HomeMy WebLinkAboutREGENTS OF THE UNVERSITY OF CALIFORNIA, THE, IRVINE SCHOOL OF EDUCATIONINSURANCE ON FILE
WORT( MAY PROCEED
UNTIL INSURANCE EXPIRES
GT t}x
CITY CLERK
DATE:
I�RCSA(�� lR V)
cjiv�ttlll^�(� �
o This Agreement is made and entered into this 18th day of April, 2023 by and between The
Regents of the University of California, on behalf of its Irvine Campus School of Education ("UCI")
and the City of Santa Ana, a charter city and Municipal Corporation organized and existing under the
Constitution and laws of the State of California ("City").
A-2023-080
DONATION AGREEMENT WITH UNIVERSITY OF CALIFORNIA, IRVINE
SCHOOL OF EDUCATION FOR STEM LEARNING ACTIVITIES AND
EXPERIENCES IN MADISON PARK AND ANGELS COMMUNITY PARK
RECITALS
A. The University of California, Irvine School of Education's STEM Learning Lab research
team reimagines public park spaces with Science, Technology, Engineering, and Mathematics (STEM)
learning activities and experiences.
B. STEM -focused amenities such as Parkopolis, Fraction Ball, Number Ball, Loteria, and
How Tall Am I aim to promote STEM learning opportunities.
C. These STEM -focused amenities will be donated to City and installed by UCI at no cost to
City.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to
the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
UCI shall furnish, at its own expense, all labor, materials, equipment, supplies and other items
and services necessary to install Parkopolis, Fraction Ball, and Number Ball at Madison Park and
Loteria and How Tall Am I at Angels Community Park by June 1, 2023 or other date as mutually
agreed upon by the parties in a signed writing. City grants UCI the right to enter its property for the
purpose of installation.
2. COMPENSATION
City agrees to accept services to be provided above and UCI agrees to provide services and
materials free of charge to the City. This Agreement does not contemplate the payment of monies to
UCI on the part of the City.
01005t.111132V
This Agreement shall commence on the date stated above and terminate on December 31, 2023,
unless terminated earlier in accordance with Section 12, below.
4. INDEPENDENT CONTRACTOR
UCI shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
Page I of 7
discretion or control over the professional manner in which UCI performs the services which are the
subject matter of this Agreement; however, the services to be provided by UCI shall be provided in a
manner consistent with all applicable standards and regulations governing such services. UCI shall pay
all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes
relating to employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
UCI shall provide to the City proof of insurance prior to undertaking performance of work
under this Agreement. UCI shall maintain and shall require its subcontractors, if any, to obtain and
maintain insurance as described below:
a. Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location (ISO
CG 25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
(2) Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or
if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9),
with a limit no less than $1,000,000 per accident for bodily injury and property
damage.
(3) Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease.
(4) Broader Coverage: if the Contractor maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled to the
broader coverage and/or the higher limits maintained by the Contractor. Any
available insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to the City.
Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with respect
to liability arising out of work or operations performed by or on behalf of the
Contractor including materials, parts, or equipment furnished in connection with
such work or operations. General liability coverage can be provided in the form of
an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20
10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG
20 33, or CG 20 38; and CG 2037 if a later edition is used).
Page 2 of 7
(2) Primary Coverage: For any claims related to this contract, the Contractor's
insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04
13 as respects the City, its officers, 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.
(3) Notice of Cancellation: Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
(4) Self -Insured Retentions: Self -insured retentions must be declared to and approved
by the City. The City may require the Contractor to purchase coverage with a lower
retention or provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention. The policy language
shall provide, or be endorsed to provide, that the self -insured retention may be
satisfied by either the named insured or City.
(5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than
A:VII, unless otherwise acceptable to the City.
(6) Claims Made Policies: If any of the required policies provide claims -made
coverage:
The retroactive date must be shown, and must be before the date of the
contract or beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of contract work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the contract
effective date, the Contractor must purchase "extending reporting" coverage
for a minimum of five (5) years after completion of work.
(7) Verification of Coverage: Contractor shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or copies
of the applicable policy language effecting coverage requiredby this clause) and a
copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy
endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Contractor's obligation to
provide them.
Page 3 of 7
The City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at any
time.
(8) Subcontractors: Contractor shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Contractor shall ensure
that City is an additional insured on insurance required from subcontractors.
(9) Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
6. INDEMNIFICATION
IJCI shall defend, indemnify and hold City, its officers, employees and agents harmless from
and against any and all liability, loss, expense (including reasonable attorney's fee), or claims for
injury or damages arising out of the performance of this Agreement but only in proportion to and to the
extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or
result from the negligent or intentional acts or omissions of UCI, its officers, employees or agents.
CONFIDENTIALITY
If UCI receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, UCI agrees that it shall not use or disclose
such information except in the performance of this Agreement, and further agrees to exercise the same
degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information" shall be clearly marked "Confidential Information."
Confidential information includes not only written information, but also information transferred orally
and reduced to writing, visually, electronically, or by other means. Confidential information disclosed
to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The
foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been
disclosed in publicly available sources; (b) is, through no fault of UCI disclosed in a publicly available
source; (c) is in rightful possession of UCI without an obligation of confidentiality; (d) is required to
be disclosed by operation of law; or (e) is independently developed by UCI without reference to
information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
UCI covenants that it presently has no interests and shall not have interests, direct or indirect,
which would conflict in any manner with performance of services specified under this Agreement.
9. 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 or
Page 4 of 7
certified mail, postage prepaid, or sent by facsimile 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
Copies to: Parks, Recreation & Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
Santa Ana, California 92702
Fax: 714-571-4221
To UCI: University of California Irvine
Attn: Erika Blossom, Senior Ancillary Agreements Officer
160 Aldrich
Irvine, CA 92697-7600
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent
by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state,
County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and UCI
regarding the subject matter herein, and supersedes any and all other agreements, oral or written,
between the parties. In the event of a conflict between the terms of this Agreement and any
attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified
except by written instrument signed by the City and by an authorized representative of UCI. The
parties agree that any terms or conditions of any purchase order or other instrument that are
inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate UCI nor
the City. Each party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein.
Page 5 of 7
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of UCI, UCI may not
assign, transfer, delegate, or subcontract any interest herein, except as already specified in this
Agreement, without the prior written consent of the City and any such assignment, transfer, delegation
or subcontract without the City's prior written consent shall be considered null and void. Nothing in
this Agreement shall be construed to limit the City's ability to have any of the services, which are the
subject to this Agreement performed by City personnel or by other contractors retained by City.
12. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days written notice of
termination.
13. NON-DISCRIMINATION
UCI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
military and veteran status, 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. UCI affirm that it is an equal opportunity employer and shall comply
with all applicable federal, state, and local laws and regulations.
14. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that Orange
County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
UCI shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required
by the laws and regulations of the United States, the State of California, the City of Santa Ana and all
other governmental agencies, including without limitation, the California Bureau of Security and
Investigative Services. UCI shall notify the City immediately and in writing of its inability to obtain or
maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
Page 6 of 7
A-2023-080
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in
the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST: CITY OF SANTA ANA
aenifer / Kristine Ridge
y lerk City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
randon Salvatierra
Deputy City Attorney
AL: UNIVERSITY OF CALIFORNIA IRVINE:
Ul�ea¢BhL
Hawk Scott Erika Blossom
Executive for of P51r , Recreation & Senior Ancillary Agreements Officer
Page 7 of 7
Garcia, Stephanie
From: City of Santa Ana <certificate-request@ctrax.jdidata.com>
Sent: Wednesday, June 14, 2023 8:27 AM
To: Garcia, Stephanie; asbustam@uci.edu; erika.blossom@uci.edu; Sepulveda, Maria;
Aguilera, Rosalva; RiskServices@ucop.edu; sdemoor@hs.uci.edu; stephan6@hs.uci.edu
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor The Regents of the University of California
Name:
Project TBD (068)
Number:
Project Donation Agreement With University Of California, Irvine School Of
Name: Education For STEM Learning Activities And Experiences In Madison
Park And Angels Community Park
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME
NUMBER DATE
The Regents of the
U n ive rs ity of
AUTOMOBILE LIABILITY SELFINSURED 07/01/2023 02/24/2023 California COI Exp
7-1-23
R M D07192022. pdf
The Regents of the
University of
GENERAL LIABILITY SELFINSURED 07/01/2023 02/24/2023 California COI Exp
7-1-23
R M D07192022. pdf
The Regents of the
WORKERS COMPENSATION AND EMPLOYERS' University of
LIABILITY SELFINSURED 07/01/2023 02/24/2023 California COI Exp
7-1-23
R M D07192022. pdf
1
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
The Regents of the University of California
Name:
Project
A-2023-080 (068)
Number:
Donation Agreement With University Of California, Irvine
Project
School Of Education For STEM Learning Activities And
Name:
Experiences In Madison Park And Angels Community Park
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATION
TYPE OF INSURANCE COI DATE FILE NAME
NUMBER DATE
UC Generic Cert of
AUTOMOBILE LIABILITY SELFINSURED 07/01/2024 07/17/2023 Self-Ins 2023-
2024.pdf
UC Generic Cert of
GENERAL LIABILITY SELFINSURED 07/01/2024 07/17/2023 Self-Ins 2023-
2024.pdf
UC Generic Cert of
WORKERS COMPENSATION AND
SELFINSURED 07/01/2024 07/17/2023 Self-Ins 2023-
EMPLOYERS' LIABILITY
2024.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
7/17/2023 8:00 PM