HomeMy WebLinkAboutR-2025-017 Agreement with Wildflower PTO, Inc RESOLUTION NO. R-2025-017
A RESOLUTION APPROVING AN AGREEMENT WITH WILDFLOWER PTO, INC.
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE,
MISSOURI AS FOLLOWS:
THAT the Riverside Board of Aldermen hereby approves the Agreement by and
between the City of Riverside and Wildflower PTO, Inc., in substantially the form attached
hereto, and the Mayor is authorized to execute the Agreement on behalf of the City; and
FURTHER THAT the Mayor, the City Administrator and other appropriate City officials
are hereby authorized to take any and all actions as may be deemed necessary or convenient
to carry out and comply with the intent of this Resolution and to execute and deliver for and on
behalf of the City all certificates, instruments, agreements and other documents, as may be
necessary or convenient to perform all matters herein authorized; and
FURTHER THAT this Resolution shall be in full force and effect from and after its
passage and approval.
ADOPTED AND PASSED this 18th day of February 2025.
Mayor Kathleen L. Rose
ATTEST:
Robin Kincaid, City Clerk
AGREEMENT
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This Agreement is made and entered into as of the /$— day of f e.btr art , 2025, by and
among the City of Riverside, Missouri, a municipal corporation (hereinafter referred to as the
"City"), Evergreen Skateparks, LLC, (hereinafter referred to as "Evergreen"), and Wildflower
PTO,Inc. (hereinafter referred to as"Wildflower").
1. SCOPE OF WORK
Wildflower agrees to provide the following items for the Project at its sole expense and without
expectation of reimbursement or compensation from the City. Wildflower shall secure one or
more qualified individuals who are willing to volunteer their services to install the items.
1.1. Braille Ceramic Tiles: Supply ceramic tiles with Braille writing for installation on
vertical surfaces to provide cardinal directions and decorative elements.
1.2. Patterned Rollers for Edge Treatment: Provide patterned rollers and coordinate with
Evergreen for the installation of tactile edge treatments to assist visually impaired skaters
in identifying skatepark boundaries.
1.3. Drawings and Specifications: Submit shop drawings, material specifications, and
installation plans for all contributions to the City and Evergreen.
2. TIME FOR COMPLETION
2.1. Wildflower shall complete all work by March 30, 2025. The City and Evergreen shall be
notified immediately of any delay,providing a revised schedule that must be approved by
the City. Any delay beyond March 30,2025 without an approved extension may result in
termination as outlined in Section 9.
3. OWNERSHIP OF MATERIALS
3.1. Upon installation, all materials and equipment, including Braille ceramic tiles, patterned
rollers,and spare tiles,shall become the sole property of the City.
4. SUBMITTALS AND COORDINATION
Wildflower shall submit the following documentation to the City for review and approval prior
to commencing any of its respective work:
4.1. Detailed shop drawings for the installation of Braille ceramic tiles, patterned edge
treatments, including dimensions,materials, and proposed locations.
4.2. Material specifications for all materials, including tiles and patterned rollers.
4.3. A site layout plan showing the proposed locations of all contributions and how they
integrate into the Project.
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4.4. Installation procedures describing the method and sequence of installation for all
contributions.
4.5. As-built plans for any components already installed, which shall be updated throughout
the installation process.
Submittals must be provided no less than 30 days before scheduled work, allowing sufficient
time for review and revisions as needed. The City shall have 14 days to review and approve,
reject,or request modifications to any submittals. Wildflower shall make requested modifications
and resubmit promptly.
Wildflower shall:
4.6. Work with Evergreen to establish a mutually agreed schedule for the installation of its
contributions, ensuring minimal disruption to Evergreen's work and the overall Project
timeline.
4.7. Assign a designated representative to coordinate directly with Evergreen's project
manager regarding daily activities, access to the site, and any changes to plans or
schedules.
1.1. Attend a pre-installation meeting with the City and Evergreen to review approved plans,
specifications,and safety protocols.
1.2. Comply with all site safety requirements,including any applicable OSHA regulations.
1.3. Notify Evergreen and the City of any potential issues during installation and obtain prior
approval for any deviations from the approved plans.
1.4. Agree that each of its volunteers working on the project shall execute the City's Release
document,a copy of which is attached hereto as Exhibit A.
Evergreen shall provide Wildflower with:
4.8. Access to the site during mutually agreed-upon times,and shall not unreasonably delay or
restrict access to the site. If Evergreen needs to delay or restrict access due to scheduling
conflicts, Evergreen shall notify Wildflower as soon as practicable in advance and
provide a proposed alternative schedule.
4.9. Information on Evergreen's construction schedule, milestones, and critical-path activities
to ensure Wildflower's contributions correspond with the overall Project schedule.
The City may approve minor adjustments to the location, design, or specifications of
Wildflower's contributions during construction if deemed necessary for safety, functionality, or
aesthetic purposes. If any adjustments affect Evergreen's work, Evergreen shall notify the Parties
of any potential delays or cost implications. Upon completion of the work, the City shall inspect
the installed contributions for compliance with approved plans and specifications. Any
deficiencies or incomplete work identified during inspection must be corrected by Wildflower at
its own expense within a timeframe specified by the City. Final acceptance of the contributions
shall occur only after:
4.10. Completion of all installations in compliance with approved plans.
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4.11. Submission of updated as-built plans.
4.12. Verification that all work meets applicable standards and integrates properly with the
Project.
Wildflower warrants that all work provided under this Agreement shall be free from defects in
material and workmanship for a period of one year following final acceptance of the work by the
City. In the event of a defect within this warranty period, Wildflower shall repair or replace the
defective work at no additional cost to the City.
5. COMPLIANCE WITH LAWS
5.1. Wildflower shall comply with all applicable federal, state, and local laws, ordinances, and
regulations in connection with their respective obligations under this Agreement,
including but not limited to Section 292.675 RSMo.
6. INDEMNIFICATION
6.1. To the fullest extent permitted by law, Wildflower shall defend, indemnify, and hold
harmless City, its employees, officers, and agents, from and against claims, damages,
losses, and expenses, including but not limited to attorney's fees, arising out of or
resulting from the performance of the Work, provided that such claim, damage, loss, or
expenses is attributable to bodily injury, sickness, disease, or death or to injury to or
destruction of tangible property, but only to the extent caused or allegedly caused by the
negligent or willful acts or omissions of Wildflower, a Subcontractor, or anyone directly
or indirectly employed by them, or anyone for whose acts they may be liable, regardless
of whether such claim, damage, loss, or expense is caused in part by a party indemnified
hereunder. This obligation is not intended to, and shall not, negate, abridge, or reduce
other rights or obligations of indemnity that would otherwise exist as to a party or person
as set forth in this Agreement.
6.2. In claims against any person or entity indemnified herein by an employee of Wildflower,
a Subcontractor,or anyone directly or indirectly employed by them or for whose acts they
may be liable, the indemnification obligation shall not be limited by a limitation on the
amount or type of damages, compensation, or benefits payable by or for Contractor or a
Subcontractor or supplier under workers' compensation acts, disability benefit acts, or
other employee benefit acts.
7. INSURANCE
7.1. Wildflower shall, at all times during the performance of any of the Work, maintain not
less than the following insurance coverages and amounts:
7.1.1. COMMERCIAL GENERAL LIABILITY - Wildflower shall provide coverage
for Wildflower, City, its employees, officers, and agents, and any architects,
engineers, or other design professionals engaged by or on behalf of City against
claims for damage to property and/or illness of, injury to, or death of any person
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or persons related to or arising out of the Work. Such coverage shall name the
City, together with its employees and officers, as an additional insured and have
not less than the following limits:
a. Each occurrence $3,000,000.00
b. General aggregate $3,000,000.00
c. Products/completed operations aggregate $3,000,000.00
d. The following coverage shall be included:
• Blanket contractual liability
• Products/completed operations
• Personal/advertising injury
• Broad form property damage
• Independent contractors
• Explosion,Collapse,and Underground Damage
7.1.2. All insurance shall be written by an insurer or insurers acceptable to City and with
a minimum financial rating not lower than "A-" in Best's Insurance Guide, latest
edition. All insurance shall be written on an occurrence basis, and all aggregate
limits shall apply in total to the Work only. Each policy providing general liability
coverage or automobile liability coverage (including any umbrella or excess
policy that provides any required general or automobile liability coverage) shall
provide contractual liability coverage for all indemnity obligations of Wildflower
under the Contract Documents. Each policy providing general liability or
automobile liability coverage (including any umbrella or excess policy that
provides any required general or automobile liability coverage) shall, in form
satisfactory to City, (1) name as additional insureds City, its employees, officers,
and agents, and any architects, engineers, or other design professionals engaged
by or on behalf of City, and (2) provide that it is primary to any other insurance
maintained by any additional insured, which other insurance shall be excess or
contingent. The insurance provided to the additional insureds shall apply,without
limitation, to injury or damage caused by Work included in the
products/completed operations hazard.
7.1.3. All policies and certificates of insurance shall provide no less than thirty (30)
days' prior written notice to City in the event of cancellation, expiration, non-
renewal, alteration, or reduction (including but not limited to reduction by paid
claims) of coverage or limits contained in the policy or evidenced by the
certificate of insurance. Wildflower shall furnish City a certificate or certificates
and copies of policies, all satisfactory to City, evidencing that Wildflower has all
the required insurance and is in compliance with this Article. The certificate or
certificates and copies of policies shall be delivered to City's designated
representative not less than seven (7) days before Wildflower first performs any
of the Work. All policies except Workers' Compensation and Employer's
Liability shall contain a waiver of subrogation in favor of City, its employees,
officers, and agents, and architects, engineers, or other design professionals
engaged by or on behalf of City.
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8. TERMINATION AND DEFAULT
8.1. The City may terminate this Agreement if Wildflower fails to perform its obligations
after receiving written notice and a 14-day opportunity to cure. Upon termination, any
materials or equipment already provided or installed by Wildflower shall become the sole
property of the City.
9. DISPUTE RESOLUTION
9.1. Any disputes between Wildflower and Evergreen regarding coordination or installation of
contributions shall be submitted to the City for resolution.
10.ASSIGNMENT AND TRANSFER
10.1. Except with the prior written consent of City, Wildflower shall not assign or transfer this
Agreement or issue a subcontract to any person or entity for any or all of the Work. City's
consent to any transfer, assignment, or subcontract shall not relieve Wildflower from any
obligation under this Agreement, nor shall it create any obligation from City to any
assignee, Subcontractor, or vendor.
11. NON-WAIVER
11.1. The failure of the City to enforce any provision of this Agreement shall not constitute a
waiver of its right to enforce that provision or any other provision in the future.
12.ENTIRE AGREEMENT AND SEVERABILITY
12.1. This Agreement constitutes the entire understanding between the parties and supersedes
all prior agreements or understandings.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
authorized representatives.
APPROVED AS TO FORM:
ATTORNEY
By: t
Attorney, (24,( co PI(/
COUNTERSIGNED BY:
CITY PURCHASING AGENT.
By:
B ' E. oral
ity Administrat
CITY OF RIVERSIDE:
B
y' Ka een L.Rose,Mayo ;' ' A
' ""� Robi> Kinc d,City Clerk
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Evergreen Skateparks,LLC:
By: ----- -
(Signature)
Printed Name: Catherine Coulon
Title: owner
ATTEST:
SECRETARY,
(Name Printed)
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Wildflower PTO,Inc.:
By:(-300Ca‘k, '4. • Pkk.,b
(Signature)
Printed Name O— t Q. Sc!t Yl.. °�-
Tit1e (e I\ Q,.t\±
ATTEST:
SECRETARY,
(Name Printed)
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Exhibit A
Release
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CITY OF RIVERSIDE,MISSOURI
RELEASE
The undersigned is or may be a volunteer for the City of Riverside, Missouri ("City"),
pertaining to the volunteer activities related to the installation of Braille ceramic tiles and
patterned rollers in the City's skatepark project ("Project" or "Volunteer"). The undersigned
hereby fully assumes the risk of any injury or loss that the undersigned may sustain that is in any
way connected with being a Volunteer. The undersigned understands that there are risks inherent
to, and directly or indirectly related to being a Volunteer. The undersigned has agreed to assume
such risks and grant the releases stated herein in consideration for being permitted to participate
in the Project.
The undersigned releases and forever discharges the City and its agents and employees,
from all claims, demands, actions and causes of actions, relating to any injury or loss which the
undersigned may sustain, resulting from the negligence of any of the aforementioned parties or
in any way connected with participation in the Project or related activities. The undersigned
releases, waives, discharges, and covenants not to sue the City from all liability on account of
injury to the person or property of the undersigned, caused by the negligence of the City. The
undersigned does not release the City from liability for intentional torts and/or gross negligence.
The Volunteer agrees to indemnify, defend, and hold harmless the City and Evergreen
Skateparks, LLC from and against any claims, liabilities, damages, or expenses (including
attorney's fees) arising from the Volunteer's own negligent, reckless, or intentional acts or
omissions; or
any third-party claims related to the Volunteer's participation in the Project.
The provisions of this Release are severable, and the invalidity of any provision shall not
affect the validity of any other provision hereof. The construction and interpretation of this
agreement shall at all times and in all respects be governed by the laws of the State of Missouri,
including Missouri's statutes of limitations. The undersigned fully understands the meaning and
effect of this Release and has freely agreed to be bound by its terms.
Signature of Volunteer Printed Name
DATE: ,2025
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