MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF REDONDO BEACH AND THE REDONDO BEACH CHAMBER OF COMMERCE COMMUNITY FOUNDATION

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1 MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF REDONDO BEACH AND THE REDONDO BEACH CHAMBER OF COMMERCE COMMUNITY FOUNDATION THIS MEMORANDUM OF UNDERSTANDING (this "Memorandum") is made between the City of Redondo Beach ("City") and the Redondo Beach Chamber of Commerce Community Foundation, a California Nonprofit Corporation ("Foundation") on behalf of the "Leadership Redondo Class of 2014". The parties hereby agree as follows: 1. Description of Project. The "Project" shall be completed at the City Main Library ("Main Library") and the City North Branch Library ("North Branch Library") located at 303 North Pacific Coast Hwy, Redondo Beach, CA and 2000 Artesia Blvd, Redondo Beach, CA 90278, respectively. Foundation shall perform the following tasks to complete this "Project". a. Murals. Recruit a volunteer ("Mural Artist") from the Leadership Class of 2014 to paint murals at both branches and include the following components within the murals. i. Feature children's classical literary characters to create a "sanctuary of imagination" focal point. ii. Provide free hand sketches of the characters without the use of projections. iii. Artistically interpret characters, and not directly copy or replicate any copyright protected characters. iv. Paint using the trompe l'oeil technique. v. Incorporate forest/tree and sea themes at both branches. vi. Incorporate two highly visible signs with painted letters stating (1) "Dedicated to John Parsons" and (2) "Children's Library Dedicated to John Parsons". vii. List names of Project donors to recognize the individuals. The murals shall be located on (1) the back walls of the Storybook Room and Children's Area at the North Branch and (2) the south wall and entrance to the Children's Area at the Main Library. b Furniture, Games, and Equipment. Provide and re-upholster furniture, and provide educational games as follows. i. Re-upholster 64 chairs at the Main Library. ii. Provide one 9x12 (approximately) rug at each branch (two rugs in total). 1.

2 iii. Provide two Cozy Woodland Contour Love Seats at each branch (four love seats in total). iv. Provide two Bean Bag Chairs at each branch (four in total). v. Provide one Cozy Woodland 114 Circle Table at each branch (two tables in total). vi. Provide educational games at each branch. vii. Provide three AWE Educational computers ("AWE Computer") with a three year warranty two AWE Computers at the Main Library and one AWE Computer at the North Branch Library. 2 Estimated Funds Available to Complete Proiect. Leadership Redondo Class of 2014 estimates the funds available to complete the Project at $29, The estimate of the Project cost is attached as Exhibit "A" and incorporated by this reference. 3. Obligations of the Foundation. Foundation shall perform the following duties. a. Bank Account. Open a bank account ("Project Account') at an institution insured by the Federal Deposit Insurance Corporation ("FDIC") in California. The designated purpose of the Project Account shall be for the deposit of all monies donated for this Project. b. Materials. Ensure the materials meet general "greening" guidelines, including refurbishing furniture and recovering chairs instead of discarding and donating chairs, and using volatile organic compounds ("VOC") free or low VOC paints. c. Project Bidding. Conduct bidding for all material, supplies, and equipment. In order to achieve compliance with applicable codes and regulations, the City Manager or his designee shall have the right to approve Foundation's choice of contractor and may, in his sole and absolute discretion, withhold such approval. Foundation agrees to utilize all funds raised by Leadership Redondo Class of 2014 to offset the cost of this Project. Foundation agrees to consult with City throughout the planning and implementation of the Project. Foundation further agrees to do the following. i. Meet Leadership Redondo Steering Committee approval. ii. Meet proper levels of City, Public Arts Commission and Library Commission approval. iii. Ensure the work shall be conducted with the least amount of disruption possible. iv. Incorporate insurance and indemnification language satisfactory to City into any agreement prior to entering an agreement with contractor. 2

3 d. Confirmation of Monies. Foundation shall not be obligated to solicit or enter into any agreement or otherwise commence work on the Project until the Foundation has deposited $29, or such amount constituting 100% of the total fundraising commitment of the Foundation into the Project account as established in Section 2 above. This amount may be adjusted by mutual agreement of the Foundation and City in the event the estimated Project costs are revised due to any change in circumstances after the date of this Memorandum. If either: (i) the fundraising commitment set forth in Section 2 is not deposited into the Project account on or before August 18, 2015, or (ii) the estimated Project costs are revised to exceed the amount described in Section 2, and City and Foundation cannot mutually agree upon the allocation of those additional costs between them, City shall have the right to terminate this Memorandum. Upon any such termination, Foundation shall return all unused funds held in the Project account to the donors, as applicable. If there are excess funds remaining after the completion of the Project, City and Foundation shall mutually agree upon additions and/or enhancements to the Project in writing. As of the date of this Memorandum, the Foundation has raised $32, for this Project. 4. Obligations of City. City shall conduct all project management, scheduling and oversight for the Project in cooperation with Foundation. City shall have the sole discretion in determining the times and days the Mural Artist may work on the mural(s). The schedule shall be as follows. Task Completion Date Complete and Add Sign September 30, 2015 Complete Murals, Order Furniture, Games, and Equipment September 30, 2015 Project Completion September 30, 2015 Dedication Ceremony October 16-18, 2015 Notwithstanding the foregoing, the schedule may be amended by the City in its sole discretion. 5. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics, or other materials prepared for or obtained pursuant to this Memorandum shall upon request of City within a reasonable time, and the rights thereto shall be deemed assigned to City. Upon completion, the Project shall become the exclusive property of City. 3

4 6. Records. Foundation shall maintain full and complete documents and records, including accounting records and correspondence pertaining to the project or services described herein. Foundation shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after completion of this Project. Copies of all pertinent reports and correspondence shall be furnished to the City for its files. 7 Conflict of Interest. Foundation acknowledges, represents and warrants that Foundation shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Memorandum. Foundation further acknowledges, represents and warrants that Foundation has no business relationship or arrangement of any kind with any City official or employee with respect to this Memorandum. 8. No Compensation. Foundation shall not receive any compensation for the fundraising efforts described in this Memorandum. 9. Guidelines for Public Private Partnerships. Unless otherwise specifically stated in this Memorandum, the City and Donor further agree to comply with the City's "Guidelines for Public Private Partnerships" as set forth in City Council Resolution No. CC Termination. In addition to the termination rights described in Section 4(d), either party may terminate the Memorandum if the other party materially breaches any term or condition of the Memorandum and fails to remedy such breach within thirty (30) days after written notice of such breach is received by the breaching party. The termination notice shall specify in reasonable detail how the Memorandum has been breached. As of the date of termination, the City's and Foundation's obligation under this Memorandum shall cease. 11. Indemnification. Foundation agrees to indemnify, defend and hold harmless the City, and its officers, its elected and appointed officials, employees, volunteers, agents, and assigns through legal counsel reasonably acceptable to the City, from and against any and all claims, losses, demands and expenses, including but not limited to, attorney's fees and costs of litigation, on account of bodily injury, including death, or property damage arising out of or in any way connected to Foundation's performance under this Memorandum. 12. Insurance. Foundation shall comply with the requirements set forth in Exhibit "B". Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Memorandum. 4

5 13. Independent Contractor. Foundation represents and warrants that it is not an employee, volunteer or worker are acting as regular or temporary employee, joint venturer, partner, officer or agent of City. Foundation is an independent contractor with respect to this Memorandum. 14. Compliance with Laws. Foundation 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 Memorandum, including without limitation, all environmental laws, employment laws, non-discrimination laws and prevailing wages laws. 15. Non-Liability of Officials and Employees of City. No official or employee of City shall be personally liable for any default or liability under this Memorandum. 16. Amendment. This Memorandum may be amended or modified only by a subsequent written instrument executed by all parties. 17. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. 18. Integration. This Memorandum constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement. 19. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Memorandum and those of any exhibit or attachment hereto, this Memorandum shall prevail. 20. Confidentiality. To the extent permissible under law, Foundation shall keep confidential its obligations hereunder and the information acquired during the performance of the Project. 21. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference. 22. Interpretation. Foundation acknowledges that they have had ample opportunity to seek legal advice with respect to the negotiation of this Memorandum. This Memorandum shall be interpreted as if drafted by all parties. 23. Severance. Any provision of this Memorandum that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Memorandum shall remain enforceable to the fullest extent permitted by law. 5

6 24. Governing Law and Venue. This Memorandum 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. 25. Attorneys Fees. In the event either party to this Memorandum brings any action to enforce or interpret this Memorandum, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs. This provision shall survive the termination of this Memorandum. 26. Claims. Any claim by Foundation against City hereunder shall be subject to Government Code 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action. 27. Notices. All notices, requests, demands, and other communications which are required or permitted to be given under this Memorandum shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, returned receipt requested, postage prepaid, as follows. City: City of Redondo Community Services Department 1922 Artesia Blvd. Redondo Beach, CA Foundation: Redondo Beach Chamber Of Commerce Community Foundation 119 West Torrance Blvd #2 Redondo Beach, CA Authority. City warrants and represents that upon City Council approval, the Mayor of City of Redondo Beach is duly authorized to enter into and execute this Memorandum on behalf of City. The party signing on behalf of Foundation warrant and represent that he or she is duly authorized to enter into and execute this Memorandum on behalf of Foundation, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Memorandum on behalf of Foundation. 6

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8 IN WITNESS WHEREOF, the parties have executed this Memorandum in Redondo Beach, California, as of this 18th day of August, CITY OF REDONDO BEACH REDONDO BEACH CHAMBER OF COMMERCE COMMUNITY FOUNDATION By: //,\ LIZ %a Mayor Name: vi y., Zef Title: acc ATTEST: APPROVED: City Clerk Risk Manager APPROVED AS TO FORM: City Attorney' s Office 8

9 EXHIBIT "A" ESTIMATE OF PROJECT COSTS The estimate of the Project cost is attached.

10 Leadership Redondo Class of 2014 Adjusted Budget Parsons Project for Kids (updated August 7, 2015) Liquitex Acrylic Paints (various colors) Water-based UV Matte Varnish Assorted Fine Art Brushes Paint Pads/Sponges Industrial ladder (OSHA rated) (4) Step Stools (ANSI III rated) (6) Drop Cloths (packs of 6) Magnetic/Chalk Paint (for front desk) Caution Tape (3 or 4) Painters Tape (3 or 4) Chalk Pastels Original Est. $2, $ $ $ $1, $ $ $ $30.00 $30.00 $50.00 Adjusted $ $ $1, $ $ $ $50.00 Notes Adjusted for donated paints: Supreme Paint In-kind donation: Supreme Paint In-kind donation: Supreme Paint In-kind donation: Supreme Paint In-kind donation: Supreme Paint Subtotal 20% cushion - unforeseen expenses $5, $ $4, $ Total $6, $ Fundraising Events (January - August) Dedication Ceremony (September/October) Fundraiser Envelopes Website hosting/domain name PayPal Fees $2, , $ $ $1, $ $ Subtotal 20% cushion - unforeseen expenses $3, $ $3, $ Total $3, $4, FUNDING MILESTONE 1 59, Re-upholster chairs (64) $6, $ 3, Rugs (qty 2: lmaintl north) 9x12 approx $1, $ Educational Games (12/branch) $1, $ Partial In-kind donation: Mattel Cozy Woodland Contour Love Seats (qty 4; 2main/2no $1, $ 990,96 Bean bag chairs (qty 4; 2/2) $ $ Cozy Woodland 1/4 Circle "table" (qty 2; 1main/1north) $ Subtotal 20% cushion - unforeseen expenses $10, $2, $7, $1, Total $12, $9, FUNDING MILESTONE 2 $18,708.25j AWE Educational computers (2main/1 north, includes 3 year warranty) $9, $9, Subtotal 20% cushion - unforeseen expenses Total $9, $1, $10, $9, $1, $10, FUNDING MILESTONE 3 529, Total $33, $29, Total Donations Received (to date): $ 32, Donations vs. Budget Difference (+1-) $ 3, 'Barring any additional project expenses, any additional funds raised by the Class for this Leadership Project will be reinvested back into the project which may include but is not limited to purchasing additional furnishings and/or educational games or applied towards community event for project unveiling,

11 EXHIBIT "B" INSURANCE REQUIREMENTS Without limiting Foundation's indemnification obligations under this Agreement, Foundation 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 Foundation, 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 Foundation 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 Foundation shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 10

12 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 Foundation. General liability coverage can be provided in the form of an endorsement to the Foundation'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 Foundation. For any claims related to this project, the Foundation'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 Foundation'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 Foundation'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 Foundation 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 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 11

13 insurance policies, including endorsements effecting the coverage required by these specifications at any time. Subcontractors Foundation 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 Foundation 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. 12