1 MEMORANDUM OF UNDERSTANDING BETWEEN
SAUGUS UNION SCHOOL DISTRICT AND CITY OF SANTA CLARITA
This Memorandum of Understanding ( “MOU”) is dated as of this 10th day of May, 2023, by and between City of Santa Clarita ( “City”), a charter city and municipal corporation duly organized and existing under the constitution and laws of the state of California, and Saugus Union School District (“ District”), a public school district duly organized and existing under the laws of the state of California. The District and City may be referred to herein individually as a “Party” and collectively as the “Parties”.
WITNESSETH
WHEREAS, California Education Code (“Education Code”) sections 10900 et seq., (“Community Recreation Act”), authorize both the District and the City to organize, promote, and conduct programs for community recreation and to cooperate in providing community recreat ion programs and facilities that will contribute to general recreational and educational objectives for children and adults of the State.; and
WHEREAS, under Education Code section 10905, two or more public authorities may cooperate with each other to carry out the purposes set forth in section 10900, and to that end may enter into agreements with each other and may do all things necessary and convenient to aid and cooperate in carrying out said purposes; and
WHEREAS, the District and the City are authorized to operate and maintain recreational facilities including play fields, parks, performing arts centers, hardscapes and other, and, by virtue of that authority, do operate and maintain such recreation facilities; and
WHEREAS, the City currently owns Northbridge Park located at 2400 Grandview Drive Santa Clarita, CA 91354 (“Site”) (Exhibit A) on which will continue to issue facility use permits to the District for Site and Improvement uses, defined below. Exhibit A is attached hereto and incorporated herein; and
WHEREAS, the Site is immediately adjacent to the District’s Charles Helmers Elementary School (“Campus”), and the District desires to use the Improvement, defined below, for recreational purposes in connection with the Campus and District activities; and
WHEREAS, the Parties agree, this MOU will benefit the community, provide facilities that promote and preserve their community health and general welfare, and cultivate the development of good citizenship by providing adequate programs of community recreation; and
WHEREAS, t he Parties acknowledge that there are benefits for both entities through this partnership including, but not limited to, that an inclusive playground area will be constructed for District and City use (“Improvement”) (Exhibit B) for the purpose of student and public recreation.
Exhibits B is attached hereto and incorporated herein; and 2 WHEREAS, this MOU summarizes the understanding between the Parties whereby District will fund the construction of an inclusive playground and financially contribute to the ongoing maintenance and repairs of the playground at the Site.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. PARTIES.
1.1. The Parties to this MOU and their representatives are:
1.1.1. The City’s representative is: Kenneth Striplin, City Manager
1.1.2. The District’s representative is: Dr. Colleen Hawkins, Superintendent
2. TERM. The term of this MOU shall begin on May 10, 2023 (“ Effective Date ”) and shall continue year to year, until terminated by either Party as set forth below.
3. T ERMINATION . This MOU may be terminated for convenience or cause as specified below.
3.1. Termination for Convenience. Either Party may terminate this MOU for convenience by providing written notification forty -five (45) days prior to the effective date of termination. Neither Party shall be required to provide just cause for termination in the written notification.
3.2. Termination for Cause. Either Party may terminate this MOU immediately for cause. Cause shall include, without limitation:
3.2.1. Material violation of this MOU by either Party;
3.2.2. Any act by a Party exposing the other Party to liability to others for personal injury or property damage; or
3.2.3. Either Party is adjudged a bankrupt, makes a general assignment for the benefit of creditors, or a receiver is appointed on account of a Party’s insolvency.
3.3. Meet and Confer . In the event that a Party (“Terminating Party”) reasonably determines that the other Party (“Defa ulting Party”) has materially violated this MOU justifying termination under the provisions in section 3. 2, the Parties shall meet and confer regarding the basis for such determination and the steps deemed necessary to cure such violation, as follows (“Meet and Confer Procedures”):
3 3.3.1. The Terminating Party shall provide the Defaulting Party with written notice of the default or violation and a request to meet and confer within 10 business days of the written notice . The Parties shall then meet and confer within 10 business days of the written notice. (“Meet and Confer Conference”).
3.3.2. Following the M eet and C onfer Conference, unless the matter has been resolved to the mutual satisfaction of the Parties, the Terminating Party shall provide written notice 1) of the default or violation, 2) of the steps necessary to cure the default or violation and 3) advise that the MOU may be terminated unless such default or violation is cured within a reasonable period (“Notice of Termination”).
3.3.3. If the default or violation is not cured within the time set forth above, then the MOU shall be terminated.
3.3.4. If a Terminating Party terminates for cause, the Defaulting Party’s rights in the Site shall terminate sixty (60) days from receipt of Notice of Termination from the Terminating Party. Any termination under this Section shall not release a Defaulting Party from the paymen t then due to a Terminating Party or from any claim for damages previously accrued or then accruing against a Defaulting Party.
3.4. Buyout. If the City terminates the MOU on or before the 1 5th anniversary of the Effective Date, for cause or for convenience, the City must pay the District the purchase price equal to the then fair market value of the Improvement in use and operational.
3.4.1. The fair market value is to be determined by an independen t USPAP Machinery and Equipment Apprais er. If the Parties cannot agree on the selection of an appraiser, then each Party shall designate an appraiser.
Such selected appraisers shall then select a third appraiser to appraise the Improvement.
3.4.2. The appraisal by the third appraiser shall be binding the Parties.
3.5. The foregoing provisions are in addition to and not a limitation of any other rights or remedies available to the Parties.
3.6. Upon this MOU’s Termination, the Improvement, all Improvements shall be left in a clean and orderly condition.
4 4. DUTIES AND RESPONSIBILITIES. The Parties have attached a Work Plan in Exhibit B that further outlines the Parties obligations during construction of the Improvement.
4.1. The City shall:
4.1.1. Have sole ownership of the Site and Improvement.
4.1.2. Contribute $300,000 towards the construction of the Improvement.
4.1.3. Oversee and manage the construction of the Improvement.
4.1.3.1. Complete construction of the Improvement in a safe, good, and workmanlike manner prior to October 9 , 2023 (“Work Schedule”) and pursuant to the District- approved,
construction ready designs (“Design(s)”).
4.1.3.2. City shall diligently pursue construction so as to complete construction in a timely manne r and in accordance with all applicable local, state, and federal law, regulations, rules and procedures.
4.1.3.3. City shall not commence any portion of the Improvement until District has approved the Designs of the Improvement in writing.
4.1.3.4. If the City makes any changes to the approved Designs that have a material impact on the appearance, or the structural integrity of the Improvement, it must be reviewed and
approved in writing by the District. The District shall retain final approval authority of the Designs.
4.1.3.5. City shall furnish all tools, equipment, apparatus, facilities, transportation, labor, and material necessary to construct the Improvement, as described in Exhibit B.
4.1.3.6. City agrees to bind every contractor by the terms of this MOU as far as such terms are applicable to the contractor’s work, including, without limitation, all indemnification and
insurance and requirements. Nothing contained in this MOU, however, shall create any contractual relations between any City contractor or subcontractor and District.
4.1.3.7. City or its consultants and contractors shall have the necessary skills, experience, and license(s) to construct and/or engage in 5 the work for the Improvement or will retain persons who are so licensed.
4.1.3.8. The parties acknowledge that the Work Schedule is a projection and is subject to change as provided herein. Should City need to modify or update the Work Schedule, City shall provide a copy of such proposed, modified Work Schedule (the “New Work Schedule”) to District for District’s review and approval. District shall not unreasonably withhold, condition or delay its approval of the New Work Schedule, or its approval of any other matter for which its approval is specified under this Section 4 . Should District fail to approve the New W ork Schedule as such is proposed by City, District agrees to negotiate in good faith with City to establish a mutually agreeable New Work Schedule. The Work Schedule (including the New Work Schedule, as applicable) shall coordinate
construction of the Improvement to ensure such is not
delayed or disrupted.
4.1.3.9. City shall notify District in writing of any part or portion of the construction of the Improvement which can reasonably be expected to disturb, impact, interfere with, hinder, delay, or otherwise affect, by way of noise, dust, or other means, traffic, District students, operation of District school activities, or any other District activity or service.
4.1.4. Provide District sole and exclusive access to the Site during normal school hours as set forth , further identified in E xhibit C attached hereto and incorporated herein. City staff shall not access the play area under any circumstances during normal school hours, unless authorized and supervised by District st aff. If access is needed during normal school hours, City staff shall contact and work with the site administrator and follow the site administrator’s directives for access.
4.1.5. Provide for regular and routine maintenance of the Improvement and Site.
4.1.5.1. Costs for materials for contracted repair work shall be shared 40% City and 60% District.
4.1.5.2. City shall promptly provide District backup documentation for all shared expenses.
6 4.1.5.3. Maintenance standards shall be co nsistent with the playground maintenance standards throughout the City’s park system, including work to prevent or arrest degradation of the Improvement, or necessary to otherwise maintain or restore the Improvement’s condition.
4. 1.5.3.1. Regularly inspect the Improvement including, without limitation, daily visual inspections and
comprehensive monthly inspections.
4.1.6. Have sole reasonable discretion to restrict access to the Improvement related to safety concerns or repair needs , however, City must provide District written notice prior to restricting access so District can adequately notify District staff and students.
4.1.7. Approve any signs or postings at the Improvement, prior to installation.
4.2. District shall:
4.2.1. Fund construction, minus the City’s contribution , including costs for construction administration, plus 10% contingency of the Improvement, including, but not limited to, the playground equipment, shade structures, playground surfacing, fence, gates, concrete work, grading, ADA walkways from Grandview Dr, benches, and all associated landscape and irrigation retrofitting as further set forth in Exhibit B.
4.2.2. Total District contribution not to exceed $588,999.
4. 2.2.1. All project funds, as defined above, shall be deposited into the City’s Trust & Agency account (Fund 102) within thirty ( 30) days of executing this MOU.
4. 2.2.2. Any unused funds at the conclusion of the project completion shall be returned to the District within 30 days of the project completion.
4. 2.2.3. Notwithstanding anything to the contrary in this MOU, upon written request, the City shall provide the District with co pies of invoices for costs associated with the construction of the Improvement, itemized with sufficient detail to support the invoiced amounts.
4. 2.2.4. Any modification to the District’s financial contribution to the Improvement requires written approval from the District. 7 4.2.3. Have the right to access and restrict public access to the Improvement during normal school hours as defined in Exhibit C.
4.2.4. Secure the Improvement for the District use and for public use at the conclusion of the District’s use each day.
4.2.5. Keep the Improvement litter free of hazards and debris when secured for District use.
4.2.6. Promptly n otify the City of any damage or repair needs to the Improvement.
4.2.7. Not use any portion of the Improvement that is closed, damaged or in need of repair.
4.2.8. Comply with all such applicable laws, rules, and regulations of every governmental authority having jurisdiction, including, without limitation, all health laws, rules, and regulations.
5. “AS-IS” USE OF IMPROVEMENT.
5.1. Once completed, the District will have an opportunity to inspect the Improvement to warrant, acknowledge, and agree as follows:
5.1.1. The District will be thoroughly familiar with the Improvement, including, without limitation, the physical condition of the Improvement, the zoning of the Improvement and all other restrictions and limitations applicable to the Improvement, whether or not of public record.
5.1.2. The Improvement is satisfactory to District in all respects.
5.1.3. Except as expressly provided in this MOU, neither the City nor anyone acting on the City’s behalf has made any representation or warranty of any kind with respect to the Improvement including, without limitation, its condition, suitability for District use, environmental condition, or any other matter relating to the Improvement, without limitation, or this MOU.
5.1.4. District use of the Improvement is in “AS-IS CONDITION AND WITH ALL FAULTS”.
5.1.5. The Parties shall not cause or permit any Dangerous Condition (defined below) to exist on the Improvement or Site. A Party will promptly provide notice, pursuant to the “Notice” section of the MOU, if the Party becomes aware a Dangerous Condition exists on the Improvement or Site. 8 5.1.5.1. “Dangerous condition”, as defined in Government Code Section 830(a), “means a condition of property that creates a substantial (as distinguished from a minor, trivial or
insignificant) risk of injury when such property or adjacent property is used with due care in a manner in which it is reasonably foreseeable that it will be used.”
6. ALTERATIONS.
6.1. No alterations or improvements shall be made to the Site , or any portion of the Site, other than those identified in Exhibit B, without the other Party’s prior written consent, which consent will not unreasonably be withheld.
6.2. If the Parties consent to making alterations or improvements to the Site or Improvement, City and District agree such alterations or improvements will be:
6.2.1. Made in strict compliance with all applicable laws, rules and regulations of all governmental authorities having jurisdiction;
6.2.2. Performed in a good and workmanlike manner; and
6.2.3. Made in compliance with such other conditions, including, without limitation, the obtaining of performance and completion bonds, as City may require and based on the scope of the improvement in connection with the granting of its consent.
6.3. District agrees it will pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for District at or for use on the Site, which claims are or may be secured by any mechanics’ or materialmen’s lien against th e Site or any interest therein.
7. INDEMNIFICATION. To the fullest extent permitted by California law, each Party shall hold harmless, and indemnify the other Party and its board and council members, representatives, officers, consultants, employees, trustees, volunteers, and invitees against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense, for injury or death to persons, including employees of either Party, and damage to property, to the extent arising out of or in connection with negligent conduct resulting from the use, conduct or any activities of a Party related to this MOU. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct.
8. I
NSURANCE REQUIREMENTS.
8.1. District shall furnish t he City with the original certificates and amendatory endorsements effecting coverage required. Insurance is to be placed with insurers 9 with a current A.M. Best Insurance rating of no less than A-minus: VII and subject to the approval of the City.
8.2. District acknowledges that the insurance to be maintained by the City on the Site will not insure any of the District’s property.
8.3. District shall, at District’s expense, obtain and keep in force during the term of this MOU a policy of commercial general liability insuring t he City and District against claims and liabilities arising out of the operation, condition, use, or occupancy of the Site and all areas appurtenant thereto. District’s commercial general insurance shall be at least as broad as the Insurance Service Office (ISO) CG 00 -01 form and in an amount of not less than One Million dollars ($1,000,000) for bodily injury or death and property damage as a result of any one occurrence an d Two Million dollars ($2,000,000) general aggregate policy limit. In addition, District shall obtain a products/completed operations aggregate policy in the amount of One Million dollars ($1,000,000). The insurance carrier, deductibles and/or self -insured retentions shall be approved by the City, which approval shall not be unreasonably withheld. Prior to the Commencement Date, District shall deliver to t he City a certificate of insurance evidencing the existence of the policies required hereunder and copies of endorsements stating that such policies shall:
8.3.1. Not be canceled or altered without thirty (30) days’ prior written notice to the City;
8.3.2. State the coverage is primary and any coverage by t he City is in excess thereto;
8.3.3. Contain a cross liability endorsement; and
8.3.4. Include a separate endorsement naming the City as an additional insured.
8.4. At least thirty (30) days prior to the expiration of each certificate, and every subsequent certificate, District shall deliver to the City a new certificate of insurance consistent with all the terms and conditions required in connection with the original certificate of insurance as described herein.
8.5. During the Term of this MOU, the City shall maintain at its cost a policy of standard fire and casualty insurance limited to the value of the Improvement located on the Site as of the Commencement Date. In the event of loss or damage to the Site, the Improvement, each Party, and all persons claiming under the Party, shall look first to any insurance in its favor before making any claim against the other Party, and to the extent possible without adding additional costs, each Party shall obtain for each policy of insurance provisions permitting waiver of any claim against the other Party for loss or damage within the scope of the insurance and each Party, to the 10 extent permitted, for itself and its insurers, waives all such insurance claims against the other Party.
8.6. During the Term, District shall comply with all provisions of law applicable t o District with respect to obtaining and maintaining workers’ compensation insurance. Prior to the commencement and any renewal of this MOU and District’s occupancy of the Site, District shall provide the City, as evidence of this required coverage, a cert ificate in a form satisfactory to the City on or before the commencement or renewal date, providing that insurance coverage shall not be canceled or reduced without thirty (30) days prior written notice to the City.
9. NOTIFICATION. Any notice required or permitted to be given under this MOU shall be deemed to have been given, served, and received if given in writing, and personally delivered by overnight delivery service, addressed as follows:
CITY: City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, California 91355
Attention: Jerrid McKenna
661-255-4925
[email protected]
DISTRICT: Saugus Union School District
24930 Avenue Stanford
Santa Clarita, CA 91355
Attention: Nick Heinlein
661-294-5300
[email protected]
Any notice personally given shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Any notice sent by USPS shall be effective within three (3) business days following delivery thereof to USPS. The Parties agree that notices, certificates, or other communications may be given by electronic mail, in which case the same will be effective upon successful transmission.
10. ASSIGNMENT. District may not assign this MOU or assign its rights to all or any part of the Site nor permit the occupancy thereof by any other person or entity without the express written consent of the City, which may be withheld in the City’s sole discretion.
11. C OMPLIANCE WITH ALL LAWS. The Parties shall, at their own expense, comply with all requirements of all governmental authorities, in force either now or in the future, affecting the Site, and shall faithfully observe in their use of the Site all laws, regulations and 11 ordinances of these authorities, in force either now or in the future including , without limitation, all applicable federal, state and local laws, regulations, and ordinances pertaining to air and water quality, hazardous material, waste disposal, air emission and other environmental matters (including the California Environmental Quality Act (“CEQA”) and its implementing regulations) and the other Party’s Use Policies, rules and regulations relating to same (“Environmental Laws”).
11.1. Violation. The judgment of a court of competent jurisdiction, or a Party’s admission in an action or a proceeding against a Party, whether the other Party is a party to it or not, that Party has violated any law or regulation or ordinance in their use of the Site shall be considered conclusive evidence of that fact as between the Parties.
If a Party fails to comply with any law, regulation or ordinance, the other Party reserves the right to take necessary remedial measures at the non -compliant Party’s expense, for which the non-compliant Party agrees to reimburse the other Party on demand.
11.2. Hazardous Materials. The Parties shall not cause or permit any Hazardous Material to be generated, brought onto, used, stored, or disposed of in or about the Site and any impro vements by a Party or its agents, employees, contractors, subtenants, or invitees, except for limited quantities of standard office, classroom, and janitorial supplies (which shall be used and stored in strict compliance with Environmental Laws). The Part ies shall comply with all Environmental Laws. The term "Hazardous Materials" includes, without limitation, petroleum products, asbestos, PCB's, and any material or substance which is (i) defined as hazardous or extremely hazardous pursuant to Title 22 of the California Code of Regulations, Division 4.5, Chapter 11, Article 4, section 66261.30 et seq., (ii) defined as a "hazardous waste" pursuant to section (14) of the federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. (42 U.S.C. 6903), or (iii) defined as a "hazardous substance" pursuant to section 10 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et. seq. (42 U.S.C. 9601). As used herein, the term "Hazardous Materials Law" shall mean any sta tute, law, ordinance, or regulation of any governmental body or agency (including the U.S. Environmental Protection Agency, the California Regional Water Quality Control Board, and the California Department of Health Services) which regulates the use, storage, release, or disposal of any Hazardous Material.
11.3. Notice of Hazardous Substances . The Parties will promptly notify each other in writing if a Party has or acquires notice or knowledge that any Hazardous Substance has been or is threatened to be, releas ed, discharged, disposed of, transported, or stored on, in, or under or from the Site in violation of Environmental Laws. The Parties shall promptly provide copies to each other of all written assessments, complaints, claims, citations, demands, fines, inq uiries, reports, violations, or notices relating to the conditions of the Site or compliance with Environmental Laws. The Parties shall promptly supply each other with copies 12 of all notices, reports, correspondence, and submissions made by a Party to the United States Environmental Protection Agency, the United States Occupational Safety and Health Administration, and any other local, state, or federal authority that requires submission of any information concerning environmental matters or Hazardous Substances pursuant to Environmental Laws. The Parties shall promptly notify each other of any liens threatened or attached against the Site pursuant to any Environmental Laws.
11.4. Inspection. Each Party and the Party's agents, servants, and employees including, without limitation, legal counsel and environmental consultants and engineers retained by that Party, may (but without the obligation or duty to do so), at any time and from time to time, on not less than ten (10) business days' notice to the other Party (except in the event of an emergency, in which case, no notice will be required), inspect the Site to determine whether a Party is complying with the Party’s obligations set forth in this Section, and to perform environmental inspections and samplings, during regular business hours (except in the event of an emergency) or during such other hours as the Parties may agree.
11.5. Indemnification. Each Party shall indemnify, defend (by counsel reasonably approved in writing by the other Party), protect, release, save a nd hold harmless the other Party from and against all Claims to the extent arising from any breach of a Party’s covenants under this section 13.
11.6. 12. INCIDENT REPORTING. Each Party shall submit written incident reports to the other Party as soon as practicable, but not more than twenty -four (24) hours, after becoming aware of any Dangerous Condition or after the occurrence of or a Party’s receipt of information or notice r egarding any accident or incident that occurs on the Site including related claims, arrest or criminal charges associated with that Party’s use of the Site or Party’s staff working on the Site. Submission of written accident/incident reports shall be made pursuant to the Section entitled “Notice.” Incident reports shall also be verbally reported to the Party’s Maintenance Office during normal business hours and to the Party’s contact (as identified below) during non-business hours.
12.1. District contact during non-business hours: Director, of Maintenance, Operations, Transportation & Facilities, 661-312-5614.
12.2. City contact during non-business hours: Park Maintenance After Hours Line, 661- 290-2238.
13. MODIFICATION. This MOU, and any exhibit attached hereto, may be amended or modified in writing and executed by duly authorized representatives of each Party specifically indicating the intent of the Parties to modify this MOU. No amendments, changes, or 13 modifications to the MOU or any exhibits attached hereto are valid or binding unless and until approved and/or ratified by the District’s Board and City’s governing body.
14. ACCOUNTING REQUIREMENTS AND RECORDS RETENTION.
14.1. City shall be responsible for maintaining an accounting system of all Improvement- related costs, expenditures, and transactions. City shall retain Improvement records for a period of not less than three (3) years, including all books, papers, accounts, documents, source documents, evidence of payment, or other records as they relate to the Improvement.
15. WAIVER. The waiver by either Party of any breach of any term, covenant, or condition contained herein shall not be deemed a waiver of any subsequent breach of the same, or any other term, covenant, or condition contained herein.
16. CALIFORNIA LAW. This MOU shall be governed by, and the rights, duties and obligations of the Parties shall be determined and enforced in accordance with, the laws of the State of California. All actions or proceedings brought to enforce the terms and conditions of this MOU shall be maintained in Los Angeles County, California.
17. NO
NDISCRIMINATION. Neither Party shall discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis prohibited by law in the operation of any of their programs or employment practices. The Parties affirm they are equal opportunity employers and shall comply with all applicable federal, state, and local laws and regulations.
18. CA
PTIONS . The captions contained in this MOU are for convenience only and shall not in any way affect the meaning or interpretation hereof nor serve as evidence of the interpretation hereof, or of the intention of the Parties hereto.
19. A TTORNEYS’ FEES . In the event either Party institutes legal action to enforce its rights under this MOU, in whatever forum, public or private, each Party shall be solely 14 responsible for its costs and attorneys’ fees. No court shall have authority or jurisdiction to rule or order contrary to this section.
20. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals and each Site-Specific Exhibit attached hereto are incorporated herein by reference.
21. C OUNTERPARTS. This MOU, and all exhibits, amendments, and supplements to it, may be executed in counterparts. All counterparts together shall be construed as one document.
22. D RAFTING PARTY . This MOU is created as a joint effort of both Parties and shall not be interpreted against either Party as the drafter of the MOU.
23. E NTIRE AGREEMENT OF PARTIES. This MOU sets forth the entire MOU between the Parties and supersedes all prior discussions, negotiations, and MOUs, whether oral or written.
24. B OARD APPROVAL . This MOU, and any exhibit attached hereto, including Site -Specific Exhibits, is not valid or binding unless and until approved and/or ratified by the District’s Board and City’s governing body.
25. F
ORCE MAJEURE . If either Party is unable, in whole or in part, to per form its obligations under this MOU, by reason of war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; limitation of supplies; epidemics; quarantine restrictions; freight embargoes; lack of transportation; litigation; unusually severe weather; acts or omissions of another party; or any other causes beyond the control of or without the fault of the Party,
the Party shall give written notice to the other Party as soon as practicable after the occurrence. Upon such written notice, a meeting shall be promptly held between the Parties to meet and confer regarding the occurrence. Subject to the outcome of the meet and confer, the obligations of that Party shall be suspended during the continuance of the cause stated in the notice, which the Party shall remedy or remove expeditiously. In such case, the obligations, terms, and conditions of this MOU shall be extended for the period necessary to compensate for any suspension of performance, subject to Board of Trustees and City Council approval.
IN WITNESS THEREOF , the Parties hereto have caused this MOU to be executed by their authorized agents as follows:
CITY OF SANTA CLARITA
BY ________________________________
NAME_____________________________
TITLE _____________________________
DATE _____________________________
SAUGUS UNION SCHOOL DISTRICT
BY ________________________________
NAME_____________________________
TITLE _____________________________
DATE _____________________________
EXHIBIT A
DEPICTION OF SITE
Portion of park next to school site previously occupied by portable classrooms, presently used as a construction lay-down area.
EXHIBIT B
IMPROVEMENT AND WORKPLAN
(PROJECT PROPOSAL)
Proposal for
Saugus Union School District
Prepared by
03-21-2023
Job # 104761-01
Charles Helmers Elementary School Inclusive Playground Option 9 435-760-5103 | www.gwpark.com
CUSTOM COLOR SELECTIONS
Project: Approved by:______________________________________ Surfacing:
CUSTOM COLORS:
ITEM COLOR ITEM COLOR ITEM COLOR
BASIC ACCENT/ARCH METAL ROOF ROTO TUBE PLASTIC ROOF HDPE 2 COLOR HDPE SHADE
DECKS RECYCLED LUMBER ROCK
HANDGRIP VISTAROPE
PRIMARY
NATURAL
104761-01-Opt 9
50-50 PIP
Basic 2
Slides Roto
Benches
Merry Go All Roto
Blue
Sky Blue
Champagne
Sky Blue
Accent 2
White
Saugus Union School District
Attn: Nick Heinlein
24930 Avenue Stanford
Santa Clarita, CA 91355
Phone: 661-294-5300
[email protected]
Ship to Zip91355
QuantityPart # Description Unit Price Amount
1 RDU GameTime - Custom 5-12 Playground-
Reference Drawing 104761-01-Opt 9
$119,932.00$119,932.00
1 RDU GameTime - Freestanding Panels-
Reference Drawing 104761-01-Opt 9
$5,116.00 $5,116.00
1 RDU GameTime - Sensory Wave Walls-
Refence Drawing 104761-01-Opt 9
$26,231.00$26,231.00
2 7088 GameTime - Rock Step $362.00 $724.00
1 5942SP GameTime - VistaStar 2 $16,919.00$16,919.00
1 5700RP GameTime - Playcast Critters Post Mount $1,880.00 $1,880.00 8 S1721S GT-Site - 4'S1700BNCH SM W/O BK Steel $1,654.00$13,232.00 1 929TSA Landmark Design GFRC - Husky Sled Dog-
36” tall x 12” wide x 47” long
$20,260.00$20,260.00
1 771TSA Landmark Design GFRC - Crate Fee $475.00 $475.00 1 CUSTOM Superior International - Custom Shade Design - COLUMNS FOR CUSTOM SAIL SHADE:-
(2) COLUMNS: 08” SCH 40 @ 12’L ON BASE PLATE.
(2) COLUMNS: 12.75" OD HSS @ 12’L ON BASE PLATE.
(1) COLUMN: 14” OD HSS @ 20’L ON BASE PLATE.
FRAME COLOR: TBD
SHIPPING WEIGHT: 3,960 LBS
$25,690.00$25,690.00
1 CUSTOM Superior International - Custom Shade Design - CANOPIES FOR CUSTOM SAIL SHADE:-
(2) TRIANGULAR CANOPIES EACH FITTING AN OPENING
APPROXIMATELY 28’ X 40’ X 49’ WITH QUICK TENSION AND
RELEASE MECHANISMS, CABLES, & CLAMPS.
(1) TRIANGULAR CANOPY TO FIT AN OPENING
APPROXIMATELY 49’ X 49’ X 56’ WITH QUICK TENSION AND
RELEASE MECHANISMS, CABLES, & CLAMPS.
FABRIC COLOR: TBD
SHIPPING WEIGHT: 240 LBS
$14,640.00$14,640.00
1 ENGINEERINGSuperior International - Sealed Drawings & Calculations Fees $1,465.00 $1,465.00 1 ABT Superior International - Anchor Hardware and Templates; Includes Steel Plate Template And Hardware For Cast In Place Anchoring System. -
(Ship In advance)
$185.00 $185.00
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
03/21/2023
Quote #
104761-01-06
Charles Helmers Elementary School Inclusive Playground Option 9
QuantityPart # Description Unit Price Amount
2694 PIP GT-Impax - 2694 Total Sq Ft, 8' CFH-
**List Price $91,793.13, discounted per Omnia Contract
2694 Total Sq Ft, 8' CFH
Includes (1) 100% Std Colors
100% Blue = 330 sf
100% Beige = 2364 sf
Design includes main base color in beige, and includes a meandering band in blue
Based on good job access, No tta pads
Prevailing Wages
$27.94 $75,270.36
1 SECURITY GT-Impax - Site Security-
Prevailing Wages
$1,955.00 $1,955.00
1 SURVEY Other Products 1 - Site Survey-
Prevailing Wages
$8,300.00 $8,300.00
1 INSTALL Install - Installation of Playground and Site Amenities-
1. Excavate and level out entire site based on
elevations for play area.
2. Excavate and remove roughly 2,694 SF of existing
grass/soil in area to dig out play space, 8” depth.
• Includes re-routing/capping irrigation, as needed.
• Note there is a 3’ increase on the hill.
3. Provide and install 2,786 SF of new concrete
sidewalks/concrete pad, 4” depth.
• Includes all site prep.
• Note that a lot of the concrete is sloped on grades.
• Includes stairways.
4. Provide and install 416 LF of 3’ concrete curb wall.
5. Provide and install 346 LF of fencing, embedded in
concrete flatwork or curbs.
• 83 LF at 4’
• 268 LF at 6’
6. Provide and install (1) double slide gate and (1)
swing gate.
7. Provide and install 5’ handrail along stairway.
8. Installation of play equipment.
• Per drawing #104761-01-Opt 9.
9. Installation of 5 post, 3 sail shade structure.
• Includes providing rebar cages.
10. Installation of Qty 8, surface mount benches.
Prevailing Wages
$457,930.00$457,930.00
Contract: OMNIA #2017001134 Sub Total $790,204.36
Discount($34,754.97)
Estimated Freight$20,431.84
Tax $20,139.43
Total $796,020.66
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
03/21/2023
Quote #
104761-01-06
Charles Helmers Elementary School Inclusive Playground Option 9
Comments
Your Sales Rep is Tyler Kyriopoulos. Please reach out to Tyler at 435-760-5103 if you should have any questions regarding this quote.
Due to the volatility of freight costs, the freight pricing is subject to change at the time of order.
Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old. ***OPTIONAL-To include a Payment and Performance Bond, please add $12,160 plus tax if applicable.
Shipping and Site Address:
27300 Grandview Dr
Santa Clarita, CA 91355
*Freight charges are based on listed zip code and are subject to change if shipping information changes. *Deposit may be required.
Prevailing Wages
Omnia #946116
Minimum Deposit of $6,666.10 required for custom GFRC items Remit Payment to:
GameTime
P.O. Box 680121
Fort Payne, AL 35968
Taxes:
All applicable taxes will be added at time of invoicing unless otherwise included or a tax-exempt certificate is provided.
If sales tax exempt, you must provide a copy of certificate to be considered exempt.
Prices:
FOB Factory.
Orders:
All orders shall be in writing by purchase order, contract, or similar document made out to PlayCore Wisconsin Inc., dba GameTime.
Standard GameTime equipment orders over $100,000 may require a deposit of 25% at the time of order and an additional 25% at or before order ships Standard orders with equipment, installation and surfacing are requested to be split billed.
Equipment, Taxes & Freight as noted above
Installation and Surfacing billed as completed and Due Upon Receipt.
Terms:
Cash With Order Discount (CWO): Orders for GameTime equipment paid in full at time of order via check, Electronic Funds Transfer (ACH or wire) are eligible for a three percent (3%) cash with order discount.
Payment via credit card: If you elect to pay by credit card, GameTime charges a 2.50% processing fee that is assessed on the amount of your payment. This fee is shown as a separate line item and included in the total amount charged to your credit card. You have the option to pay by check, ACH or Wire without any additional fees.
Credit terms are Net 30 days, subject to approval by the GameTime Credit Manager. A completed credit application must be submitted and approved prior to the order being received. Please allow at minimum 2 days for the credit review process. GameTime may also require:
Completed Project Information Sheet (if applicable)
Copies of Payment and Performance Bonds (if applicable) A 1.5% per month finance charge will be imposed on all past due invoices.
Retainage not accepted.
Orders under $5,000 require payment with order.
DIR# 1000015526 CSLB#855664
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
03/21/2023
Quote #
104761-01-06
Charles Helmers Elementary School Inclusive Playground Option 9
INSTALLATION CONDITIONS:
ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.
STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process. Once equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted on the quotation.
FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional labor or materials cost.
UTILITIES: Owner is responsible for locating any private utilities.
ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated in this quotation. If additional site work or specialized equipment is required, pricing is subject to change.
ACCEPTANCE OF QUOTATION:
Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.
Purchase Amount: $796,020.66 Date: _______________________________
________________________________________________________________ Signature
Please fill out this ORDER FORM, this is required to process the order.
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
03/21/2023
Quote #
104761-01-06
Charles Helmers Elementary School Inclusive Playground Option 9
EXHIBIT C
SCHEDULE FOR DISTRICT EXCLUSIVE SITE USE
I. The District and its authorized representatives shall have the sole and exclusive right to use and occupy the Improvement on the dates and times below:
A. Monday – Friday: 8:00am to 3:00pm, during regular, 180 day school schedule; excluding school holidays, breaks and non- pupil days. School calendar is po sted at www.saugususd.org each school year.
B. During special school activities to be determined by the District, including open house nights and back to school night. The dates and time of these events will be provided to the City in advance.