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HomeMy WebLinkAboutC-2742- L( ARCADIA COUNTY PARK SALE AND PURCHASE AGREEMENT This Sgle and Purchase Agreement ( "Agreement') is made and entered into this day of FeiryarV 2012, by and between the City of Arcadia ( "Buyer" or "City"), and the County of Los Angeles ( "Seller" or "County ") a body politic and corporate, pursuant to Government Code Section 25365, regarding the conveyance of real property. This Agreement is made with reference to the following facts: The surplus real property being conveyed in fee ( "the Property") is the portion of Arcadia County Park ( "the Park "), more particularly described as follows: The Property being conveyed consists of approximately 5,041 square feet of land located in the City of Arcadia, legally described on the attached Exhibit "A" and depicted in Exhibit "B ". Exhibit "A" and Exhibit "B" are incorporated herein by this reference. NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby deemed a contractual part hereof, and the promises, conditions, and mutual covenants set forth herein, the parties hereto agree as follows: 1. Use. Buyer intends to develop, operate and maintain the Property for road purposes. 2. Purchase Price. The purchase price ( "Purchase Price ") for the Property is Twenty Thousand One Hundred Sixty Four and NO /100 Dollars ($20,164.00), to be paid in one lump -sum payment within ten (10) business days after approval of the transaction contemplated hereby by the Board of Supervisors in accordance with Section 4 hereof. Payment shall be made by certified check payable to the County of Los Angeles Department of Parks and Recreation and delivered to Seller at the address for notice to Seller pursuant to Section 15 hereof. 3. Costs. All costs and expenses related to this transaction shall be paid by Buyer, including, but not limited to, the cost of a title insurance policy, and all documentary transfer taxes, recording and any other miscellaneous customary charges and. fees. 4. Conveyance and Closine Date. The date on which the deed for the Fee Parcel is recorded shall be referred to hereinafter as the "Closing Date." At least one (1) day before the Closing Date, County shall execute a Quitclaim Deed in substantially the form attached hereto as Exhibit "C, and incorporated herein by this reference, duly executed and authorized by County, subject to: HOA.846769.1 I Arcadia County Park Sale and Purchase Agreement A) all non - delinquent taxes, interest, penalties and assessments of record, if any; B) covenants, conditions, restrictions, reservations, easements, licenses, rights, and rights -of -way of record, if any; C) Seller's reservation to itself and exception from the conveyance contemplated herein of all oil, gas, hydrocarbons, or other minerals in and under the Property without the use of the surface or subsurface, to a depth of 500 feet, measured vertically, from the surface of the Property; and D) The condition that Buyer will cause to be constructed the Improvements (as that term is defined herein) required by Seller in accordance with the License Agreement to be issued by the County of Los Angeles Department of Parks and Recreation. If any of the Improvements have not been completed by Buyer and approved in writing by the Los Angeles County Department of Parks and Recreation within two (2) years from the commencement date of said License Agreement, Seller shall have the right to reimbursement of the full estimated amount of the cost of the improvements as stated in Section 6.0 of this Agreement. 5. Property Access. Pursuant to the above - referenced License Agreement, to be fully- executed by Seller and Buyer within 10 days following Board of Supervisors' approval of this Agreement., Seller consents to allow Buyer, its successors and assigns, and its and their contractors, agents and employees access to the Park and the Property for the purposes of grading, landscaping, installing, and/ or any additional site work related to Buyer's intended use of the Property and/ or construction of Park Improvements as set forth in Section 6.0. HOA.846769.1 z Arcadia County Park Sale and Purchase Agreement 6.0 Reimbursement for Park Improvements. Buyer acknowledges that as additional consideration for the purchase of the Property, Buyer will construct certain Park improvements including without limitation: the removal of three (3) trees, including tree stumps; minor grading; construction of a new connecting ADA- compliant sidewalk to parking lot's sidewalk; installation of two stop signs at two parking lot exits; adjustment of driveway grades; relocation and adjustment of irrigation; replanting of sod within work zone; and final planting of six (6) new trees (minimum 36 -inch box trees) (collectively, the "Improvements ") and obtain acceptance and approval of the Improvements by the Los Angeles County Department of Parks and Recreation in accordance with a License Agreement to be executed by Seller within 10 days following Board of Supervisors' approval of this Agreement, in substantially the form attached hereto as Exhibit "D" and incorporated herein by this reference. In the event the Improvements are not installed by Buyer and approved by the County within two (2) years from the commencement date of License Agreement, Buyer will reimburse the County the full costs of the Improvements in the amount of $39,400 as outlined in Exhibit "E ", incorporated herein by this reference. 6.1. Buyer's Conditions to Closing. Buyer's obligation to consummate the transaction contemplated by this Agreement is conditioned upon: (i) Seller's recording of the Quitclaim Deed; and (ii) Seller's representations, warranties and covenants being true and correct as of the Closing Date. Upon non - satisfaction of any one of the above conditions, Buyer shall allow Seller an opportunity to cure by any reasonable method; if the Seller fails to cure, Buyer may, in writing, terminate this Agreement, and thereafter the parties shall have no further obligations pursuant to this Agreement. If Buyer does not object to Seller's non - satisfaction of said conditions, they shall be deemed satisfied as of the Closing Date. 6.2 Seller's Conditions to Closing. Seller's obligation to consummate the transaction contemplated by this Agreement is conditioned upon: (1) Board of Supervisors' approval of the sale of the Property; (ii) Buyer's delivery of the Purchase Price to Seller no later than ten (10) business days after written notice given by Seller to Buyer of approval of the purchase by the Board of Supervisors; (iii) and Buyer's representations, warranties and covenants being true and correct as of the Closing Date. Upon .,non- satisfaction of any one of the above conditions, Seller shall allow Buyer 'a reasonable opportunity to cure by a reasonable method; if Buyer fails to cure, Seller may, in writing, terminate this Agreement, and thereafter the parties shall have no further obligations pursuant to this Agreement. If Seller does not object to Buyer's non - satisfaction of said conditions, they shall be deemed satisfied as of Closing. HOA.846769.1 Arcadia County Park Sale and Purchase Agreement 7. Title. Buyer understands that the Property is being sold "as is" without any warranty regarding the condition of title to the Property; Buyer accepts all matters of record and understands that Seller will not provide a policy of title insurance and makes no representations or warranties as to condition of title. Seller recommends that Buyer retain, at Buyer's sole cost and expense, a licensed title company to issue a policy of title insurance. Buyer agrees that the condition of title shall not be cause for Buyer's cancellation of this Agreement. 8. Recording. Seller shall prepare the Quitclaim Deed indicating title to the Property to be vested in the name of the Buyer as follows: City of Arcadia, and shall cause the Quitclaim Deed to be recorded in the official records of the Registrar /Recorder, County of Los Angeles ( "Recorder "). 9. Delivery of Deed. Seller shall transmit to Buyer a copy of the Quitclaim Deed stamped by the Los Angeles County Recorder. The original Quitclaim Deed shall be mailed to the Buyer by the Recorder at the address for notice to Buyer pursuant to Section 15 hereof. 10. Condition of the Property. A) Buyer acknowledges that Buyer is purchasing the Property "as is," solely in reliance on Buyer's own investigation, and that no representation or warranty of any kind whatsoever, express or implied, has been made by Seller or Seller's agents. Seller will not be liable for any claims arising after the Closing Date by third parties or their agents or assignees. Any information given or disclosure made to Buyer by Seller or Seller's agents concerning the Property shall not constitute a representation or warranty made by Seller. Buyer has been given the full opportunity to inspect the Property prior to execution of this Agreement. Buyer shall assume the cost and expense for the removal of all contaminated materials, toxic or hazardous substances, and asbestos, if any, on the Property. B) Seller has disclosed to Buyer the following information that impacts Buyer's use of the Property: None, other than as set forth herein. . Such 'if'isclosures are not exhaustive and do not imply that no other conditions impact Buyer's use of, or the value of the Property or that other conditions are not known to Seller. C) Buyer also acknowledges that it is aware of all zoning regulations, other governmental requirements, site and physical conditions, and all other matters affecting the use and condition of the Property and Buyer agrees to purchase the Property in said condition. HOA.846769.1 4 Arcadia County Park Sale and Purchase Agreement D) Buyer waives any and all claims caused by any soil contaminants known by Buyer to exist at, in, or on the Property at the time of purchase, and agrees to indemnify, defend, save and hold harmless County and its Special Districts, elected and appointed officers, employees, and agents, from and against any and all liability, expense (including defense costs and legal fees), and claims for damages caused by or related to any soil contaminants known by Buyer to exist at, in, or on the Property at the time of purchase. 11. Possession /Risk of Loss. All risk of loss or damage with respect to the Property shall pass from Seller to Buyer upon recordation of the Deed. 12. Brokerage Commission. Buyer and Seller hereby acknowledge and represent that there are no broker's commission or finder's fees due in connection with the transaction contemplated by this Agreement. Each party shall indemnify and hold the other party harmless from any claim of any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of either party with respect to the transaction. contemplated hereunder. 13. Conflicts. In the event of a conflict between the provisions of this Agreement and the provisions of any other documents executed or agreement made or purported to be executed or made between the parties prior to the date hereof regarding the subject matter hereof, the provisions contained in this Agreement shall in all instances govern and prevail. 14. Assignment. Buyer shall not assign or attempt to assign this Agreement, or any rights hereunder, to any other person or entity without the Seller's prior written consent. Any such assignment or purported assignment without the Seller's prior written consent shall be null and void, and of no force and effect whatsoever. 15. Notices. All notices, demands and requests required or desired to be given pursuant to this Agreement by either party shall be sent by United States Mail, registered or certified postage prepaid, and addressed to the parties as follows: Seller: County of Los Angeles Chief Executive Office 222 South Hill Street, 3rd Floor Los Angeles, CA 90012 Attention: Chris Montana Acting Director of Real Estate Division HOA.846769.1 3 Arcadia County Park Sale and Purchase Agreement With a copy to: Department of Parks and Recreation Attention: James Barber, Planning Division 510 South Vermont Avenue Los Angeles, CA 90020 Buyer: City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 Attention: Philip Wray Notices, demands and requests served in the above manner shall be considered sufficiently given or served for all purposes under this Agreement at the time the notice, demand or request is postmarked to the addresses shown above. 16. Time is of the Essence. Time is of the essence for each and every term, condition, covenant, obligation and provision of this Agreement. 17. Seller's Remedies. In the event of Buyer's failure to consummate the transaction contemplated by this Agreement, Seller shall have all remedies in law or equity, and shall be entitled to enforce this Agreement and to obtain the benefit of the bargain contained herein. 18. County Lobbyist Ordinance. Buyer is aware of the requirements of Chapter 2.160 of the Los Angeles County Code with respect to County Lobbyists as such are defined in Section 2.160.010 of said Code, and certifies full compliance therewith. Failure to fully comply shall constitute a material breach upon which County may terminate or suspend this Agreement. 19. Severability. In the event any portion of this Agreement shall be declared by . any court of competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be severed from the Agreement, and the remaining parts hereof shall remain in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of the Agreement, provided the remaining Agreement can be reasonably and equitably enforced. 20. Binding on Successors. Subject to the limitations set forth herein, the Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 21. California Law. This Agreement shall be construed in accordance with the internal laws of the State of California. 22. Waivers. No waiver by either party of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by either party of the same or any other provision. HOA.846769.1 6 Arcadia County Park Sale and Purchase Agreement 23. Captions. The captions and the section and subsection numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections of this Agreement nor in any way affect this Agreement. 24. No Presumption Re: Drafter. The parties acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between the parties and their attorneys, and this Agreement reflects their mutual agreement regarding the same. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any part to be the drafter of this Agreement, and therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement. 25. Assistance of Counsel. Each party hereto either had the assistance of counsel or had counsel available to it, in the negotiation for, and the execution of, this Agreement, and all related documents. 26. Required Actions of Buyer and Seller. Buyer and Seller agree to execute all such instruments and documents and to take all action as may be required in order to consummate the purchase and sale herein contemplated. 27. Power and Authority. The parties hereto have the legal power, right, and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of any legal entity comprising Buyer or Seller, have the legal power, right and actual authority to bind the entity to the terms and conditions of this Agreement and the instruments referenced herein. 28. Survival of Covenants. The covenants, agreements, representations and warranties made herein are intended to survive the consummation of the sale of the Property and recordation of the Deed. 29. Interpretation. Unless requires otherwise: (i) the plural and include the other; (ii) the masculine, deemed to include the others; (iii) "or" "Including" are not limiting. the context of this Agreement clearly singular numbers shall be deemed to feminine and neuter genders shall be is not exclusive; and (iv) "includes" and HOA.846769.1 / Arcadia County Park Sale and Purchase Agreement 30. Entire Agreement. This Agreement contains the entire agreement between the parties herein, and no addition or modification of any terms or provisions shall be effective unless set forth in writing, signed by both Seller and Buyer. 31. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by lightning, earthquake, fire, storm, tornado, flood, washout, explosion, strike, lockout, labor disturbance, civil disturbance, riot, war, act of a public enemy, sabotage or other similar causes beyond the reasonable control of the parties (referred to collectively herein as "Force Majeure Delay(s) ") Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. HOA.846769.1 8 Arcadia County Park Sale and Purchase Agreement IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. BUYER City of Arcadia By: 11 n� P Name: Donald Penman City Manager ATTEST: By: City Clerk APPROVED�AS TO FORM- - By: phen Dei ch City Attorney Upon approval of this Agreement, a signed copy will be mailed to Buyer. SELLER ATTEST: SACHI A. HAMAI Executive Officer -Clerk of the Board of Supervisors By aC�i •� S�YcP,tr Deputy APPROVED AS TO FORM: JOHN F. KRATTLI Acting County Counsel By Amy M. C s Senior Deputy COUNTY OF LOS ANGELES By: Zev Yarosg and of Su ADOP D BOARD OF,SUPERVURS ^AUNTY OF LOS MULES 3 FER 2 8 2012 SdtSACH1-. AMA! EXECUTIVE OFFICER A& @508770 1�) .1� % ®y This page is part of your document - DO NOT DISCARD - ���oF�os 20120506855 0 P007 !�k I +' + Recorded /Filed in Official Records } f Recorder's Office, Los Angeles County, �t California x C�11FOItN��x 04/04/12 AT 09:48AM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 LEADSHEET INNII�II�I�II�IKIn�NIII�II�II�IIbII�IIINI�II�IIINNW 00005609462 rNre���MM�� SEQ: 01 �DACountor(Hee�Copy)rod THIS FORM IS NOT TO BE DUPLICATED RECORDING REQUESTED BY: County of Los Angeles AND MAIL TO: City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 Attention: Philip Wray I�IIII�II I i�IIIIInIIIIVI'�III�V� Space above this line for Recorder's use THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE GOVERNMENT CODE THIS DOCUMENT IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE REVENUE AND TAXATION CODE TAX PARCEL: 5775 - 024 -916 (portion) QUITCLAIM DEED The COUNTY OF LOS ANGELES, a body corporate and politic, ( "Seller" or "County of Los Angeles ") for valuable consideration receipt of which is hereby acknowledged, does hereby surrender, quitclaim and release to: City of Arcadia ( "Buyer ") 2 all of the County's right, title and interest in and to the described real property ( "Property') reserving and excepting to the County all oil, gas, hydrocarbons, and other minerals in and under the Property without the right to the use of the surface or subsurface to a depth of five hundred (500) feet, measured vertically from the surface of the Property. The Property is located in the City of Arcadia, County of Los Angeles, State of California and is more particularly described in the attached Exhibit A and Exhibit B which are incorporated herein by reference as though set forth in full. SUBJECT TO AND BUYER TO ASSUME: a. All taxes, interest, penalties, and assessments of record, if any. b. Covenants, conditions, restrictions, reservations, easements, rights, and rights -of -way of record, if any. C. The condition that Buyer will cause to be constructed the improvements required by Seller in accordance with the License Agreement issued by the County of Los Angeles Department of Parks and Recreation onm—&W A %&, 2012 and the Sale and Purchase Agreement executed by the Board of Supervisors onFt r r 28, 2012. If any of the improvements have not been completed by Buyer and approved in writing by the Los Angeles County Department of Parks and Recreation within two (2) years from the commencement date of said License Agreement, Seller shall have the right to reimbursement of the full estimated amount of the cost of the improvements as stated in Section 6.0 of the Sale and Purchase Agreement. Dated 2 - Zg, ZD / Z COLA LOG NO. 2atS ATTEST: SACHI A. HAMAI EXECUTIVE OFFICER CLE OF THE BO RD OF SUPERVISORS puty COUNTY OF LOS ANGELES By 7av Y .hain /sky oard of Supe s STATE OF CALIFORNIA) ) ) ss. COUNTY OF LOS ANGELES) On January 6, 1987, the Board of Supervisors for the County of Los Angeles and ex officio the governing body of all other special assessment and taxing districts, agencies and authorities for which said Board so acts adopted a resolution pursuant to Section 25103 of the Government Code which authorized the use of facsimile signatures of the Chairperson of the Board on all papers, documents, or instruments requiring said signature. The undersigned hereby certifies that on this a day of Ft Q y, 2012, the facsimile signature of ZMARo LASKY , Chairman, Los Angeles County was affixed hereto as the official execution of this document. The undersigned further certifies that on this date, a copy of the document was delivered to the Chairperson of the Board of Supervisors of the County of Los Angeles. In witness whereof, I have also hereunto set my hand and affixed my official seal the day and year above written. SACHI A. HAMAI, Executive Officer -Clerk of the Board o Supervvi�so�rs, C unty of Los Angeles B A C;��%C�t -C 'L ��- p1 Mff V Approved as to Form: JOHN F. KRATTLI ACTT COUNTY COUNSEL Amy M. Ca s Senior Deputy EXHIBIT "A" LEGAL DESCRIPTION IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION OF THE SOUTHERN PAFICIC RAIL RAILROAD RIGHT -OF -WAY ABUTTING THE WESTERLY SIDE OF LOT 4 OF TRACT NO. 949, AS SHOWN BY MAP ON FILE IN BOOK 17, PAGE 13 OF MAPS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY RIGHT -OF -WAY OF EAST BRANCH HUNTINGTON DRIVE (30 FOOT HALF -WIDTH AS SHOWN ON A RECORD OF SURVEY ON FILE IN BOOK 205, PAGES 21 AND 22 OF RECORDS OF SURVEY, RECORDS OF SAID LOS ANGELES COUNTY), ALSO BEING THE WESTERLY BOUNDARY OF SAID SOUTHERN PACIFIC RAILROAD RIGHT -OF -WAY AND THE SOUTHERLY RIGHT -OF -WAY OF HUNTINGTON DRIVE (50 FOOT HALF -WIDTH AS SHOWN ON SAID RECORD OF SURVEY); THENCE ALONG SAID SOUTHERLY RIGHT -OF -WAY NORTH 89 007'42" EAST 51.14 FEET TO THE EASTERLY BOUNDARY OF SAID SOUTHERN PACIFIC RAILROAD RIGHT -OF -WAY; THENCE SOUTH 71 °37'24" WEST 50.13 FEET TO A LINE PARALLEL WITH AND 12 FEET SOUTHEASTERLY OF, MEASURED AT RIGHT ANGLES, SAID EASTERLY RIGHT -OF -WAY OF EAST BRANCH HUNTINGTON DRIVE; THENCE ALONG SAID PARALLEL LINE SOUTH 37 040'03" WEST 383.13 FEET; THENCE NORTH 52 °19'57" WEST 12.00 FEET TO SAID EASTERLY RIGHT -OF -WAY OF EAST BRANCH HUNTINGTON DRIVE; THENCE ALONG SAID EASTERLY RIGHT -OF -WAY NORTH 37 040'03" EAST 392.84' TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 5,041 SQUARE FEET (0.1157 ACRES), MORE OR LESS. ALL AS SHOWN ON EXHIBIT "B ", ATTACHED HERETO AND MADE A PART HEREOF. THIS REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT. i 11/14/11 RIC ARD C. MAHER, P.L.S. 7564 DATE 19 EXHIBIT "B" PLAT TO ACCOMPANY LEGAL DESCRIPTION 0 z, / o HUNTINGTON _ _ _ _ _ DRIVE 0 7--o / P.O. B. Ln — — Ll Dim / I D_r n 7Fir1(--;T Iy0. 949 LINE BEARING DISTANCE L1 N89'07'42 "E 51.14' L2 S71'37'24 "W 50.13' L3 N52'19'57 "W 12.00' 5 PARCEL DESCRIBED AREA: 5,041 S.F. / 0.1157 AC. / -�p n / P.O.B. — POINT OF BEGINNING � _ WESTERLY LINE OF LOT 4 OF A TRACT NO. 949, MB 17/13 / / / / 5 Certificate of Acceptance of Quitclaim Deed This is to certify that the interest in real property conveyed or transferred to the City of Arcadia by the attached Quitclaim Deed, dated February 28, 2012, executed by the County of Los Angeles, a body corporate and politic, is hereby accepted by the undersigned officer on behalf of the City of Arcadia. B Dominic Lazz o City Manager Approved as to Form: By: 4�k- S ephen Deitsch City Attorney Dated: K*2.cti VON W17— Dated: K&(Ck 2 Qa 20 t 2 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of � ( )S \ (�g Ick s �� i"aI`I to �.0 On cr cr y f5pUA, before me, ��c �1Nol, �� \QV�, , f`C Date Here Insert ame and Title of the Officer personally appeared MARINA SIMONIAN Commission * 1932419 .� Notary Public - California *: Los Angeles County My Comm. Expires MIlly 9, 2015 Place Notary Seal Above Name(s) of who proved to me on the basis of satisfactory evidence to be the person(N whose name(') is /are subscribed to the within instrument and acknowledged to me that he /sl% /thlsy executed the same in his /hkr /thrsir authorized capacity(iOks), and that by his /hN /thpir signature() on the instrument the person('.), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official Z i 1 Signature: Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: 0, y Document Date: \A cl> _'- \ `a, q . G Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER .. of Signer's Name: ❑ Corporate Officer — Title(s): [7 Individual • ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator tfZiji•'»I Signer Is Representing © 2010 National Notary Association • NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907 License #000907 EXHIBIT "D" ARCADIA COUNTY PARK 405 SOUTH SANTA ANITA AVENUE, ARCADIA, CA 91006 CITY OF ARCADIA ACCESS PERMIT AND LICENSE AGREEMENT ( "LICENSE") Licensee: Licensor: City of Arcadia County of Los Angeles Department of 240 West Huntington Drive Parks and Recreation Arcadia, CA 91007 510 South Vermont Avenue Los Angeles, CA 90020 Authority: L.A.C.C.2.26.140B(3) Expiration Date: See Paragraph 3 Consideration: See Paragraph 4 1. PREMISES: Licensee, its employees, contractors and agents, after execution of this license by the Director of the Los Angeles County Department of Parks and Recreation ( "Director"), is hereby granted permission to enter Arcadia County Park ( "the Park "), located at 405 South Santa Anita Avenue, Arcadia, CA 91006. A. Licensee hereby acknowledges the title of Licensor and /or any other public agencies having jurisdiction there over, in and to the Premises, and covenants and agrees never to assail, contest or resist said title. B. Equipment, tools, materials and vehicles are not allowed to remain on the Premises overnight. 2. LICENSED USE: The following work relating to a proposed street widening project at the southeast comer of Huntington Drive and Santa Clara Avenue: the removal of three (3) trees including the tree stumps; minor grading; construction of a new connecting ADA- compliant sidewalk to parking lot's sidewalk; installation of two stop signs at two parking lot exits, adjustment of driveway grades; relocation and adjustment of irrigation; replanting of sod within work zone; and final planting of six (6) new trees (minimum 36 inch box trees). The labor and materials will be provided at no expense to Licensor. Licensee shall exercise the permission harein given in such a manner as to minimize interference with the full use and enjoyment of said Premises by Licensor. 3. TERM: The term of this License commences when the License is signed by the Director and runs thereafter for a period not to exceed two (2) years ending when Licensee obtains Licensor's final approval and acceptance of the Project. 4. CONSIDERATION: The estimated value of improvements to be provided by the Licensee's Project on the Park is approximately $39,400. 5. CEQA COMPLIANCE: In compliance with the California Environmental Quality Act (CEQA), the Licensee prepared an Initial Study and determined that with the incorporation of mitigation measures detailed in the Mitigation Monitoring and Reporting Program, the proposed project would not have a significant effect on the environment. A Mitigated Negative Declaration was adopted by the Arcadia City Council on January 3, 2012 following a public hearing. 6. NOTICES: A. Whenever provision is made for giving written notice, such notice shall be deemed to have been received if it was sent by mail and e- mailed to: Mr. James Barber at ibarber(aD-Darks.lacountv.4ov and Mr. Philip Wray at pwravOci.arcadia.ca.us and addressed as follows: To Licensor: County of Los Angeles Department of Parks and Recreation Attention: James Barber 510 South Vermont Avenue, Room 201 Los Angeles, CA 90020 -1975 To Licensee: City of Arcadia Attention: Philip Wray 240 West Huntington Drive Arcadia, CA 91007 or such other place in California as may hereinafter be designated in writing respectively by Licensor or Licensee. 7. INDEMNIFICATION: Licensee shall indemnify, defend and hold harmless County, its Special Districts, elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands, claims, actions, fees, costs and expenses (including attorney and expert witness fees), arising from or connected with Licensee's acts and /or omissions arising from and /or relating to this License. The terms of this paragraph survive the termination of this License. 8. GENERAL INSURANCE PROVISIONS: Without limiting Licensee's indemnification of Licensor, and in the performance of this License and until all of its obligations pursuant to this Licensd have been met, Licensee shall provide and maintain at its own expense insurance coverage satisfying the requirements specified in this Section, "General Insurance Provisions" and the "Insurance Coverage Requirements — Types and Limits" Section of this License. These minimum insurance coverage terms, types and limits (the "Required Insurance ") also are in addition to and separate from any other contractual obligation imposed upon Licensee pursuant to this License. The Licensor in no way warrants that the Required Insurance is sufficient to protect the Licensee for liabilities which may arise from or relate to this License. Page 2 of 10 a. Evidence of Coverage and Notice to Licensor: Certificate(s) of insurance coverage (Certificate) satisfactory to Licensor, and a copy of an Additional Insured endorsement confirming County and its Agents (defined below) has been given Insured status under the Licensee's General Liability policy, shall be delivered to Licensor at the address shown below and provided prior to commencing services under this License. i. Renewal Certificates shall be provided to Licensor not less than 10 days prior to Licensee's policy expiration dates. Licensor reserves the right to obtain complete, certified copies of any required Licensee and /or Sub - Contractor insurance policies at any time. H. Certificates shall identify all Required Insurance coverage types and limits specified herein, reference this License by name and number, and be signed by an authorized representative of the insurer(s). The Insured party named on the Certificate shall match Licensee's name .Certificates shall provide the full name of each insurer providing coverage, its NAIC (National Association of Insurance Commissioners) identification number, its financial rating, the amounts of any policy deductibles or self - insured retentions exceeding fifty thousand ($50,000.00) dollars, and list any Licensor required endorsement forms. iii. Neither the Licensor's failure to obtain, nor the Licensor's receipt of, or failure to object to a non - complying insurance certificate or endorsement, or any other insurance documentation or information provided by the Licensee, its insurance broker(s) and /or insurer(s), shall be construed as a waiver of any of the Required Insurance provisions. Certificates and copies of any required endorsements shall be sent to: County of Los Angeles Department of Parks and Recreation Attention: James Barber 510 South Vermont Avenue, Room 201 Los Angeles, California 90020 iv. Licensee also shall promptly report to Licensor any injury or property damage accident or incident, including any injury to a Licensee employee occurring on County property, and any loss, disappearance, destruction, misuse, or theft of County property, monies or securities entrusted to Licensee. Licensee also shall promptly notify Licensor of any third party claim or suit filed against Licensee or any of its Sub - Contractors which arises from or relates to this License, and could result in the filing of a claim or lawsuit against Licensee and /or Licensor. Page 3 of 10 b. Additional Insured Status and Scope of Coverage. The County of Los Angeles, its Special Districts, Elected Officials, Officers, Agents, Employees and Volunteers (collectively County and its Agents) shall be provided additional insured status under Licensee's General Liability policy with respect to liability arising out of Licensee's ongoing and completed operations performed on behalf of the Licensor. County and its Agents additional insured status shall apply with respect to liability and defense of suits arising out of the Licensee's acts or omissions, whether such liability is attributable to the Licensee or to the Licensor. The full policy limits and scope of protection also shall apply to the Licensor and its Agents as an additional insured, even if they exceed the Licensor's minimum Required Insurance specifications herein. Use of an automatic additional insured endorsement form is acceptable providing it satisfies the Required Insurance provisions herein. c. Cancellation of or Chances in Insurance. Licensee shall provide County with, or Licensee's insurance policies shall contain a provision that County shall receive, written notice of cancellation or any change in Required Insurance, including insurer, limits of coverage, term of coverage or policy period. The written notice shall be provided to County at least ten (10). days in advance of cancellation for non - payment of premium and thirty (30) days in advance for any other cancellation or policy change. Failure to provide written notice of cancellation or any change in Required Insurance may constitute a material breach of the Contract, in the sole discretion of the County, upon which the County may suspend or terminate this Contract. d. Failure to Maintain Insurance. Licensee's failure to maintain or to provide acceptable evidence that it maintains the Required Insurance shall constitute a material breach of the Contract, upon which County immediately may withhold payments due to Licensee, and /or suspend or terminate this Contract. County, at its sole discretion, may obtain damages from Licensee resulting from said breach. Alternatively, .the County may purchase the Required Insurance, and without further notice to Contractor, deduct the premium cost from sums due to Licensee or pursue Contractor reimbursement. e. Insurer Financial Ratings. Coverage shall be placed with insurers acceptable to the County with A.M. Best ratings of not less than A:VII unless otherwise approved by Licensor, f. Licensee's Insurance Shall Be Primary. Licensee's insurance policies, with respect to any claims related to this License, shall be primary with respect to all other sources of coverage available to Licensee. Any Licensor maintained insurance or self - insurance coverage shall be in excess of and not contribute to any Licensee coverage. Page 4 of 10 g. Waivers of Subrogation. To the fullest extent permitted by law, Licensee hereby waives its and its insurer(s)' rights of recovery against Licensor under all the Required Insurance for any loss arising from or related to this License. Licensee shall require its insurers to execute any waiver of subrogation endorsements which may be necessary to affect such waiver. h. Sub - Contractor Insurance Coverage Requirements. Licensee shall include all Sub - contractors as insureds under Licensee's own policies or shall provide Licensor with each Sub - Contractor's separate evidence of insurance coverage. Licensee shall be responsible for verifying each Sub - Contractor complies with the Required Insurance provisions herein and shall require that each Sub - Contractor name the Licensor and Licensee as additional insureds on the Sub - Contractor's General Liability policy. Licensee shall obtain Licensor's prior review and approval of any Sub - Contractor request for modification of the Required Insurance. i. Deductibles and Self- Insured Retentions (SIRs). Identify any deductibles or self- insured retentions (deductible /retentions) exceeding $25,000. Deductibles /retentions exceeding $25,000 will require the prior approval of the County Auditor - Controller. The Licensee may request approval to use a deductible /retention of more than $25,000 by submitting the current audited financial statements for review by the County Auditor - Controller which demonstrate, at the sole discretion of the County Auditor - Controller, that the Licensee has the ability to pay the higher deductible/retention. The Licensor retains the right to require the Licensee to reduce or eliminate deductibles /retentions as they apply to the Licensor, or, require Licensee to provide a bond guaranteeing payment of all such retained losses and costs attributable to the Licensee's retention, or, withhold payment to Licensee in the amount of all or any deductibles /retentions as the Licensor deem appropriate Licensee's policies shall not obligate the Licensor to pay any portion of any Licensee deductible or SIR. J. Claims Made Coverage. If any part of the Required Insurance is written on claims made basis, any policy retroactive date shall precede the effective date of this License. Licensee understands and agrees it shall maintain such coverage for a period of not less than three (3) years following License expiration, termination or cancellation. .4b k. AoDlication of Excess Liability Coverage. Licensee may use. a combination of primary and excess insurance policies which provide coverage as broad as ( "follow form" over) the underlying primary policies to satisfy the Required Insurance provisions. I. Separation of Insureds. All liability policies shall provide cross - liability coverage as would be afforded by the standard ISO (Insurance Services Office, Inc.) separation of insureds provision with no insured versus insured exclusions or limitations. Page 5 of 10 m. Alternative Risk Financing Programs. The Licensor reserves the right to review, and then approve, Licensee use of self - insurance, risk retention groups, risk purchasing groups, pooling arrangements and captive insurance to satisfy the Required Insurance provisions. The County and its Agents shall be designated as an Additional Covered Party under any approved program. n. Licensor Review and Approval of Insurance Requirements. The Licensor reserves the right to review and adjust the Required Insurance provisions conditioned upon Licensor's determination of changes in risk exposures. 9. INSURANCE COVERAGE REQUIREMENTS — TYPES AND LIMITS a. Commercial General Liability insurance (providing scope of coverage equivalent to ISO policy form CG 00 01), naming County and its Agents as an additional insured, with limits of not less than the following: General Aggregate: $ 2 million Products/Completed Operations Aggregate: $1 million Personal and Advertising Injury $ 1 million Each Occurrence: $ 1 million b. Automobile Liability insurance (providing scope of coverage equivalent to ISO policy form CA 00 01) with a limits of not less than $1 million for bodily injury and property damage, in combined or equivalent split limits, for each single accident. Insurance shall cover liability arising out of Licensee's use of autos pursuant to this License, including owned, leased, hired, and /or non -owned autos, as each may be applicable. c. Workers Compensation and Employers' Liability insurance or qualified self - insurance satisfying statutory requirements, which includes Employers' Liability coverage with limits of not less than $1 million per accident. If Licensee will provide leased employees, or, is an employee leasing or temporary staffing firm or a professional employer organization (PEO), coverage also shall include an Alternate Employer Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01 A) naming the County as the Alternate Employer, and the endorsement form shall be modified to provide that Licensor will receive not less than thirty (30) days advance written notice of cancellation of this coverage provision. If applicable to Licensee's operations, coverage also shall be arranged to satisfy the requirements of any federal workers or workmen's compensation law or any federal occupational disease law. 10. OPERATIONAL RESPONSIBILITIES: Licensee shall: a. Comply with and abide by all applicable rules, regulations and reasonable directions of Licensor; designate and provide Licensor with the name(s) Page 6 of 10 and phone contact number(s) of Licensee's responsible representative(s) who shall be on the Premises during the hours Licensee is conducting supervised apprentice training activities in accordance with written specifications submitted by Licensor pursuant to this License. b. Licensor's representative, Mr. Richard. Chang, Departmental Facilities Planner I, East Agency, (626) 333 -4720 phone, (626) 290 -4893 cell shall provide specifications and detailed scope of work, inspect Licensee's work and reasonably determine whether or not it was completed in accordance with Licensor's specifications. In addition, the quality and workmanship must meet minimum industry standards. At the completion of each project, the Department, through the East Agency shall issue a Notice of Project Acceptance. If the improvements are unacceptable, within fifteen (15) County business days after inspection of the specific project, Licensor shall provide Licensee with a list of items that need to be corrected, or Issuance of said notice will be delayed until all Project items are corrected. c. Licensee is permitted access'to the Premises from 7:00 a.m. to 6:00 p.m. weekdays, except when Licensee's permitted use conflicts with scheduled Park events or activities. Contact Mr. Richard Chang, Departmental Facilities Planner I, forty -eight (48) hours prior to Licensee's initial access to Premises and immediately in emergencies: phone number (626) 333 -4720, cell (626) 290 -4893, fax (626) 369 -0845, and e-mail address frchan4 ,parks.lacounty.aovl. Mr. Philip Wray, Deputy Development Services Director and City Engineer is Licensee's emergency contact who can be reached at (626) 574 -5488 by phone. d. At or before the time proof of insurance is submitted, provide Licensor with the names, license numbers, business addresses, and phone numbers of any and all of Licensee's contractors who will be entering the Premises. e. Take the following precautions prior to commencing permitted activities: contact Underground Service Alert (USA) to locate utilities in or near the Premises; review park irrigation /utility plans; walk the Premises and Licensee's access route with Park personnel to flag irrigation /utility lines, sprinkler heads, valve boxes, etc. Notwithstanding said precautions, Licensee agrees to repair or.replace any pipelines, sprinkler heads, valve boxes, etc. damaged during the course of exercising the permission herein given. f. Maintain the Premises and surrounding area in a safe and sound condition. Licensee shall ensure staging area is secured by existing chain link fence and locked gates. g. Provide all safety and security signs, barricades, pedestrian and traffic cones, lights and other related safety features to prevent vehicular Page 7 of 10 accidents, personal injury, and property damage due to Licensee's activities. h. Assume the risks and bear all costs of damage or destruction, and loss due to theft, burglary or vandalism to any and all of Licensee's equipment, materials, tools, and vehicles owned hired, leased, or used by Licensee for this License, except to the extent that such damage or destruction and loss result from the negligence or willful misconduct of Licensor. i. Repair or replace, to the satisfaction of Licensor, any and all of Licensor property lost, damaged, or destroyed as a result of Licensee's use of the Premises and activities. Should Licensee fail to promptly make repairs or replacements to Licensor's satisfaction, Licensor may have these repairs made at Licensee's sole cost and expense. 11. INDEPENDENT STATUS: This License is by and between Licensor and Licensee. It is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association as between Licensor and Licensee. Licensee understands and agrees to bear the sole responsibility and liability for furnishing Workers' Compensation benefits to any person for injuries arising from or connected with services performed on behalf of Licensee pursuant to this License. 12. EMPLOYEES: All references to the "Licensee" herein are deemed to include the employees, agents, contractors, apprentices and anyone else required under written contract with Licensee to access the Premises. 13. LIMITATIONS: It is expressly understood that in licensing the right to use said Premises, no estate or interest in real property is being conveyed to Licensee, and that the right to use is only a nonexclusive, revocable and unassignable permission to use the Premises in accordance with the terms and conditions of this License. 14. AMENDMENTS: The terms of this License may be amended by the Director upon mutual agreement of Licensor and Licensee with either party giving the other prior written notice explaining why the amendment is being requested. 15. ASSIGNMENT: This License is personal to Licensee, and any attempt to assign or transfer same in whole or part without Licensor's prior written consent shall immediately terminate all of Licensee's rights hereunder. 4r 16. AUTHORITY TO STOP: In the event that an authorized representative of Licensor finds that Licensee's activities on the Premises unnecessarily endanger the health or safety of persons on or near said Premises, the representative may require that this License immediately be suspended until said endangering activities cease, or until such action is taken to eliminate or prevent the endangerment. 17. DEFAULT: This License may be immediately revoked by Licensor in the event of any failure or refusal on the part of Licensee to keep or perform any of the terms or conditions herein. Notice of revocation shall be given as provided by Section 5 of Page 8 of 10 this License. Failure by Licensor to revoke this License for noncompliance of the terms or conditions by Licensee shall not constitute a waiver of the terms or conditions. 18. TERMINATION: This License may be terminated at anytime without cause for any reason or no reason at all at the option of Licensor by giving thirty (30) days' notice of termination. 19. RESTORATION OF PREMISES: Upon any termination of this License, Licensee shall surrender the Premises in a neat and clean condition. Licensee shall complete restoration of the licensed area to its original condition or better prior to termination of this License. Restoration of the Premises shall include, but not be limited to, removal of all of Licensee's equipment, vehicles, trailers, containers, signs, litter, and debris. Licensee shall remove all improvements unless otherwise instructed in writing by Licensor. Licensor shall conduct an inspection of the Premises to determine if restoration has been completed by Licensee. If Licensor determines that restoration has not been completed upon expiration or termination of this License, Licensor may restore said Premises entirely at the reasonable expense of Licensee. 20. ALTERATIONS AND IMPROVEMENTS: Licensee has examined the Premises and knows the condition thereof. Licensee accepts the Premises in the present state and condition and waives any and all demand upon the County for alteration, repair, or improvement thereof. All betterments to the Premises shall become the property of County upon the termination of this License. 21. COUNTY LOBBYIST ORDINANCE: Licensee is aware of the requirements of Chapter 2.160 of the Los Angeles County Code with respect to County Lobbyists as such are defined in Section 2.160.010 of said code, and certifies full compliance therewith. Failure to fully comply shall constitute a material breach upon which Licensor may terminate or suspend this License. 22. TRANSFER OF TITLE/PARK CLOSURE: In the event Licensor transfers title of the Park and the licensed Premises to a newly - formed or existing governmental agency, this License shall be terminated on the date of said transfer to such agency, unless that agency agrees to assume this License. Licensor agrees to use its best efforts to obtain said assignment in the event Licensor transfers title of the Park to a newly— formed or existing governmental agency. In the event Licensor closes the Park this License shall terminate upon the effective date of such closure. Licensor shall provide written notice to Licensee immediately upon any consideration by the Licensor of the possibility of transferring or closing the Park. Licensor shall provide Licensee with as much prior written notice of any such transfer or closure of the Park as reasonably possible before the effective date of any such transfer or closure. (Signature Page Follows) Page 9 of 10 LICENSEE: CITY OF ARCADIA By: {� Donald Penman, City Manager !Zj APPROVED AS TO FORM: '5S4h&enLP.- Deitsch City Attorney Who hereby personally covenants, guarantees and warrants that he /she has the power and authority to obligate the Licensee to the terms and conditions in this License. Pursuant to Section 2.26.1408 (3) of the Los Angeles County Code, this License has been executed on behalf of the County of Los Angeles by the Director of Parks and Recreation on the 2-(,^ day of , 2012. Upon approval, a fully executed License bearing original signatures will be mailed to Licensee. LICENSOR: COUNTY OF LOS ANGELES DEPARTMENT OF PARKS AND RECREATION 1A4.1s = - Russ Guiney, Director Department of Parks and Recreation APPROVED AS TO FORM: JOHN KRATTLI Acting County Counsel By:l.J a Baer Christina A. Salseda Principal Deputy County Counsel Page 10 of 10 EXHIBIT "E" City of Arcadia Development Services Department Engineer's Work Estimate Item No. Quantity Item Unit Cost 1 LS Mobilization $2,000.00 2 LS Clear & Grub $15,000.00 3 LS Survey $1,500.00 4 LS Grading $3,500.00 5 3 EA Remove Trees $600.00 6 350 LF Curb & Gutter $15.00 7 2500 SF Sidewalk $5.00 8 1 EA Curb Ramp $2,500.00 9 80 Tons Asphalt Concrete $95.00 Mobilization $1,500500 Subtotal $1,500.00 $3,500.00 $1,800.00 $5,250.00 $12,500.00 $2,500.00 $51,650.00 $5,165.00 $56,815.00 $10,000.00 $2,500.00 $12,500.00 $69,315.00 $3,500 $29,000.00 $2,900.00 $31,900.00 $5,000.00 $2,500.00 $7,500.00 $39,400.00 Subtotal 10% Contingency Construction Costs PS &E Construction Eng Subtotal Grand Total Esimate for Work proposed to remain under the ownership of LACo Item No. Quantity Item Unit Cost 1 LS Mobilization $1,500500 2 LS Clear & Grub $6,000.00 3 LS Grading $2,000.00 4 LS Repair Irrigation $5,000.00 5 LS Repair Landscaping $3,500.00 6 6 EA Plant New 36" Box Trees $1,000.00 7 1000 SF New Sidewalk $5.00 Subtotal Subtotal 10% Contingency Construction Costs PS &E Construction Eng Subtotal Grand Total $1,500.00 $3,500.00 $1,800.00 $5,250.00 $12,500.00 $2,500.00 $51,650.00 $5,165.00 $56,815.00 $10,000.00 $2,500.00 $12,500.00 $69,315.00 $3,500 $29,000.00 $2,900.00 $31,900.00 $5,000.00 $2,500.00 $7,500.00 $39,400.00