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HomeMy WebLinkAboutC-2682P00 -q6 0-,2489- RIGHT OF ENTRY AGREEMENT –This Right of Entry Agreement ( "Right of Entry") is entered into this t _L__— day 201 1b and between the CITY OF ARCADIA, a California charter city and municipal corporation ( "CITY") and the Arcadia American, Arcadia National, and Santa Anita Little Leagues ( "LITTLE LEAGUES "). CITY AND LITTLE LEAGUES are sometimes individually referred to in this Right of Entry as "Party" and collectively as "Parties." RECITALS A. WHEREAS, CITY is the owner in fee of that certain real property commonly referred to as the Bonita Park Baseball Field, situated on APN 5773 - 015 -936 in the City of Arcadia, California ( "Property "); and B. WHEREAS, LITTLE LEAGUES desire to obtain CITY'S permission and CITY wishes to grant LITTLE LEAGUES permission to enter onto Property and cause to be provided, contracted services to completely renovate the infield of Property ( "Improvements "); and C. WHEREAS, LITTLE LEAGUES wish to retain the services of Athletic Field Specialist ( "Contractor"), under separate contract, to provide said Improvements. The Improvements are more specifically set forth in Exhibit "A ", attached hereto and incorporated herein by reference; and D. WHEREAS, the Parties wish to enter into this Right of Entry whereby CITY will allow LITTLE LEAGUES, its officials, employees, agents, and Contractor, to enter Property for the purpose of installing the Improvements in accordance with the terms set forth herein; NOW, THEREFORE, CITY and LITTLE LEAGUES do hereby agree as follows: AGREEMENT 1. Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above. Said Recitals are incorporated herein by reference. 2. Right of Entry. CITY hereby grants to LITTLE LEAGUES and its officials, employees, agents, and Contractor, the temporary right to enter onto Property for the purpose of performing a complete renovation of the infield at Bonita Park Baseball Field and for no other purpose. The right to enter Property shall be subject to the following terms and conditions: a. Any property of CITY damaged or destroyed by LITTLE LEAGUES, or its officials, employees, agents or Contractor, incident to the exercise of the privileges herein granted, shall be promptly repaired or replaced by LITTLE LEAGUES, or in lieu of such repair or replacement, LITTLE LEAGUES shall, if so required by the City Manager, pay to CITY money in an amount sufficient to compensate for the loss sustained by CITY or by reason of damage to or destruction of CITY property. b. All tools, equipment, and other property taken onto or placed upon Property by LITTLE LEAGUES, its officials, employees, agents or Contractor, shall be removed upon expiration of this Right of Entry in accordance with Paragraph 3 below. LITTLE LEAGUES and Contractor are solely responsible for securing any tools, equipment, and other chattel on Property. c. Improvements shall be made without any cost or expense to CITY, and shall be paid by LITTLE LEAGUES. LITTLE LEAGUES shall be responsible for payment of the full amount therefor and any approved change orders. d. LITTLE LEAGUES agrees to communicate with CITY Recreation & Community Services Department ( "Department ") as to all requests to close /lock any portion of Property and to deviate from Improvements. 3. Term. This Right of Entry shall be effective from the date first set forth above and shall expire on fe bfV -1'Y � 201 Z- , unless earlier terminated as provided herein. 4. Liens, LITTLE LEAGUES shall not permit to be placed against Property, or any part thereof, any design professionals', mechanics', materialmen's, contractors' or subcontractors' liens with regard to LITTLE LEAGUES' actions upon Property under this Right of Entry. LITTLE LEAGUES agrees to hold CITY harmless for any loss or expense, including reasonable attorneys' fees and costs, arising from any such liens which might be filed against Property. 5. Compliance with Laws/Permits. LITTLE LEAGUES shall, in all activities undertaken pursuant to this Right of Entry, comply, and ensure that its Contractor, agents and employees comply, with all federal, state and local laws, statutes, orders, ordinances, rules, regulations, plans, policies and decrees. Without limiting the generality of the foregoing, LITTLE LEAGUES, at its sole cost and expense, shall obtain any and all permits which may be required by any law, regulation or ordinance for any activities LITTLE LEAGUES desires to conduct or have conducted pursuant to this Right of Entry. 6. Insurance. LITTLE LEAGUES shall, prior to any work being performed on Property pursuant to this Right of Entry, obtain for itself, and require Contractor and any consultant entering Property on its behalf to obtain, insurance of the type, containing the provisions and in the amounts described in Exhibit "B" attached hereto and incorporated herein by reference. 7. Release. LITTLE LEAGUES hereby releases and waives, and shall be deemed to have released and waived, on behalf of itself and all licensees, any and all present or future claims, causes of action, or demands against CITY, its officials, officers, employees, volunteers and agents, that LITTLE LEAGUES and /or licensees now have or may hereafter accrue on account of, or in any way growing out of or in connection with, any and all known and unknown, or seen and unforeseen, bodily and personal injuries, 2 including death, or property damage and the consequences thereof, resulting or which may result from any acts or omissions of LITTLE LEAGUES and/or licensees upon Property or the use of any equipment or procedures while on, entering, or leaving Property. The release and waiver provided in this paragraph 7 shall not extend to claims, causes of action or demands arising out of or involving the willful conduct or gross negligence of the City, its officials, officers, employees volunteers or agents. 8. Indemnification. a. LITTLE LEAGUES hereby agrees to indemnify, defend, assume all liability for and hold harmless CITY and its officers, employees, agents and representatives from all actions, claims, suits, penalties, obligations, liabilities, damages to property, environmental claims or injuries to persons, which may be caused by LITTLE LEAGUES' activities pursuant to this Right of Entry or arising out of or in connection with such activities, whether such activities or performance thereof is by LITTLE LEAGUES, Contractor or anyone directly or indirectly employed or anyone else under contract with LITTLE LEAGUES, and whether such damage or claim shall accrue or be discovered before or after the termination of this Right of Entry. The obligations set forth above shall not apply to actions, claims, suits, penalties, obligations, liabilities, damages to property, environmental claims or injuries to persons arising out of, involving or caused by the willful or negligent conduct of CITY and its officers, employees, agents and representatives. LITTLE LEAGUES specifically, and not by way of limitation agrees that it shall be responsible for the clean up of Property upon completion of Improvements pursuant to this Right of Entry. The indemnity and other rights afforded to CITY by this section shall survive the revocation or termination of this Right of Entry. b. LITTLE LEAGUES shall require that Contractor agree to indemnify defend, assume all liability for and hold harmless CITY and its officers, employees, agents and representatives from all actions, claims, suits, penalties, obligations, liabilities, damages to property, environmental claims or injuries to persons, which may be caused by Contractor's activities pursuant to this Right of Entry or arising out of or in connection with such activities, whether such activities or performance thereof is by Contractor, or anyone directly or indirectly employed or under subcontract with Contractor, and whether such damage or claim shall accrue or be discovered before or after the termination of this Right of Entry. LITTLE LEAGUES shall also require that Contractor agree that the indemnity and other rights afforded to CITY by this section as against Contractor shall also survive the revocation or termination of this Right of Entry. 9. Maintenance and Repair. CITY shall, at its own cost, exercise all reasonable measures to repair and maintain Improvements on Property at all times Property is used for purposes consistent with said Improvements. CITY does not guarantee, warrant or represent that Property will continue to be used for purposes described in this Right of Entry. 10. Inspection. CITY and its representatives, employees, agents or contractors may enter and inspect Property or any portion thereof or any Improvements made thereon 3 at any reasonable time to verify LITTLE LEAGUES' compliance with the terms and conditions of this Right of Entry. 11. No Real Property Interest. It is expressly understood that this Right of Entry does not in any way whatsoever grant or convey any permanent easement, lease, fee or other interest in Property to LITTLE LEAGUES or Contractor. This Right of Entry is not exclusive and CITY specifically reserves the right to grant other rights of entry on and within the vicinity of Property. 12. Attorneys' Fees. In the event of a dispute between the Parties with respect to the terms or conditions of this Right of Entry, the prevailing Party shall be entitled to collect from the other its reasonable attorneys' fees as established by the judge or arbitrator presiding over such dispute. 13. Revocable License and Termination. Notwithstanding any improvements made by LITTLE LEAGUES or Contractor to Property or any sums expended by LITTLE LEAGUES or Contractor in furtherance of this Right of Entry, the right of entry granted herein is revocable and may be terminated by CITY in accordance with the terms herein. a. This Right of Entry shall terminate pursuant to its expiration date, or may be terminated at any time by CITY upon 48 hours written notice provided to LITTLE LEAGUES. b. In cases of an emergency or a breach of this Right of Entry by LITTLE LEAGUES, this Right of Entry may be terminated by CITY immediately. C. This Right of Entry may only be extended, modified or amended by mutual agreement of the Parties expressed in writing and signed by a duly authorized representative of each of the respective Parties hereto. 14. Notice. Any notice hereunderto be given by LITTLE LEAGUES to CITY shall be deemed to be properly served on the date it is deposited in the United States Mail, postage prepaid, addressed to City of Arcadia, City Manager, 240 W. Huntington Dr., Arcadia, California 91007. Any notice to be given hereunder by CITY to LITTLE LEAGUES shall be deemed to be properly served on the date it is deposited in the United States Mail, postage prepaid, addressed to James Tedford, President, Arcadia American Little League, P. 0. Box 1050, Arcadia, California, 91077; with a copy to Gregory Bums, President, Santa Anita Little League, 911 South Primrose, Suite P, Monrovia, California 91016 and Michael Pedersen, President, Arcadia National Little League, P. O. Box 660362, Arcadia, California 91006. 15. Independent Contractor. It is expressly understood that Contractor shall not be an employee of CITY, but shall be instead an independent contractor under separate contract with LITTLE LEAGUES. LITTLE LEAGUES assumes all responsibility for supervision of Contractor and warrants that Improvements shall be performed competently and professionally, in accordance with the standards prevalent in Contractor's industry. 4 16. Continuing Liability. No termination or expiration of this Right of Entry shall release LITTLE LEAGUES from any liability or obligation hereunder resulting from any acts, omissions or events happening prior to the termination or expiration of this Right of Entry. 17. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it, and supersedes all prior and contemporaneous agreements, representations, and understanding of the Parties with respect to such subject matter and with respect to any other agreements relating to Property. 18. Authority. The persons signing below represent and warrant that they have the requisite authority to bind the entities on whose behalf they are signing. 19. Severability of Provisions. If any one or more of the provisions of this Right of Entry shall be held by court of competent jurisdiction to be void, voidable, or unenforceable, such provision(s) shall be deemed severable from the remaining provisions of this Right of Entry and shall not affect the validity of the remaining portions of this Right of Entry. 20. Counterparts. This Right of Entry may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. [Signatures on following page] 5 SIGNATURE PAGE TO RIGHT OF ENTRY AGREEMENT IN WITNESS WHEREOF, the Parties hereto have executed this Right of Entry on the date first written above. THE CITY OF ARCADIA Donald Penman City Manager 1z1-2 7 /2-0 << T Date ATTEST: IN City Clerk APPROVED AS TO FORM: By: 2ql-4-4 P. btaa- Step0en P. Deitsch City Attorney 2 Name: Title: Date LITTLE LEAGUES SIGNATURE PAGE TO RIGHT OF ENTRY AGREEMENT IN WITNESS WHEREOF, the Parties hereto have executed this Right of Entry on the date first written above. THE CITY OF ARCADIA Donald Penman City Manager i 2I.2 7/0-0(1 Date ATTEST: By: City k APPROVED AS TO FORM: By: 2qj&"4 P. bezra Stephen P. Deitsch City Attorney 6 LITTLE LEAGUES i Name:. -�; Title:r�s, Date EXHIBIT "A" IMPROVEMENTS [ATTACHED BEHIND THIS PAGE] 7 1� AT1 aXTIC FIELII SPIEL 1 URTS November 3, 2011 Mr. Mike Stiles Arcadia Little League Arcadia, CA 90016 Dear Mike, Here is the proposal you requested for the baseball infield renovation procedures at Bonita Park in Arcadia. For the best results, we recommend a complete renovation of the infield. This procedure will address and correct all safety and playability issues on the field. It will also address the aesthetic appeal of the Acid. For this procedure, Athletic Field Specialists proposes to: 1. Sod out and remove all the turf on the infield (diamond) and wings of the field. The cut debris will be stockpiled onsite and disposed of by Arcadia Little League. (I will provide you with a separate lino-item to have us haul off and dispose the debris offsite). We will also sod cut and remove 6 feet off the we into the outfield and reset the are to the new field dimensions. We will import soil mix onto the low area of the field (in front of the first base dugout) to promote surface drainage'and eliminate the puddles that currently exist. 2. Provide and incorporate no less than 50 tons of infield mix into the existing infield skin. The infield mix will be compacted and laser leveled. 3. Rebuild the pitcher's mound and reset the mound back 6 feet 4. Relocate the. existing quick coupler valve behind the pitcher's mound three feet back. 5. Provide and install new base pegs at 90' and home plate. 6. Laser grade the field and prepare for sod. 7. Provide and install hybrid Bermuda sod in "big roll" format. The new sod will be rolled and fertilized with a pro-plant fertilizer to expedite the establishment proem- The cost for this procedure is $26,500.00. It includes all material, sod, labor and equipment required for the procedures detailed above. It excludes any irrigation modifications, disposal costs or any costs associated with closing down and securing the field until the field becomes established. If you would like us to haul off and dispose the debris off site, add an additional $3,200.00. 304 E. Shaum Drive - band, CA92346+ Office (+ "864- ,25'M• I=("9) 425 -IMS EXHIBIT "B" INSURANCE PROVISIONS LITTLE LEAGUES shall, prior to any work being performed on Property pursuant to this Right of Entry, obtain and shall require any consultant or contractor entering Property on its behalf to obtain insurance of the type, containing the provisions and in the amounts described below and satisfactory to CITY. A. Commercial General Liability and Indemnity Insurance. LITTLE LEAGUES shall maintain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less then $1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Right of Entry Agreement or be no less than two times the occurrence limit. Such insurance shall: 1. Include CITY and its officials, officers, employees, agents, and consultants as additional insureds with respect to the construction of Improvements and Property and shall contain no special limitations on the scope of coverage or the protection afforded to these insureds; 2. Be primary with respect to any insurance or self - insurance programs covering CITY, its officials, officers, employees, agents and consultants; and 3. Contain standard separation of insured provisions. B. Workers' Compensation Insurance. LITTLE LEAGUES shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 each accident. C. Certificates of Insurance. LITTLE LEAGUES shall, priorto entering Property, furnish CITY with properly executed certificates of insurance and, if requested by CITY, certified copies of endorsements and policies, which clearly evidence all insurance required under this Right of Entry Agreement and provide that such insurance shall be not canceled, allowed to expire or be materially reduced in coverage, except on 30 days' prior written notice to CITY. CITY shall have the sole discretion to determine whether the certificates and endorsements presented comply with the provisions of this Right of Entry. D. Coverage Maintenance. LITTLE LEAGUES shall replace certificates, policies and endorsements for any insurance expiring prior to the termination of this Right of Entry Agreement. Unless otherwise provided for in this Right of Entry Agreement, LITTLE LEAGUES shall maintain such insurance from the execution of this Right of Entry Agreement until the construction of Improvements are complete. E. Licensed Insurer. LITTLE LEAGUES shall place such insurance with insurers having A.M. Best Company ratings of no less than A:VIII and licensed to do business in California, unless otherwise approved, in writing, by CITY.