GRANT AGREEMENT AND PERMIT TO ENTER Between People of Parkside Sunset and San Francisco Recreation and Park Department (dated August 13, 2014 for reference purposes) WHEREAS, The Recreation and Park Department ("Department" or RPD ) operates and maintains real property owned by the City and County of San Francisco ("City") between 22 nd and 24 th Avenues, and Taraval and Santiago Streets, commonly known as McCoppin Square ( Park ),as shown in Exhibit A; and WHEREAS, People of Parkside Sunset ( POPS ) is an organization that promotes local businesses and quality of life on the Taraval Street corridor, including organizing special events such as outdoor movie screenings in McCoppin Square; and WHEREAS, POPS was awarded a $15,000 grant through the Mayor s Office of Economic and Workforce Development s Invest in Neighborhoods Initiative to upgrade the electrical infrastructure at McCoppin Square to facilitate the outdoor movie screenings; and WHEREAS, POPS proposes to give the Department a grant-in-place, using their funding from the Invest in Neighborhoods Initiative, to upgrade the electrical system at McCoppin Square by installing new electrical outlets at the Park for use during the movie screenings and other events ( the Grant ); and WHEREAS, RPD and POPS have developed a scope of work for the Grant and the Department has reviewed and approved the scope of work set forth in Exhibit B ( the Electrical Upgrade ); and WHEREAS, On September 18, 2014, the Recreation and Park Commission approved this Agreement and accepted the Grant from POPS. Now, therefore, it is agreed as follows: Subject to and contingent upon approval by the Recreation and Park Commission, the Department accepts the Grant from POPS and grants POPS permission to perform the Electrical Upgrade subject to the following conditions: 1. Costs. POPS shall be responsible for all costs or expenses of any kind or nature in connection with the Electrical Upgrade. 2. Contractors. POPS may select a contractor or contractors ( Contractors ) of its choice to perform all services relating to the Electrical Upgrade. POPS will fund all costs associated with its contracts or subcontracts for construction management and contractor s work, and all costs associated with the acquisition of all materials and supplies necessary for the contractor to perform its work. POPS will be fully responsible for all payments to all consultants, contractors and subcontractors retained by it and performing work related to the Electrical Upgrade at no cost to the City. 1
3. Permission to Enter. The Department confers to POPS and its Contractors a revocable, personal, unassignable, non-exclusive and non-possessory privilege to enter upon and use the real property owned by City known as McCoppin Square for the limited purpose of conducting the Electrical Upgrade as set forth in Exhibit B subject to the terms, conditions and restrictions set forth below. This Agreement gives POPS and its Contractors a license only, revocable at any time at the will of City, and notwithstanding anything to the contrary herein, this Agreement does not constitute a grant by the City of any ownership, leasehold, easement or other property interest or estate whatsoever in the McCoppin Square, or any portion thereof. 4. Scope of Work/Timeline. POPS and its Contractors will perform the Electrical Upgrade in general accordance with the document titled, A.S.F. Electric, Inc. Proposal, dated August 1, 2014, Bid # 34400413.2, attached hereto as Exhibit B, including any changes or modifications thereto agreed to by the Parties. POPS and the Department will create a timeline for the Electrical Upgrade. Following the Department s approval of the final Electrical Upgrade plan and timeline, POPS will execute the Electrical Upgrade in accordance with the approved timeline and plan. 5. Contractor/Installation Requirements. POPS and its Contractors may conduct the Electrical Upgrade only upon satisfaction of the following conditions, which are for the sole benefit of the City. POPS, its Contractors, and all other entities or individuals providing services for the Electrical Upgrade shall comply with the following requirements and require any such other contractors or agents it procures for the Electrical Upgrade to comply with the following requirements in performing work at the Park: a. Permits. Ensure that any and all improvements to the Park comply with all applicable laws, statutes, ordinances and governmental rules and regulations, including but not limited to all federal and state laws governing disability access. Before beginning any work, POPS and its Contractors shall obtain all permits, licenses and approvals that may be required by any regulatory agency to commence and complete the Electrical Upgrade. b. Signage. Maintain for the duration of the Electrical Upgrade informational signs and/or banners in the Park to be posted by the Department alerting the public to the date and time the Electrical Upgrade will take place; c. Safety. Work with RPD to implement appropriate measures to ensure public safety while working in the Park, including, but not limited to, erecting safety barriers and caution signage and/or tape. d. Prevailing Wage. Pay its employees any prevailing rate of wage that may be applicable for the craft or classification of work performed. e. OSHA. Adhere to Occupational Safety & Health Administration standards related to landscape contractor and general engineering services. 2
f. Restoration of Area. Immediately following completion of the Electrical Upgrade, remove all debris and any excess dirt to the satisfaction of the Department. g. Delivery of Improvements. Perform the Electrical Upgrade properly and expeditiously, consistent with such professional skill, care and diligence as are exercised by a competent professional in the commensurate field with experience in the design, construction and administration of such projects of a comparable kind and scope to this project in the San Francisco area. POPS and its Contractors shall use, and shall cause their agents to use, due care at all times to avoid any damage or harm to City's property and to native vegetation and natural attributes of the Park. POPS and its Contractors shall not do anything about the Park that will cause damage to any of City's property. If any portion of the Park or any property of City located on or about the Park is damaged by any of the activities conducted by POPS, its Contractors, or its agents hereunder, POPS shall immediately, at their sole cost, repair any and all such damage and restore the area or property to its previous condition. 6. Insurance. POPS agrees to require that all Contractors it selects to perform work on the Electrical Upgrade maintain in force, during the full Term of the Electrical Upgrade, insurance in the following amounts and coverages: a. Workers Compensation, in statutory amounts, with Employers Liability Limits not less than $1,000,000 each accident, injury, or illness; and b. Commercial General Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Contractual Liability, Personal Injury, Products and Completed Operations; and c. Commercial Automobile Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, Non-Owned and Hired auto coverage, as applicable. d. Commercial General Liability and Commercial Automobile Liability Insurance policies must be endorsed to name as Additional Insured the City and County of San Francisco, its Officers, Agents, and Employees and to provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Agreement, and that insurance applies separately to each insured against whom claim is made or suit is brought. e. Regarding Workers Compensation, POPS and its Contractors hereby agree to waive subrogation which any insurer of POPS and its Contractors may acquire from POPS and its Contractors by virtue of the payment of any loss. POPS and its Contractors agree to obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors. 3
f. Before commencing any operations under this Agreement, Contractors shall furnish to City certificates of insurance and additional insured policy endorsements with insurers with ratings comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above. Compliance with the provisions of this Section 6 shall in no way relieve or decrease the indemnification obligations under this Agreement or any of the other obligations hereunder. 7. Indemnification. To the fullest extent permitted by law, POPS shall indemnify and save harmless City and its officers, agents and employees from, and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of POPS and its Contractors or loss of or damage to property, arising directly or indirectly from POPS and its Contractors performance of this Agreement, including, but not limited to, POPS and its Contractors use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on POPS, its subcontractors or either s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and City s costs of investigating any claims against the City. POPS shall indemnify and hold City harmless from all loss and liability, including attorneys fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. The obligations set forth in this section shall survive termination of this Agreement. 8. Public Relations. RPD and POPS shall use good faith efforts to cooperate on matters of public relations and media responses related to the Project. The Parties shall also use good faith efforts to cooperate with any inquiry by the other Party or by the public in regard to this Agreement. This Agreement, and any report or memorandum between the Parties, shall be subject to the disclosure requirements of the City's Sunshine Ordinance and the California Public Records Act. Any response to an inquiry by a news or community organization to RPD or POPS in reference to the Project shall include a recommendation to contact the other Party. Neither POPS nor RPD shall issue a press release in regard to this Agreement without providing prior notice to the other party. All media contacts to RPD will be directed to the Director of Policy and Public Affairs at the address provided for RPD in Section 13 below. All media contacts to POPS will be directed to Albert Chow at the address provided for in Section 13 below. 4
At a time and in a format to be determined by the Parties, RPD POPS may hold at least one joint public event. At any such event, the Parties shall participate on an equal basis. If RPD or POPS holds any other event solely or largely dedicated to the Project, the Parties shall, as time permits, notify the other Party and allow that Party to participate on an equal basis. Materials and collateral for the Project shall be approved by RPD and POPS. Nothing in this Agreement shall prohibit RPD or POPS from discussing this Agreement in response to inquiries from the public or the press. 9. Amendments. The Parties may enter into additions, amendments, or other modifications to this Agreement (including, without limitation, preparation and attachment of any or all of the exhibits) that the Recreation and Park Department s General Manager, in consultation with the City Attorney, determines are in the best interest of the City, do not materially decrease the benefits of the Agreement to the City, do not materially increase the obligations or liabilities of the City, do not authorize the performance of any activities without pursuing all required regulatory and environmental review and approvals, and are necessary or advisable to complete the transactions which the Agreement contemplate and effectuate the purpose and interest of this Agreement. Any other additions, amendments or modifications require approval by the Recreation and Park Commission. 10. Termination. The Department may terminate this Agreement and the Electrical Upgrade to be performed by POPS or any other entity associated with the Grant or the Electrical Upgrade project for any reason and without cause, upon not less than seven (7) days written notice to POPS. 11. Final Acceptance. Upon notice from POPS that (a) the improvements undertaken by POPS and its Contractors are complete in accordance with the approved scope of work attached as Exhibit A, and (b) POPS has obtained all necessary regulatory approvals, and upon submission to the City of the waivers and releases from all contractors and sub contractors and assignments required under this Agreement, RPD shall, within 3 days of such notice, perform a final inspection of the Property. Upon RPD s inspection and decision to accept the improvements, RPD will, no later than seven (7) days from such decision to accept the work, prepare a letter of final acceptance (the Acceptance Letter ) addressed to POPS. Upon receipt of the Acceptance Letter, POPS and its Contractors shall immediately remove all of their property including but not limited to tools, equipment and debris from the Property and shall repair, at POPS s cost, any damage to the Property caused by such removal or caused by construction activities on the Property as permitted hereunder and shall restore the Property to its condition prior to construction of the improvements undertaken by POPS. Prior to delivery of the Acceptance Letter to POPS, the improvements shall not be open to the public. 12. Miscellaneous. a. This Agreement may be amended or modified only in writing signed by POPS and the Department. b. This Agreement (including the Exhibits hereto, which are incorporated herein by reference) contains the entire understanding between the Parties as of the date of this Agreement, and all prior written or oral negotiations, discussions, understandings and agreements are merged herein. c. All actions described herein including but not limited to the performance of the Electrical Upgrade as permitted herein, are subject to and must be conducted and 5
accomplished in accordance with the applicable requirements of the City s charter, its municipal code and applicable state and federal laws, building codes and regulations. d. Except as expressly provided to the contrary, all approvals, consents and determinations to be made by the City hereunder may be made by the General Manager of RPD or his or her designee in his or her sole and absolute discretion. e. This Agreement is for the benefit of the City only and there are no third party beneficiaries. 13. Contacts/Notices: SF Recreation and Park Department: Partnerships Division, McLaren Lodge in Golden Gate Park, 501 Stanyan Street San Francisco, CA 94117 PEOPLE OF PARKSIDE SUNSET Albert Chow, Secretary People of Parkside Sunset 945 Taraval Street #350 San Francisco, CA 94116 SF RECREATION AND PARK DEPARTMENT Philip A. Ginsburg, General Manager SF Recreation & Park Department 501 Stanyan Street San Francisco, CA 94117 (415) 831-2700 Sarah Ballard Director of Policy and Public Affairs Recreation & Park Department 501 Stanyan Street San Francisco, CA 94117 (415) 831-2740 with a copy to: Julia Friedlander Deputy City Attorney Office of the City Attorney, General Government Team City and County of San Francisco City Hall, Room 234 1 Dr. Carlton B. Goodlett Place San Francisco, CA 94102 Approvals: Albert Chow Date Phil Ginsburg Date 6
Secretary General Manager People of Parkside Sunset Recreation and Park Department 945 Taraval Street #350 501 Stanyan Street San Francisco, CA 94116 San Francisco, CA 94117 Attachments: Exhibit A: Exhibit B: Site Map A.S.F. Electric, Inc. Proposal 7