HomeMy WebLinkAbout2021 CON Walksandiego, D.B.A Circul;ate San Diego - Senior Saturday eventsSHORT FORM SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
WALKSANDIEGO, D.B.A. CIRCULATE SAN DIEGO
THIS AGREEMENT is entered into this :1' day of June, 2021, by and between the CITY
OF NATIONAL CITY, a municipal corporation. (the "CITY"), and WALKSANDIEGO, D.B.A
CIRCULATE SAN DIEGO, a 501(c)3 non-profit organization (the "CONSULTANT").
NOW, THEREFORE, CITY agrees to engage CONSULTANT to perform the services set
forth herein inaccordance with the following terms and conditions:
1. Description of Services. CONSULTANT shall provide event planning, marketing
and management for eight (8) Senior Saturday events, located at Kimball Park, as outlined in
attached proposal, Exhibit "A".
2. Length of Agreement. The duration of this Agreement is from June .1, 2021
through July 31, 2022,
3. Compensation. The total compensation to CONSULTANT for providing the
services set forth herein shall not exceed $15,000. The compensation for. CONSULTANT'S work
shall be based upon andnot exceed the rates given in Exhibit "A" without prior written
authorization from CITY.
4. Payment Schedule. CITY will make payment within thirty (30) days of receiving
and approving a billing statement for the satisfactorily completed services of CONSULTANT.
Termination. - This Agreement may be terminated with or without cause by the
CITY. Termination without cause shall be effective only upon 60-days' 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,
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,
change in business name or change in business status of the CONSULTANT.
5. Independent CONSULTANT. It is agreed that CONSULTANT is an
independent. CONSULTANT, and all persons working for or under the direction of
CONSULTANT are CONSULTANT'S agents, servants and employees, and said persons shall not
be deemed agents, servants, or employees of CITY.
6. Insurannce. CONSULTANT shall obtain:
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 non -owned and hired
vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as
additional insureds, and a separate additional insured endorsement shall be provided.
C. Commercial General Liability Insurance, with minimum limits of
$.1,000,000 per occurrence and S2,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations, work, or performance under this Agreement. The policy shall
name the CITY and its officers, agents, employees, and volunteers as additional. insureds,: and a.
separate additional insured endorsement shall be provided. The general aggregate limit must apply
solely to this "project" or "location". The "project" or "location" should be noted with specificity
on an endorsement that shall be incorporated into the policy,.
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's Risk Manager, at the address listed in subsection G below, of cancellation. or material
change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as
additional insureds, and separate additional insured endorsements shall be provided,
G. The Certificate Holder for all policies of insurance required by this Section
shall be:
City of National City
c/o Risk Manager
1243 National City Boulevard
Standard Short Form Agreement Page 2 of 7 City ofNational City and
Revised January 2021 WaikSanfiego, d.b,a, Circulate San Diego
National City, CA 91950-43.97
H. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintainsuch 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.
1. Insurance shall be written with only insurers authorized to conduct business
in California which hold a current policy holder's alphabetic and financial size category rating of
not less than A:VII according to the current Best's Key Rating Guide, or a company of 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 List of
Approved Surplus Line Insurers {"LASLP'} and otherwise meet rating requirements.
J. 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 insurance policies required by this
Section 7 in full force and effect.atall times during the term of this Agreement, the CITY may
treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY. CITY reserves the right to modify the insurance
requirements of this Section 7, including limits, based on the nature of the risk, prior experience,
insurer, coverage, .or other special circumstances.
L. If the CONSULTANT maintains broader coverage or higher limits (or both)
than the mimrnum.limits shown above, the CITY shall be entitled to the broader coverage or higher
limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the CITY.
8. Indemnification and Hold Harmless. To the maximum extent provided by law,
the CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its
officers, officials, agents, employees, and volunteers against and from any and all liability, loss,
damages to property, injuries to, or death of any person or persons, and all claims, demands, suits,
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 employees;
or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT
shall employ competent counsel, reasonably acceptable to the City Attorney.
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.
9. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
9.1 PERS Eligibility .Indemnification. If CONSULTANT's employee(s) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
California Public Employees, Retirement System ("PERS") to be eligible for enrollment in PERS
Standard Short Form Agreement
Revised January 2021
Page 3 of 7 City of National City and
walkSanDiego, d.b.a. Circulate San Diego
of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONSULTANT'S employees providing service under this Agreement shall not: (1)
qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS;
(3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY
for PERS benefits; or (5) be entitled to any other PERS-related benefit thatwould accrue to a CITY
employee. CONSULTANT's employees hereby waive any claims to benefits or compensation
described in this Section 9. This Section 9 applies to CONSULTANT notwithstanding any other
agency, state or federal policy, rule, regulation, law or ordinance to the contrary.
9.2 Limitation of CITY Liability. The payment made to CONSULTANT under this
Agreement shall be the full and complete compensation to which CONSULTANT and
CONSULTANT's officers, employees, agents,and subcontractors are entitled .for performance of
any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringe benefits applicable to CITY employees. The CITY will not make .any federal
or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONSULTANT.
9.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
including any contribution to PERS, social security, salary or wages, overtime payment, or
workers' compensation payment which the CITY may be required to make on behalf of (1)
CONSULTANT, (2) any employee of CONSULTANT, or (3) any employee of CONSULTANT
construed to be an employee of the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
10. Acceptability of Work. The CITY shall, with reasonable diligence, determine the
quality or acceptability of the work, the manner of performance, and/or thecompensation payable
to the CONSULTANT.
11. Business License. CONSULTANT must possess or shall obtain business license
from National City Finance Department before beginning work.
12. 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.
13. Administrative 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.
Standard ShortFormAgreement- Page 4 of 7 City of National City and
Revised January 202I WalkSanDiego, d.b.a. Circulate San. Diego
B. Counterparts. This Agreement may be executed in multiple counterparts,
eachof 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
Agreement or any provision hereof.
D. No Obligations to Thfrd 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 heretoare
hereby incorporated herein by this reference for all purposes, To the extent any exhibits, schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions containedin this
Agreement, the terms and conditions of this Agreement will control.
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. Assignment & Assumption of Rights. CONSULTANT shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CITY.
H. 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,
I. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the • State of California. The venue for any legal action arising under
this Agreement shall be in either state or federal court in. the County of San. Diego, State of
California. The CONSULTANT shall comply with all laws, including federal, state, and local
laws, whether now in force or subsequently enacted.
J. 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.
K. 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.
L. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
M. Subcontractors or Subconsultants. The CITY is engaging the services of the
CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY. In the event any portion of the work under this Agreement is subcontracted, the
subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of
the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless
provision of Section 8 of this Agreement.
N. 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
Standard Short Form Agreement Page S of 7 City of National City and
Revised January 2021 WalkSanDiego, d.b.a. Circulate San Diego
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)
any rule or construction to theeffect, that ambiguities are to be resolved against the drafting party
shall not apply in the interpretation of this Agreement, or anyportions hereof, or any amendments
hereto.
{Signature page to follow
Standard Schott Forni:Agreement Page 6 of 7 City of National. City and
Revised January 2021 WalkSanDiego, d.b.a. Circulate San Diego
IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONSULTANT
on the date and year first above written.
CITY OF NATIONAL CITY
By:
Bra • ` . . City Manager
APPROVED AS TO FORM:
By:
Jetiteiferiellitffan CANA(t r R411,�r.
-Depaty City Attorney
CONTACT INFORMATION
CITY OF NATIONAL CITY
1243 National City Boulevard
National City, CA 91950-4397
Phone: (619) 336-4243
Contact: Audrey Denham
Title: Recreation Superintendent
Dep.: Community Services
Email: adenha:m@nationalcityca.gov
WALKSANDIEGO, D.B.A CIRCULATE
SAN DIEGO
(Corporation—signo + two co • ate officers required)
(Partnership or prvp. to p — e signature)
By:
(Name)
(Print)
130C at -el *T.
(Title)
Y•
(Name)de }
t rf . grerTi-
(Print)
ect,-e_Dirre
(Title)
WALKSANDIEGO, D.B.A CIRCULATE
SAN DIEGO
233 A Street, Suite 206
San Diego, CA 92101
Phone: 619-567-6856.
Fax: (619)531-9255
Contact: Colin. Parent
Title: Executive Director and General Counsel
Email: cparent@circuIatesd.org
Taxpayer I.D. No.: EIN - 46-0505205
Standard Shan Form Agreement Page 7 of 7 City of National City and
Revised January 202.1 WaikSanDiego, d.b.a. Circulate San Diego
0,9
4,1) IRULATE
._.;0 SAN DIEGO
To: Maria Elena Wright, City of National City
From: Danielle Berger, Circulate San Diego
Date: March 11, 2021
Circulate San Diego
233 A Street, Suite 206
San Diego, CA 92101
Tel: (619) 544-9255
Fax: (619) 531-9255
www.circulatesd.org
Subject: Age -Friendly National City Pilot Program — Circulate San Diego Scope of Work
Maria,
On behalf of Circulate San Diego, whose mission is to create excellent mobility choices and vibrant,
healthy neighborhoods, I'm pleased to submit this proposal for events and programming support in
National City's Age -Friendly Community Action Plan.
Circulate San Diego's scope of work will feature senior -focused programming, marketing, and event
planning. The proposed fee for this project is $15,000 and is inclusive of labor and material. The --
completion date of the grant is July 31, 2022.
Circulate San Diego will submit monthly time and materials invoices to National City for payment within
30 days.
The proposed scope includes:
Event managing, marketing, and planning for eight (8) Saturday events, hosted in Kimball Park
and including at least 4 partner organizations participating at each Saturday event. It is a goal to
provide diversity of partner organizations and activities for each of the events, with limited
repetition.
Proposed Services
Task
Description
Cost
Event Planning
• Securing up to four (4) partners for Senior
Saturday events and staff time for event
promotion and planning. Staff time includes:
o Bi-weekly meeting with staff
o Securing partner attendance and
services
o Organizing event layout and operations
o Covering fees for services, as needed
$10,000
Creating excellent mobility choices and vibrant, healthy neighborhoods.
Promotion
• Creation of promotional materials and content
for these events, includes printing fees. Staff
time includes:
o Developing branded marketing materials
for print and digital use
o Writing promotional content for the
website, newsletters, and social media
$5,000
$15,000
Thank you for your time.
Sincerely,
Danielle Berger, AICP
Director of Planning
Creating excellent mobility choices and vibrant, healthy neighborhoods.
2