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HomeMy WebLinkAboutNeogen agreement for Maintenance of Oak Park c1'? Vrv AGREEMENTBETWEEN '' 01 THE CITY OF LANSING r.� .e AND NEOGEN , FOR MAINTENANCE OF OAK PARK c > This agreement("Agreement") is made and entered into as of ("Effecti Date"), between the City of Lansing, 124 W. Michigan Ave., Lansing, MI 38933, a Michigan municipal corporation ("City"), and Neogen Properties V, LLC, a Michigan limited liability company, 620 Lesher Place, Lansing, MI 48912 ("Neogen")upon the terms and conditions stated below. The CITY OF LANSING and Neogen herby agree to the following terns and conditions: 1. TERM The tern of this Agreement shall commence at 12:00 AM on January 1, 2014 and end at 11:59 PM on December 31, 2018. 2. CITY PARK COVERED BY THIS AGREEMENT Oak Park 3. MAINTENANCE SCHEDULE At the beginning of the mowing season,Neogen will submit for the City's approval a basic maintenance schedule. The City shall, if necessary, make changes to the maintenance schedule to conform to the City's needs. The mowing season will start on April 15 and continue through October 31 of each year. 4. SCOPE OF WORK During the term of this Agreement,Neogen shall maintain all of Oak Park except the playground and tree trimming. Neogen shall maintain the park to the City's reasonable satisfaction, including grass cutting, weed trimming, minor repairs (those that cost less than two hundred and 00/100 ($200.00) dollars in each instance), liter and debris pick-up and removal, and snow and ice removal. Neogen shall inform City's Public Service Department, of any mater needing which needs to be addressed by City. All work shall be performed in a professional, courteous, workmanlike manner using quality equipment and materials, all of which must be maintained and operated to a commercially reasonable standard as well as meeting all OSHA and MIOSHA Safety Standards. The City shall be notified within a reasonable time of damage incurred at 483-4161. 5. IIOURS OF OPERATION. 2 All scheduled mowing operations shall only be performed between the hours of 7:00 AM and 5:00 PM. 7. SPRING CLEAN-UP Prior to the first mowing of the spring, the park will receive a thorough clean up which includes the removal of all litter, leaves and tree branches. 8. SNOW REMOVAL Neogen will comply with the existing Snow Removal Ordinance regarding sidewalks, a copy of which will be provided by the City. 9. PAYMENT Neogen will perform the services required herein without cash payment from the City. The services provided by Neogen are in further consideration for the purchase of real property as described more fully in the Real Estate Purchase Agreement between the City of Lansing and Neogen Corporation for a Portion of Oak Park. 10. INSURANCE Neogen shall provide and maintain during the life of this Agreement standard public liability insurance in the amount of One Million Dollars ($1,000,000.00) for all damages arising out of bodily injury to, or death of, one person and subject to that limit per person, a total limit of One Million Dollars ($1,000,000.00) for all damages arising out of bodily injuries to, or death of, two or more persons in any one occurrence; standard property damage liability insurance in the amount of One Hundred Thousand Dollars ($100,000.00) for all damages arising out of injury to or destruction of property in any one occurrence due to acts or omissions of Neogen. Neogen shall provide at its expense that City be named as an additional named insured tinder Neogen's insurance policy, and that the following language be printed on the certificate of insurance: Lansing, its elected officials, officers, employees, boards, commissions, authorities, voluntary associations, and any other units operating under the jurisdiction of the City and within appointment of its operating budget including the City of Lansing are named as additional insured and said coverage shall be considered to be the primary coverage rather than any policies and insurance or self-insurance retention owned or maintained by the City of Lansing. The policy of insurance shall be written by an insurance company authorized to do business in the State of Michigan. A certificate of the insurance shall be subject to approval as to form by the Lansing City Attorney. All insurance and certificates shall include an endorsement providing for not less than thirty(30) days prior written notice to City of termination, expiration or material change of terms of the insurance. Neogen shall provide evidence that the insurance is in effect prior to the execution of this License by the authorized representatives of the City. 3 Nothing herein shall be construed as a waiver of any governmental immunity that has been provided to the City or its employees by statute or court decisions. Nothing herein creates any rights in third parties. 11. Indemnification. Neogen shall be solely responsible for and shall indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims, suits, damages, losses, specifically including loss of use of property, and all other liabilities whatsoever, including related expenses and actual attorney's fees, for or on account of injuries to or death of any person, including but not limited to employees of Neogen and/or loss of or damage to any property, including but not limited to the property of the City, in any way sustained or alleged to have been sustained, directly or indirectly,by reason of or in connection with: a. The maintenance of Oak Park by Neogen, its employees, contractor's, agents or officers, or anyone who is an invitee of Neogen's establishment, or any of their heirs, representatives, agents or assigns; b. The presence of Neogen, its employees, contractor's, agents or officers, or anyone who is a customer of Neogen's establishment; or any of their heirs, representatives, agents or assigns on Oak Park; c. Neogen's breach of any of the terms or conditions of this Agreement; d. The release on or contamination of the Premises, during the time this license is in event,by any Hazardous Materials, environmental toxin or underground tank, as broadly defined by federal, state or local law. whether such claims, suits, damages, losses and liabilities are based upon or result in whole or in part from the active or passive negligence Neogen, its employees, agents or officers or City's strict liability in tort,breach of warranty, breach of contract, duty to indemnify or any other basis or cause whatsoever whereby City might be held liable;provided,however,that the foregoing shall not be construed to be an agreement to indemnify the City against liability for damages caused by or resulting from the sole negligence of the City, its agent, employees or officials, under circumstances whereby said agreement would be in violation of Michigan Public Act 1966 No, 165, Section 1 (MCL 691.991), if applicable, it being the intent of the foregoing provision to absolve and protect the City, its agents, employees and/or officials from and to indemnify the City against any and all liability and loss. This provision shall extend beyond the tern of this Agreement. To the extent allowed by law, City shall indemnify, defend and hold harmless Neogen and Neogen's officers, employees, agents, invitees, guests, representatives and contractors from all claims, losses, costs, damages, or expenses (including,but not limited to, attorneys' fees) resulting from or arising out of any and all injuries to or death of any person or damage to any property caused by an act, omission or neglect of City or City's officers, agents, officials and employees, or any parties contracting with City relating to 4 Oak Park. Nothing herein is intended to waive the City's immunity under law and nothing herein creates any rights in third parties to this agreement. 12. TERMINATION OF AGREEMENT. The parties understand that Oak Park is owned by the City as dedicated parkland. The City and Neogen retain the right, at its respective sole and unreviewable discretion, to cancel this Agreement upon thirty (30) days written notice to the other. hi the event the Agreement is terminated by the City for development purposes,Neogen will not be obligated to make any fiuther payment on this Agreement. If this Agreement is terminated for any other reason, Neogen shall pay to the City the remaining balance maintenance services not performed pursuant to the schedule attached as Exhibit A. 13. NONDISCRIMINATION. Neogen agrees that it will not exclude anyone from participation in any of its events or deny anyone the benefits of its use or otherwise subject anyone to discrimination because of the person's race, religion, sex, sexual orientation, gender identity, age, color, national origin, disability, height, weight, or marital status. 14. APPLICABLE LAW/COMPLIANCE WITH THE LAW. This Agreement shall be construed under and in accordance with the laws of the State of Michigan and all obligations of the parties created hereunder are to be performed in Ingham County, State of Michigan. Neogen agrees to comply with all federal, state and local laws. Neogen will comply with the terms of any grant to which the Premises is subject. 15. COMPLETE AGREEMENT. This Agreement constitutes the sole and only agreement of the parties, and supersedes any prior understanding or written or oral agreement between the parties respecting the within subject matter. 16. AMENDMENTS. No amendment, modification or alteration of the terms contained in this Agreement shall be binding unless the same are in writing, dated subsequent to the dates hereof, and duly executed by the authorized representatives of the parties to this Agreement. 17. WAIVERS. No waiver by the parties of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any other breach of the same or any other term, conditions or covenant. 18. NOTICE OF DAMAGE OR LOSS TO PREMISES. 5 Neogen shall give reasonable notice to the City of any fire, theft, damage, or accident on the Premises of which it becomes aware at 483-4161. 19. ASSIGNMENTS. This Agreement may not be assigned by either the City or Neogen to a third party without the prior written mutual consent of both parties executed by their authorized representatives. 21. BINDING EFFECT OF AGREEMENT. This Agreement shall be binding upon, and the benefits shall inure to, the successors, representatives, and assigns of the parties. 22. TIME BEING OF THE ESSENCE. Time is of the essence in all the provisions of this Agreement. 23. CONSTRUCTION. This Agreement shall be construed to have been drafted by both parties to this Agreement. 24. DISREGARDING SECTION TITLES. The titles of the sections set forth in this Agreement are inserted for the convenience of reference only and shall be disregarded when construing or interpreting any of the provisions of this Agreement. 25. INVALID PROVISIONS. If any section, clause or provision of this Agreement is rendered invalid, or unenforceable because of any State or Federal statute or regulation or ruling by any tribunal of competent jurisdiction, that section, clause or provision shall be null and void and to be considered deleted, and the remainder of this Agreement shall not be affected thereby. Where the deletion of the unenforceable or invalid section, clause or provision would result in the illegality and/or unenforeeability of this Agreement, this Agreement shall be considered to have terminated as of the date in which the provision was declared invalid or unenforceable. 26. NOTICES. All notices under this Agreement shall be in writing and be sent by certified mail addressed to the respective party at the address indicated below or at such other address as the parties shall designate in writing. A change in address may be effected by a certified letter sent by either party to the other. If to City: 6 Director of Lansing Parks and Recreation 124W. Michigan Ave. City Hall, 8"'Floor Lansing, M148933 With copy to Lansing City Attorney 124W. Michigan Ave. City Hall, 5t"Floor Lansing, MI 48933 If to Neogen: 27. CERTIFICATION OF AUTHORITY TO SIGN THIS AGREEMENT. The persons signing this Agreement on behalf of the parties hereto certify by their signatures that they are duly authorized to sign on behalf of said parties and that this Agreement has been authorized by said parties. IN WITNESS WHERE'OF, the authorized representatives of the parties have signed and executed this Agreement to be effective as of the date executed. IN WITNESS WHEREOF, the parties hereto have caused this License to be executed by their authorized officers on this day of 2013. WITNESSES: NEOGEN CORPORATION By: Its: 7 CITY OF LAN5ING By: City Clerk Virg Bernero Its: Mayor Approved as to Form Only I certify that unencumbered funds are available in acct. no.: N/.A By City Attorney Finance Director 8