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HomeMy WebLinkAboutSANTA ANA POLICE FOUNDATION (SAPF) 2 - 2012INSURANCE hOT REQUIP 0 WORK MAY PROC 'EEO CLERx Of IouNca WJUU 3 - 20i2 N- 2012 -073 OPERATIONAL AGREEMENT BETWEEN THE CITY OF SANTA ANA (� SAP b AND THE SANTA ANA POLICE FOUNDATION FOR THE JOINT USE Lby I Z vwn OF THE CENTENNNIAL PARK TRAINING FACILITY L F-hr i tLu e l:S pjrLTHIS AGREEMENT, made and entered into this &day of June 2012, by and between the City of Santa Ana ( "CITY "), a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, and The Santa Ana Police Foundation ( "SAPF "), a California non - profit public benefit corporation. CITY and SAPF are collectively referred to as the "PARTIES ". RECITALS: A. CITY owns and operates the Centennial Park Training Facility at 3405 W. Castor, which is jointly administered by the Police Department and the Parks, Recreation and Community Services Agency, which are departments of the CITY. B. SAPF was formed for the purpose of supporting unbudgeted public safety programs, equipment and disaster preparedness efforts through charitable fundraising. C. The PARTIES' desire to recognize SAPF's important role in promoting the continued safety of the public by promoting and supporting unbudgeted educational programs that increase the community's ability to prevent, prepare for, respond to and recover from critical incidents and disasters. DUTIES AND RESPONSIBILITIES OF CITY A. Ownership and Operation of the Centennial Park Training Facility CITY owns the Centennial Park Training Facility property at 3405 W. Castor, as well as the infrastructure and any /all equipment within the modular buildings and storage containers (hereinafter the "Property "). The CITY grants to SAPF, a right of access and usage of that office space as depicted in Exhibit A, attached hereto and incorporated by reference, including space allocated for the exclusive use of SAPF (hereinafter the "Premises ") and joint use of training rooms, conference room and concrete training area, which are shared between all occupants of the property, including shared use of parking spaces in the adjacent parking lot, and unlimited use of the building's common areas. City shall retain the right to reserve the shared space as necessary for City business. SAPF accepts the Premises in the condition existing as of the commencement date of this Agreement. SAPF shall use the Premises for educational business purposes in support of public safety programs as set forth in the Recitals above, and shall not permit the premises to be used for any other purpose without the prior written consent of CITY. SAPF shall not do or permit anything to be done in or about the Property, nor bring or keep anything therein which will in any way increase the City's exposure to liability arising from such use of the premises, or affect any fire or other insurance liability for the Property or its contents. SAPF shall not do or permit anything to be done in or on the Property which will in any way obstruct or interfere with the rights of other occupants of the Property, or injure or annoy them. SAPF shall not use the Property for any improper, immoral, unlawful or objectionable purpose, nor shall SAPF cause, maintain or permit any nuisance in, on or about the Property. Upon the expiration or termination of this Agreement, SAPF shall surrender the Premises to CITY in good and clean condition, less ordinary wear and tear. Upon termination of this Agreement, SAPF shall retain title to SAPF's equipment and personal property. SAPF may remove all of SAPF's equipment or personal property at its sole cost and expense on or before the expiration or termination of this Agreement; provided that such removal shall be done in a professional and careful manner, without interference or damage to any other equipment, structures or operations on the Premises, including the use of the Premises by City or any of City's, assignees, licensees or lessees. Fixtures, furnishings and equipment in common areas shall be the property of the CITY. The CITY will notify SAPF as soon as practical of any temporary closures due to emergency conditions that would make traveling to, or being present at the facility unsafe. In the event of such notification SAPF shall immediately quit the premises until City provides notice that the property is again available and open. B. SAPF RESPONSIBILITIES As consideration for this Agreement, SAPF shall: 1) Repair, maintain and replace as necessary, any fixtures, furnishings and equipment within the Premises. SAPF shall not install any signage or make any changes to any common areas or infrastructure without approval from the Chief of Police or his designee. 2) Provide public safety training to businesses and residents of Santa Ana 3) In conjunction with the Santa Ana Police Department, develop programs to address public safety issues in Santa Ana 4) Raise funds for the Police Department's use in implementing programs related to public safety and community outreach. C. CITY RESPONSIBILITIES City shall maintain all public areas of said Property City shall provide water and electric utilities for the Property and Premises. E. TERM This agreement shall commence on the date first set forth above and terminate upon (30) days written notice of termination by either PARTY. F. INSURANCE Prior to occupying and using the Centennial Park Training Facility under this Agreement, SAPF shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. SAPF shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of SAPF's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, SAPF, if SAPF has any employees /volunteers, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to operating under this Agreement, SAPF agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by SAPF pursuant to this section: (i) SAPF shall maintain all insurance required above in full force and effect for the entire period covered by the Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. F. INDEMNIFICATION SAPF agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of SAPF or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in this agreement. G. TAXES. The parties agree that if the Premises are assessed any taxes or similar fees or charges due to the activities of SAPF, then SAPF shall bear the entire cost of said taxes, fees or charges. H. LIENS. SAPF will not permit any mechanics' or materialmens' or other liens to stand against the Premises by reason of any use or occupancy by SAPF, or any person claiming under SAPF. I. DISCRIMINATION SAPF shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities and /or provision of training opportunities. SAPF affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. J. RELATIONSHIP This Agreement is not intended nor shall it be construed to create an employer - employee relationship. However, the services provided to the community by SAPF shall be provided in a manner consistent with all applicable standards and regulations governing such services. K. RESTRICTIONS ON ASSIGNMENT This Agreement is entered into specifically with the parties in mind. Therefore, SAPF shall not assign any or all of its rights under this License without the prior written consent of the CITY, in its sole and absolute discretion. L. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class mail or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copies to: And Chief of Police City of Santa Ana Police Department 60 Civic Center Plaza Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -6515 To SAPF: William F. Cunningham, Jr. President /CEO Santa Ana Police Foundation 2321 E 4th St., Suite C -175 Santa Ana, CA 92705 M. GOVERNING LAW The PARTIES agree that all applicable Federal, State, and City laws and regulations pertaining to solicitation of funds and non - profit organizations shall be complied with. In addition, SAPF must also comply with all applicable Federal, State, and Local laws, including, but not limited to, employee discrimination, ADA and Bidding of Public Projects. N. ENTIRE AGREEMENT. This Operating Agreement contains the entire understanding of the parties and supersedes any and all other written or oral understanding. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. /// IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement the date and year first above written. SANTAAIA POUQE FOUNDATION, CITY OF SANTA ANA m F. n n ham, Jr. Paul M. Walters dent/ t O City Manager ATTEST: Maria D. Huizar Clerk of the Council Approved as to form: i aura SheeYy- Assistant City Attorney Exhibit A J k�f © i e t Li to II i s e ad `a El 0 ■ ■ — zr< is (n n Cn (n Cl) D D > D n mo mm D D as t WALDEN r g x� l QQ i