CC Resolution 1161411614 -~ - ~ -
RESOLUTION NO.
BEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT SETTING
FORTH TERMS UNDER WHICH CAMPBELL POCIGE OFFICERS COULD BE
AUTHORIZED TO WORK AS RESERVE OFFICERS AT THE SANTA GLARA
STADIUM
WHEREAS, the City of Santa Clara is seeking police dfficers from other agencies to
provide law enforcement services at the new stadium now under construction in their
city;
WHEREAS, the police officers would be employed by the City of Sahta Clara as
Reserve Officers while off-duty from their primary agency;
WHEREAS, officers with the Campbell Police Department have expressed an interest in
providing services at the stadium;
WHEREAS, the interested parties have negotiated a proposed agreement to address
their respective obligations and liabilities;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Campbell
that the City Manager is authorized to execute an agreement that substantially conforms
to the terms and provisions set forth in the Agreement attached to this Resolution.
PASSED AND ADOPTED this 19th day of November, 2013, by .the following roll call
vote:
AYES: Couhcilmembers: xotowski, Cristina, Baker, Waterman, Low
NOES: Councilmembers: None
ABSENT: Councilmembers: None
APPROV
Evan Low, Mayor
ATTEST:
Anne Bybee, City Clerk
' ~ .. - -
AGREEMENT by and liet<veen the
SANTA CLARA STADIUM AUTHORITY, CITY OF SANTA CLARA, and
the CITIES OF CAMPBELL, GILROY, MILPITAS, MORGAN HILL,
MOUNTAIN VIEW and PALO ALTO, and-the TOWN OF-LOS GATOS '
FOR INDEMNITY
PREAMBLE
This agreement for indemnify ("Agreement") is made and entered into on fhis
day of 2013, ("Effective Date") by and between- the. Santa Clara Stadium .. ..
Authority, a Joint Powers Authority, with its primary business address at 1500 Warburton
Avenue, Santa Clara, California 95050 {"Authority"); the City of Santa Glara, a chartered
municipal corporation, located at 1500 Warburton Avenue, Santa Clara; California 95050
("Santa Clara"), the City of Campbell, a municipal corporation, located at 70 ~N. First Stteet,
Campbell, California 95008 ("Campbell"), the City of Gilroy, a chartered municipal
corporation, located at 7351 Rosanna St., Gilroy, California 95020 ("Gilroy"); -the City of
'Milpitas, a municipal corporation, located at 455 E. Calaveras Blvd., Milpitas, California 95035
("Milpitas"), the City of Morgan Hill, a municipal corporation; located at 17575 Peak Ave.,
Morgan Hill, California 95037 ("Morgan Hill"), the City of 1Vlountaiq View, a chartered
municipal corporation, located at 500 Castro St., Mountain View, California 94039 ("Mountain
View"), the City of Palo Alto, a chartered municipal corporation, located' at 250 Hamilton Ave.;
Palo Alto, California 94301 ("Palo Alto"), and the Town of Los Gatos. located at 1 I'0 E. Main
St., Los Gatos, California 95030 ("Los Gatos") (Campbell, Gilroy; Milpitas, Morgan Hill,
Mountain View, Palo Alto, and Los Gatos may be collectively referred to herein as "Agencies"
and individually as an "Agency"). Authority, Santa Clara and Agency may be~ referred to
individually as a "Party" or collectively as the "Parties" to this Agreement:"
RECITALS
A. Authority and Santa Clara agrees to provide indemnity and insurance. coverage to
Agency regarding the performance of the law enforcement functions described
herein. _._
B. Agency is agreeable to allow its off-duty police offcers to participate in such law
enforcement services pursuant to the terms and conditions sef forth in this Agreement.
The Parties agree as follows:
AGREEMENT PROVISIONS
1. DOUBLE BADGING OF OFFICERS.
A. Santa Clara and Authority require supplemental, special detail law enforcement
services for events takingplace at the new Santa Glara Levi Stadium ("Stadium") site
and surrounding areas during the term of this Agreement. Santa Clara .will be hiring
off-duty law enforcement officers from other local agencies, including Agencies, as
City of Santa Clara Police Reserve Officers. .These officers will be Reserve Police -
Officers of the City of Santa Clara in accordance with the Santa Clara Police
Department Operations Manual, General Order 16.3 or any other applicable order.
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AGREEMENT FOR INDEMNITY
The Reserve Police Officers will be issued badges and uniforms by the City of Santa
Clara.
B. Santa Clara is authorized to and does hereby provide consent, pursuant to Penal Code
section 830.1(a)(2), for any Agency peace officer providing services hereunder to
exercise full peace officer authority within Santa Clara's jurisdiction.
C. Reserve Police Officers from Agency will be using their home Agenc"y equipment
including firearms, vests, duty belts, and tasers. Communication devices (radio) shall
be provided by Santa Clara.
D. Subject to the terms and provisions of this Agreement, Agency shall allow its police
officers to serve as City of Santa Clara Reserve Officers for the purposes described in
this Agreement when off-duty from their assignments with the Agency. Agency also
authorizes them to use the Agency equipment .described in paragraph C of this
section, subject to the terms and provisions of this Agreement.:
E. The Parties understand and agree that the officers' :duties, and assignments to Agency
shall have priority over any assignments as a City of Santa Clara Reserve Officer, and
that the Agency may recall the officer for duty fo the Agency at any time, without
prior notice to Santa Clara or the Authority. However,.Agency will cooperate in good
faith to avoid any scheduling conflicts.
F. The Parties further understand and agree that while serving as a City of Santa Clara
Reserve officer, the officer will be under the supervision of the City of Santa Clara
Police Department.
2. HOLD AGENCY HARMLESS.
Agency shall not be responsible for any act or omission of its law enforcement officer(s)
while serving as a. City of Santa Clara Reserve Officer or the act or omission of law
enforcement officers from other Agencies pursuant to this Agreement. To the extent
permitted by law, Santa Clara and Authority agree to indemnify, protect; defend with
counsel reasonably acceptable to Agency and hold harmless Agency, its- Council,
officers, employees, volunteers and agents from and against any claim; action, injury,
liability, loss, cost, and/or expense or damage, including all .costs and reasonable
attorney's fees in providing a defense to any claim, arising from, or alleged to arise from
any negligent, reckless or wrongful acts, errors, or omissions with respect.to or in any
way connected with the performance of the services by Agency, its employees, officers
or agents or the use of Agency equipment under this Agreement, except fot.any claim,
injury, liability, loss, cost; and/or expense or damage directly and proximately caused by
the sole and active negligence or willful misconduct of Agency.
The provisions of this section are intended to fully allocate all responsibility between the
Parties for claims, demands, actions or suits brought.by any third party concerning the
services contemplated under this Agreement. Neither Santa Clara nor the Authority shall
have any rights in law or equity, or otherwise, fo any indemnity or contribution from
Agency for matters covered by this section.
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AGREEMENT FOR INDEMNITY
3.
4.
5.
This section does not apply to any workers' compensation liability that may arise if
Agency's officer(s) are injured while working as a Santa Clara Reserve Officer. In the
event of such an industrial injury, Santa Clata and/or Authority shall Be liable and
responsible for payment(s) they are statutorily obligated to pay, as agreed to by the
Parties or as determined by a court or tribunal of competent jutisdiction. Nonetheless, the
hold harmless, defense and indemnity provisions of Section 2 shall apply to any claim, or
action commenced, by any Agency or Agency's officer(s) against another Agency for
injuries or damages arising out of, or alleged to be arising out of, the provision of services
under this Agreement.
In the event of a dispute between Santa Clara and/or Authority and any Agency, or if an
Agency employee is named in an action due to service as a Santa Clara Reserve Officer;
the other Agencies named in this Agreement are not necessary parties and need not be
named or involved as parties to that dispute.
INSURANCE.
During the Perm of this Agreement, Santa Clara and Authority shall purchase, and
maintain in full force and effect, at least the following insurance policies:
A. Commercial general liability insurance;
B. Comprehensive automobile injury insurance (bodily injury and property damage)
with respect to employees and vehicles assigned to the performance of work
pursuant to this Agreement;
C. Workers' compensation, employer's liability, if required by law; and, '
Santa Claza and Authority shall, during the term of this Agreement, and at no expense to
Agency, maintain the insurance policies, with limits of coverage; endorsements and with
the required certificates as set forth in the attached Exhibit "A" entitled "Insurance
Requirements." The scope and form of each respective insurance coverage shall be
subject to approval of Agency's City Attorney's Office so that the protection afforded to
Agency by Santa Clara and Authority with respect to this Agreement will be
accomplished. Agency must approve all insurance coverages and carriers prior to
commencement of work under this Agreement. Santa Clara and/or Authority may elect
to self-insure with written notice of such self-insurance provided to Agency(ies).
TERM OF AGREEMENT.
The term of this Agreement shall commence upon execution by the Parties and shall
terminate June 30, 2016, unless terminated sooner or extended in whole or in part as
provided for herein.
TERMINATION.
A. Any Party may terminate this Agreement as to that Party with or without cause by
giving not less than sixty (60) days advance written notice to the other Parties. A
termination by one Party other than Santa -Clara or the Authority shall not .
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AGREEMENT FOR INDEMNITY
~~..{ n
..
terminate this Agreement as to the remaining Parties. A termination of this
Agreement by Santa Clara or the Authority shall terminate this Agreement as to
all Parties hereto. -
B. Notwithstanding the foregoing, Agency may terminate the,Agreement on at least
twenty (20) days advance notice, or less in the event of exigent circumstances, if
~- Agency concludes that there are insufficient personnel to provide the agreed upon
services and still perform other Agency duties as solely determined by Agency in
its unfettered discretion.
C. In the event of a termination, each Party shall fully discharge all obligations owed
to the other Party accruing prior to the date of such termination, and, except as
otherwise provided herein, each Party shall be .released from all obligations,
which would otherwise accrue subsequent to the date of termination. The duty to
hold harmless, indemnify, protect, and defend in accordance with Section 2 above
shall survive termination of this Agreement.
6. NOTICES.
All notices to the Parties shall, unless otherwise requested in writing, be sent and
addressed as follows:
Santa Clara Stadium Authority
Attention: Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Fax: (408)241-6771
And to Santa Clara as follows:
City of Santa Clara
Attention: City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Fax: (408)241-6771
And to Agencies addressed as follows:
Campbell: City Manager
70 N. First Street
Campbell, CA 95008
Fax: (408)374=6889
Gilroy: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: (408)846-0500
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AGREEMENT FOR INDEMNITY
7
8.
Los Gatos: Town Manager
110 E. Main St.
Los Gatos, CA 95030
Fax: (408) 399-5786
Milpitas: City Manager
455 E. Calaveras Blvd.-
Milpitas, CA 95035
Fax: (408)
Morgan Hill: City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037 '
Attn: City Manager or Chief of Police
Fax: (408)
Mountain View: City Manager
500 Castro St.
Mountain View, CA 94039
Fax: (650)
The workday that a facsimile is sent shall control the date notice was deemed given if
there is a facsimile machine generated document on the date of transmission. A facsimile
transmitted after 1:00 p.m. on a Friday shall be deemed fo have been transmitted on the
following Monday.
Palo Alto: City Manager
250 Hamilton Ave.
Palo Alto, CA 94301
Fax: (650)
LAW GOVERNING CONTRACT AND VENUE..
This Agreement shall be governed and construed in accordance with the statutes and laws
of-the State of California. The venue of any suit filed by either Party shall be vested in
the state courts of the County of Santa Clara.
COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, but all of which in the aggregate shall constitute one-and the same instrument;
and the Parties agree that signatures on this Agreement, including those transmitted by
facsimile, shall be sufficient to bind the Parties.
[Signatures follow on next pages.]'_
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AGREEMENT FOR INDEMNITY
The Parties acknowledge and accept the termsand conditions of this Agreemenf•as evidenced by
the following signatures of their duly authorized representatives. It is the irnent of the Parties that
this Agreement shall become operative on the Effective Date. .
CITY OF SANTA CLARA, CALIFORNIA;
a chartered California municipal corporation
APPROVED AS TO FORM:
RICHARD E. NOSKY, JR.
City Attorney
ATTEST:
ROD DIRIDON, JR.
City Clerk
JULIO J. FUENTES
City Manager
1500 Warburton Avenue
Sarita Clara; CA 95050
Telephone: (408) 615-2210
Fax'. ~ (408) 241=6771
"SANTA CLARA"
SANTA CLARA STADIUM AUTHORITY
a Joint Powers Authority
APPROVED AS TO FORM:
RICHARD E. NOSKY, JR.
Authority Counsel
ATTEST:
ROD DIRIDON, JR.
Secretary
JULIO J. FUENTES
Executive Director
1500 Warburton AVehue>
Santa Clara; CA 95050
Telephone: (408) 615=2210
Fax: (408)-241-6771
'`AUTHORITY"
AGREEMENT FOR INDEMNITY
Page 6 of I2
City of Campbell
ay:
MARK CINDER
City Manager
70 N. First Street
Campbell, California 95008
Telephone: (408) 866-2125
Fax: (408)374-6889
Approved as to Form:
By:
WILLIAM R. SELIGMANN
City Attorney
"CAMPBELL"
APPROVED AS TO FORM:
LINDA A. GALLON
City Attorney
ATTEST:
SHAWNA FREELS
City Clerk
Town of Los Gatos
sy:
Greg Larson, Town Manager
Approved as to Form:
Judith J. Propp, Town Attorney
AGREEMENT FOR INDEMNITY
__ ,
THOMAS J.HAGLUND
City Administrator
7351 Rosanna Street
Gilroy, California 95020
Telephone: (408) 846=020?
Faz:(408)846-0500
"GILROY"
"LOSGATOS"
Page7of12
`_
APPROVED AS TO FORM
MICHAEL J. OGAZ THOMAS C: W.ILLIAMS
City Attorney City Manager
455 E. Calaveras Blvd.
Milpitas, CA 95035
Telepfione: (408) 586-3050
Fax: (408) 586-306
-STEVE PANGELINAN -
-Chief of•Police
1275 North Milpitas Blvd:
Milpitas; CA 95035
Telepfione: (408) 586=2426
Fax: (408)•586=2492
"MILPITAS"'
Approved as to Form: CITY OF MORGAN FALL a California
general law municipal corporation
RENEE A. GURZA STEVE RYMER
City Attorney Its: City Manager
"MORGAN HILL"
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AGREEMENT FOR INDEMNITY
APPROVED AS TO FORM:
Jannie L. Quinn
City Attorney
FINANCIAL APPROVAL:
Patty J. Kong
Finance and Administrative Services
Director
ATTEST:
Lorrie Brewer
City Clerk
Daniel H. Rich
City,Manager
City of Mountain View
500 Castro Street
Mountain View, CA 94041'
Telephone: 650-903-6301
Fax:;.. 650=962-0384:
"MOUNTAIN VIEW"
CITY OF PALO ALTO
City Manager
James Keene
CITY OF PALO ALTO
Police Chief
Dennis Burns
APPROVED AS TO FORM
sy:
Assistant City Attorney
City of Palo Alto
"PALO ALTO"
I:\49ers\STADIUM AUTHORITY\Law Enforcement Security Agreements\CITY SANTA CLARA INDEMNITY AGREEMENT FINAL
(5).doc
Page 9 of 12
AGREEMENT FOR INDEMNITY
AGREEMENT FOR INDEMNITY AND INSURANCE
EXHIBIT '`A"
INSURANCE REQUIREMENTS
Santa Clara and Authority, and subcontractor(s), if any, shall purchase and maintain the
insurance policies set forth below on all of its operations urid'er this A~reernent at its/their sole
cost and expense. Such policies shall be maintained for the full term of this Agreement and the
related warranty period (if applicable). For purposes of the insurarice.policies requi"red under this
Agreement, the term "Agency" shall include the duly elected or appointed council members;
commissioners, officers, agents, employees, and volunteers of the Agericy (city), Califoniia,
individually or collectively.
1. MINIMUM SCOPE AND LIMITS.OF REQUIRED INSURANCE.EOLICIES.
The following policies shall be maintained with insuiers authorized to do business~in the
State of California and shall 6e issued under forms of policies satisfactory to the Agency:
A. COMMERCIAL GENERAL LIABILITY.INSURANCE.POLICY ("CGL")
Policy shall include coverage at least as broad as set forth in Insurance Services
Office (herein "ISO") Commercial General Liability coverage (Occurrence Form
CG 0001) with policy limits not less than the following:
$2,000,000 each occurrence'(combined single limit);.
$2,000,000 for personal injury liability;
$4,000,000 aggregate for products-completed operations; and,
$4,000,000 general aggregate applying separately to this project.
B. BUSINESS AUTOMOBILE LIABILITY POLICY ("BAL").
Policy shall include coverage at least as broad as set forth in Insurance Services
Office Business Automobile Liability coverage; Symbol 1 "Any Auto" (Form CA
0001). This policy shall include a minimum combined single limit of not less than
one million ($1,000,000) dollars for each accident, for bodily :injury and/or
property damage.
C. WORKERS' COMPENSATION. AND EMPLOYERS' LIABILITY
INSURANCE POLICY C'WC/EL"). (A Workers' Compensation Policy is
required.)
These policies shall include at least the following coverages and policy limits:
1. Workers' Compensation insurance as required 6y the laws of the State of
California; and
2. Employer's Liability insurance with coverage amounts not less than one
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AGREEMENT FOR INDEMNITY
million ($1,000,000) dollars each accidenUBodily Injury •(herein "BI");
one million ($1,000,000) dollars policy limit BI by disease; and, one
million ($ T,000,000) dollars each employee BI by disease.
2. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles and/or self-insured retentions which apply to any of the insurance
policies referred to above shall be declared in writing by Santa Clara and' or Authority
and approved by the Agency before work is begun pursuant to this. Agreement. At the
option of the Agency, Santa Clara shall either reduce or eliminate such deductibles or
self-insured retentions or provide a financial guarantee satisfactory Yo the Ageticy
guaranteeing payment of losses and related investigations, claim adminisftation,~and/or
defense expenses.
3.
All of the following clauses and endorsements, or similar provisions, are required to' be
made a part of the required insurance policies indicated in parentheses below:
A. Additional Insureds The Agency, its City Council, commissions, officers and
employees are hereby added as additional insureds in respect,'to liability arising
out of the scope of work of this Agreement, providing coverage at -least as broad
as Insurance Services Office (ISO) Endorsement CG 2010, 1985 Edition; or
insurer's equivalent (CGL);
B. General Aeeregate The general aggregate limits shall apply separately to Santa
Clara and Authority stadium events under this Agreement providing coverage at
least as broad as Insurance Services Office (ISO) Endorsemert-GG 2503, 1985
Edition, or insurer's equivalent(CGL);
C. Primary Insurance This policy shall be considered primary insurance with respect
to any other valid and collectible insurance Agency may possess; including any
self-insured retention Agency may have, and any other insurance Agency does
possess shall be considered excess insurance only and shall not be called upon to
contribute with this insurance (CGL & BAL); and
D. Notice of Cancellation No cancellation shall be effective until written notice has
been given at least thirty (30) days prior to the effective date of such cancellation
to Agency at the address set forth below, except the insurer may give ten (10)
days notice for non-payment of premium (CGL, BAL; WC/EL'& PL):
E. Waiver of Subrosation The policy shall povide a waiver of any right to
subrogation which any insurer of Santa Clara or the Authority may acquire
against the Cities by virtue of any loss under such insurance: Tfiis provision
applies whether or not the Entity has received a waiver ~of. subrogation
endorsement from the insurer.
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AGREEMENT FOR INDEMNITY
4. ABSENCE OF INSURANCE COVERAGE
Agency may direct Santa Clara or Authority to immediately cease all activities with
respect to this Agreement if the Agency determines that Santa Clara fails to carry, in full
force and effect, all insurance policies with coverages at or above the limits specified,in
this Agreement.
5. PROOF OEINSURANCE COVERAGE AND COVERAGE.VERIEICATION
A Certificate of Insurance, on ah Accord form, and implementing endorsements shall be
provided to Agency by each of Santa Clara's and Authority's insurance companies as
evidence of the stipulated coverages prior to commencement of work under this
Agreement, and annually thereafrer at least ten (10) days prior to termination of existing
coverage for the term of this Agreement. Agency reserves the right to require complete,
certified copies of all required insurance policies, iricluditig endorsements affecting the
coverage required by this Agreement at any time. All of the insurance companies
providing insurance for Contractor shall have; and. provide evidence of, a Best Rating
Service rate of "A VI" or above.
The Certificate of Insurance and coverage verification and all other notices related to
cancellation shall be mailed to the persons identified in the Agreement as recei"viug
notices.
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AGREEMENT FOR INDEMNITY