1 MEMORANDUM OF UNDERSTANDING BETWEEN THE
CITY OF REDONDO BEACH AND RIVIERA VILLAGE ASSOCIATION
THIS MEMORANDUM OF UNDERSTANDING (this “MOU”) is made between the City of Redondo Beach, a chartered municipal corporation (“City”), Riviera Village Association, a California non-profit corporation ("RVA" or “Contractor”).
WHEREAS, RVA desires to paint a graphic design on the bicycle corrals within the City’s Riviera Village; and
WHEREAS, the City supports RVA’s efforts to design and paint the bicycle corrals, which is consistent with the City’s Active Transportation projects; and WHEREAS, RVA represents and warrants that it possesses the qualifications and experience to properly design and paint the bicycle corrals; and
WHEREAS, the City desires to reimburse RVA for materials and supplies for the project described herein provided RVA complies with the terms and conditions contained herein.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to the following:
1. Description of Project. The project shall consist of painting the bicycle corral asphalt with a graphic design provided by RVA at 1701 S. Catalina Avenue, Redondo Beach, California 90277 (the “Project”). In its sole discretion, City may add the following locations to the Project; provided, however, that the reimbursement paid to RVA shall not exceed the amount described in Section 5 of this MOU.
a. 201 Avenue I, Redondo Beach, CA 90277
b. 1718 S Catalina Ave, Redondo Beach, CA 90277
c. 1735 S Catalina Ave, Redondo Beach, CA 90277
d. 1820 S Catalina Ave, Redondo Beach, CA 90277
2. RVA’s Duties. RVA shall perform all services to complete the Project as set forth below.
a. Ensure the safety of the location in accordance with the Manual on Uniform Traffic Control Devices guidelines (“MUTCD”).
b. Obtain any permits stipulated by the City.
c. Obtain City’s approval of any materials and supplies prior to performing any work.
d. Retain a muralist to provide a graphic design for the Project and pay for its cost upfront.
e. Purchase materials and supplies for this Project, including paint, paint brushes and trays, and other miscellaneous supplies, as an upfront cost. f. Paint the bicycle corrals using the City approved graphic design. 2 g. Perform Project management, including but not limited to, scheduling the work and City inspections, and overseeing all labor and subcontractors. i. Schedule any dates and times of all construction activity in advance with the City's Engineering Department and in compliance with Redondo Beach Municipal Code Section 4-24.503.
ii. Provide at least four (4) days advance written notice to the City's Engineering Department with respect to any proposed changes to any agreed upon dates and times, and obtain City’s written approval. h. Pay upfront for all other miscellaneous Project related expenses, including but not limited to, clean-up materials, protective gear for eyes/clothing, and labor costs for subcontractors.
3. City’s Duties. City will perform the following services. a. Reimburse RVA for services, materials and supplies for this Project, including graphic design, muralist, paint, paintbrushes, and other related miscellaneous supplies, in accordance with Section 5 of this MOU. b. Process any necessary permits provided the permits are in compliance with all applicable laws, rules, regulations, and policies.
c. Prepare the surface area by power washing, and removing and returning the planters and bicycle racks.
d. Review the supplies and materials selected by RVA, and provide written approval if the supplies and materials meet City’s satisfaction.
4. Term or Time of Completion. The term of this agreement shall commence October 11, 2022 and October 10, 2023 (‘Term”), unless otherwise terminated as herein provided.
5. Reimbursement. The City will reimburse RVA in accordance with Section 3 of this MOU, provided the total amount does not exceed $10,000. In order to receive reimbursement, RVA shall submit an invoice indicating services performed, materials and supplies purchased, and the amount owed, and attach receipts for the supplies and materials. The City will reimburse RVA within thirty (30) days of the City’s receipt of the invoices; provided, however, that services are completed the City’s reasonable satisfaction.
6. Indemnification. To the maximum extent permitted by law, RVA hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of RVA’s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the MOU, or its failure to comply with any current or prospective law, except for such loss or damage 3 which was caused by the sole negligence or willful misconduct of the City.
Notwithstanding the foregoing, nothing in this section shall be construed to encompass Indemnitees’ active negligence to the limited extent that this MOU is subject to Civil Code Section 2782(b). RVA’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by RVA or Indemnitees. This indemnification obligation shall survive this MOU and shall not be limited by any term of any insurance policy required under this MOU.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against RVA because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this MOU.
b. Waiver of Right of Subrogation. RVA, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
7. Insurance. RVA shall comply with the requirements set forth in Exhibit A.
Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this MOU.
8. Independent Contractor. RVA acknowledges, represents and warrants that RVA is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This MOU shall not be construed as a contract of employment. RVA shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this MOU. Due to the independent contractor relationship created by this MOU, the City shall not withhold state or federal income taxes, the reporting of which shall be RVA's sole responsibility.
9. Termination in the Event of Default. Should RVA fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this MOU, the City may immediately terminate this MOU by giving written notice of such termination, stating the reasons for such termination. RVA shall be compensated for all the approved materials and supplies purchased prior to termination, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of RVA's breach of this MOU.
10. Limitations upon Subcontracting and Assignment. RVA shall not assign its rights or obligations in this MOU without the written consent of the City, which consent may be withheld at the City’s sole discretion.
11. Subcontractors. RVA shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. RVA shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
4 12. Notices. Notices required under this MOU shall go to the following parties:
a. If to the City:
City of Redondo Beach
Public Works Department, Engineering Division
415 Diamond Street, Door 2
Redondo Beach, CA 90277
Attention: Jesse Reyes, Senior Management Analyst
b. If to RVA:
Riviera Village Association
1799 South Catalina Avenue, UNIT RVA
Redondo Beach, CA 90277
Attention: Kathleen Fisher, RVA Marketing
13. Compliance with Laws. RVA shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this MOU, including without limitation all environmental laws, employment laws, and nondiscrimination laws.
14. Integration. This MOU constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between RVA and City may be used to assist in the interpretation of the exhibits to this MOU.
15. Amendment. This MOU may be amended or modified only by a subsequent written amendment executed by both parties.
16. Conflicting Provisions. In the event of a conflict between the terms and conditions of this MOU and those of any exhibit or attachment hereto, this MOU proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by RVA.
17. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference.
18. Governing Law and Venue. This MOU shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law.
Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
19. Severance. Any provision of this MOU that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this MOU shall remain enforceable to the fullest extent permitted by law.
5 20. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this MOU on behalf of City. The party signing on behalf of RVA warrants and represents that he or she is duly authorized to enter into and execute this MOU on behalf of RVA, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this MOU on behalf of RVA.
21. Waiver. The waiver by the City of any breach of any term or provision of this MOU shall not be construed as a waiver of any subsequent breach. 6 IN WITNESS WHEREOF, the parties have executed this MOU in Redondo Beach, California, as of this 11th day of October, 2022.
CITY OF REDONDO BEACH, RIVIERA VILLAGE ASSOCIATION,
a chartered municipal corporation a California non-profit corporation __________________________ By: __________________________ William C. Brand, Mayor Name: __________________________ Title: __________________________
ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__________________________
Michael W. Webb, City Attorney
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EXHIBIT A
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer’s Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
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Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.
For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be A-3
acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.