presentations, media, special events As needed 2 -13- CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/3/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT 13ETWEEN THE ISSUING INSURER(S), AUTHORIZ" REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Children's Hospital Insurance Limited Swan Building, 26 Victoria Street P.O. Box HM 2000 Hamilton, Bermuda HM HX INSURED Rady Children's Hospital and Health Center, et al 3020 Children's Way, MC 5052 San Diego, CA 92123-4282 COVERAGES CONTACT NAME: Dolores Krieger PHONE (A/C, NO, EXT): (818) 539-1437 E-MAIL ADDRESS: FAX (A/C, No): (818) 539-1737 INSURER(S) AFFORDING COVERAGE COMPANY A: Children's Hospital Ins. Ltd. COMPANY B: NAIC # COMPANY C: COMPANY D: COMPANY E: CERTIFICATE NUMBER; COMPANY F: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TV 5 OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) LIMITS A GENERAL "1 X - X LIABILITY COMMERCIAL GENERALLIABILITY X] CLAIMS MADE (_l OCCUR MASTER RETRO DATE 10/1/94 CHL1015-16 07/01/15 07/01/16 EACH OCCURRENCE -0AMAGE R5 2NTED ._......."- PREMISES (Ea occurrence" $ 1 000 000 — --y-_ .!.------ $ 1,000,000 $ 1 000,000 MED EXP LAny one e ) PERSONAL & ADV INJURY GENERAL AGGREGATE $ 6,000,000 _GENE AGGREGATE _1_._ __--_ !POLICY LIMIT .—PM- APPLIES JECT PER: _ _._, _ LOC PRODUCTS - COMP/OP AGG $ - AUTOMOBILE AUTOMOBILE --TT fi ,AI _ _•., __ LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED COMBINED SINGLE LIMIT (Ea accident) , BODILY INJURY (Per person) -_ --••- BODILY INJURY (Per accident) "PROPERTY $ -•-_ Y_..._ $ DMGE (Per amcidein $ $ A .__ X II UMBRELLALIAB EEXCESS LIAB _ DID-�-RETENTION _X $ OCCUR CLAIMS MADE .��_..^ CHL2015-16 07/01/15 07/01/16 EACI-IOCCURRENCE AGGREGATE $ 5,000,000 $ 5,000000�- $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE I IE.L. OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under N/A ,TRY 1TORY LIMITS OTH- ER $ EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE - E.L. DISEASE - POLICY LIMIT - - -_ $ A HOSPITAL PROFESSIONAL LIABILITY (CLAIMS MADE) MASTER RETRO DATE: (10/1/94) CHL1015-16 07/01/15 07/01/16 GENERAL AGGREGATE(Shared GL aggregate) EACH MEDICAL INCIDENT: $1,500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedde if more space Is requ red) REF: NATIONAL CLTYS_SAFE RO.UTE_TO-S.CH-OOL (SRTS)-RRQG tAM. THE CITY- OF -NATIONAL GIT-Y,ITS-ELECTEDOFFICIAL OFFICERS, AGENTS AND EMPLOYEES ARE ADDITIONAL INSUREDS AS REQUIRED BY CONTRACT (TO EXTENT INSURABLE). CERTIFICATE HOLDER CANCELLATION CITY OF NATIONAL CITY C/O RISK MANAGER 1243 NATIONAL CITY BLVD. NATIONAL CITY„ CA 91950-4301, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE yi11,0.C.G-_ • JAMEE MCLAREN, ARTEX RISK SOLUTIONS IBERMUDA), LTD AS MANAGERS OF CHILDREN' ACORD 25 (2010/05) ®1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD -14- ElOORsEMENT412 Thicericibreemeht.etkoisto44044444:16roiti portof iM.1414040.: istufgflw:.00i)t-tj4tibitEt4. lidaNTAL:416.11EAUTH tElealli.:ET AL.. yG:ENHcIONALVtiikikk INuTerx BLANnuaDITioNAL iNsuilto ainOwiSEMENT • • - • 4.. • - • • • I • ' • • . . , • WAt.R.E1)., .0411.0 HEA1,11100e 0,NtrIAL, LIADILITY aov PART. ts Art101000*.eddithlOtieto110.1ftti r1Y-PARMA, trAlOtek.orgetat* tnyou atetibtlgaied .:by writtw000traot Wa•PAVVOVAIStirar.MilknAt3.44-00r.00401b1141.014Y., tAJt only %NMI resgeYttittlf 1, 110,0111ty:ArbormAptot opetetiOaiqohlocAtecl...4.400.0t.p.plourbehttit,or. „.. 9.rh-to theextell.mat.J.egwa.go:-:regrArpti.i.bytg. vittemomract .overage plod V 0)11i •prici*serripnt,..,p-hall I no event be trpapie.r then coverage affordock.any other Instfred 400.14.ti.thiOporipy..i • Mother to rrne,,conditions..:and -exo.Ittsioneoftile. p.011oy:Ternairt .unchahged, 'Signa�ay: ,omitaa • -04) 0;4. 44...stoor Pgo.k NT; • '!V4, -0.1.4-110ist.(66411$14.04)z-L-Ta, TY)13144.32% ac,P ke). -15- ACC RLY CERTIFICATE OF LIABILITY INSURANCE RADYCHI-04 DXKRIEGER DATE (MMIDD/YYYY) 1213/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s), PRODUCER License # 0726293 Arthur J. Gallagher & Co. Insurance Brokers of CA., Inc. 505 N. Brand Boulevard, Suite 600 Glendale, CA 91203 CONTACT NAME: Dolores Krieger PHONE 818 539-2300 FAX tac NQ Ext):{ ) �(Alc,No): (818) 539-2301 E-MAIL ADDRESS: 1NSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Travelers Property Casualty Co of America 25674 INSURED - Rady Children's Hospital & Health Centeretal & Health Center . 3020 Children's Way MC5052 San Diego, CA 92123-4282 INSURER a : INSURERC: INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NO1WTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS 1NSR LTR TYPE OF INSURANCE ADDLSIAM 1 p wvD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MM!DO!YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) S PERSONAL & ADV INJURY $ _GENII. i-- AGGREGATE LIMIT APPLIES PER: PRO POLICY C_ MT- f 1 LOC OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ A AUTOMOBILE --ir X LIABILITY ANY AUTO X CHEDULED SAUTOS NON -OWNED AUTOS X 810-4G36821ATIL-15 11/01/2015 11/01/2016 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,0 BOOILYINJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y! N OFFICER/MEMBER EXCLUDED? I (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N 1 A TC2JUB4255B99215 11/01/2015 11/01/2016 X 1 STATUTE OTh TUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS (VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: National City's Safe Routes to School (SRTS Program. The City of National City, its elected officials, officers, agents, and employees are added as additional insureds on the auto policy per form #CAT353. A waiver of subrogation in favor of the city is Included per form#WC990376. CANCELLATION City of National City c/o Risk Manager 1243 National City Blvd. National City„ CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD -16- COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain - 50% or more --ownership• interest and -that --is- not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED' The following is added to Paragraph c. in A.1., Who Is An Insured, of 'SECTION 11 — COVERED AUTOS LIABILITY GOVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which CA T3 53 02 15 H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is.An Insured,. of SECTION.II.—.COV- . ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing. duties related to the' conduct of your busi- ness 2. The following replaces Paragraph b. in B,5:, Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical 'Damage Cover- age, the following are deemed to be cov- ered "autos' you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee' under a contract in an "employee's" name, with your © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. -17- COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a " covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An insured, of SECTION iI - COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II - COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II - COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COV- BABIS ., , .. __ _ The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or sailer -regulation imposed by the United States of America applies to and pro- . hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an 'auto" you lease, hire, rent or borrow • from any of your "employees", partners (If you are a partnership), members (if you are, a limited liability company) or members of their households. .' (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (I) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of ail proceedings and ac- tions. (if) Neither you nor any other involved "insured" will make any settlement without our consent. (Ili) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". • (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "In- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against . any such "suit", but only up to and included within • -the •limit- described in Para • - - -• — graph --- graph C., Limits Of insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE,. and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages settlements or defense expenses. (b) This Insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired ,or compulsory insurance in any country outside the United States, its ter- ritories and possessions; Puerto Rico and Canada. Page 2 of 4 0)2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of insurance Services Office, Inc. with its permission. CA T3 53 0215 You agree •to maintain ail required or compulsory insurance in any, such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements, (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We ,assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. • H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss 'of use is $65 per day, to a maximum of -- $750 for any one "accident". L. 1. - ,PHYSICAL _ DAMAGE__= _TRANSPORTATION EXPENSES — INCREASED LIMIT The follbwing replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION iiI — PHYSICAL DAMAGE COVER- ' AGE: We will pay up to $50 per day to a maximum of M. $1,500 for temporary transpofation expense In- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and CA T3 53 02 15 COMMERCIAL AUTO (2) in or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS • The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own. that in- flate due to a cause other than a cause of. "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto". is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss"' is known to: (a) You (if you are an individual); (b) A partner (if yota are a partnership); (c) A member (if you •are a limited liability com- (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization);. or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". BLANKET WAIVER OF SUBROGATION • The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION iV — BUSINESS AUTO CONDI- TiONS: 5. • Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by © 2015 The Travelers indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. -19- COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION 1V — BUSINESS AUTO CONDITIONS; The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 ©2015 The Travelers indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of insurance Services Office, Inc. with its permission. -20- DOE. TWO. sovAllS: P: grAPLOYERS;LIASILITY:.POLIOY mAktroac); WV ENDORSEMENT WO"99: 03141 A) - 0.01 _PoLicypurve5g: (pc.20u13.,42.55$90-21:5) . Aosk TRAVELER5 T WORKERS.:COIVIPENSATION AND - WAIVER. OF OUR:RIGHT TO-.RECOVERTROM OTHERS ENDORSEMENT CALIFORNIA (:ii.ANKET: WAIVER). We havethe right to. recover .oyr 0.4wrient“rpstrytioy.000 iiabie ter an 'Injury covered by this polity. We w01 not enfOrce our right against the person ar Organization perned;:ip. the pnesiglei. The additienal premium for this endorsement shalt. be 00.„ (?4, ot the CaIiforna workersCompensation pre- miurn. Schedule Person or Organization j0.11,0escription ANY PERSON OR PRGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO Lps$ TO. FURNISH TiltS WAI VER. This endorsement ohangee.the policy to whiCh its attaChed and is effectlye-on:the date tsSued unless.otherVitSe stated. i.-The Information below is regtdred.pnly wherOhtelarktcreernent :lc issued st.lbee4tterit:to preparation ot the policy.) Endorsement:Effective Insured Policy No.: 00orsprnprItNo., Premurn filsuraiice C4ftripany _COunterigneti by CIATE OF ISSIJI t 2-06-14: ST ASSIGN: P • a :1 of 1 RESOLUTION NO. 2016 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH RADY CHILDREN'S HOSPITAL-SAN DIEGO FOR A THREE-YEAR TERM AND A NOT -TO -EXCEED AMOUNT OF $300,000 TO PROVIDE ON -CALL SUPPORT SERVICES FOR NATIONAL CITY'S SAFE ROUTES TO SCHOOL PROGRAM WHEREAS, on August 11, 2015, the Department of Engineering and Public Works publicly advertised a Request for Qualifications ("RFQ") for specialized support services for National City's Safe Routes to School ("SRTS") Program; and WHEREAS, based on review of the three Statements of Qualifications ("SOQ") that were received by the September 3, 2015 deadline, and subsequent interviews, staff has determined that Rady Children's Hospital — San Diego is most qualified by experience and ability to assist staff with implementation of National City's SRTS Program; and WHEREAS, this Agreement, will build upon previous Safe Routes to School Program efforts to enhance safety along walking routes between schools and feeder neighborhoods, educate students and parents about health and traffic safety, expand the volunteer "Parent Patrol" program, and encourage more students to walk to school; and WHEREAS, Rady Children's Hospital — San Diego has successfully provided specialized services to assist National City staff with SRTS Program implementation for the past three years under a Federal SRTS grant; and WHEREAS, the Agreement is for a not -to -exceed amount of $300,000 with a term of three -years, which is needed to allow for refinement and sustainability of site -specific SRTS education, encouragement, and evaluation programs for all ten elementary schools and the surrounding neighborhoods. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Rady Children's Hospital -San Diego for a three-year term and a not to exceed amount of $300,000 to provide on -call support services for National City's Safe Routes to School Program. PASSED and ADOPTED this 16th day of February, 2016. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk February 23, 2016 Ms. Cheri Fidler Rady Children's Hospital — San Diego Center for Healthier Communities 3020 Children's Way, MC 5073 San Diego, CA 92123 Dear Ms. Fidler, On February 16th, 2016, Resolution No. 2016-16 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Rady Children's Hospital — San Diego. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering/Public Works Dept.