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HomeMy Public PortalAboutAgreement_2006-02-08_Temple City Unified School District_Longden Millham Field Use of FacilityTCO '121 BOARD APPROVED. 1/25/06 Amendment to Joint Use Agreement — LongdenQRIGINALchool Page 1 of 15 AMENDMENT I JOINT USE AGREEMENT BETWEEN THE CITY OF TEMPLE CITY AND THE .TEMPLE CITY UNIFIED SCHOOL DISTRICT FOR THE CONSTRUCTION OF NEW FENCING AND FOR FIELD LIGHTING FOR COMMUNITY AND SCHOOL RECREATIONAL USE OF THE FIELD This Joint Use Agreement is entered into by and between the Temple City Unified School District and the City of Temple City for use of the District's Longden School's northwest play field and to provide for the construction of new fencing and field lighting for community and school recreational use of the Field. RECITALS 1. WHEREAS, the Temple City Unified School District is charged with the authority pursuant to Education Code Section 10900 et seq. to promote, preserve and cultivate adequate programs of community recreation; and, 2. WHEREAS, pursuant to Education Code Section 10905, the Temple City Unified School District is empowered to enter into a cooperative agreement with the City of Temple City for this purpose; and, 3. WHEREAS, pursuant to Education Code Section 10910 the governing body of the Temple City Unified School District may authorize the use of District buildings, grounds, and equipment to carry out community recreational goals, so long as the community recreational purpose to be served will not interfere with the use of the school facilities for public school purposes; and, 4. WHEREAS, the City of Temple City and the Temple City Unified School District desire to increase the availability of usable recreational space; and, 5. WHEREAS, the City Council of the City of Temple City and the Board of Education of the Temple City Unified School District have conceptually approved a proposed project to replace field fencing and replace lighting on the Play Field of Longden School; and, 6. WHEREAS the City Council of the City of Temple City and the Board of Education of the Temple City Unified School District have determined that the proposed field fencing and lighting project will serve to promote, preserve, and cultivate programs of community recreation within the City of Temple City and the boundaries of the Temple City Unified School District; and, 7. WHEREAS the proposed field fencing and lighting project will be undertaken jointly and cooperatively by and between the City of Temple City and the Temple City Unified School District. Amendment to Joint Use Agreement — Longden School Page 2 of 15 NOW, THEREFORE, the Temple City Unified School District and the City of Temple City hereby enter into this Agreement under the following terms and conditions: DEFINITIONS (A) AGREEMENT: This Joint Use Agreement between the City of Temple City and the Temple City Unified School District for the Construction of New Fencing and Field Lighting and Joint Use of Longden School Play Field (B) BOARD: The Board of Education of DISTRICT (C) MASTER CALENDAR: The Calendar to be used by CITY and DISTRICT to determine days available for use of SITE developed pursuant to Section 5.2 of AGREEMENT (D) CITY: The City of Temple City, a Charter City in the State of California (E) CITY COUNCIL: The duly elected City Council of CITY (F) CITY HOLIDAYS: Calendar days designated by CITY COUNCIL or other authorized entity as days when full-time regular CITY staff are not required to work (G) CITY MANAGER: The duly appointed and acting City Manager of CITY (H) COMMUNITY USE FACILITIES: The northwest PLAY FIELD at Longden School and parking lot adjacent thereto. (I) COMMUNITY USE HOURS: 5:00 PM to 10:00 PM Monday through Friday and 9:00 AM to 10:00 PM Saturday and designated SCHOOL HOLIDAYS and CITY HOLIDAYS (J) LIGHTING CONTRACTOR: Musco Lighting, Inc. (K) FENCING CONTRACTOR: To be determined as a result of the applicable bidding and contract award process (L) DISTRICT: The Temple City Unified School District (M) PLAY FIELD: The playing field located at the northwest corner of Longden School, exclusive of restroom facilities located on the school site (but including the restroom at the Snack Bar). (N) PROJECT: The replacement of field lights and perimeter ballfield fencing at Amendment to Joint Use Agreement — Longden School Page 3 of 15 Longden School as further defined in Section 2.0 hereof (0) PROJECT COSTS: All reasonable and necessary expenditures associated with PROJECT (P) (Q) SCHOOL: Longden Elementary School located at 9501 Wendon Avenue in CITY SCHOOL HOLIDAYS: Calendar days designated by BOARD or other authorized entity as days when students, teachers, and staff of SCHOOL are not required to attend SCHOOL (R) SCHOOL HOURS: 7:00 AM to 5:00 PM Monday through Friday, exclusive of SCHOOL HOLIDAYS (S) SUPERINTENDENT: The duly appointed and acting Superintendent of Schools of DISTRICT TERMS AND CONDITIONS 1.0 Facilities. 1.1 The school facilities subject to this AGREEMENT shall be at Longden School. 1.2 The "COMMUNITY USE FACILITIES" shall be comprised of the PLAY FIELD located at the northwest corner of SCHOOL. 1.3 The DISTRICT agrees that the SCHOOL parking lot may be used for community recreation event parking during non -school time. Vehicular parking shall be restricted to cars, vans, and light trucks (no semi -trucks or tractor trailers). 1.4 No other DISTRICT Facilities shall be subject to this AGREEMENT. 2.0 Project Description. 2.1 The PROJECT shall consist of the removal and replacement of six (6) lighting fixtures on the PLAY FIELD at the SCHOOL to provide lighting for evening activities conducted on the PLAY FIELD. 2.2 Included in the PROJECT are all of the infrastructure improvements necessary for the PROJECT, including, but not limited to, electrical fixtures, light poles, electrical conduit, electrical wiring, and lighting control apparatus. Further, replacement of certain fences (as shown on Exhibit "A") is also included in the PROJECT. 3.0 Project Administration and Funding. Amendment to Joint Use Agreement — Longden School Page 4 of 15 3.1 Project Administration. 3.1.1 The contract for the PROJECT work shall be the responsibility of CITY and may be effected by a "design -build" contract, if such is feasible. The DISTRICT BOARD must approve any contract for the PROJECT, however. 3.1.2 CITY shall act as "Lead Agency" in the administration of the PROJECT. Administration of the PROJECT shall include, but is not limited to, the following: 3.1.2(a) Administration of all necessary pre -qualification or public bidding requirements for PROJECT, if any; 3.1.2(b) Oversight of the construction phase of the PROJECT; 3.1.2(c) Payment of duly submitted and approved contractor invoices; 3.1.2(d) Securing required permits, inspections and approvals by governmental agencies, including, but not limited to CITY, the County of Los Angeles ("County") and the State of California, including the California Department of Education ("CDE"), Office of Public School Construction ("OPSC"), and the State Architect, where necessary. 3.1.2(e) Compliance, where necessary, with the California Environmental Quality Act ("Act") for PROJECT. 3.1.3 DISTRICT shall assist CITY, where necessary, to effect the goals of the PROJECT. 3.1.4 Establishment of the Longden School Field Lighting and Fencing Replacement Project Task Force ('Task Force") To facilitate the exchange and coordination of information concerning the PROJECT, CITY and DISTRICT agree to establish a Task Force consisting of CITY Manager, the SUPERINTENDENT of DISTRICT, and appointees and/or designees of both CITY Manager and the SUPERINTENDENT. The Task Force shall meet regularly at times to be determined by CITY Manager and DISTRICT SUPERINTENDENT. 3.2 Project Funding. 3.2.1 CITY shall fund one hundred percent (100%) of the PROJECT COSTS. PROJECT COSTS are estimated at this time to be $175,000.00. CITY Amendment to Joint Use Agreement — Longden School Page 5 of 15 hereby declares its intent to fund all PROJECT COSTS in excess of the current estimate. However, all final funding amounts and sources shall be subject to final approval by CITY COUNCIL, at its sole discretion. 3.2.2 CITY and DISTRICT agree to cooperate to obtain any and all funding sources available to fund the PROJECT. 4.0 School Play Field Joint Use. 4.1 DISTRICT and CITY hereby agree that upon the completion of the PROJECT, the School's PLAY FIELD as depicted in Exhibit "B" hereto, shall become available for use as a Community Use Facility, subject to the terms and restrictions contained in this AGREEMENT. 5.0 Scheduling and Use of Community Use Facilities. 5.1 Master Calendar 5.1.1 To avoid conflicts in usage of the COMMUNITY USE FACILITIES, DISTRICT and CITY agree to mutually develop and to abide by a MASTER CALENDAR setting forth dates and times each party shall be entitled to use the COMMUNITY USE FACILITIES. The MASTER CALENDAR may be modified at any time by mutual agreement between DISTRICT and CITY. 5.1.2 No later than June 1 of each year that this AGREEMENT is in effect, DISTRICT and CITY shall prepare the Master Schedule for a twelve (12) month period of time beginning on July 1 of the current year to June 30 of the following year. The Master Schedule shall set forth in detail the use of the PLAY FIELD for COMMUNITY USE HOURS, as well as specific dates during the school year, and otherwise, that the COMMUNITY USE FACILITIES will not be available for COMMUNITY USE HOURS. Amendment to Joint Use Agreement — Longden School Page 6 of 15 5.2 Community Use Hours 5.2.1 CITY and DISTRICT agree that CITY shall have full responsibility for the PLAY FIELD during COMMUNITY USE HOURS and DISTRICT shall have full responsibility during SCHOOL HOURS and during school activities scheduled during COMMUNITY USE HOURS. 5.2.2 CITY shall be responsible for scheduling COMMUNITY USE FACILITIES' use during COMMUNITY USE HOURS. Use of the COMMUNITY USE FACILITIES during COMMUNITY USE HOURS shall be govemed byCITY's policies. 5.2.3 During COMMUNITY USE HOURS, CITY shall be responsible for the community use of the PLAY FIELD, including communicating to PLAY FIELD users the requirements for proper behavior, play field clean-up, and all other regulations for the use of the COMMUNITY USE FACILITIES. 5.3 Lighting Use and Payment. 5.3.1 CITY shall be responsible for payment of electrical charges for use of the lights on the PLAY FIELD and other facilities used during COMMUNITY USE HOURS. CITY shall also be responsible for charging user groups for use of the lights and other utilities on the PLAY FIELD. CITY shall submit bills for reimbursement to DISTRICT for payment of DISTRICT's use of the PLAY FIELD lights and other utilities. To facilitate proper and adequate billing, the project shall contain the installation of a separate electric meter for the lights. 5.3.2 CITY shall keep DISTRICT apprised of all community groups utilizing the COMMUNITY USE FACILITIES during COMMUNITY USE HOURS The method for conveying this information shall be determined by the Joint Use Task Force. Amendment to Joint Use Agreement — Longden School Page 7 of 15 6.0 Compliance with Applicable Law and Statement of Parties' Intent 6.1 Both the CITY and the DISTRICT recognize that this AGREEMENT is subject to certain duties imposed on the School by the Education Code — and upon the CITY by the Government Code — and there is no intent on the part of either party to over -ride such separate statutory rights, duties and obligations. It is, however, the intent of the parties - without violating the provisions of the Education or Government Code — to allow as much scheduling for the CITY's Community Services as possible, and each party promises that to the maximum extent permissible any over-riding provisions of the Education or Government Code will be reduced to a minimum, and implemented only when there is no reasonable alternative. 6.1.1 The DISTRICT shall have exclusive use of the "PLAY FIELD" during "school hours." 6.1.2 All other time shall be available to the CITY for its Community Recreational Services, unless the COMMUNITY USE FACILITIES (or access thereto) are closed for renovation or the DISTRICT has a "sudden, mandatory, bona fide duty" to use the PROJECT for a school related use. 6.2 In order to avoid any misunderstanding of the limitations on a "sudden, mandatory and bona fide duty" school use which could - under the Education Code — trump any prior reservation by the CITY, the parties agree as set forth below. To avoid conflicts in usage of the PROJECT, the parties agree to mutually develop and abide by a "MASTER CALENDAR", setting forth dates, and times each party shall be entitled to use the COMMUNITY USE FACILITIES. Development of the Master Schedule shall be as required by Section 5.2 hereof. 6.2.1 Once the MASTER CALENDAR has been adopted, both parties — except as hereinafter provided — shall be entitled to rely thereon and no cancellations shall take place, except those related to natural conditions of the COMMUNITY USE FACILITIES. It is agreed that no cancellation made be made within 15 days of a city scheduled event — that being sufficient time for the DISTRICT to make alternate arrangements. 6.2.2 There is excepted from the CITY's right of "no cancellations" any "emergency" school function that arose suddenly and in good faith and which the Education Code requires the DISTRICT to honor. Amendment to Joint Use Agreement — Longden School Page 8 of 15 6.3 To make any mandatory Education Code cancellations, the DISTRICT shall notify the CITY not less than 15 days in advance, and certify that it is taking the proposed action for the following reasons: 1) That the reason for cancellation is for a valid school purpose mandated by the Education Code; 2) that it had not been foreseen; 3) that a reasonable alternate date will be provided, and 4) that the School BOARD by properly noticed and public action has authorized the cancellation as being mandated by the Education Code. 6.4 Both parties assign a "covenant of good faith" to this AGREEMENT, and agree that the AGREEMENT will be interpreted in the most favorable way to provide maximum "Community Recreational Facilities" with a minimum of cancellations. 7.0 Capital and Routine Maintenance of the Play Field. 7.1 CITY and DISTRICT hereby acknowledge that proper capital and routine maintenance of the PLAY FIELD is necessary. 7.2 CITY and DISTRICT agree to work to ensure proper routine maintenance of the PLAY FIELD. 7.3 CITY and DISTRICT agree that the PLAY FIELD shall be maintained to an appropriate standard required by the CDE and/or DISTRICT to allow safe and proper use of the PLAY FIELD. 7.4 The Lights installed on the PLAY FIELD as defined by this AGREEMENT, shall be maintained by CITY. DISTRICT shall immediately notify CITY of any necessary repairs noted by DISTRICT. CITY shall thereafter schedule the repairs and/or maintenance in a timely manner. 7.5 The fencing installed as part of this AGREEMENT shall be maintained by DISTRICT. 7.6 Any substances applied to the PLAY FIELD shall only be allowed where the substance has been approved by DISTRICT and CITY. No toxic substance, as defined by the Health and Welfare Code, and/or the CDE, OPSC, or Department of Toxic Substance Control ("DTSC"), shall be placed on the PLAY FIELD at anytime. Amendment to Joint Use Agreement — Longden School Page 9 of 15 7.7 CITY and DISTRICT shall require users of the COMMUNITY USE FACILITIES to be responsible for proper maintenance of the PLAY FIELD, as well as other COMMUNITY USE FACILITIES, during COMMUNITY USE HOURS. Proper maintenance shall include, but is not limited to, emptying of garbage cans, trash removal, and general clean-up of the PLAY FIELD after use. Additional maintenance responsibilities may be required of users as part of any user's application for use of the COMMUNITY USE FACILITIES. Any user not properly maintaining the COMMUNITY USE FACILITIES will be charged for damage or extraordinary maintenance required to be performed by CITY and/or DISTRICT. Any user not properly maintaining or damaging the COMMUNITY USE FACILITIES may be barred from future use of the COMMUNITY USE FACILITIES. 7.8 If the COMMUNITY USE FACILITIES, while being used for any recreational purposes anticipated by this AGREEMENT, are damaged by any organization, entity, group, or individual permitted to use the COMMUNITY USE FACILITIES, DISTRICT and CITY may charge and assess the user any amount necessary to repair, replace or repay any and all damage incurred to the COMMUNITY USE FACILITIES and other School Facilities not expressly made the responsibility of CITY pursuant to this AGREEMENT. CITY and DISTRICT may, by mutual agreement, thereafter deny future use of COMMUNITY USE FACILITIES to the responsible party, organization, entity or group. (Education Code Section 38134 (f).) 8.0 Fee for Use. 8.1 CITY and DISTRICT may, by action taken by either CITY Council or DISTRICT'S BOARD, adopt a fee for use of the COMMUNITY USE FACILITIES. CITY Fees adopted by CITY shall be applicable during COMMUNITY USE HOURS and fees adopted by DISTRICT shall be applicable during SCHOOL HOURS. 9.0 Term of the AGREEMENT. 9.1 This AGREEMENT shall only become effective after adoption by CITY COUNCIL and DISTRICT's BOARD and upon signature by CITY MANAGER and SUPERINTENDENT. CITY MANAGER and SUPERINTENDENT shall seek to be duly authorized jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein anticipated and otherwise to carry out, give effect to and comply with the terms and intent of this AGREEMENT. Amendment to Joint Use Agreement — Longden School Page 10 of 15 9.2 When a r f d apprevea this GREEMENT span cent.^ fill f a d effect for twenty (20) years from the date of execution, unless expressly revoked in writing by CITY or DISTRICT. Should CITY initiate cancellation of AGREEMENT, then title to the light fixtures and ac..ociated equipment installed as part of PROJECT shall vest in DISTRICT. With respect to the field fencing, title to the replacement fencing shall remain with DISTRICT. When adopted and approved, this AGREEMENT shall continue in full force and effect for twenty (20) years from the date of execution, unless expressly revoked in writing 1) by mutual consent, or 2) by CITY or DISTRICT for cause, including but not limited to, breach of the terms of the AGREEMENT or abandonment of PROJECT. Should City initiate cancellation of AGREEMENT, then title to the light fixtures and associated equipment installed as part of PROJECT shall vest in DISTRICT. With respect to the field fencing, title to the replacement fencing shall remain with DISTRICT." 9.3 Upon completion of the light poles constructed as part of PROJECT, title to said poles shall vest in CITY. Upon expiration of the twenty (20) year term of this AGREEMENT, title to the lights installed on the PLAY FIELD, as anticipated by this AGREEMENT, shall vest in DISTRICT at no cost to DISTRICT. Should this AGREEMENT be terminated at the request of DISTRICT prior to the completion of this first 20 year term, DISTRICT, in return for title to the lights installed on the PLAY FIELD, shall pay to CITY an Early Termination Fee. The Early Termination Fee shall be determined by the following formula (at no time shall the Early Termination Fee be less than zero): • Early Termination Fee: (2024 -Year of Termination)/20* Project Costs 9.4 CITY MANAGER and SUPERINTENDENT shall meet at least annually during the term of this AGREEMENT to review the performance under the AGREEMENT. If necessary, CITY MANAGER and SUPERINTENDENT shall propose appropriate modifications to this AGREEMENT, which shall become effective only after being expressly set forth in writing and approved by CITY Council and DISTRICT's BOARD. Amendment to Joint Use Agreement — Longden School Page 11 of 15 10.0 Insurance. 10.1 Both CITY and DISTRICT shall obtain, and shall maintain for the term of this AGREEMENT, a policy of commercial general liability insurance ("Policy') written on an occurrence basis, with a combined single limit of not less than one million dollars ($1,000,000) covering claims for bodily injury, including death, property damage, and damages that may arise out of, or result from, the use of the COMMUNITY USE FACILITIES, or from any action taken in connection therewith, regardless of whether such actions are taken by CITY or DISTRICT, or any of its directors, officers, employees, agents, volunteers, invitees, or any person directly or indirectly employed by any of them. CITY shall also obtain and continue, in full force and effect and at CITY's cost, during the term of this AGREEMENT property insurance for the items installed as part of PROJECT. 10.2 The insurance company, or companies, issuing such a Policy shall be authorized to conduct business in the State of California ("State"). The Policy shall include a standard waiver of rights of subrogation against the other party by the insurance company issuing the Policy. Any deductible under a Policy issued shall be the responsibility of, and paid by, the insuring party. 10.3 DISTRICT and/or CITY shall have the right to obtain the Policy required from a joint powers insurance authority of which DISTRICT and/or CITY is a member. 10.4 Both DISTRICT and CITY shall have the right of reasonable approval over any Policy obtained by the other party. 10.5 Both DISTRICT and CITY shall name each other as additional insured under the Policies respectively obtained. For purposes of this AGREEMENT, "Additional Insured" shall include the party's Council or BOARD members, directors, officers, administrators, employees, volunteers, agents, or representatives. 11.0 Worker's Compensation. 11.1 Each party shall, in accordance with all applicable laws, rules and regulations, including, but not limited to section 3700 of the Labor Code, obtain and maintain in full force and effect a policy of worker's compensation insurance for the term of this AGREEMENT, or any subsequent renewal term. Such workers' compensation insurance shall provide coverage for all employees, agents, and volunteers who will be undertaking any activity on the COMMUNITY USE FACILITIES. Amendment to Joint Use Agreement — Longden School Page 12 of 15 12.0 Indemnity. 12.1 Claims Arising from the Sole Acts or Omission of CITY. CITY hereby agrees to indemnify, defend, and hold DISTRICT, its BOARD members, officers, administrators, employees, volunteers, and agents harmless against and from any liability for any claim, action or proceeding against DISTRICT that arises solely out of an act or omission of CITY in the performance of any act related to the subject matter of this AGREEMENT. In its sole discretion and at its own cost and expense, DISTRICT may participate in the defense of any such claim, action or proceeding, utilizing legal counsel of its choice; however, such participation shall not relieve CITY of any obligation imposed pursuant to this AGREEMENT. DISTRICT shall promptly notify CITY of any such claim, action or proceeding and shall cooperate fully in the defense of the same. 12.2 Claims Arising from the Sole Acts or Omission of DISTRICT. DISTRICT hereby agrees to indemnify, defend, and hold CITY, its council members, officers, administrators, employees, volunteers, and agents harmless against and from any liability for any claim, action or proceeding against CITY that arises solely out of an act or omission of DISTRICT in the performance of any act related to the subject matter of this AGREEMENT. In its sole discretion and at its own cost and expense, CITY may participate in the defense of any such claim, action or proceeding, utilizing legal counsel of its choice; however, such participation shall not relieve DISTRICT of any obligation imposed pursuant to this AGREEMENT. CITY shall promptly notify DISTRICT of any such claim, action or proceeding and shall cooperate fully in the defense of the same. 12.3 Claims Arising from Joint Acts or Omissions. CITY and DISTRICT, respectively, shall provide its own defense with respect to any claim, action or proceeding that arises out of the joint acts or omissions of the parties arising from this AGREEMENT. In such situation, both CITY and DISTRICT shall retain its own legal counsel and each shall bear its own defense costs. Each party shall waive any right to reimbursement of defense costs from the other. Amendment to Joint Use Agreement — Longden School Page 13 of 15 12.4 Joint Defense. Notwithstanding, the provisions of Section 12.3 above, CITY and DISTRICT may agree in writing to a joint defense of any claim, action or proceeding that arises out of the joint acts or omissions of the parties. Any such AGREEMENT may provide that the parties appoint mutually agreeable legal counsel to defend such claim, action or proceedings. In such a case, the parties shall bear equally the cost of any joint defense and any amount paid by the parties in settlement of, or as a result of a court judgment, arbitration or mediation award related to the claim, action or proceeding, if any. The parties shall also share equally in any amount awarded to or received by both parties in settlement of, or as a result of, a court judgment, arbitration or mediation award of such a claim, action or proceeding. Neither party may bind the other party to any settlement of such a claim, action or proceeding, without the express written consent of the other party. 12.5 Comparative Fault. Notwithstanding any provision contained herein to the contrary, in the event of any settlement, court judgment, or arbitration or mediation award that allocates or determines the comparative fault of the parties, either party may seek reimbursement from the other party, of defense costs, settlement payments, judgments or awards, that are consistent with such comparative fault to the extent that such settlement, judgment, award, payment or cost are not covered by insurance the parties are required to maintain under this AGREEMENT. 13.0 Entire Agreement. 13.1 This AGREEMENT and the terms herein stated shall constitute the entire AGREEMENT between DISTRICT and CITY and supersedes all prior written and verbal agreements, representations, promises or understandings between the parties. Any modification or amendment to this AGREEMENT, or any of its terms, must be made in writing and adopted by CITY Council and DISTRICT's BOARD. Amendment to Joint Use Agreement -- Longden School Page 14 of 15 14.0 Survival Clause. 14.1 If any provision of this AGREEMENT, the deletion or modification of which would not adversely affect the receipt of any material benefit by either party, is declared by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of this AGREEMENT shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law unless the AGREEMENT is modified, revoked, or terminated by the parties. 15.0 Notices 15.1 Notices required by this AGREEMENT shall be provided to CITY and to DISTRICT as follows: To CITY: City of Temple City City Manager 9701 Las Tunas Drive Temple City, California 91780 To DISTRICT: Temple City Unified School District Attention: Superintendent 9700 Las Tunas Drive Temple City, California 91780 15.2 Notices required by this AGREEMENT may be provided by U.S. mail, express delivery service (such as Fed Ex), facsimile, or personal delivery. All other notice requirements as set forth in the California Code of Civil Procedure shall apply. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in duplicate. DATED: C CITY OF TEMPLE CITY By: Charles f 7l ffin, City Manager ATTEST BY: rn 0. R. QQ�. ��l - C�f`�.� Mary R. Flfndrick, City Clerk Amendment to Joint Use Agreement — Longden School Page 15 of 15 DATED: 1-25-06 APPROVED AS TO FORM: CITY OF TEMPLE CITY B TEMPLE CITY UNIFIED SCHOOL DISTRICT B i Y• oan C. Hillard, Ed.D., Superintendent TEMPLE CITY UNIFIED SCHOOL DISTRICT By: ales R. Martin, City Attorney Chidester & Associates ORIGINAL JOINT USE AGREEMENT BETWEEN THE CITY OF TEMPLE CITY AND THE TEMPLE CITY UNIFIED SCHOOL DISTRICT FOR THE CONSTRUCTION OF NEW FENCING AND FOR FIELD LIGHTING FOR COMMUNITY AND SCHOOL RECREATIONAL USE OF THE FIELD This Joint Use Agreement is entered into by and between the Temple City Unified School District and the City of Temple City for use of the District's Longden School's northwest play field and to provide for the construction of new fencing and field lighting for community and school recreational use of the Field. RECITALS 1. WHEREAS, the Temple City Unified School District is charged with the authority pursuant to Education Code Section 10900 et seq. to promote, preserve and cultivate adequate programs of community recreation; and, 2. WHEREAS, pursuant to Education Code Section 10905, the Temple City Unified School District is empowered to enter into a cooperative agreement with the City of Temple City for this purpose; and, 3. WHEREAS, pursuant to Education Code Section 10910 the governing body of the Temple City Unified School District may authorize the use of District buildings, grounds, and equipment to carry out community recreational goals, so long as the community recreational purpose to be served will not interfere with the use of the school facilities for public school purposes; and, 4. WHEREAS, the City of Temple City and the Temple City Unified School District desire to increase the availability of usable recreational space; and, 5. WHEREAS, the City Council of the City of Temple City and the Board of Education of the Temple City Unified School District have conceptually approved a proposed project to replace field fencing and replace lighting on the Play Field of Longden School; and, 6. WHEREAS the City Council of the City of Temple City and the Board of Education of the Temple City Unified School District have determined that the proposed field fencing and lighting project will serve to promote, preserve, and cultivate programs of community recreation within the City of Temple City and the boundaries of the Temple City Unified School District; and, 7. WHEREAS the proposed field fencing and lighting project will be undertaken jointly and cooperatively by and between the City of Temple City and the Temple City Unified School District. NOW, THEREFORE, the Temple City Unified School District and the City of Temple City hereby enter into this Agreement under the following terms and conditions: Joint Use Agreement — Longden School Page 2 of 13 DEFINITIONS (A) AGREEMENT: This Joint Use Agreement between the City of Temple City and the Temple City Unified School District for the Construction of New Fencing and Field Lighting and Joint Use of Longden School Play Field (B) BOARD: The Board of Education of DISTRICT (C) MASTER CALENDAR: The Calendar to be used by CITY and DISTRICT to determine days available for use of SITE developed pursuant to Section 5.2 of AGREEMENT (D) CITY: The City of Temple City, a Charter City in the State of California (E) CITY COUNCIL: The duly elected City Council of CITY (F) CITY HOLIDAYS: Calendar days designated by CITY COUNCIL or other authorized entity as days when full-time regular CITY staff are not required to work (G) CITY MANAGER: The duly appointed and acting City Manager of CITY (H) COMMUNITY USE FACILITIES: The northwest PLAY FIELD at Longden School and parking lot adjacent thereto. (I) COMMUNITY USE HOURS: 5:00 PM to 10:00 PM Monday through Friday and 9:00 AM to 10:00 PM Saturday and designated SCHOOL HOLIDAYS and CITY HOLIDAYS (J) LIGHTING CONTRACTOR: Musco Lighting, Inc. (K) FENCING CONTRACTOR: To be determined as a result of the applicable bidding and contract award process (L) DISTRICT: The Temple City Unified School District (M) PLAY FIELD: The playing field located at the northwest corner of Longden School, exclusive of restroom facilities located on the school site (but including the restroom at the Snack Bar). (N) PROJECT: The replacement of field lights and perimeter ballfield fencing at Longden School as further defined in Section 2.0 hereof (0) PROJECT COSTS: All reasonable and necessary expenditures associated with PROJECT Joint Use Agreement — Longden School Page 3 of 13 (P) (0) SCHOOL: Longden Elementary School located at 9501 Wendon Avenue in CITY SCHOOL HOLIDAYS: Calendar days designated by BOARD or other authorized entity as days when students, teachers, and staff of SCHOOL are not required to attend SCHOOL (R) SCHOOL HOURS: 7:00 AM to 5:00 PM Monday through Friday, exclusive of SCHOOL HOLIDAYS (S) SUPERINTENDENT: The duly appointed and acting Superintendent of Schools of DISTRICT TERMS AND CONDITIONS 1.0 Facilities. 1.1 The school facilities subject to this AGREEMENT shall be at Longden School. 1.2 The "COMMUNITY USE FACILITIES" shall be comprised of the PLAY FIELD located at the northwest corner of SCHOOL. 1.3 The DISTRICT agrees that the SCHOOL parking lot may be used for community recreation event parking during non -school time. Vehicular parking shall be restricted to cars, vans, and light trucks (no semi -trucks or tractor trailers). 1.4 No other DISTRICT Facilities shall be subject to this AGREEMENT. 2.0 Project Description. 2.1 The PROJECT shall consist of the removal and replacement of six (6) lighting fixtures on the PLAY FIELD at the SCHOOL to provide lighting for evening activities conducted on the PLAY FIELD. 2.2 Included in the PROJECT are all of the infrastructure improvements necessary for the PROJECT, including, but not limited to, electrical fixtures, light poles, electrical conduit, electrical wiring, and lighting control apparatus. Further, replacement of certain fences (as shown on Exhibit "A") is also included in the PROJECT. 3_0 Protect Administration and Funding. 3.1 Project Administration. 3.1.1 The contract for the PROJECT work shall be the responsibility of CITY and may be effected by a "design -build" contract, if such is feasible. The DISTRICT BOARD must approve any contract for the PROJECT, however. Joint Use Agreement — Longden School Page 4 of 13 3.1.2 CITY shall act as "Lead Agency" in the administration of the PROJECT. Administration of the PROJECT shall include, but is not limited to, the following: 3.1.2(a) Administration of all necessary pre -qualification or public bidding requirements for PROJECT, if any; 3.1.2(b) Oversight of the construction phase of the PROJECT; 3.1.2(c) Payment of duly submitted and approved contractor invoices; 3.1.2(d) Securing required permits, inspections and approvals by governmental agencies, including, but not limited to CITY, the County of Los Angeles ("County") and the State of California, including the California Department of Education ("CDE"), Office of Public School Construction ("OPSC"), and the State Architect, where necessary. 3.1.2(e) Compliance, where necessary, with the California Environmental Quality Act ("Act") for PROJECT. 3.1.3 DISTRICT shall assist CITY, where necessary, to effect the goals of the PROJECT. 3.1.4 Establishment of the Longden School Field Lighting and Fencing Replacement Project Task Force ("Task Force") To facilitate the exchange and coordination of information concerning the PROJECT, CITY and DISTRICT agree to establish a Task Force consisting of CITY Manager, the SUPERINTENDENT of DISTRICT, and appointees and/or designees of both CITY Manager and the SUPERINTENDENT. The Task Force shall meet regularly at times to be determined by CITY Manager and DISTRICT SUPERINTENDENT. 3.2 Project Funding. 3.2.1 CITY shall fund one hundred percent (100%) of the PROJECT COSTS. PROJECT COSTS are estimated at this time to be $175,000.00. CITY hereby declares its intent to fund all PROJECT COSTS in excess of the current estimate. However, all final funding amounts and sources shall be subject to final approval by CITY COUNCIL, at its sole discretion. 3.2.2 CITY and DISTRICT agree to cooperate to obtain any and all funding sources available to fund the PROJECT. Joint Use Agreement — Longden School Page 5 of 13 4.0 School Play Field Joint Use. 4.1 DISTRICT and CITY hereby agree that upon the completion of the PROJECT, the School's PLAY FIELD as depicted in Exhibit "B" hereto, shall become available for use as a Community Use Facility, subject to the terms and restrictions contained in this AGREEMENT. 5.0 Scheduling and Use of Community Use Facilities. 5.1 Master Calendar 5.1.1 To avoid conflicts in usage of the COMMUNITY USE FACILITIES, DISTRICT and CITY agree to mutually develop and to abide by a MASTER CALENDAR setting forth dates and times each party shall be entitled to use the COMMUNITY USE FACILITIES. The MASTER CALENDAR may be modified at any time by mutual agreement between DISTRICT and CITY. 5.1.2 No later than June 1 of each year that this AGREEMENT is in effect, DISTRICT and CITY shall prepare the Master Schedule for a twelve (12) month period of time beginning on July 1 of the current year to June 30 of the following year. The Master Schedule shall set forth in detail the use of the PLAY FIELD for COMMUNITY USE HOURS, as well as specific dates during the school year, and otherwise, that the COMMUNITY USE FACILITIES will not be available for COMMUNITY USE HOURS. 5.2 Community Use Hours 5.2.1 CITY and DISTRICT agree that CITY shall have full responsibility for the PLAY FIELD during COMMUNITY USE HOURS and DISTRICT shall have full responsibility during SCHOOL HOURS and during school activities scheduled during COMMUNITY USE HOURS. 5.2.2 CITY shall be responsible for scheduling COMMUNITY USE FACILITIES' use during COMMUNITY USE HOURS. Use of the COMMUNITY USE FACILITIES during COMMUNITY USE HOURS shall be governed by CITY's policies. 5.2.3 During COMMUNITY USE HOURS, CITY shall be responsible for the community use of the PLAY FIELD, including communicating to PLAY FIELD users the requirements for proper behavior, play field clean-up, and all other regulations for the use of the COMMUNITY USE FACILITIES. 5.3 Lighting Use and Payment. 5.3.1 CITY shall be responsible for payment of electrical charges for use of the lights on the PLAY FIELD and other facilities used during COMMUNITY USE Joint Use Agreement — Longden School Page 6 of 13 HOURS. CITY shall also be responsible for charging user groups for use of the lights and other utilities on the PLAY FIELD. CITY shall submit bills for reimbursement to DISTRICT for payment of DISTRICT's use of the PLAY FIELD lights and other utilities. To facilitate proper and adequate billing, the project shall contain the installation of a separate electric meter for the lights. 5.3.2 CITY shall keep DISTRICT apprised of all community groups utilizing the COMMUNITY USE FACILITIES during COMMUNITY USE HOURS The method for conveying this information shall be determined by the Joint Use Task Force. 6.0 Compliance with Applicable Law and Statement of Parties' Intent 6.1 Both the CITY and the DISTRICT recognize that this AGREEMENT is subject to certain duties imposed on the School by the Education Code — and upon the CITY by the Government Code — and there is no intent on the part of either party to over -ride such separate statutory rights, duties and obligations. It is, however, the intent of the parties - without violating the provisions of the Education or Government Code — to allow as much scheduling for the CITY's Community Services as possible, and each party promises that to the maximum extent permissible any over-riding provisions of the Education or Government Code will be reduced to a minimum, and implemented only when there is no reasonable alternative. 6.1.1 The DISTRICT shall have exclusive use of the "PLAY FIELD" during "school hours." 6.1.2 All other time shall be available to the CITY for its Community Recreational Services, unless the COMMUNITY USE FACILITIES (or access thereto) are closed for renovation or the DISTRICT has a "sudden, mandatory, bona fide duty" to use the PROJECT for a school related use. 6.2 In order to avoid any misunderstanding of the limitations on a "sudden, mandatory and bona fide duty" school use which could - under the Education Code — trump any prior reservation by the CITY, the parties agree as set forth below. To avoid conflicts in usage of the PROJECT, the parties agree to mutually develop and abide by a "MASTER CALENDAR", setting forth dates, and times each party shall be entitled to use the COMMUNITY USE FACILITIES. Development of the Master Schedule shall be as required by Section 5.2 hereof. 6.2.1 Once the MASTER CALENDAR has been adopted, both parties — except as hereinafter provided — shall be entitled to rely thereon and no cancellations shall take place, except those related to natural conditions of the COMMUNITY USE FACILITIES. It is agreed that no cancellation Joint Use Agreement — Longden School Page 7 of 13 made be made within 15 days of a city scheduled event — that being sufficient time for the DISTRICT to make alternate arrangements. 6.2.2 There is excepted from the CITY's right of "no cancellations" any "emergency" school function that arose suddenly and in good faith and which the Education Code requires the DISTRICT to honor. 6.3 To make any mandatory Education Code cancellations, the DISTRICT shall notify the CITY not less than 15 days in advance, and certify that it is taking the proposed action for the following reasons: 1) That the reason for cancellation is for a valid school purpose mandated by the Education Code; 2) that it had not been foreseen; 3) that a reasonable alternate date will be provided, and 4) that the School BOARD by properly noticed and public action has authorized the cancellation as being mandated by the Education Code. 6.4 Both parties assign a "covenant of good faith" to this AGREEMENT, and agree that the AGREEMENT will be interpreted in the most favorable way to provide maximum "Community Recreational Facilities" with a minimum of cancellations. 7.0 Capital and Routine Maintenance of the Play Field. 7.1 CITY and DISTRICT hereby acknowledge that proper capital and routine maintenance of the PLAY FIELD is necessary. 7.2 CITY and DISTRICT agree to work to ensure proper routine maintenance of the PLAY FIELD. 7.3 CITY and DISTRICT agree that the PLAY FIELD shall be maintained to an appropriate standard required by the CDE and/or DISTRICT to allow safe and proper use of the PLAY FIELD. 7.4 The Lights installed on the PLAY FIELD as defined by this AGREEMENT, shall be maintained by CITY. DISTRICT shall immediately notify CITY of any necessary repairs noted by DISTRICT. CITY shall thereafter schedule the repairs and/or maintenance in a timely manner. 7.5 The fencing installed as part of this AGREEMENT shall be maintained by DISTRICT. 7.6 Any substances applied to the PLAY FIELD shall only be allowed where the substance has been approved by DISTRICT and CITY. No toxic substance, as defined by the Health and Welfare Code, and/or the CDE, OPSC, or Department of Toxic Substance Control ("DTSC"), shall be placed on the PLAY FIELD at anytime. 7.7 CITY and DISTRICT shall require users of the COMMUNITY USE FACILITIES to be responsible for proper maintenance of the PLAY FIELD, as well as other Joint Use Agreement — Longden School Page 8 of 13 COMMUNITY USE FACILITIES, during COMMUNITY USE HOURS. Proper maintenance shall include, but is not limited to, emptying of garbage cans, trash removal, and general clean-up of the PLAY FIELD after use. Additional maintenance responsibilities may be required of users as part of any user's application for use of the COMMUNITY USE FACILITIES. Any user not properly maintaining the COMMUNITY USE FACILITIES will be charged for damage or extraordinary maintenance required to be performed by CITY and/or DISTRICT. Any user not properly maintaining or damaging the COMMUNITY USE FACILITIES may be barred from future use of the COMMUNITY USE FACILITIES. 7.8 If the COMMUNITY USE FACILITIES, while being used for any recreational purposes anticipated by this AGREEMENT, are damaged by any organization, entity, group, or individual permitted to use the COMMUNITY USE FACILITIES, DISTRICT and CITY may charge and assess the user any amount necessary to repair, replace or repay any and all damage incurred to the COMMUNITY USE FACILITIES and other School Facilities not expressly made the responsibility of CITY pursuant to this AGREEMENT. CITY and DISTRICT may, by mutual agreement, thereafter deny future use of COMMUNITY USE FACILITIES to the responsible party, organization, entity or group. (Education Code Section 38134 (f).) 8.0 Fee for Use. 8.1 CITY and DISTRICT may, by action taken by either CITY Council or DISTRICT'S BOARD, adopt a fee for use of the COMMUNITY USE FACILITIES. CITY Fees adopted by CITY shall be applicable during COMMUNITY USE HOURS and fees adopted by DISTRICT shall be applicable during SCHOOL HOURS. 90 Term of the AGREEMENT. 9.1 This AGREEMENT shall only become effective after adoption by CITY COUNCIL and DISTRICT's BOARD and upon signature by CITY MANAGER and SUPERINTENDENT. CITY MANAGER and SUPERINTENDENT shall seek to be duly authorized jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein anticipated and otherwise to carry out, give effect to and comply with the terms and intent of this AGREEMENT. 9.2 When adopted and approved, this AGREEMENT shall continue in full force and effect for twenty (20) years from the date of execution, unless expressly revoked in writing by CITY or DISTRICT. Should CITY initiate cancellation of AGREEMENT, then title to the light fixtures and associated equipment installed as part of PROJECT shall vest in DISTRICT. With respect to the field fencing, title to the replacement fencing shall remain with DISTRICT. 9.3 Upon completion of the light poles constructed as part of PROJECT, title to said poles shall vest in CITY. Upon expiration of the twenty (20) year term of this Joint Use Agreement — Longden School Page 9 of 13 AGREEMENT, title to the lights installed on the PLAY FIELD, as anticipated by this AGREEMENT, shall vest in DISTRICT at no cost to DISTRICT. Should this AGREEMENT be terminated at the request of DISTRICT prior to the completion of this first 20 year term, DISTRICT, in return for title to the lights installed on the PLAY FIELD, shall pay to CITY an Early Termination Fee. The Early Termination Fee shall be determined by the following formula (at no time shall the Early Termination Fee be less than zero): • Early Termination Fee: (2024 -Year of Termination)/20* Project Costs 9.4 CITY MANAGER and SUPERINTENDENT shall meet at least annually during the term of this AGREEMENT to review the performance under the AGREEMENT. If necessary, CITY MANAGER and SUPERINTENDENT shall propose appropriate modifications to this AGREEMENT, which shall become effective only after being expressly set forth in writing and approved by CITY Council and DISTRICT's BOARD. 10.0 Insurance. 10.1 Both CITY and DISTRICT shall obtain, and shall maintain for the term of this AGREEMENT, a policy of commercial general liability insurance ("Policy") written on an occurrence basis, with a combined single limit of not less than one million dollars ($1,000,000) covering claims for bodily injury, including death, property damage, and damages that may arise out of, or result from, the use of the COMMUNITY USE FACILITIES, or from any action taken in connection therewith, regardless of whether such actions are taken by CITY or DISTRICT, or any of its directors, officers, employees, agents, volunteers, invitees, or any person directly or indirectly employed by any of them. CITY shall also obtain and continue, in full force and effect and at CITY's cost, during the term of this AGREEMENT property insurance for the items installed as part of PROJECT. 10.2 The insurance company, or companies, issuing such a Policy shall be authorized to conduct business in the State of California ("State"). The Policy shall include a standard waiver of rights of subrogation against the other party by the insurance company issuing the Policy. Any deductible under a Policy issued shall be the responsibility of, and paid by, the insuring party. 10.3 DISTRICT and/or CITY shall have the right to obtain the Policy required from a joint powers insurance authority of which DISTRICT and/or CITY is a member. 10.4 Both DISTRICT and CITY shall have the right of reasonable approval over any Policy obtained by the other party. 10.5 Both DISTRICT and CITY shall name each other as additional insured under the Policies respectively obtained. For purposes of this AGREEMENT, "Additional Insured" shall include the party's Council or BOARD members, directors, officers, Joint Use Agreement — Longden School Page 10 of 13 administrators, employees, volunteers, agents, or representatives. 11.0 Worker's Compensation. 11.1 Each party shall, in accordance with all applicable laws, rules and regulations, including, but not limited to section 3700 of the Labor Code, obtain and maintain in full force and effect a policy of worker's compensation insurance for the term of this AGREEMENT, or any subsequent renewal term. Such workers' compensation insurance shall provide coverage for all employees, agents, and volunteers who will be undertaking any activity on the COMMUNITY USE FACILITIES. 12.0 Indemnity. 12.1 Claims Arising from the Sole Acts or Omission of CITY. CITY hereby agrees to indemnify, defend, and hold DISTRICT, its BOARD members, officers, administrators, employees, volunteers, and agents harmless against and from any liability for any claim, action or proceeding against DISTRICT that arises solely out of an act or omission of CITY in the performance of any act related to the subject matter of this AGREEMENT. In its sole discretion and at its own cost and expense, DISTRICT may participate in the defense of any such claim, action or proceeding, utilizing legal counsel of its choice; however, such participation shall not relieve CITY of any obligation imposed pursuant to this AGREEMENT. DISTRICT shall promptly notify CITY of any such claim, action or proceeding and shall cooperate fully in the defense of the same. 12.2 Claims Arising from the Sole Acts or Omission of DISTRICT. DISTRICT hereby agrees to indemnify, defend, and hold CITY, its council members, officers, administrators, employees, volunteers, and agents harmless against and from any liability for any claim, action or proceeding against CITY that arises solely out of an act or omission of DISTRICT in the performance of any act related to the subject matter of this AGREEMENT. In its sole discretion and at its own cost and expense, CITY may participate in the defense of any such claim, action or proceeding, utilizing legal counsel of its choice; however, such participation shall not relieve DISTRICT of any obligation imposed pursuant to this AGREEMENT. CITY shall promptly notify DISTRICT of any such claim, action or proceeding and shall cooperate fully in the defense of the same. 12.3 Claims Arising from Joint Acts or Omissions. CITY and DISTRICT, respectively, shall provide its own defense with respect to any claim, action or proceeding that arises out of the joint acts or omissions of the parties arising from this AGREEMENT. In such situation, both CITY and DISTRICT shall retain its own legal counsel and each shall bear its own defense costs. Each party shall waive any right to reimbursement of defense costs from the other. Joint Use Agreement — Longden School Page 11 of 13 12.4 Joint Defense. Notwithstanding, the provisions of Section 12.3 above, CITY and DISTRICT may agree in writing to a joint defense of any claim, action or proceeding that arises out of the joint acts or omissions of the parties. Any such AGREEMENT may provide that the parties appoint mutually agreeable legal counsel to defend such claim, action or proceedings. In such a case, the parties shall bear equally the cost of any joint defense and any amount paid by the parties in settlement of, or as a result of a court judgment, arbitration or mediation award related to the claim, action or proceeding, if any. The parties shall also share equally in any amount awarded to or received by both parties in settlement of, or as a result of, a court judgment, arbitration or mediation award of such a claim, action or proceeding. Neither party may bind the other party to any settlement of such a claim, action or proceeding, without the express written consent of the other party. 12.5 Comparative Fault. Notwithstanding any provision contained herein to the contrary, in the event of any settlement, court judgment, or arbitration or mediation award that allocates or determines the comparative fault of the parties, either party may seek reimbursement from the other party, of defense costs, settlement payments, judgments or awards, that are consistent with such comparative fault to the extent that such settlement, judgment, award, payment or cost are not covered by insurance the parties are required to maintain under this AGREEMENT. 13.0 Entire Agreement. 13.1 This AGREEMENT and the terms herein stated shall constitute the entire AGREEMENT between DISTRICT and CITY and supersedes all prior written and verbal agreements, representations, promises or understandings between the parties. Any modification or amendment to this AGREEMENT, or any of its terms, must be made in writing and adopted by CITY Council and DISTRICT's BOARD. 14.0 Survival Clause. 14.1 If any provision of this AGREEMENT, the deletion or modification of which would not adversely affect the receipt of any material benefit by either party, is declared by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of this AGREEMENT shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law unless the AGREEMENT is modified, revoked, or terminated by the parties. 15.0 Notices 15.1 Notices required by this AGREEMENT shall be provided to CITY and to DISTRICT Joint Use Agreement - Longden School Page 12 of 13 as follows: To CITY: City of Temple City City Manager 9701 Las Tunas Drive Temple City, California 91780 To DISTRICT: Temple City Unified School District Attention: Superintendent 9700 Las Tunas Drive Temple City, California 91780 15.2 Notices required by this AGREEMENT may be provided by U.S. mail, express delivery service (such as Fed Ex), facsimile, or personal delivery. All other notice requirements as set forth in the California Code of Civil Procedure shall apply. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in duplicate. DATED: 13 F --f- 2co2s, CITY OF TEMPLE CITY DATED: 9- / g/7L By: `,‹', L Martin R. Cole, MPA City Manager TEMPLE CITY UNIFIED SCHOOL DISTRICT B &(//.444,z__ Joan C. Hillard, Ed.D., Superintendent Joint Use Agreement — Longden School Page 13 of 13 APPROVED AS TO FORM: CITY OF TEMPLE ITY TEMPLE CITY UNIFIED SCHOOL DISTRICT By: C Cit orney ett :tom Chidester & Associates ORIGINAL CITY OF TEMPLE CITY AGREEMENT FOR DESIGN AND CONSTRUCTION OF THE LONGDEN ELEMENTARY SCHOOL ATHLETIC FIELD LIGHTING SYSTEM This Agreement is made and entered into by and between the City of Temple City, a Charter City of the State of California, hereinafter referred to as CITY, the Temple City Unified School District, hereinafter referred to as DISTRICT, and Musco hereinafter referred to as CONTRACTOR. WITNESSETH CONTRACTOR agrees to perform, in a manner consistent with industry standards and in a manner acceptable to CITY, the professional services outlined in Exhibit "A" (SCOPE OF SERVICES) for a price outlined in Exhibit "B" (COMPENSATION TO CONTRACTOR) attached hereto and made a part hereof. SECTION I PERFORMANCE OF SERVICES CONTRACTOR shall perform any and all services necessary for the completion of work as set forth in this Agreement. 1. CONTRACTOR represents that it employs or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services, per the terms of this Agreement. 2. CONTRACTOR represents that the services required herein will be performed by CONTRACTOR, or under CONTRACTOR'S direct supervision, and that all personnel performing such services shall be fully qualified. 3. CONTRACTOR shall ensure that services performed under the terms of this Agreement are in full compliance with all applicable federal, state and local laws. 4. CONTRACTOR shall not subcontract any portion of the required services herein without prior approval of the CITY. 5. CONTRACTOR shall work closely with the City Manager or other CITY designated representative, who shall be the liaison representative of the CITY and shall, on a continuous basis, review and approve CONTRACTOR'S work. CONTRACTOR shall ensure that the CITY has reviewed and approved all required work, per the terms of this Agreement. 6. CONTRACTOR shall make no change in the character or extent of the services required by this Agreement, except as may be authorized in writing by the CITY. Such supplemental authorization shall set forth the specific changes of services Agreement for Design and Construction of the Longden Elementary School Lighting System Page 2 of 8 to be performed and any related extension of time and/or adjustment of fee to be paid to CONTRACTOR by CITY. SECTION 11 INDEMNIFICATION CONTRACTOR shall indemnify and hold harmless CITY and DISTRICT, and their officers, officials, employees and agents from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the negligence or willful misconduct of the CITY or DISTRICT. The CONTRACTOR represents that it is an independent CONTRACTOR and will not make claim for unemployment or social security taxes, and/or compensation, and will pay for any income tax on its earnings. SECTION 111 INSURANCE CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, employees or subcontractors. CONTRACTOR shall maintain insurance with limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $100,000/300,000 per accident for bodily injury and $50,000 property damage. 3. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. Any deductibles or self -insured retentions must be declared to and approved by the CITY. At the option of the CITY, the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the CITY, its officers, officials, employees and Agreement for Design and Construction of the Longden Elementary School Lighting System Page 3 of 8 volunteers or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. The general liability and automobile liability policies are to contain the following provisions: 1. The CITY and DISTRICT, their officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects to any liability arising out of activities performed by or on behalf of CONTRACTOR; products and completed operations of the CONTRACTOR; premises owned, occupied or used by the CONTRACTOR; or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of protection afforded to the CITY or DISTRICT, their officers, officials, employees, agents or volunteers, and name the CITY and DISTRICT as additionally insured. 2. For any claims related to this Agreement, the CONTRACTOR'S insurance coverage shall be primary insurance as respects the CITY and DISTRICT, their officers, officials, employees, agents and volunteers. Any insurance of self- insurance maintained by the CITY or DISTRICT, their officers, officials, employees, agents or volunteers shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY or DISTRICT, their officers, officials, employees, agents or volunteers. 4. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CITY. 6. Insurance is to be placed with insurers which are "admitted" in the State of California and have a current A.M. Best's rating of no less than A:VII, unless otherwise approved by the CITY. 7. CONTRACTOR shall furnish the CITY with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the CITY. All endorsements are to be received and approved by the CITY before work commences. Agreement for Design and Construction of the Longden Elementary School Lighting System Page 4 of 8 SECTION IV EXECUTION OF AGREEMENT This Agreement shall constitute the entire understanding of the parties hereto and shall not be modified unless made in writing by the parties hereto. This Agreement shall lapse and fail if CONTRACTOR fails to comply with all conditional terms of the Agreement within thirty (30) calendar days immediately following the date said Agreement is signed by the authorized CITY and DISTRICT officials, otherwise said Agreement shall be null and void. Communications required to be sent to the parties hereto shall utilize the following addresses: CITY: City of Temple City Attn: Martin R. Cole, City Manager 9701 Las Tunas Drive Temple City, CA 91780 CONTRACTOR: As Specified in Exhibit "A" Communications may be sent through the United States Postal Service or any other recognized courier service such as Federal Express Corporation. Any communications to the parties shall be sent postage (or courier fee) fully prepaid by the sender. Changes in the above addresses shall be conveyed to the other party at least 30 days prior to the effective date of such change. SECTION V TERMINATION OF AGREEMENT CITY or CONTRACTOR may terminate this Agreement at any time upon providing a thirty (30) day written notice. In the event of termination, the CITY will pay for only the services that have been satisfactorily completed by the CONTRACTOR and approved by the City Manager or his representative. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives: Agreement for Design and Construction of the Longden Elementary School Lighting System Page 5 of 8 CITY OF TEMPLE CITY BY: •Incub.rri -e Martin R. Cole, MPA City Manager TEMPLE CITY UNIFIED SCHOOL DISTRICT BY: oan Hillard Superintendent DATE: 3 FEE, 2005 DATE: o7 ,4‘ ATTEST: BY: "-LY R, 4Q -0C& - Mary R. handrick, CMC City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: City Attorney -City of Tem City Attorney, TCUSD MUSCO L DATE: [ —O EXHIBIT "A" — SCOPE OF SERVICES Contractor: Scope of Services Musco Lighting 15311 Barranca Parkway Irvine, California 92618 1. CONTRACTOR shall perform all electrical design engineering and prepare related plans and specifications necessary for the complete removal and replacement of the athletic field lighting system located at Longden Elementary School, 9501 Wendon Avenue, Temple City for and on behalf of the CITY, as identified in the Longden School Baseball Scope of Work and Cost Proposal submitted by the CONTRACTOR, which is attached hereto and incorporated by this reference. 2. CONTRACTOR shall perform all engineering services and prepare comprehensive lighting system design plans and specifications. 3. CONTRACTOR shall provide all necessary equipment, materials and labor, and shall perform all work required for the demolition and removal of the existing lighting system, including the poles, lights, standards, electrical service panel and related abandoned conduits as determined by the CITY. 4. CONTRACTOR shall provide all necessary equipment, materials and labor, and shall perform all work required for the installation of all equipment as specified in Longden School Scope of Work (attached). 5. CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions in connection with the work. He will take all necessary precautions for the safety of, and will provide the necessary protection to prevent damage, injury or loss to, all employees on the work site and other persons who may be affected thereby; all the work and all materials or equipment to be incorporated therein, whether in storage on or off the site; and other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 6. CONTRACTOR shall perform all work between 7 a.m. and 7 p.m., Monday through Friday. No work shall be completed outside these hours, or on weekends or holidays without the prior written permission of the City. This includes warm-up and maintenance of equipment. 7. CONTRACTOR shall secure all necessary permits and licenses; CITY shall waive the fees for the necessary permits. EXHIBIT "B" — COMPENSATION CITY shall pay CONTRACTOR for all services included in Exhibit "A" an amount not to exceed $97,400.00, plus tax. CITY shall pay 25% down with Notice to Proceed. Upon presentation of a bona fide invoice for services rendered, the CITY shall pay such invoice within 30 days of acceptance of said invoice by the CITY. Should the CITY dispute the accuracy of any invoice, the CITY shall, within 20 days of presentation of said invoice to the CITY, notify CONTRACTOR of such dispute and, when possible, inform CONTRACTOR of the items needing clarification and/or correction. All changes, which affect the cost or time of the construction of the project, must be authorized in advance by means of a Change Order. All changes shall be recorded on a Change Order as they occur. Each Change Order must contain complete and detailed justification for all items addressed by the Change Order. L VAS Date: December 3, 2004 To: Cathy Burroughs Assistant City Manager -. Director of Parks & Recreation From: Greg Winchell Project: Longden School Baseball Musco Lighting West Region - • Phone: 949(754.0503 6001659-0117 toll free Fat 9491754-0637 15311 Barranca Pkwy Irvine, CA 92518 www.musco.com Re: Scope of work and. cost proposal Please review the following information prepared specifically for this project. Musco Scope 1. Provide design, layout, DSA stamped drawings for approval and constriction, submittal struchiral loads, and as -built drawings for lighting system. Structural loads based on the ASCE 7-95 building code, 70 mph wind speed • - 2. Mark existing site to finalize pole locations and elevation changes. 3. Computer models of all predicted light levels. 4. Manufacture and deliver lighting system to job site. 5; Install pole foundations. . 6. Provide and install grounding rods per pole as required. 7. Design and install the underground electrical distribution system. Install new 400amp switchboard. Provide one point of on/off control near the new switchboard. 8. Remove existing Poles and fixtures and remove spoils. • 9. Assemble and erect poles, support structures; and luminaires. 10. Test and final.aim.equipment. 11. Locate and mark underground utilities. 12. Commission Control Link. Lighting Materials List 1. Quantity of(4) pre -cast concrete foundations. 2. Qtiaritity of (4) galvanized steel .poles. 3. Quantity of ( 27) 1500 watt metal halide luminaires. All luminaires equipped with Musco's Level -8 glare control reflector system. 4. All conductors from the pole top luminaires to the ballast enclosures at base of poles. LEI VV.) Owners Responsibility 1. Provide a single point of contact for construction management, coordination, drawing approvals etc. 2. Provide reasonable access to job site. 3. Costs associated with building permits and licenses. 4. Provide on -site storage and staging areas for Musco equipment, as required. 5. Utility cost for operating the lights during construction and final aiming. 6. Hire a DSA inspector for both onsite inspection and inspection at the Musco factory. 7. DSA plan check fees. 8. Provide soils report with recommendations for deep pier type foundations or accept standard soils. Extra costs associated with foundation excavation in non standard soils (Rock, Caliche, high water tablecollapsing holes, etc). Standard soils are defined as soils that can be excavated using standard earth auguring equipment. Timing - TBD This schedule will need to be discussed and reviewed with school staff and management. Coordination in and around school events will be required. Musco will work with staff to make sure construction zones are covered -up or protected from the public during events. Warranty Musco will provide a warranty for parts and labor for a period of 10 years or 6000 hours (based on 600 hours per year), whichever occurs first and includes 2 full system relampings. Cost and terms of payment Total for goods and services outlined $97,400 plus tax 25% down with notice to proceed. Goods invoiced at time of delivery. Services invoiced at completion_ Invoice due net 30 days. 5% retainage for final acceptance, Open issues to review and discuss 1. Confirm soil conditions. Summary I am looking forward to working with you on this project. Please call me if you have any questions or concerns. ,te of California - The Resources Agency DEPARTMENT OF PARKS AND RECREATION GRANT CONTRACT 2002 Resources Bond Act Roberti-Z'berg-Harris Block Grant Program GRANTEE City of Temple City THE PROJECT PERFORMANCE PERIOD is from July 01, 2003 thru June 30, 2011 The Grantee agrees to the terms and conditions of this Contract, and the State of California, acting through its Director of Parks and Recreation pursuant to the Roberti-Z'berg-Harris Block Grant Program in the California Clean Water, Clean Air, Safe Neighborhood Parks, and Coastal Protection Bond Act of 2002, agrees to fund the Project up to the total State Grant Amount indicated. These funds are for high priority projects that satisfy the most urgent park and recreation needs, with emphasis on unmet needs in the most heavily populated and most economically disadvantaged areas within each jurisdiction. Total State Grant Amount not to exceed $93,015.00 City of Temple City Grantee ,,pp By ✓ �`-1,v ft %e • (Signature of Authorized Representative) Title ci y Mi3NAeE/- Date /0/g/Olf The General and Special Provisions attached are made a part of and incorporated into the Contract. STATE OF CALIFORNIA DEPARTMENT OF PARKS AND RECREATION By Date I hereby certify that the Grantee has met, or will meet, all federal, state and local environmental, public health, relocation, affirmative action,and clearinghouse requirr pei . pd all other appropriate codes, laws and regulations prior to the expenditure of grant funds. (Public Resources Code 5626(d) Signed (Signed -Legal Counsel for Granteel _ CERTIFICATION OF FUNDfNG (FOR STATE USE ONLY) ate AMOUNT OF ESTIMATE $93,015.00 CONTRACT NUMBER CO209808 FUND. 2002 Resources Bond Act ADJ. INCREASING ENCUMBRANCE $ APPROPRIATION ADJ. DECREASING ENCUMBRANCE $ CALSTARS VENDOR NO. 400000423900 UNENCUMBERED BALANCE $ LINE ITEM ALLOTMENT 3790-101-6029(1)(b) CHAPTER 157 STATUTE 03 FISCAL YEAR 2004/05 T.B.A. NO. B.R.. NO. INDEX. 1091 OBJ. EXPEND 702 PCA. 66011 I hereby certify upon my personal knowledge that budgeted funds are available for this encumbrance. SIGNATURE OF ACCOUNTING OFFICER DATE. Grant Contract Special Provisions General Provisions A. Definitions 1. The term "Act" as used herein means the Appropriation for the Program. 2. The term "Application" as used herein means the individual Application and its required attachments for grants pursuant to the enabling legislation and/or Program. 3. The term "Acquisition" means to obtain fee title or a lesser interest in real property, including specifically, a conservation easement or development rights. 4. The term "Department" means the California Department of Parks and Recreation. 5. The term "Development" means including, but not limited to, improvement, Rehabilitation, restoration, enhancement, Preservation, protection, and interpretation. Bond Act funds may only be used for Capital Improvement. 6. The term "Grantee" as used herein means the party described as the Grantee on page 1 of this Contract. The term "Project" as used herein means the Project described on page 1 of this Contract. 7. The term "State" as used herein means the State of California Department of Parks and Recreation. B. Project Execution 1. Subject to the availability of grant monies in the Act, the State hereby grants to the Grantee a sum of money (grant monies) not to exceed the amount stated on page 1 of this Contract, in consideration of, and on condition that, the sum be expended in carrying out the purposes as set forth in the Description of Project on page 1 of this Contract, and under the terms and conditions set forth in this Contract Grantee shall assume any obligation to furnish any additional funds that may be necessary to complete the Project. Any modification or alteration in the Project as set forth in the Application on file with the State must be submitted to the State for approval. 2. The Grantee shall complete the Project in accordance with the time of Project Performance set forth on page 1, and under the terms and conditions of this Contract. 3. The Grantee shall comply as lead agency with the California Environmental Quality Act (Public Resources Code Section 21000, et. seq., Title 14, Califomia Code of Regulations Section 15000 et. seq.) 4. The Grantee shall comply with all applicable current laws and regulations affecting Development Projects, including, but not limited to, legal requirements for construction contracts, building codes, health and safety codes, and laws and codes pertaining to individuals with disabilities. 5. The Grantee shall permit periodic site visits, including a final inspection upon Project completion by the State, to determine if Development work is in accordance with the approved Project Scope. 2002 RZH Block Grant Procedural Guide a. Up to a 10% advance of the total Project Amount b. After the property is in escrow, the Grantee may request up to 80% of the total Project Grant Amount as specified in the approved Application, or 100% of the actual Acquisition cost, whichever is less. The Grantee shall immediately place these funds in escrow. c. The remaining Project grant funds shall be paid up to the amount of the grant or the actual Project cost, whichever is less, on completion of the Project and receipt of a detailed summary of Project costs from the Grantee. 2. If the Project includes Development, the State may disburse to the Grantee the grant monies as follows, but not to exceed in any event the total Project Grant Amount set forth on page 1 of this Contract: a. Up to a 10% advance of the total Project Grant amount. b. On proof of award of a construction contract or commencement of construction by Force Account, up to 80% of the total Project Grant Amount, not to exceed 80% of the total dollar amount of any or all awarded construction contracts. c. The remaining Project grant funds shall be paid up to the amount of the grant or the actual Project cost, whichever is less, on completion of the Project and receipt of a detailed summary of Project costs from the Grantee. D. Project Administration 1. The Grantee shall promptly submit written Project reports as the State may request. In any event, the Grantee shall provide the State a report showing total final Project expenditures. 2. The Grantee shall make property and facilities developed pursuant to this Contract available for inspection upon request by the State. 3. The Grantee shall use any monies advanced by the State under the terms of this Contract solely for the Project herein described. 4. If grant monies are advanced, the Grantee shall place these monies in a separate interest bearing account, setting up and identifying such account prior to the advance. Interest earned on grant monies shall be used on the Project, as approved by the State. If grant monies are advanced and not expended, the unused portion of the grant shall be retumed to the State within 60 days of completion of the Project or end of the Project Performance Period, as shown on the signature page, whichever is earlier. 5. The Grantee shall use income earned by the Grantee from use of the Project to further Project purposes, or, if approved by the State, for related purposes within the Grantee's Jurisdiction. E. Project Termination 1. Any Grant funds that have not been expended by the Grantee shall revert to the fund and be available for Appropriation by the Legislature for one or more of the local assistance programs that the Legislature determines to be the highest priority statewide. 2. The Grantee may unilaterally rescind this Contract at any time prior to the commencement of the Project. After Project commencement this Contract may be rescinded, modified or amended only by mutual agreement in writing between the Grantee and the State. 2002 RZH Block Grant Procedural Guide 1. The Grantee shall maintain satisfactory financial accounts, documents and records for the Project and to make them available to the State for auditing at reasonable times. The Grantee also agrees to retain such financial accounts, documents and records for three years following Project termination or final payment. The Grantee and the State agree that during regular office hours each of the parties hereto and their duly authorized representatives shall have the right to inspect and make copies of any books, records or reports of the other party pertaining to this Contract or matters related thereto. The Grantee shall maintain and make available for inspection by the State accurate records of all of its costs, disbursements and receipts with respect to its activities under this Contract. 2. The Grantee shall use a generally accepted accounting system. H. Use of Facilities 1. The Grantee agrees that the Grantee shall use the property developed with grant monies under this Contract only for the purposes for which the State grant monies were requested and no other use of the area shall be permitted except by specific Act of the Legislature. 2. The Grantee shall maintain and operate the property developed for a period commensurate with the type of Project and the proportion of State grant funds and local funds allocated to the capital costs of the Project, as determined by the State. Nondiscrimination The Grantee shall not discriminate against any person on the basis of sex, race, color, national origin, age, religion, ancestry, sexual orientation, or disability in the use of any property or facility developed pursuant to this Contract. 2. The Grantee shall not discriminate against any person on the basis of residence except to the extent that reasonable differences in admission or other fees may be maintained on the basis of residence and pursuant to law. 3. All facilities shall be open to members of the public generally, except as noted under the special provisions of this Project Contract or under provisions of the enabling legislation and/or Program. J. Application Incorporation The Application and any subsequent change or addition approved by the State is hereby incorporated in this Contract as though set forth in full in this Contract. K. Severability If any provision of this Contract or the Application thereof is held invalid, that invalidity shall not affect other provisions or Applications of the Contract which can be given effect without the invalid provision or Application, and to this end the provisions of this Contract are severable. 2002 RZH Block Grant Procedural Guide