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HomeMy WebLinkAboutItem 11e - Improvements to Orange Grove Park Tennis Courts Proposal1 DATE: December 6, 2022 TO: Honorable Mayor and City Council FROM: Sara Somogyi, Director of Recreation and Community Services Candice Cheung, Assistant Director of Recreation and Community Services SUBJECT: LA SALLE COLLEGE PREPARATORY PROPOSAL FOR IMPROVEMENTS TO ORANGE GROVE PARK TENNIS COURTS CEQA: Not a project Recommendation: Accept SUMMARY La Salle College Preparatory (“LA SALLE”) secured bids to improve the Orange Grove Park tennis courts at 1440 N. Baldwin Avenue. LA SALLE will enter into a contract with the vendor and pay for the improvements to replace three center tie-downs and to resurface and reline the tennis courts. In exchange for these improvements, LA SALLE will enter into an Adopt-a-Facility Agreement with the City for a period of 10 years, and has requested annual use of three tennis courts at Orange Grove Park from August through April, Monday-Friday from 2:30-5:30pm, and 8:00am-4:00pm during the month of July. It is recommended that City Council accept the La Salle College Preparatory proposal for improvements to the Orange Grove Park tennis courts, subject to the conditions of the Agreement, at a value of approximately $68,900. DISCUSSION Over the past 20 years, LA SALLE has utilized the Orange Grove Park tennis courts in Arcadia for their programming. In 2011, LA SALLE resurfaced the tennis courts under an Adopt-a-Facility Agreement. Since 2011, this location has served as the home site for LA SALLE youth practices and games, without creating any conflicts with the general public or contract class use. LA SALLE has recognized some areas of potential improvements for the facility and submitted a proposal to improve the tennis courts. LA SALLE provided the Recreation & Community Services with a written request to complete the contracted improvements at their own expense, without any additional cost to the City. The proposal includes a quote to clean the courts, resurface and paint the courts, stripe the courts, and replace three of Orange Grove Tennis Court Improvements December 6, 2022 Pages 2 of 3 the center tie-downs for the nets. In return, LA SALLE has requested priority use for three of the five tennis courts at Orange Grove Park, from August through April, Monday-Friday, between 2:30-5:30pm, and from 8:00am-4:00pm during the month of July. LA SALLE understands they must continue to follow the City’s bi-annual field allocation process and required procedures. In addition, LA SALLE will have an Adopt-a-Field Agreement (Attachment “B”), which outlines the dates and times of the proposed use. The Adopt-a- Field Agreement is a cooperative agreement between the City and LA SALLE which outlines that the organization will make certain improvements in lieu of the customary hourly fees for the use of the facility. This type of agreement is commonly used with the City’s three little league organizations for the baseball field used for play and for tennis courts, where there is not a hourly fee established for the facility use by private organizations such as LA SALLE. The proposed improvements will take approximately seven days to complete, with the work concluding in late-December 2022 or early-January 2023. ENVIRONMENTAL ANALYSIS This project is categorically exempt pursuant to the California Environmental Quality Act ("CEQA") under Section 15301 Existing Facilities, as the project involves maintenance to existing tennis courts, with no expansion of use. FISCAL IMPACT There will be no fiscal impact to the City of Arcadia since the contract will be entered into by LA SALLE with the contractors completing the proposed work. The City will require a written agreement from LA SALLE outlining the proposed work, insurance requirements, and business license requirements. The City will provide oversight of the project including a review of plans and approval of completed work. The value of this work is approximately $68,900. RECOMMENDATION It is recommended that the City Council accept the La Salle College Preparatory proposal for improvements to the Orange Grove Park tennis courts, subject to the conditions of the Agreement. Orange Grove Tennis Court Improvements December 6, 2022 Pages 3 of 3 Attachment “A” - LA SALLE Request of Improvements Attachment “B” - Adopt-a-Field Agreement Attachment “C” - Bid Proposal Attachment "D” - Right of Entry Agreement November 7th, 2022 Candice Cheung Assistant Director of Recreation & Community Services City of Arcadia | 365 Campus Drive | Arcadia, CA 91007 La Salle College Preparatory would like to submit a formal request to resurface the Tennis Courts at Orange Grove Park in Arcadia. The proposed work would be performed at the cost of La Salle College Preparatory. The City of Arcadia will have no financial responsibility for any of the improvements made at Orange Grove Park in Arcadia. This project will be completed by … Summary of Improvements would Include: 1. Hydroblast off existing loose coatings with 10k+ PSI 2. Apply tricoact epoxy primer 3. Apply two coats of acrylic resurfacer with #60 Silica Sand 4. Apply two coats of acrylotex paint. 5. Stripe 5 tennis courts as per USTA with textured white lines 6. Replace 3 center tie downs 7. Replace 300 linear feet of urethane Please see attached proposal from California Resurfacing Company for additional details: Attachment "A" Updated October 2022 1 Attachment “B” CITY OF ARCADIA ADOPT-A-FACILITY AGREEMENT FOR LA SALLE HIGH SCHOOL OF PASADENA INC PARTIES AND DATE This Agreement is made and entered into this ______ day of ______________, 20____ by and between the City of Arcadia, , a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 (“City”), and La Salle High School of Pasadena Inc., a California high school with its principal place of business at 3880 East Sierra Madre Boulevard Pasadena, CA 91107 (hereinafter referred to as “School”). City and School are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. RECITALS 1. City has constructed tennis courts and related facilities at Orange Grove Park, located at 1440 N. Baldwin Avenue, Arcadia, California 91006, as shown in Exhibit “A” attached hereto and is hereinafter referred to as “Facility”. 2. School expects to use the Facility in the present and future years. 3. The Parties desire to set forth the rights and responsibilities regarding the use and maintenance of the Facility. AGREEMENT 1. Priority Use Subject to Section 9 herein, City shall permit School to have priority use of three of the five tennis courts at Facility at any given time with the following timeframes: a. School’s “in-season” (including pre/post-season maintenance periods), scheduled to run from August – April. b. School’s summer tennis camp period, scheduled to run in July. The priority use granted to School by this Agreement is only to allow School to conduct its School sponsored tennis activities at the Facility. No other activity shall be conducted by School or third party at Facility without prior written approval from City. The priority use granted to School does not prohibit the public from utilizing Facility during times outside the priority use time set forth above. 2. City’s Responsibilities a. Maintain the parking lot that provides access to and from the Facility. b. Provide weekly cleaning of Facility to provide a safe environment. c. Provide trash pick-up services and furnish refuse containers at the Facility Updated October 2022 2 d. Provide weed and disease control for the perimeter of Facility upon reasonable request of School. e. Provide electrical repairs for Facility lights. f. Provide electricity to the Facility at the City’s expense. g. Provide all plumbing and electrical repairs for Facility, unless repairs are required due to the negligence of School. 3. School’s Responsibilities a. Ensure all coaches, assistant coaches, and team parents have had a criminal history background check completed and vetted prior to working with children and comply with the applicable provisions of the Arcadia Municipal Code; b. Ensure all coaches, assistant coaches, and team parents included on the list of mandated reporters are provided with a statement, informing them that they are a mandated reporter and informing them of their obligations to report suspected cases of abuse and neglect pursuant to California Penal Code Section 11166.5 c. Use Facility with care and be responsible for replacement and/or repair of items, including but not limited to gates and nets, that are broken or damaged due to the negligence of School. d. Purchase all supplies and equipment necessary for accomplishing School’s responsibilities. e. Provide a written request to the City for approval of modifications or repairs to Facility, including fencing, windscreens, and/or resurfacing of tennis courts. f. Abide by a good neighbor policy – No music past 10 p.m. g. Provide portable restrooms at Facility. 4. Ownership Of Improvements All Facility improvements completed by School shall be considered donations to the City for public park purposes. School shall have no ownership interest in Facility improvements. 5. Term Of Agreement The term of this Agreement shall be ten (10) years commencing on the effective date set forth in Paragraph 19 of this Agreement, unless terminated earlier as provided in Paragraph 15 of this Agreement. 6. Failure To Perform If School fails to perform its responsibilities set forth in paragraph 3(c) of this Agreement, then City, at its option, may perform such maintenance or repairs and charge School the cost incurred. If City elects to perform said maintenance or repairs, City shall provide written notice to School of its intent to perform said work no less than fourteen (14) days before proceeding with said work. School shall reimburse City for these costs within thirty (30) days after receipt of the bill and supporting receipts, invoices, and check disbursements. Updated October 2022 3 7. Prohibitions City retains the right to prohibit or stop any activity being conducted by School at the Facility if City deems such activity to be not permitted by this Agreement, a conflict of interest, or a danger to public health, safety, or welfare. 8. Designated Representative(s) School’s President shall be the designated School Representative, and shall be responsible for negotiations, contractual matters, and coordination with the City. 9. Permit Application Process School will follow the bi-annual field allocation process to secure permits designating School use. School will be required to complete the bi-annual application and attend the allocations meetings. Permits will be issued to School pending a fully executed Agreement. School will not sublet the courts. 10. Modification Of Facility School shall not modify Facility without prior written approval of City. Any modifications to Facility authorized by City shall be paid for in full by School without any encumbrance or continuing debt. All permanent modifications shall become the property of City. All requests for such approval must include a “Letter of Intent”, accompanied by construction drawings and specifications. 11. Relevant Park Regulations a. No vehicles are allowed on Facility without written City approval. Violators are subject to citation. b. School shall report any vandalism, criminal offenses, or disturbances to the Recreation & Community Services Department at 626.821.4368 and the Arcadia Police Department at 626.574.5150. c. No advertising banners shall appear on or at Facility unless first approved in writing through the City’s Banner Approval Form and process. 12. Notices All notices given or required to be given pursuant to this Agreement shall be in writing and must be given by personal delivery, mail, or email with a return receipt acknowledgment. Notice sent by mail or email shall be addressed as follows and shall be effective upon receipt thereof: CITY: City of Arcadia Attn: Emily Buchanan, Recreation Supervisor 375 Campus Drive Arcadia, CA 91007 ebuchanan@arcadiaca.gov SCHOOL: La Salle High School of Pasadena Inc. Attn: Perry K. Martin, School President 3880 East Sierra Madre Boulevard Pasadena, CA 91107 pmartin@lasallehs.org Updated October 2022 4 13. Modification Of Agreement This Agreement may not be modified or waived, except by a written amendment signed by School and City. 14. Waiver If at any time one party shall waive any term, provision, or condition of this Agreement, either before or after any breach thereof, no party shall thereafter be deemed to have consented to any future failure of full performance hereunder. 15. Right To Terminate City may terminate this Agreement with cause showing LSCP Negligible in its responsibilities, in its sole and absolute discretion, with thirty days (30-days) written notice. 16. Governing Law The terms of this Agreement shall be interpreted according to the laws of the State of California. If litigation occurs, then the venue shall be in the Superior Court of Los Angeles County. 17. Litigation Fees If litigation arises out of this Agreement for the performance thereof, then the court shall award costs and expenses, including attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney’s fees paid or incurred in good faith. 18. Integrated Agreement This Agreement represents the entire Agreement between Party, and all preliminary negotiations and agreements are deemed a part of this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the parties to this Agreement, and any successors and assigns. Should any conflict arise, the terms of this Agreement shall control. 19. Effective Date The effective date of this Agreement is the date it is signed on behalf of City and shall remain in full force and effect until expiration of the term, if not earlier terminated; provided, that the indemnification and hold harmless provisions shall remain in effect after that termination. 20. Hold Harmless School agrees to defend, indemnify, and hold harmless the City, its officers, officials, employees, volunteers, invitees and agents (collectively, “City persons”) from and against any and all third party claims, demands, losses, , or liability of any kind or nature which City may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of School’s negligence or willful misconduct in use of Facility. Notwithstanding anything to the contrary in this paragraph, School shall have no obligation to defend, indemnify, and hold harmless any City persons from and against any and all third-party claims, demands, losses, or liability of any kind or nature arising out of the active negligence, sole negligence or willful misconduct of City persons. Updated October 2022 5 21. Insurance School shall not utilize Facility until they have secured, provided, and received confirmation from City that that all insurance requirements listed below have been met. a. Commercial General Liability (i) The School shall take out and maintain, during usage of Facility under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Schools Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the School shall maintain Automobile Liability Insurance for bodily injury and property damage Updated October 2022 6 including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers’ Compensation/Employer’s Liability (i) School certifies that they are aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent School has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the School shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the School shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the School. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Updated October 2022 7 Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the Parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement, the School shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) School shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the School shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the School shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that School’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. School shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. School shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow School or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. School hereby waives its own right of recovery against City. Updated October 2022 8 (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the School from liability in excess of such coverage, nor shall it limit the School’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (i) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. i. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by School, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the School pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by School or City will withhold amounts sufficient to pay premium from School payments. In the alternative, City may cancel this Agreement. (iii) The City may require the School to provide complete copies of all insurance policies in effect for the duration of the Agreement. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. 22. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. [SIGNATURES ON FOLLOWING PAGE] Updated October 2022 9 SIGNATURE PAGE FOR ADOPT-A-FACILITY AGREEMENT BETWEEN THE CITY OF ARCADIA AND LA SALLE HIGH SCHOOL OF PASADENA IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ARCADIA La Salle High School of Pasadena Inc By: ______________________ By:_________________________ Dominic Lazzaretto Perry K. Martin, School President City Manager La Salle President Date: ____________________ Date: _________________ ATTEST: By: _______________________ City Clerk Date: _____________________ APPROVED AS TO FORM: By: Stephen P. Deitsch City Attorney Date: Updated October 2022 10 EXHIBIT “A” ORANGE GROVE TENNIS COURTS Attachment "C" 1 Attachment “D” RIGHT OF ENTRY AGREEMENT This Right of Entry Agreement ("Right of Entry") is entered into this _________day of __________, 2022 by and between the CITY OF ARCADIA, a California charter city and municipal corporation (“CITY”) and La Salle Preparatory (“LA SALLE”). CITY and LA SALLE 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 ORANGE GROVE TENNIS COURTS, in the City of Arcadia, California ("Property"); and B. WHEREAS, LA SALLE desires to obtain CITY’S permission and CITY wishes to grant LA SALLE permission to enter onto Property and cause to be provided contracted services to resurface the Property (“Improvements”); and C. WHEREAS, LA SALLE desires and intends to retain the services of California Resurfacing (“Contractor”), under separate contract, to provide said Improvements. The Improvements are more specifically set forth in Exhibit “A”, attached hereto and incorporated herein by reference; and D. WHEREAS, the Parties desire and intend to enter into this Right of Entry whereby CITY will allow LA SALLE, its officials, employees, agents, and Contractor, to enter Property for the purpose of installing the Improvements in accordance with the terms set forth herein; NOW, THEREFORE, CITY and LA SALLE 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 LA SALLE and its officials, employees, agents, and Contractor, a permit and temporary right to enter onto Property for the purpose cleaning, resurfacing, painting, re-striping and replacing center tie-downs 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 LA SALLE, or its officials, employees, agents or Contractor, incident to the exercise of the privileges herein granted, shall be promptly repaired or replaced by LA SALLE, or in lieu of such repair or replacement, LA SALLE shall, if so required by the CITY’S City Manager, pay to CITY 2 money in an amount sufficient to compensate for the loss sustained by CITY or by reason of damage to or destruction of CITY property. b. All tools, equipment, and other property taken onto or placed upon Property by LA SALLE, its officials, employees, agents or Contractor, shall be removed upon expiration of this Right of Entry in accordance with Section 3 below. LA SALLE and Contractor are solely responsible for securing any tools, equipment, and other chattel on Property. c. Improvements shall be made without any cost or expense to CITY and shall be paid by LA SALLE. LA SALLE shall be responsible for payment of the full amount therefor and any approved change orders. d. LA SALLE 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. LA SALLE shall not commence work on the Improvements unless LA SALLE has first received CITY’S written approval of such plans and specifications. e. LA SALLE 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 1, 2023, unless earlier terminated as provided herein. 4. Liens. LA SALLE 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 LA SALLE’S actions upon Property under this Right of Entry. LA SALLE 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. LA SALLE 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, LA SALLE, 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 LA SALLE desires to conduct or have conducted pursuant to this Right of Entry. 6. Insurance. LA SALLE 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. 3 7. Release. LA SALLE 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 LA SALLE and/or permitees now have or may hereafter accrue on account of, or in any way growing out of or in connection with, any and all known and unknown, or seen and unforeseen, bodily and personal injuries, including death, or property damage and the consequences thereof, resulting or which may result from any acts or omissions of LA SALLE 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, LA SALLE, 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. LA SALLE 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 LA SALLE’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 LA SALLE, Contractor or anyone directly or indirectly employed or anyone else under contract with LA SALLE, and whether such damage or claim shall accrue or be discovered before or after the termination of this Right of Entry. LA SALLE 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. LA SALLE 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. LA SALLE 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. 4 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. 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 LA SALLE’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 LA SALLE 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 LA SALLE or Contractor to Property or any sums expended by LA SALLE 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 LA SALLE. b. In cases of an emergency or a breach of this Right of Entry by LA SALLE, 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 LA SALLE 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 LA SALLE shall be deemed to be properly served on the date it is deposited in the United States Mail, postage prepaid, addressed to Santa Anita 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 5 contract with LA SALLE. LA SALLE 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 LA SALLE from any liability or obligation hereunder resulting from any acts, omissions or events happening prior to the termination or expiration of this Right of Entry. 17. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it, and supersedes all prior and contemporaneous agreements, representations, and understanding of the Parties with respect to such subject matter and with respect to any other agreements relating to Property. 18. Authority. The persons signing below represent and warrant that they have the requisite authority to bind the entities on whose behalf they are signing. 19. Severability of Provisions. If any one or more of the provisions of this Right of Entry shall be held by court of competent jurisdiction to be void, voidable, or unenforceable, such provision(s) shall be deemed severable from the remaining provisions of this Right of Entry and shall not affect the validity of the remaining portions of this Right of Entry. 20. Counterparts. This Right of Entry may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. [Signatures on following page] 6 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 LA SALLE PREPRATORY _______________________ _____________________ Sara Somogyi Name: Director of Recreation & Title: Community Services _______________________ ________________________ Dominic Lazzaretto Date City Manager _______________________ Date ATTEST: By: ____________________ City Clerk APPROVED AS TO FORM: By: ____________________ Stephen P. Deitsch City Attorney 7 EXHIBIT “A” IMPROVEMENTS 8 9 10 EXHIBIT “B” INSURANCE PROVISIONS LA SALLE shall, prior to any work being performed on Property pursuant to this Right of Entry, obtain and shall require any consultant or contractor entering Property on its behalf to obtain insurance of the type, containing the provisions and in the amounts described below and satisfactory to CITY. A. Commercial General Liability and Indemnity Insurance. LA SALLE shall maintain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Right of Entry Agreement or be no less than two times the occurrence limit. Such insurance shall: 1. Include CITY and its officials, officers, employees, agents, and consultants as additional insureds with respect to the construction of Improvements and Property and shall contain no special limitations on the scope of coverage or the protection afforded to these insureds; 2. Be primary with respect to any insurance or self-insurance programs covering CITY, its officials, officers, employees, agents and consultants; and 3. Contain standard separation of insured provisions. B. Workers' Compensation Insurance. LA SALLE shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 each accident. C. Certificates of Insurance. LA SALLE shall, prior to entering Property, furnish CITY with properly executed certificates of insurance and, if requested by CITY, certified copies of endorsements and policies, which clearly evidence all insurance required under this Right of Entry Agreement and provide that such insurance shall be not canceled, allowed to expire or be materially reduced in coverage, except on 30 days' prior written notice to CITY. CITY shall have the sole discretion to determine whether the certificates and endorsements presented comply with the provisions of this Right of Entry. D. Coverage Maintenance. LA SALLE shall replace certificates, policies and endorsements for any insurance expiring prior to the termination of this Right of Entry Agreement. Unless otherwise provided for in this Right of Entry Agreement, LA SALLE shall maintain such insurance from the execution of this Right of Entry Agreement until the construction of Improvements are complete. E. Licensed Insurer. LA SALLE shall place such insurance with insurers having A.M. Best Company ratings of no less than A:VIII and licensed to do business in California, unless otherwise approved, in writing, by CITY.