HomeMy WebLinkAboutC-2221 AUSD Contract # 15-16-036
EXHIBIT A C ZZZ 1 1
American Red Cross 0 —2
Shelter Agreement
The American National Red Cross ("Red Cross"), a not-for-profit corporation chartered by the
United States Congress, provides services to individuals, families and communities when disaster
strikes. The disaster relief activities of the Red Cross are made possible by the American public,
as the organization is supported by private donations and facility owners who permit their
buildings to be used as a temporary refuge for disaster victims. This agreement is between the
Red Cross and a facility owner("Owner")so the Red Cross can use the facility as an emergency
shelter during a disaster.
DR#: Facility:
Parties and Facility
Owner:
Legal name: Arcadia Unified School District
Chapter:
24-Hour Point of Contact:
Name and title: Jaime Morales
Manager, Purchasing & Risk Management
Work phone: 626-821-6620 Cell phone/pager: 626-802-0706
Address for Legal Notices:
150 S Third Avenue, Arcadia, CA 91006
Red Cross:
Legal name: The American National Red Cross
Chapter: Los Angeles Region
24-Hour Point of Contact:
Name and title: After Hours Unit: Ask for Chapter Disaster Duty Officer
Work phone: 855 891-7325 Cell phone/pager:
Address for Legal Notices:
11355 Ohio Ave., Los Angeles, CA 90025
Copies of legal notices must also be sent to:
The American National Red Cross, Office of the General Counsel,
2025 E Street, NW, Washington DC 20006
and
The American National Red Cross, Disaster Operations,
2025 E Street NW, Washington, DC 20006.
Shelter Facility:
(Insert name and complete street address of building or, if multiple buildings, write"See attached
Facility List"and attach Facility List including complete street address of each building that is part of
this Agreement).
See attached Facility List
1 Rev. 12-07
a
Terms and Conditions
• 1. Use of Facility: Upon request and if feasible, the Owner will permit the Red Cross to use the
Facility on a temporary basis as an emergency public shelter.
2. Shelter Management:The Red Cross will have primary responsibility for the operation of the
shelter and will designate a Red Cross official, the Shelter Manager, to manage the sheltering
activities.The Owner will designate a Facility Coordinator to coordinate with the Shelter Manager
regarding the use of the Facility by the Red Cross.
3. Condition of Facility: The Facility Coordinator and Shelter Manager(or designee)will jointly
conduct a pre-occupancy survey of the Facility before it is turned over to the Red Cross. They
will use the first page of the Facility/Shelter Opening/Closing Form to record any existing damage
or conditions. The Facility Coordinator will identify and secure all equipment that the Red Cross
should not use while sheltering in the Facility. The Red Cross will exercise reasonable care while
using the Facility as a shelter and will make no modifications to the Facility without the express
written approval of the Owner.
4. Food Services: Upon request by the Red Cross, and if such resources exist and are
available, the Owner will make the food service resources of the Facility, including food, supplies,
equipment and food service workers, available to feed the shelter occupants. The Facility
Coordinator will designate a Food Service Manager to coordinate the provision of meals at the
direction of and in cooperation with the Shelter Manager. The Food Service Manager will
establish a feeding schedule, determine food service inventory and needs, and supervise meal
planning and preparation. The Food Service Manager and Shelter Manager will jointly conduct a
pre-occupancy inventory of the food and food service supplies in the Facility before it is turned
over to the Red Cross.
5. Custodial Services: Upon request by the Red Cross and if such resources exist and are
available, the Owner will make its custodial resources, including supplies and custodial workers,
available to provide cleaning and sanitation services at the shelter. The Facility Coordinator will
designate a Facility Custodian to coordinate the provision of cleaning and sanitation services at
the direction of and in cooperation with the Shelter Manager.
6. Security: In coordination with the Facility Coordinator;the Shelter Manager, as he or she
deems necessary and appropriate, will coordinate with law enforcement regarding any public
safety issues at the Shelter.
7. Signage and Publicity: The Red Cross may post signs identifying the shelter as a Red Cross
shelter in locations approved by the Facility Coordinator and will remove such signs when the
shelter is closed. The Owner will not issue press releases or other publicity concerning the
shelter without the express written consent of the Shelter Manager. The Owner will refer all
media questions about the shelter to the Shelter Manager.
8. Closing the Shelter: The Red Cross will notify the Owner or Facility Coordinator of the closing
date for the shelter. Before the Red Cross vacates the Facility, the Shelter Manager and Facility
Coordinator will jointly conduct a post-occupancy survey, using the second page of the
Shelter/Facility Opening/Closing Form to record any damage or conditions. The Shelter Manager
and Facility Coordinator or Food Service Manager will conduct a post-occupancy inventory of the
food and supplies used during the shelter operation.
9. Reimbursement: The Red Cross will reimburse the Owner for the following:
a. Damage to the Facility or other property of Owner, reasonable wear and tear excepted,
resulting from the operations of the Red Cross. Reimbursement for facility damage will
be based on replacement at actual cash value. The Red Cross will select from among
bids from at least three reputable contractors. The Red Cross is not responsible for
storm damage or other damage caused by the disaster.
2 Rev. 12-07
b. Reasonable costs associated with custodial and food service personnel which would not
have been incurred but for the Red Cross's use of the Facility for sheltering. The Red
Cross will reimburse at per-hour, straight-time rate for wages actually incurred but will not
reimburse for(i)overtime or(ii)costs of salaried staff.
c. Reasonable, actual, out-of-pocket operational costs, including the costs of the utilities
indicated below, to the extent that such costs would not have been incurred but for the
Red Cross's use of the Premises (both parties must initial all utilities to be reimbursed by
the Red Cross):
Ow'- initials Red Cros initials
Water %
Gas
Electricity 114P
Waste Disposal
The Owner will submit any request for reimbursement to the Red Cross within 60 days after the
shelter closes. Any request for reimbursement for food, supplies or operational costs must be
accompanied by supporting invoices. Any request for reimbursement for personnel costs must
be accompanied by a list of the personnel with the dates and hours worked at the shelter.
10. Insurance:The Red Cross shall carry insurance coverage in the amounts of at least
$1,000,000 per occurrence for Commercial General Liability and Automobile Liability. The Red
Cross shall also carry Workers' Compensation coverage with statutory limits for the jurisdiction
within which the facility is located and $1,000,000 in Employers' Liability.
11. Indemnification: The Red Cross shall defend, hold harmless, and indemnify Owner against
any legal liability, including reasonable attorney fees, in respect to bodily injury, death and
property damage arising from the negligence of the Red Cross during the use of the Premises.
12. Term:The term of this agreement is for 3 district fiscal years 15-16, 16-17, and 17-18.
Arcadia Unified School District THE AMERICAN NATIONAL RED CROSS
Owner(I-Li; •:me) (legal name)
, 1 •` . , ,1
By(signature) • By(signature) la re i
Christina Aragon
Name (printed) Name bSt,W-T) &-accg -it),
Assistant Superintendent, Business Services
Title Title
Date g'I2g f l Date
f I Facility List
1. Arcadia High School
180 Campus Dr, Arcadia, CA 91007
2. Dana Middle School
1401 S 1st Ave, Arcadia, CA 91006
3 Rev. 12-07
Reference: AUSD Contract#: 07-08-307 1 .a.
AMENDMENT TO JOINT USE GYMNASIUM AGREEMENT
•
The Arcadia Unified School District and the City of Arcadia mutually agree to amend the Joint
Use Gymnasium Agreement, as follows:
1. American Red Cross Use of Dana Middle School as Temporary Emergency Public Shelter.
The use of the gymnasium at the Dana Middle School for fiscal years 15-16, 16-17, and 17-18,
as set forth in the "Joint Use Gymnasium Agreement", is subject to the use by the American Red
Cross for a temporary emergency public shelter pursuant to the terms and conditions of the
"American Red Cross Shelter Agreement" as set forth in Exhibit A incorporated herein by this
reference.
2. All Other Terms and Conditions of the Gymnasium Agreement Remain the Same. Except as
set forth in section 1, all other terms and conditions of the Joint Use Gymnasium Agreement
shall remain the same.
3. Effective Date. The effective date of this amendment shall be the approval or ratification by
V.
b h parties as signified by their signatures below.
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ARCADIA UNIFIED SCHOOL DISTRICT � Dated: / , 2015
\\I\Ck >laK(Igdin
Christina Aragon
Assistant Superintendent .
J Business Services
CITY OF ARCADIA Dated: Jvc...3\ , 2015
Dominic Lazzare-
City Manager
ATTEST:
\t-i TURVA Lk(
Cit,, ' erk
APPROVED AS TO FORM:
, kiit—-.6, P 4 ei‘, '
Stephen P. Deitsch
City Attorney
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JOINT USE GYMNASIUM AGREEMENT
This JOINT USE AGREEMENT ( "Agreement ") is made by and between the
ARCADIA UNIFIED SCHOOL DISTRICT, a California public school district
( "District ") and the CITY OF ARCADIA, a Charter City organized pursuant to the
Constitution and laws of the State of California ( "City ") effective upon approval by the
District and the City.
RECITALS
A. District and City desire to mutually cooperate in constructing and operating a
gymnasium to be located at Foothills Middle School, 171 East Sycamore, Arcadia, CA
91006 ( "Project'). The general location of the Project on the Foothills Middle School
Campus is shown on Exhibit "A" attached hereto and incorporated herein by reference.
B. The Project would benefit the children and residents of the District and the
City by providing recreational opportunities not currently available during the school day,
in the evenings, and on weekends.
C. Jointly operated recreational facilities between a public school district and a
city are expressly permitted under Education Code Sections 10900 et seq and 17077.40
through 17077.45.
D. The purpose of this Agreement is to fulfill the requirements to seek State of
California ( "State ") 50 -50 match funding for the Project under Senate Bill 50, Chapter
587 of the Statutes of 2003 ( "SB 50 ").
AGREEMENT
1. Recitals Incorporated: The Recitals set forth above are incorporated herein as
an integral part of this Agreement.
2. Financial Contributions: Under the terms of SB 50, the State will contribute up
to (50 %) of the approved Project costs, not to exceed One Million Five Hundred
Thousand Dollars ($1,500,000). The District and the City will equally share the
remaining costs, if the Project is approved. The estimated cost of the Project, including
both soft costs and hard costs, is Four Million Dollars ($4,000,000), and therefore the
estimated financial contribution for the District and the City will be One Million Two
Hundred Fifty Thousand Dollars ($1,250,000) each. Per Education Code Section
17077.45, if the costs of the Project exceed the amount authorized by the State, the
District and the City will equally share in paying the excess costs. Not withstanding any
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provision herein to the contrary, the City's maximum contribution shall not exceed One
Million Five Hundred Thousand Dollars ($1,500,000). It shall be a condition precedent
for the City's obligation to make any and all payments hereunder that the District and the
City first agree upon a budget for construction of the Project, and then agree upon actual
costs (both soft costs and hard costs) which will be incurred in completing the Project. If
the Project costs exceed the City's maximum contribution, the District and the City shall
meet and confer. Any additional expenditures beyond the City's maximum contribution
shall be subject to approval by the City Council, in its sole and absolute discretion.
The District shall be "Lead Agency" for purposes of causing the preparation of all
plans and specifications, applications for funding approvals, applications for land use
approvals to the extent they are required by law, agreements with consultants and
contractors, bid documents, and the like. The District shall award and execute all
contracts pertaining to the Project. In awarding all contracts and constructing the Project,
the District shall comply with all applicable laws pertaining to construction of the Project
including, without limitation, those set forth in the Public Contract Code and Labor Code.
As Lead Agency defined under CEQA and NEPA, the District shall be responsible for all
Federal and/or State environmental processing and approvals associated with applicable
environmental laws. In order to complete this responsibility, the District will engage a
CEQA/NEPA consultant whose fees and costs will be will be shared equally between the
District and City. The City shall have the right to meet and confer with the District on
the selection of such consultant. The District, in addition to being the Lead Agency, shall
be responsible for constructing the Project and all related improvements (collectively the
Project as described above). The District will respond to all Project related invoices. In
turn, the District will invoice the City for half of all Project- related invoices. The City
will remit its share of each invoice to the District within sixty (60) days of the City's
receipt of the District's invoice.
3. Proiect Specifications: The Project shall consist of a gymnasium of
approximately 7,500 -8,000 square feet with integrated restroom facilities, storage rooms,
office space and ancillary spaces of approximately 2,000 - 2,500 square feet. The Project
shall have 6 basketball hoops and backboards and the floor shall be installed to allow
poles to be set up for volleyball, badminton or other net sports. The wood floor in the
gymnasium shall be appropriately marked for basketball, volleyball and badminton. The
Project will be a Type II new construction project under SB 50. The design of the
Project, including a cost estimate and design for site preparation and improvements, shall
be jointly decided and agreed upon by District and City, using plans prepared by an
architect selected by District. The District and the City shall review and agree upon final
plans for the Project before they are submitted to the State for approval. The plans will
be submitted by the District to the California Department of Education and/or the Office
of Public School Construction for review and approval. The District and the City,
through their appropriate administrators, shall each have the right to review and approve
any and all changes to such plans.
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4. No State Approval: In the event that the Project is not approved for funding by
the State due to lack of funds under S$ 50, District and City shall equally share in costs
which had been incurred in preparing and submitting the Project package to the State,
including architect design and related costs; provided, however, that such costs shall have
been previously approved as part of the budget approved by the District and the City.
The maximum City contribution for purposes of preparing and submitting the Project
package to the State, including architect costs, as described in this Section 4 shall not
exceed Fifteen Thousand Dollars ($15,000), and this sum shall be deemed to be part of
the City's maximum contribution set forth in Section 2. District and City shall mutually
decide whether to again submit the Project package to the State during a subsequent
funding cycle.
5. Maintenance. Repair and Operation Costs: Subject to annual appropriations by
the applicable and respective legislative bodies, District and City shall equally share in all
costs associated with maintaining, repairing and operating the Project (other than
personnel costs and costs of obtaining insurance, which shall be borne by each party
separately with respect to their use of and interest in the Project). Maintenance and
Operations includes, but is not limited to, utility costs (not to include telephone and data),
structure, and physical plant. Maintenance and Operations shall also include roof,
HVAC, painting, maintenance of grounds and parking lot, security system, fire alarm
system, fire suppression system, plumbing, electrical, indoor and outdoor lighting,
gymnasium floor, windows, sport / activity equipment which is permanently affixed to
the structure (e.g. basketball goals, scoreboard and shot clock systems, and audio- visual /
public address systems) and landscaping /irrigation directly related to the Project.
As noted above, all Maintenance and Operations tasks will be undertaken and
accomplished by the District, either by using District force labor or outsourced labor;
provided, however, that they shall be in compliance with all applicable law. The term
Maintenance and Operations shall not include custodial care costs, and related personnel
and materials costs such as office supplies and custodial care products, associated with
each entity's use of the facility. Project Maintenance and Operation costs described
above shall include District personnel costs directly related to administering Maintenance
and Operations for which the District is responsible; provided that such administration
costs shall be determined using the District's approved State Indirect Cost Rate and shall
not exceed 10% of the cost of the applicable Maintenance and Operations expense item.
All Maintenance and Operation costs shall be paid directly by the District. The
City shall be billed quarterly by the District in the months of January, April, July, and
October for its share of the costs. Payment shall be made to the District by the City
within sixty (60) days of the City's receipt of an invoice. The District and the City shall
meet annually in the month of March for the purpose of establishing by mutual consent,
through their respective administrative staff, the Maintenance and Operation budget for
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the Project for the upcoming fiscal year, which begins on July 1. Either party may notice
the other in writing of any extraordinary Maintenance and Operation items needing
immediate attention, particularly in the event of a safety concern.
For their respective use of the Project, the City and the District shall each be
responsible for custodial care, and related personnel and materials costs, associated with
their daily use of the facility. The custodial care shall immediately take place following
the use of the Project by either the District or the City.
6. Operations Schedule: District and City agree to the following operation
schedule ( "Operation Schedule ") for the Project:
a. District Exclusive Use: District shall have exclusive use of the Project
on weekdays from 7:00 a.m. until 5:00 p.m.
b. City Exclusive Use: City shall have exclusive use of the Project from
5:00 p.m. until 10:00 p.m. on weekdays, and from 7:00 a.m. until 10:00 p.m. on
weekends and holidays. The City shall have access to the Project to perform custodial
obligations up to two hours immediately after the expiration of the time for City use as
set forth herein.
c. Special District or City Use:
1. Calendaring of Special Uses, Notice if not Calendared. The
District and City shall meet biannually, at times of the year to be specified by the parties,
and such other times as the parties may mutually agree to review and approve a proposed
calendar for special uses. The parties acknowledge that some proposed special uses, as
described in o.2. and c.3. below, may not be known until after the proposed calendar is
developed at such meetings. In such cases, at least thirty (30) days written notice shall be
given unless waived by the parties.
2. Designated Special Use Time by District. District shall have the
right to designate up to twelve (12) weekday evenings (after 5:00 p.m.) and up to three
(3) full day uses on weekends per year. District shall have the right to trade up to five (5)
weekday evening uses for up to five (5) hours on a Saturday or Sunday. If not calendared
at biannual meetings, notice shall be given as described in c.1.
3. Designated Special Use Time by City During Vacation Periods.
During District vacation periods (winter, spring and summer) if school programs or
school related programs are not in operation, City shall have the right to designate
additional uses during weekday hours. If not calendared at biannual meetings, notice
shall be given as described in c.1.
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d. Maintenance Activities: Use of the Project as specified above may need
to be curtailed from time to time for maintenance activities.
7. Staffing: District and City shall each be responsible for hiring employees and
staffing the Project during the time they are respectively using the Project. District and
City agree that they will provide sufficient staffing (depending on the activities being
provided) to ensure that students and community participants using the Project can be
safely monitored and supervised. At all times there shall be at least one (1) staff person
from the City or District present, during their respective use of the Project, who is trained
and certified in first aid and CPR. An emergency first aid kit shall be on the premises at
all times, as well as instruction materials on how to contact emergency services in the
event of accident, injury, or natural disaster. Staff shall be trained in exit routes out of the
Project, and where to take participants in case of emergency. Both District and City staff
shall be required to complete and file an incident report in case of any accident that
results in injury. Staff shall ensure that no one is allowed to smoke in or around the
Project and that no alcohol or controlled substances are allowed in or around the Project.
8. Insurance Requirements: City and District shall each provide its own liability
and other insurance deemed by each, respectively, to be necessary to protect the activities
and facilities covered hereunder in an amount of not less than Two Million Dollars
($2,000,000) per occurrence /Four Million Dollars (($4,000,000) in the aggregate. City
and District shall each provide the other with a certificate of insurance which certificate
shall provide evidence that thirty (30) day advance notice shall be required to be given to
the party receiving said certificate of any cancellation of such coverage. Alternatively,
City and/or District may self - insure up to the specified limits as evidenced by a rider or
certification of self - insurance to be provided to the other party. City and District shall be
responsible, respectively, for their own cost to procure such liability insurance.
District shall procure, if not available through its joint powers insurance authority,
fire and casualty (property) insurance in amounts and coverage mutually agreed upon,
which shall be a shared cost between the City and District. District shall meet and confer
with the City on procurement of fire and casualty insurance for the Project. For JPA
coverage, there shall be an appropriate pro ration of the District's cost for fire and
casualty insurance obtained through its JPA for the Project. In the event that such
insurance is available through the District's joint powers insurance authority, there shall
be an appropriate pro ration between the City and the District of the District's cost for fire
and casualty insurance for the Project.
9. Indemnification: Neither of the parties to this Agreement nor their respective
elected officials, officers, employees or agents, shall be deemed to assume or have any
liability for any act or omission of any other party, its elected officials, officers,
employees or agents, arising out of the performance of this Agreement.
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• •
City agrees to indemnify, defend, and hold harmless District, its officials, officers,
employees and agents from and against any and all claims, demands, suits, loss, damage,
injury and liability, including costs, judgments and expenses, arising out of any negligent
or wrongful act or omission of City, its officials, employees or agents in the performance
of this Agreement.
District agrees to indemnify, defend, and hold harmless City, its officials, officers,
employees and agents from and against any and all claims, demands, suits, loss, damage,
injury and liability, including costs, judgments and expenses, arising out of any negligent
or wrongful act or omission of District, its officials, officers, employees or agents in the
performance of this Agreement.
10. Equipment: District and City shall each be responsible for providing all of
the balls, equipment, and other related materials needed for the activities that are offered
during their respective operations of the Project. Both entities will be provided secure
storage areas for those items. To the extent District and City share equipment, such as
volleyball and badminton equipment, the District and City shall agree on a shared cost for
such materials.
11. Term: The Agreement shall terminate forty (40) years from recordation of
the notice of completion of the Project, unless sooner terminated upon mutual agreement
of District and City.
12. Notices: All notices to the parties shall be in writing and shall be delivered by
U.S. mail, overnight delivery, email transmission or fax. The addresses for notice are as
follows:
District: Arcadia Unified School District — Superintendent
234 Campus Drive
Arcadia, CA 91007
City: City of Arcadia — City Manager
240 West Huntington Drive
PO Box 60021
Arcadia, CA 91066 -6021
Either party may change the notice information by providing the other party with
advance notice in writing. U.S. mail deliveries shall be deemed to be received after (5)
days after mailing.
13. Amendments: This Agreement may only be amended in writing by mutual
agreement of the parties.
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14. Construction and Integration: The parties hereto acknowledge and agree that
each has been given the opportunity to review, this Agreement with legal counsel
independently, and/or has the requisite experience and sophistication to understand,
interpret, and agree to the particular language of the provisions thereof. In the event of an
ambiguity in or dispute regarding the interpretation of the same, the interpretation of this
Agreement shall not be resolved by any rule of interpretation providing for interpretation
against the party who causes the uncertainty to exist or against the draftsman. All prior
discussions, writings, drafts related to this Agreement are integrated herein.
15. Dispute Resolution: In the event of any dispute between the parties regarding
the meaning or interpretation of this Agreement the dispute shall be resolved in the
following manner. First, the parties shall attempt in good faith to resolve the dispute
between the respective representatives having immediate supervision and control over the
Project. Second, if that is not successful, the Superintendent of the Arcadia Unified
School District and the City Manager of the City of Arcadia shall attempt in good faith to
resolve the dispute. If all efforts fail, the parties may agree to submit the matter to
mediation or arbitration, with each party bearing half the cost, or if no agreement can be
reached, either party may proceed to litigation. In the event of litigation or arbitration,
the prevailing party is entitled to reasonable attorneys fees and costs.
16. Cooperation: District and City agree to reasonably cooperate with each other
in preparing and submitting any additional documentation needed by the State to
maximize the potential for funding the Project under SB 50.
17. Severability: If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, the remaining portions shall not in any way be affected or
impaired and shall remain in full force and effect unless to do so would be in
contradiction of the intent of the parties in entering into the Agreement.
18. Time: Time is of the essence in this Agreement and in each and every term,
provision and condition thereof.
19. Remedies Cumulative: No remedy or election hereunder shall be deemed
exclusive but shall, whenever possible, be cumulative with all other remedies at law or in
equity. The waiver or failure to enforce any provision of this Agreement shall not
operate as a waiver of any future breach of such provision or of any other provision
hereof.
20. Captions: The captions, headings, and titles to the various sections of this
Agreement are not a part of this Agreement, are for convenience and identification only,
and shall have no effect upon the construction or interpretation of any part thereof.
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21. No Third Party Benefit: This Agreement is by and between the parties named
herein, and unless expressly provided in the foregoing provisions, no third party shall be
benefited hereby. This Agreement may not be enforced by anyone other than a party
hereto, or a successor to such party who has acquired his /her /its interest in a way
permitted by this Agreement.
22. Assignees and Successors: This Agreement may not be assigned by either
party without the express written consent of the other party, which consent shall not be
unreasonably withheld.
23. Choice of Law: This Agreement has been negotiated and executed in the
State of California and shall be governed by the laws of that state. Any legal action
involving the Agreement shall be brought in the branch of the Los Angeles County court
of competent jurisdiction closest to the City of Arcadia, California.
24. Partial or Total Destruction of the Proiect: If the Project is either partially or
totally destroyed due to any cause during the term of this Agreement, City and District
shall promptly meet and confer in order to mutually agree on whether to reconstruct the
Project. Then each party shall pay its pro rata share of the deductible and shall be entitled
to receive compensation on a 50150 basis, from total insurance proceeds, after deduction
of insurance proceeds as may be required to pay the State. In the event of a non - covered
peril (such as an earthquake) when no insurance proceeds are paid, City and District shall
meet and confer on whether to reconstruct the Project. If the City declines to reconstruct
the Project and the District proceeds to replace the Project, this Agreement shall
terminate.
25. Auditing. The District shall make available to the City and its agents for their
review, inspection and audit during normal business hours all books and records
maintained by the District pertaining to the construction of the Project, and the
Maintenance and Operation costs of the Project. The District shall respond to reasonable
questions posed by the City and its authorized agents in order to provide support and a
factual basis for all costs and expenses pertaining to the Project.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective upon approval by the District and the City.
[SIGNATURES ON NEXT PAGE]
•
•
Approved by the Arcadia Unified School District on this 1 I 1 day of April, 2006.
ARCADIA UNIFIED SCHOOL DISTRICT
By: Ui
Christina Aragon
Assistant Superintendent, Business Services
Approved by the City of Arcadia on this 4th day of April, 2006.
CITY OF ARCADIA
By: " e
William R. Kelly
City Manager
ATTEST:
ity Clerk
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21. No Third Party Benefit: This Agreement is by and between the parties named
herein, and unless expressly provided in the foregoing provisions, no third party shall be
benefited hereby. This Agreement may not be enforced by anyone other than a party
hereto, or a successor to such party who has acquired his /her /its interest in a way
permitted by this Agreement.
22. Assignees and Successors: This Agreement may not be assigned by either
party without the express written consent of the other party, which consent shall not be
unreasonably withheld.
23. Choice of Law: This Agreement has been negotiated and executed in the
State of California and shall be governed by the laws of that state. Any legal action
involving the Agreement shall be brought in the branch of the Los Angeles County court
of competent jurisdiction closest to the City of Arcadia, California.
24. Partial or Total Destruction of the Proiect: If the Project is either partially or
totally destroyed due to any cause during the term of this Agreement, City and District
shall promptly meet and confer in order to mutually agree on whether to reconstruct the
Project. Then each party shall pay its pro rata share of the deductible and shall be entitled
to receive compensation on a 50150 basis, from total insurance proceeds, after deduction
of insurance proceeds as may be required to pay the State. In the event of a non - covered
peril (such as an earthquake) when no insurance proceeds are paid, City and District shall
meet and confer on whether to reconstruct the Project. If the City declines to reconstruct
the Project and the District proceeds to replace the Project, this Agreement shall
terminate.
25. Auditing. The District shall make available to the City and its agents for their
review, inspection and audit during normal business hours all books and records
maintained by the District pertaining to the construction of the Project, and the
Maintenance and Operation costs of the Project. The District shall respond to reasonable
questions posed by the City and its authorized agents in order to provide support and a
factual basis for all costs and expenses pertaining to the Project.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective upon approval by the District and the City.
[SIGNATURES ON NEXT PAGE]
•
•
Approved by the Arcadia Unified School District on this 1 I 1 day of April, 2006.
ARCADIA UNIFIED SCHOOL DISTRICT
By: Ui
Christina Aragon
Assistant Superintendent, Business Services
Approved by the City of Arcadia on this 4th day of April, 2006.
CITY OF ARCADIA
By: " e
William R. Kelly
City Manager
ATTEST:
ity Clerk