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Miller Red Barn - 2016 MOUMEMORANDUM OF UNDERSTANDING CITY OF GILROY AND THE MILLER RED BARN COMMITTEE A.PURPOSE This Memorandum of Understanding (MOU) is hereby entered into by and between the Miller Red Barn Committee ( "MRBC ") whose address is P.O. Box 774, Gilroy, and the City of Gilroy, a California municipal corporation, whose address is 7351 Rosanna Street, Gilroy ( "City "). City and MRBC shall be collectively referred to as the Parties. B. STATEMENT OF MUTUAL INTEREST AND BENEFIT Whereas, the City is the owner of the real property and the structure known as the Red Barn, which is located at 7049 Miller Avenue, Gilroy, California ( "Ranch Site "), as shown in Exhibit A; and Whereas, the Red Barn at this site has been researched by the MRBC and the MRBC believes that the barn was built in 1891 by Henry Miller, noted cattle baron and owner of vast tracts of local property for the purpose of storing equipment and fruit from his local orchards; and Whereas, the MRBC believes their research has shown that the Red Barn meets criteria of the City's Historic Heritage Committee for historic site designation under Gilroy City Code Sections 30.27.30 (b) (1),(2), and (3); and Whereas, the City, with the financial assistance of the Gilroy Garlic Festival Association, purchased the thirty (30) acre Ranch Site for public park use in September 1990; and Whereas, a 1991 Ranch Site Master Plan goal is "To preserve the local history of the site and surrounding community" and "Design concept for the Ranch Site include(s) retaining the ranch structure and maintaining the style associated with the structure"; and Whereas, the MRBC is, at present, an unincorporated committee formed by citizens of Gilroy, with the purpose to save, rehabilitate and preserve the large red barn, known to this committee as the Miller Red Barn, located at the Ranch Site, for posterity; and Whereas, the City does not have any staff or elected officials on the MRBC nor is the City providing funding to MRBC; and Whereas, the MRBC was formed in February 2013, and has been meeting weekly/bi- weekly since then. Its purpose is to determine ways and means to rehabilitate the Red Barn for community use; and Whereas, the MRBC will actively pursue formation a non - profit corporation with tax - exempt status; this incorporation shall be completed within approximately 18 months after the effective date of this MOU. Whereas, the MRBC Mission Statement states: "The mission of the MRBC, working with the City and other civic groups supportive of historic preservation, shall be to fund, oversee, and coordinate the restoration of the historic Miller Red Barn at the Ranch Site."; and Page 1 of 6 Whereas, the MRBC Vision Statement is: "The vision of the MRBC is to restore the Miller Red Barn to serve as a symbol and repository of Gilroy's agricultural history as well as a living monument to the life and significant contributions made by Henry Miller to the City and to the State of California. "; and Whereas, the MRBC, being an unincorporated entity and without non - profit status, is affiliated with the Gilroy Foundation, a 501(c)3 as the MRBC fiscal sponsor until such time as the MRBC becomes incorporated and has non - profit status as a stand -alone not - for - profit entity; and Whereas, the MRBC filed for listing the Red Barn with the National Register of Historic Preservation through the California State Office of Historic Preservation; and Whereas, the Red Barn is located on public land for which the City of Gilroy is steward and the City lacks public funds with which to support rehabilitation, the MRBC will take responsibility for the rehabilitation of it; and Whereas, the City will continue to maintain the security fence around the Red Barn and its surroundings; and Whereas, the City and the MRBC agree to consult together to resolve issues of building standards for safety and historic integrity and working towards those solutions for issues of standards and safety while maintaining the historic integrity of the barn; and Whereas, the City and the MRBC remain cognizant of the fact that possible limited usage of the interior of the Red Barn will determine how much and what kind of program will be possible inside it, and the necessity for developing compensatory, complementary types of program outside the barn as long -term support opportunities arise; and Whereas, MRBC will work in phases as support opportunities develop to bring the Red Barn to a safe level within regulation for occupancy for future repurposes while retaining its historic condition understanding that this a long -term process of perhaps decades; and Whereas, the preliminary action to Phase 1, without public funding, by MRBC is dedicated to the clean-up of the debris, to which both the City and the Gilroy Garlic Festival have not asserted any claim to ownership, left in the Red Barn, while used for storage by the City and the Gilroy Garlic Festival beginning in 1991; and Whereas, the City and MRBC will collaborate with stakeholders to insure all parties interests and concerns are addressed; and Whereas, the rehabilitation of the Red Barn will enhance park, educational, and recreational opportunities for residents of Gilroy as well as excellent revenue stream possibilities with partnerships with local agricultural groups, e.g. FFA and 4H, Gilroy Wine Tours, the Farm Bureau; additional educational classes for local school classes and City Recreation programs; rentals by community group for functions; collaborative programming with Santa Clara County Trails, bicycle touring, races, and tournaments. Whereas if the City Council rescinds the demolition permit issued on November 18, 2013 and February 3, 2014 and the MRBC cleans the Red Barn according to the City's specifications, it is anticipated that the following MRBC actions will take place during Phase 1: Page 2 of 6 A. The MRBC will secure the barn temporarily against continued weather damage of wind and rain by repairing the roof and protecting the barn from intrusion by flying and ground living creatures, including, but not limited to, pigeons, cats, bats, and owls, with appropriate barriers; as well as MRBC shall resecure the barn and fencing after any work or cleanup activity. Secondary emphasis will be placed on the cosmetic appearance of barn with minor repairs and exterior painting, while maintaining historic integrity. B. MRBC consulting engineers will evaluate the condition of the barn's roof, interior support systems, and exterior structure and determine estimated costs, scope, and priorities of rehabilitation to these systems once clean -up has been completed. C. The MRBC will implement rehabilitation projects, as available MRBC funding allows, with the highest priorities determined by MRBC consulting engineers. D. The MRBC will, if and where necessary, reinforce the existing structure in a manner and degree compatible with the Secretary of Interior's Standards, and the CA Historic Building Code. In consideration of the above premises, the Parties agree as follows. C. IT IS MUTUALLY AGREED AND UNDERSTOOD THAT: This MOU is neither a fiscal nor a funds obligation document. Any endeavor involving reimbursement or contribution of funds between the parties to this MOU will be handled in accordance with applicable state or City laws, regulations, and procedures. Such endeavors will be outlined in separate agreements that shall be made in writing by representatives of the parties. It is further understood that all work done by MRBC will be done by volunteers, licensed contractors, or other individuals who are not City employees. D. DOCUMENT REVIEW MRBC will, upon reasonable advance written notice from the City, make available for inspection to the City, books and other documents relating to the rehabilitation of the barn. E. NOTICE Any notice or instrument required or permitted to be given hereunder shall be deemed received upon personal delivery for five (5) days after deposit in any United States mail depository, first class postage prepaid and addressed to the party for whom intended. For the City: City Administrator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 For MRBC: The Miller Red Barn Committee Page 3 of 6 c/o Gilroy Foundation P.O. Box 774 Gilroy, CA 95021 F. ASSIGNMENT The parties acknowledge and agree that the MRBC will assign its interest in this MOU to the MRBC nonprofit tax exempt organization once it is formed as contemplated herein. No other assignment, sublet, or transfer of this MOU or any of the rights or interests in this MOU shall be made without the prior written consent of the parties. G. SEVERABILITY The partial or total invalidity of one or more parts of this MOU will not affect the intent or validity or remaining parts of this MOU. H. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. TERMINATION OF AGREEMENT This MOU may be modified or amended, only upon written consent of both parties. The terms and conditions of this MOU shall remain in effect for a period of five years from the effective date of this MOU, or terminated as mutually agreed, or upon 30 days written notice by either party. The term of the MOU may be extended or amended by mutual consent of the Parties. J. INDEMNIFICATION To the fullest extent permitted by law, MRBC shall defend, through counsel approved by City (which approval shall not be unreasonably withheld), indemnify and hold harmless City, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of MRBC or its assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. K. INSURANCE The MRBC shall, at no cost to City, obtain and maintain throughout the term of this Agreement Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non - owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to City's obligations under this Agreement, MRBC shall furnish written evidence of such coverage (naming City, its officers and employees as additional insureds on the Comprehensive Liability insurance policy via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Page 4 of 6 L.VOLUNTEERS Volunteers will be required to sign release of liability waivers prior to performing work on or related to the Red Barn which waives any and all liability of City and MRBC. / -�— �— — Gabne A. Gonzalez City Administrator City of Gilroy Ka en E. Chavez Secretary Miller Red Barn Committee Approved as to form: ity AttoAiev 3 //Q1 6 Effective Bate of this MOU Page 5 of 6 ate Exhibit A — Vicinity Map and MOU Limits Vicinity Map Page 6 of 6 N AY" J/ (3yCYfi $f n i �f 5th 5t tieis:nan Ur Perrelli St /` 4- 5t�e�bUrgDt r Cla k Way Dehe11 Uvas A' Creek Preserve - �. W 6thst ' Y st W 61h St. ,110 Dr \and nq I' � � NrentzOr CUM�c Ascension Solorsano o a°t Middle School Homts% aS Far�Or N'Bih Sr Bernen pie «r� 5� Dr Red Barn Site a C) O- Christmas O ' (dill Park 1�1Ttc�l Gilroy High School Vicinity Map Page 6 of 6 A OR °® CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) 04/26/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Bill Slebe SL Insurance Associates PNONE Fax 275 Tennant Ave. #207 E-MAIL (40$) 776 $6OO (A/C Not: ehnRFQq• bill(aslinsure.com Morgan Hill INSURED CA 95037 INSURER A: GREAT AMER INS CO NAIC b 16691 Miller Red Barn Committee INSURER C: _ T -INSURER D PO Box 1265 - — INSURER E Morgan Hill Ca 95038 - - INSURER F: � COVERAGES C FRTICIr'ATC All 111a000. n�rh74%09N FlumoCR: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER MWDD� MM/DDY E %P LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR Amt YiSRLNTET— - — PREMISES Ea occu rerae $ 100,000 - - -- MED EXP (Any one person) $ 5,000 A Y Y GLP 1230477 04/26/2016 04/26/2017 PERSONAL aADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X E POLICY JECT LOC PRODUCTS - COMP /OPAGG $ 2,000,DOD OTHER: -- AUTOMOBILE LIABILITY COMBINED GLE LIMIT Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED _ ----- BODILY INJURY (Per accident) AUTOS AUTOS $ HIRED AUTOS AUTOS ED A AUTOS PROPERTY DAMAGE $ Per accident $ UMBRELLA UP68 CUR �L�CLAIMS-MADE EACH OCCURRENCE $_ EXCESS LIAR AGGREGATE g — - DED I RETENTION $ WORKERS COMPENSATION $ AND EMPLOYERS' LIABILITY YIN STATUTE ER_ ANY PROPRIETOR/PARTNER /EXECUTIVE - - -- OFFICER /MEMBER EXCLUDED? ❑ N/A E_.L. EACH ACCIDENT $ (Mandatary M E.L. DISEASE - EA EMPLOYE K es, describe under and $ DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ i DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Addhlonal Remarks Schedule, may be attached N more apace Is required) As it pertains to its California operations, and where required by contract, for all locations in the State of California, the following is named as Additional Insured Interest. CFRTIFICeT1= unl nCn SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Miller Red Barn Committee THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE v r aw - w r-► r %jicv r,.VKr WKA I IVN. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number: MGLO183659 Mt. Hawley Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CHANGE ENDORSEMENT Endorsement Effective Date: 04/20/2016 (12:01 a.m.) ❑ ADDITIONAL PREMIUM $ 500 Endorsement Number: 2 ❑ RETURN PREMIUM $ Insured Name: ❑ NO PREMIUM CHANGE MG Constructors & Engineers, Inc. ❑ $ ❑ $ IT IS UNDERSTOOD AND AGREED THAT ❑ 1. PREMIUM ❑ 2. ADVANCE PREMIUM ❑ 3. MINIMUM PREMIUM ❑ 4. RATE ❑ 5. INSTALLMENT ❑ 6. AUDIT ❑ IS CHARGED FOR THE PERIOD: ❑ 7. COVERAGE /LIMITS ❑ 8. INCEPTION DATE ❑ 9. EXPIRATION DATE ❑ 10. TERMS ❑ 11. NAME OF INSURED ❑ 12. ADDRESS OF INSURED ❑ IS AMENDED TO READ AS FOLLOWS: It is agreed that Endorsement 1 is null and void. TOTAL $ 500 ❑ 13. COVERAGE IS CANCELLED ❑ SHORT RATE ❑ PRO RATE ❑ MINIMUM PREMIUM APPLIES ❑ 14. ADDITIONAL INSURED BUT ONLY AS RESPECTS THE OPERATIONS OF NAMED INSURED It is also agreed that in consideration of an additional premium of $500, the following Specific Endorsements are added to this policy: CG2010(04/13), Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization CG2037(04/13), Additional Insured - Owners, Lessees Or Contractors - Completed Operations CG2404(05/09), Waiver Of Rights Of Recovery Against Others To Us ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. DATE OF ISSUE: BE 4/28/2016 RIL 2100 (04/98) Insured Page 1 of 1 Policy Number: MGLO183659 Mt. Hawley Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Gilroy, its Officers, Elected or Appointed Officials, Employees, Agents, and Volunteers, and Miller Red Barn RE: Miller Red Barn - Christmas Hill Park Ranch Site Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Insured Policy Number: MGLO183659 Mt. Hawley Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations: City of Gilroy, its Officers, Elected or Miller Red Barn - Christmas Hill Park Appointed Officials, Employees, Agents, and Ranch Site Volunteers, and Miller Red Barn Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zations) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or re- pairs) to be performed by or on behalf of the addi- tional insured(s) at the location of the covered operations has been completed; or 1. The insurance afforded to such additional insured 2. That portion of "your work" out of which the injury only applies to the extent permitted by law; and or damage arises has been put to its intended use by any person or organization other than another 2. If coverage provided to the additional insured is contractor or subcontractor engaged in performing required by a contract or agreement, the in- operations for a principal as a part of the same surance afforded to such additional insured will project. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 Insured C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 2 of 2 Insured Policy Number: MGL0183659 Mt. Hawley Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Location and Description of Completed Operations City of Gilroy, its Officers, Elected or Miller Red Barn - Christmas Hill Park Appointed Officials, Employees, Agents, and Ranch Site Volunteers, and Miller Red Barn Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard ". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is re- quired by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- This endorsement shall not increase the applicable ance afforded to such additional insured will not Limits of Insurance shown in the Declarations. not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Insured