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HomeMy WebLinkAboutC-4464 C-/A‘Ak)9 RIGHT OF ENTRY AGREEMENT This Right of Entry Agreement("Right of Entry")is entered into this 1 -,A�� day of , 2022 by and between the CITY OF ARCADIA, a California charter city and municipal c rporation ("CITY") and Arcadia National Little League ("ANLL"). CITY and ANLL 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 Longden Avenue Park, situated on APN 8511014271 in the City of Arcadia, California ("Property"); and B. WHEREAS, ANLL desires to obtain CITY'S permission and CITY wishes to grant ANLL permission to enter onto Property and cause to be provided services to modify the baseball field dimensions of Property ("Improvements"). The Improvements are more specifically set forth in Exhibit "A", attached hereto and incorporated herein by reference; and C. WHEREAS, the Parties desire and intend to enter into this Right of Entry whereby CITY will allow ANLL, its officials,employees,and agents,to enter Property for the purpose of installing the Improvements in accordance with the terms set forth herein; NOW, THEREFORE, CITY and ANLL 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 ANLL and its officials, employees, agents, and contractor, a permit and temporary right to enter onto Property for the purpose of increasing field dimensions, adding materials to the infield, level the infield, rebuild the pitcher's mound, and sod cut the infield lip to allow for 70ft. base pegs of the Longden Avenue 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 ANLL, or its officials, employees, agents or Contractor, incident to the exercise of the privileges herein granted, shall be promptly repaired or replaced by ANLL, or in lieu of such repair or replacement, ANLL shall, if so required by the CITY'S 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 1 Property by ANLL, its officials, employees, agents or Contractor, shall be removed upon expiration of this Right of Entry in accordance with Section 3 below. ANLL 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 ANLL. ANLL shall be responsible for payment of the full amount therefor and any approved change orders. d. ANLL shall provide CITY all proposed plans and specifications for the improvements (including colors and products)for CITY approval at least ten (10) business days prior to commencement of work. ANLL shall not commence work on the Improvements unless ANLL has first received CITY'S written approval of such plans and specifications. e. ANLL 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 the plans and specifications for the Improvements, as approved by the CITY. 3. Term. This Right of Entry shall be effective from the date first set forth above and shall expire on February 26, 2022 unless earlier terminated as provided herein. 4. Liens. ANLL shall not permit to be placed against Property, or any part thereof, any design professionals', mechanics', materialmen's, laborers' contractors' or subcontractors' liens with regard to ANLL'S actions upon Property under this Right of Entry. ANLL agrees to hold CITY harmless from and against any loss or expense, including, without limitation, reasonable attorneys'fees and costs, arising from or related to any such liens which might be filed against Property. 5. Compliance with Laws/Permits. ANLL 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, ANLL, 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 ANLL desires to conduct or have conducted pursuant to this Right of Entry. 6. Insurance. ANLL 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. ANLL hereby releases and waives, and shall be deemed to have released and waived, on behalf of itself and all permitees, any and all present or future claims, causes of action, or demands against CITY, its officials, officers, employees, volunteers and agents, that ANLL and/or permitees now have or may hereafter accrue on 2 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, including death, or property damage and the consequences thereof, resulting or which may result from any acts or omissions of ANLL and/or permitees upon Property or the use of any equipment or procedures while on, entering, or leaving Property. With respect to the release and waivers set forth in this paragraph, ANLL, on behalf of itself and all permitees, hereby expressly waives the provisions of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 8. Indemnification. a. ANLL hereby agrees to indemnify, defend, assume all liability for and hold harmless CITY and its officials, 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 ANLL'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 ANLL, Contractor or anyone directly or indirectly employed or anyone else under contract with ANLL, and whether such damage or claim shall accrue or be discovered before or after the termination of this Right of Entry. ANLL 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. ANLL shall require that Contractor agree to indemnify defend, assume all liability for and hold harmless CITY and its officials, 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. ANLL 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 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. 3 10. Inspection. CITY and its representatives, employees, agents or contractors may enter and inspect Property or any portion thereof or any Improvements made thereon at any reasonable time to verify ANLL'S 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 ANLL 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 ANLL or Contractor to Property or any sums expended by ANLL 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 ANLL. b. In cases of an emergency or a breach of this Right of Entry by ANLL, 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 hereunder to be given by ANLL 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 Manager, City of Arcadia, 240 W. Huntington Dr., Arcadia, California 91007. Any notice to be given hereunder by CITY to ANLL shall be deemed to be properly served on the date it is deposited in the United States Mail, postage prepaid, addressed to Arcadia National Little League P.O. Box 1050 Arcadia, California 91107. 15. Independent Contractor. It is expressly understood that Contractor shall not be an employee of CITY, but shall instead be an independent contractor under separate contract with ANLL. ANLL 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. 16. Continuing Liability. No termination or expiration of this Right of Entry shall release ANLL 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. 4 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 ARCADIA NATIONAL LITTLE LEAGUE M:16 41 j Sara Somogyi Nam,9 Y `Devam vle„, Director of Recreation & Title: 4 .I 4 LL. Community Services 2-. .(1/1/ 7-.—kq Date Date Dominic Lazzare o City Manager bk-eo - 1 ► Zo 1-1._ Date ATTEST: By: ff/ la NIA), City Clerk APPROVED AS TO FORM: By: P. '06-'7474 Stephen P. Deitsch City Attorney 6 EXHIBIT "A" IMPROVEMENTS Longden Avenue Park 2'grass removal Will be filled with clayldirt for pitcher's 5'grass removal mound Will be filled with 5'grass removal clayldirt Will be filled with clayldirt Key: - Removal of grass • — New base being added Sod cut and remove 5 feet of the arc into the outfield, replenish infield mix and level it with spike drag, provide and install new base pegs at 70ft on baselines, rebuild pitcher's mound, and add additional base peg at 50ft on home plate. 7 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNY) 01/13/22 PRODUCER CERTIFICATE#: 4051706-2022-1 4 05 17 Keystone Risk Managers, LLC 1995 Point Township Drive Northumberland, PA 17867 INSURERS AFFORDING COVERAGE: ADDITIONAL NAMED INSURED: INSURER A: Lexington Insurance Company ARCADIA NATIONAL LL INSURER B: National Union Fire Insurance Company of Domingo Peraza (Non-Liability) Pittsburgh, PA po box 66032 AIG Specialty Insurance Company arcadia,CA 91006 INSURER C: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. •SUBJECT TO 35,000,000 AGGREGATE SUBLIMIT OF LIABILITY FOR ALL LEAGUES,COMBINED,UNDER THE MASTER D&O POLICY,FOR ALL LOSS ARISING FROM ALL CLASS ACTION CLAIMS AND COMMON LEAGUE CLAIMS,AS MORE FULLY DESCRIBED IN ENDORSEMENT#34 OF THE MASTER D&O POLICY. --SUBJECT TO$5,000,000 AGGREGATE SUBLIMIT OF LIABILITY FOR ALL LEAGUES,COMBINED,UNDER THE MASTER CYBER POLICY,FOR SPECIFIED DEFENSE COSTS,AS MORE FULLY DESCRIBED IN ENDORSEMENT#14 OF THE MASTER CYBER POLICY. INSR ADD L POLICY EFFECTIVE POLICY EXPIRATION LTR NAMED TYPE OF INSURANCE POLICY NUMBER DATE(MWDD/YYYY) DATE(MWDD/YYYY) LIMITS INSRD GENERAL LIABILITY EACH OCCURRENCE $1,000,000 A X X 011405744 01/04/2022 01/01/2023 $2,000,000 OCCURRENCE GENERAL AGGREGATE INCL PARTICIPANTS Pro a Deductible: PRODUCTS/COMP OPS $1,000,000 ert X P Y Dama $250 9 AGGREGATE Sexual Abuse $1,000,000 X SEXUAL ABUSE OCCURRENCESexual Abuse $1,000,000 AGGREGATE MEDICAL PAYMENTS Any One Person EACH LOSS $1,000,000* C X DIRECTORS&OFFICERS 018235622 01/01/2022 01/01/2023 AGGREGATE $1,000,000 C X CYBER LIABILITY COVERAGE 017355170 01/01/2022 01/01/2023 LIMIT LAIMSMADETM C $100,000PER LEAGUE AGGREGATE S&P SECURITY AND PRIVACY LIABILITY $100,000 PER LEAGUE SUBLIMIT OF LIABILITY** RETROACTIVE DATE CONTINUITY DATE INSURANCE $1,000 PER LEAGUE RETENTION POLICY INCEPTION POLICY INCEPTION REGULATORY ACTION SUBLIMIT OF $100,000 PER LEAGUE SUBLIMIT OF LIABILITY LIABILITY $1,000 PER LEAGUE RETENTION EM $100,000 PER LEAGUE SUBLIMIT OF LIABILITY** NOT APPLICABLE POLICY INCEPTION EVENT MANAGEMENT INSURANCE $1,000 PER LEAGUE RETENTION EACH LOSS $35,000 CRIME COVERAGE Crime Deductible:$250 Property/$1,000 Money AGGREGATE NONE As in Master Policy: As in Master Policy B X SPORTS EXCESS ACCIDENT SRG9105434 01/01/2022 01/01/2023 Med.Max.$100,000 Excess Deductible $50 "X"INDICATES COVERAGE(S)SELECTED FOR ADDITIONAL NAMED INSURED ADDITIONAL INSURED Who is an Insured(SECTION II)of the General Liability policy is amended to include as an insured the person or organization shown in the schedule,but only with respect to liability arising out of the above named Little League's maintenance or use of ball fields,or other premises loaned,donated,or rented to that Little League by such person or organizations and subject to the following additional exclusions: 1.Structural alterations,new construction,maintenance,repair or demolition operations performed by or on behalf of the person or organization designated in the Schedule and/or performed by the above named Little League;and 2. That part of the ball field or other premises not being used by the above named Little League. NAME AND ADDRESS OF PERSON OR ORGANIZATION: INSURED CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE Little League Baseball Risk Purchasing Group,Incorporated WITH THE POLICY PROV S. 539 U.S.RT. 15 Highway South Williamsport,PA 17702 AUTHORIZED EPRESENTATNE IMPORTANT DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.