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CS Use Falkirk Greenhouse; University of CaliforniaAGREEEMENT FOR THE USE OF FALKIRK GREENHOUSE AND GROUNDS This Agreement (hereinafter "Agreement") is made and entered into this 1st day of April, 2017, by and between the City of San Rafael, a charter city (hereinafter "CITY") and The Regents of the University of California (hereinafter "UNIVERSITY). RECITALS WHEREAS, the CITY owns that certain property identified as 1408 Mission (AP No. 011-131- 05) (hereinafter "Falkirk Property") that contains the Falkirk Cultural Center ("Falkirk Center"), the Falkirk Greenhouse ("Greenhouse"), and the lawn, gardens, driveways and other grounds existing around the Falkirk Center and Greenhouse ("Grounds"); and WHEREAS, the UNIVERSITY operates the University of California Cooperative Extension in Marin ("UCCE MARIN") to provide educational, research, financial and other support for agricultural related activities within the County of Marin, including its cities; and WHEREAS, in 2002 the UNIVERSITY through the UCCE MARIN Master Gardener Program provided assistance to the CITY for the Greenhouse renovation project, and subsequently has collaborated with the CITY on other projects on the Falkirk Property, including landscaping and maintaining specified areas of the Grounds, building and maintaining a "Greenhouse garden", and improving and utilizing the Greenhouse to propagate and grow plants for sale to the public and for use on the Grounds; and WHEREAS, the collaboration between and the CITY and the UNIVERSITY on projects on the Falkirk Property has been mutually beneficial; and WHEREAS, the CITY and the UNIVERSITY are mutually desirous of improving the Grounds, and the Greenhouse, and providing educational opportunities for the citizens of Marin County on the Falkirk Property; AGREEMENT FOR AND IN CONSIDERATION OF mutual promises, covenants and conditions hereinafter contained, the parties hereto agree as follows: UNIVERSITY RIGHTS OF USE. The UNIVERSITY through UCCE MARIN shall have the non-exclusive right (subject to the reasonable rights of access, maintenance, and use retained by the CITY) to use the Greenhouse, areas of the Grounds, a secure restroom , hereafter designated in writing by the CITY for UCCE MARIN's gardening projects and related organized activities such as preparing, planting and maintaining beds, plant sales, and community classes and lectures, during the hours of 9:00 a.m. to 1:00 p.m.. weekdays, provided that UCCE MARIN's scheduling of programs in the Greenhouse and Grounds during the foregoing time period shall be determined by mutual agreement between the CITY's Community Services Director and the UNIVERSITY. UCCE AGREEMENT FOR USE OF FALKIRK GREENHOUSE AND GROUNDS MARIN's use of the Greenhouse and Grounds at other times shall require the advance written approval of the CITY's Community Services Director or appointee. The UNIVERSITY may not engage in renovations, restoration, repairs, construction of facilities, or installation of signage, landscape or hardscape, without the express written approval of the CITY, after review and approval of the San Rafael Parks and Recreation Commission, where appropriate, in compliance with the Falkirk Grounds Masterplan, Historic Site designation, and in conformance with the CITY's goals and objectives for the Falkirk Property. 2. UNIVERSITY OBLIGATIONS. The UNIVERSITY, through UCCE MARIN and its management responsibility and supervisory authority over the UCCE Master Gardener Program and its volunteers, shall: a. Recruit, train, and supervise members of the organization in developing and maintaining demonstration gardens on designated areas of the Grounds. b. Design the Succulent, Mediterranean, Greenhouse Garden planting areas, and select and install appropriate plants and trees on designated areas of the Grounds. In addition, design and implement steps 2.c and 2.d for additional areas mutually agreed upon for use as educational gardens (i.e. fountain garden, urn and container gardens, kitchen garden and other potential areas). C. Prepare and install Succulent, Mediterranean, Greenhouse Garden signage, where and as approved by the CITY, to identify plant materials and their purposes. d. Maintain the Succulent, Mediterranean and Greenhouse Garden areas. e. Conduct a regular schedule of seminars and workshops for the public using the garden areas as educational tools, at times and places approved by the CITY. f. Abide by and follow all policies, procedures, rules and regulations set forth by the CITY for the administration and operation of the Falkirk Property. g. Consult with and inform the CITY's Falkirk staff regarding all matters concerning the organization and operation of the UCCE MARIN Master Gardener Program relevant to their activities at the Greenhouse and Grounds. 3. ADMINISTRATION. Each party shall identify an administrator who shall be responsible for administration of the Agreement on behalf of that party. The CITY's Community Services Director shall be the administrator of this Agreement on behalf of the CITY, unless the CITY designates another employee of the CITY to assume such administrative function. The UCCE MARIN's Director shall be the UNIVERSITY's administrator of this Agreement on behalf of the UNIVERSITY unless the UNIVERSITY designates another employee of the UNIVERSITY to assume such Page 2 of 5 AGREEMENT FOR USE OF FALKIRK GREENHOUSE AND GROUNDS administrative function. Notice of any party's change of its administrator shall be given to the other party within 5 business days of the change. 4. IMPROVEMENTS. All improvements made and any plants and trees installed by the UNIVERSITY through UCCE MARIN or otherwise to or upon the Greenhouse and Grounds shall belong to the CITY, and shall not be removed by the UNIVERSITY except with the approval of the CITY. INDEPENDENT CONTRACTOR. Each party shall perform its responsibilities and activities described herein as an independent contractor and not as an officer, agent, employee, or volunteer of the other party hereto. Each party shall be solely responsible for the acts and omissions of its officers, agents, and employees. Nothing herein shall be considered as creating a partnership or joint venture between the parties. 6. NONDISCRIMINATION. The CITY and UNIVERSITY agree, in accordance with CITY and UNIVERSITY policies, and applicable State and Federal laws, that in the performance of this Agreement, they shall not discriminate in any of their policies, procedures, or practices on the basis of race, color, national origin, religion, sex, physical or mental disability, medical condition (cancer -related or genetic characteristics), ancestry, marital status, age, sexual orientation, citizenship, or status as a covered veteran (special disabled veteran, Vietnam -era veteran, or any other veteran who served on active duty during a war on in a campaign or expedition for which a campaign badge has been authorized). To the extent applicable, and in accordance with applicable law, each party shall be an affirmative action/equal opportunity employer. 7. INSURANCE. The UNIVERSITY is self-insured for any liability created by the acts of its employees, agents or volunteers, and does not carry any liability insurance policies for such acts. UCCE certified Master Gardeners who have completed formal training, and who periodically are retrained, are considered formal volunteers or agents of UNIVERSITY, and therefore, are covered for their negligent acts or omissions by the UNIVERSITY's general liability self-insurance program while acting in the course and scope of their volunteerism for the UNIVERSITY. S. INDEMNIFICATION. The UNIVERSITY shall indemnify, defend and hold harmless the CITY, and its officers, employees, volunteers and agents from and against any and all liability, loss, expense (including reasonable attorney's fees) or claims for injury or damages to or by any person or to or by the UNIVERSITY's own agents, officers, employees and volunteers, arising out of the performance of this Agreement and/or the presence of the UNIVERSITY's officers, employees, and agents on the Falkirk Property, but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the UNIVERSITY, its officers, agents, or employees. The CITY shall indemnify, defend and hold harmless the UNIVERSITY, and its officers, employees, agents and volunteers from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages to or by any Page 3 of 5 AGREEMENT FOR USE OF FALKIRK GREENHOUSE AND GROUNDS person or to or by the CITY's own agents, officers, and employees, arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or resulting from the negligent or intentional acts or omissions of the CITY. its officers, agents, or employees. 9. TERM. The term of this Agreement shall commence as of the date first written above, and conclude ten (10) years thereafter, unless terminated prior thereto as provided in Paragraph 11 hereafter. 10. ENTIRE AGREEEMENT-AMENDMENTS. The terms and conditions of this Agreement represent the entire Agreement of the parties with respect to the subject matter of this Agreement. This Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CITY and UNIVERSITY. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. - The terns and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CITY and the UNIVERSITY, which shall require the approval of the City Council of the CITY. 11. TERMINATION. Either party may terminate this Agreement without cause by giving the other party sixty (60) days advance written notice of such termination. EITHER party may terminate this Agreement for cause by giving ten (10) days written notice to the other party, and upon the other party's failure to cure or correct the cause of the termination to the reasonable satisfaction of the party giving notice, within such ten (10) day time period. 12. ASSIGNABILITY. The UNIVERSITY agrees that it shall not assign or transfer any interest in this Agreement nor the performance of any of its obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: Page 4 of 5 AGREEMENT FOR USE OF FALKIRK GREENHOUSE AND GROUNDS To CITY: City of San Rafael Community Development Director Community Services Department 618 B Street San Rafael, CA 94901 To UNIVERSITY: UC Agriculture & Natural Resources ATTN: Ryan Harms, Controller's Office 1111 Franklin Street, 10`x' Floor Oakland, CA 94607 With a copy to: UCCE County Director University of California Cooperative Extension, Marin 1682 Novato Boulevard, Suite 150-B Novato, California 94947 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CITYnOF S Bv: Jim , City M Sc OATS Attest: / 41- - 57q— L G - 964/Z Esther Beirne, City Clerk Approved As To Form: Robert F. Epstein, CityA ttorne REGENTS 91F MD THE UNIVERSITY OF CALIFORNIA Bv: 5-A119 afs?6,6oNrr-OL&F—e Universityf California, Agriculture and Natural Resources ICooperative Extension Agre VActed: David .Lewis, UC Cooperative Extension, Marin County Page 5 of 5 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Services Project Manager: Debbie Younkin Extension: 3347 Contractor Name: The Regents of the University of California Contractor's Contact: David J. Lewis, UC Cooperative Extension, Marin County Contact's Email: djllewis@ucanr.edu ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) & attachments to City Click here to Atty c/o Laraine.Gittens@cityofsanrafael.org enter a date. ❑ 2 City Attorney a. Review, revise, and comment on draft agreement Click here to and return to Project Manager enter a date. ❑ b. Confirm insurance requirements, create Job on Click here to PINS, send PINS insurance notice to contractor enter a date. ❑ 3 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Click here to Date of Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement �/�ki 7 City Attorney Review and approve insurance in PINS, and bonds (e /1 /1 7 (for Public Works Contracts) kJ /A 8 City Manager/ Mayor Agreement executed by Council authorized official 1 9 City Clerk Attest signatures, retains original agreement and I forwards copies to Project Manager (> t7! 17 �/�