Agmt18 City/County Association of Governments Safe Routes to School

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3. Contract Term. This Agreement shall be in effect as of and shall terminate on June 30. 2020; provided, however, the C/CAG Chairperson may terminate this Agreement at any time for any reason by providing 30 days' written notice to CITY. Termination to be effective on the date specified in the notice. In the event of termination under this paragraph, CITY may request reimbursement for construction costs incurred prior to termination (less 15% local match); however, C/CAG reserves the right to reduce or withhold payment under this paragraph for projects that do not meet the overall intent of the grant program or that do not demonstrate balanced integration of Safe Routes to School and stormwater features. 4. Submittal of Final Project Design. To ensure the PROJECT is substantially consistent with the proposed project selected to receive funding via the Call for Projects, the CITY shall submit to C/CAG for concurrence its final PROJECT design prior to initiating a process to either secure a contractor to build the project or before CITY staff or others would begin building the project. C/CAG recognizes there may be revisions between the grant proposal and final project design, but the overall intent is to ensure a comparable project is built consistent with what was submitted under the Call for Projects and for which the CITY was competitively selected to receive grant funding. CITY shall not proceed with building the PROJECT until it receives written concurrence from C/CAG staff that the PROJECT is substantially consistent with the project submitted with the original grant proposal. 5. Duty to Operate and Maintain. To ensure the PROJECT continues to function effectively in regard to managing stornwater, supporting Safe Routes to School, and enhancing communities, CITY is required to operate and maintain the PROJECT for the useful life of the facilities. This includes ensuring the green infrastructure portions of the project are regularly kept free of trash, sediment, and debris, vegetation is maintained in a healthy and weed -free condition, and pedestrian and bike infrastructure is kept in safe and functional condition, including curb ramps, any pedestrian actuated signals, signage, or other safety features. Failure to comply with these requirements may impact CITY's ability to receive future grant funding from C/CAG for this PROJECT or other projects. 6. Relationship or the Parties. It is understood that this is an Agreement by and between Independent Contractors and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of Independent Contractor. 7. Non -Assignability. CITY shall not assign this Agreement or any portion thereof to a third party without the prior written consent of C/CAG, and any attempted assignment without such prior written consent in violation of this Section automatically shall terminate this Agreement. 8. Hold Harmless/ Indemnity. CITY shall indemnify and save harmless C/CAG, its agents, officers, and employees from all claims, suits or actions resulting from willful misconduct or negligence of CITY or its agents, officers, or employees relating to this Agreement. The duty to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 9. Insurance. CITY or its subcontractors performing the services on behalf of CITY shall not commence work under this Agreement until all insurance required under this section has been obtained. CITY shall famish C/CAG with Certificates of Insurance evidencing the required coverage and there shall be a specific contractual liability endorsement extending the CITY's coverage to include the contractual liability assumed by CITY pursuant to this Agreement. These Certificates shall specify or be REV: 12-14-17 PR Page 2 of 5 ATTY/AGR.2017.292/City/County Asscoiation of Governments