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HomeMy WebLinkAboutC-8150-1 - MOU for Field Improvements at Newport Elementary Schoolt Q lJ) co AMENDMENT NO. TWO TO V MEMORANDUM OF UNDERSTANDING ("MOU") WITH NEWPORT -MESA UNIFIED SCHOOL DISTRICT FOR FIELD IMPROVMENTS AT NEWPORT ELEMENTARY SCHOOL THIS AMENDMENT NO. TWO TO MEMORANDUM OF UNDERSTANDING ("Amendment No. Two') is made and entered into as of the 25th day of September 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NEWPORT -MESA UNIFIED SCHOOL DISTRICT, a political subdivision of the State of California ("District'), whose address is 2985 Bear Street, Costa Mesa, CA 92626 and is made with reference to the following: RECITALS A. The District operates the Newport Elementary School, a public elementary school located at 1327 W. Balboa Blvd., Newport Beach, CA 92661 ("School'). B. On February 10, 2015, City and District entered into that certain "Lease Agreement with Newport -Mesa Unified School District for Newport Elementary School Playground" ("Lease'), whereby the District leased an area consisting of grass playfields, blacktop playgrounds and said playgrounds located adjacent to the School for playground purposes (collectively, the "Fields"). The leased area ("Leased Premises") is legally described and depicted in Exhibit "A" attached to the Lease and incorporated therein. C. City and District determined that the condition of the Fields were such that it was necessary to improve the playing areas by removing existing turf and a portion of blacktop, re -grading soil, replanting turf, including irrigation and construction of a low berm wall (collectively, the "Improvements"), D. On October 25, 2016, City and District entered into the MOU to set forth the responsibilities of each party regarding the Improvements. E. The parties entered into Amendment No. One to extend the term of the MOU to December 31, 2019. F. The parties desire to enter into this Amendment No. Two to increase Districts payment by 8%, a total of $20,000. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. DUTIES OF DISTRICT Section 3.2 of the MOU is amended in its entirety and replaced with the following: "District shall provide payment in the amount of Two Hundred Seventy Thousand Dollars and 00/100 ($270,000.00). District shall pay City within thirty (30) days of receipt of an invoice(s) from the City" 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the MOU shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'OFFICE a California municipal corporation Date: of 1 12S 40(b Date: 11-13 - I K By: ForrAaron C. Harp sov4-U•Ig City Attorney ATTEST: O Date: . By: kyk Leilani I. Brown City Clerk By: race K. Leung City Manager DISTRICT: Newport -Mesa Unified School District, a political subdivision of the State of California Date: By: 51400 N 6DLWTV 2PArnZ_r Timothy D. Holcomb Assistant Superintendent, Chief Operating Officer Date: 0 [END OF SIGNATURES] Veronica S. Hallman Notary IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: M Aaron C. Harp City Attorney ATTEST: Date: M Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: A Grace Leung City Manager DISTRICT: Newport -Mesa Unified School District, a political subdivision of the State of California Date: la' /&'-/B / Timgtfiy D.'Holcomb stant Superintendent, Chief Operating Officer 51�Date: J. C. GONZALEZ Notary Public - California Cranse County z Commission p 2133658 My Comm. Expires Apr 6.1022 By: Jadqut�e Gonzalez, Notary [END OF SIGNATURES] CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange ) On October 18, 2018 before me, J.C. Gonzalez, Notary Public Dote Here Insert Name and Title of the Officer personally appeared Timothy D. Holcomb Names) of Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. J. C. GONZALEZ Notary public ' California Orange County Commission N 2233658 My Comm. Expires Apr 6, 2022 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary public Optional Through this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: Memorandum of Understanding Document Date: September 25, 2018 Number of Pages: 3 Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: Timothy D. Holcomb Signer's Name: El Corporate Officer—Title(s): ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Other: ❑Corporate Officer—Title(s): ❑Partner — ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Other: NSigner is Representing: NMUSD ❑Signer is Representing: U; AMENDMENT NO. ONE TO 00 MEMORANDUM OF UNDERSTANDING ("MOU") WITH NEWPORT -MESA UNIFIED SCHOOL DISTRICT FOR FIELD IMPROVMENTS AT NEWPORT ELEMENTARY SCHOOL THIS AMENDMENT NO. ONE TO MEMORANDUM OF UNDERSTANDING ("Amendment No. One") is made and entered into as of this 31st day of December 2017 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NEWPORT -MESA UNIFIED SCHOOL DISTRICT, a political subdivision of the State California ("District'), whose address is 2985 Bear Street, Costa Mesa, CA 92626 and is made with reference to the following: RECITALS A. The District operates the Newport Elementary School, a public elementary school located at 1327 W. Balboa Blvd., Newport Beach, CA 92661 ("School). B. On February 10, 2015, City and District entered into that certain "Lease Agreement with Newport -Mesa Unified School District for Newport Elementary School Playground" ("Lease'), whereby the District leased an area consisting of grass playfields, blacktop playgrounds and said playgrounds located adjacent to the School for playground purposes (collectively, the "Fields"). The leased area ("Leased Premises") is legally described and depicted in Exhibit "A" attached to the Lease and incorporated therein. C. City and District determined that the condition of the Fields were such that it was necessary to improve the playing areas by removing existing turf and a portion of blacktop, re -grading soil, replanting turf, including irrigation and construction of a low berm wall (collectively, the 'Improvements"). D. On October 25, 2016, City and District entered into the MOU to set forth the responsibilities of each party regarding the Improvements. E. The parties desire to enter into this Amendment No. One to extend the term of the MOU to December 31, 2019. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM Section 1 of the MOU is amended in its entirety and replaced with the following: "The term of this MOU shall commence on the Effective Date, and shall terminate on December 31, 2019, unless terminated with or without cause by providing sixty (60) days written notice to the other party." Newport -Mesa Unified School District Page 1 INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the MOU shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Newport -Mesa Unified School District Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: i baa //'9 as Aaron C. Harp City Attorney ATTEST: Date: '31-19 By:aM4� J, Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 21"L'l�j By: 7z2`e Dave City Manager DISTRICT: Newport -Mesa Unified School District, a political subdivision of the State of California Signed in Counterpart By: Timothy D. Holcomb Assistant Superintendent, Chief Operating Officer By: Signed in Counterpart Veronica S. Hallman Notary [END OF SIGNATURES] Newport -Mesa Unified School District Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: l Zaa. a B: 9'W� Y Aaron C. Harp 0"o.1•lb City Attorney n'n'A ATTEST: Date: in Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave Kiff City Manager DISTRICT: Newport -Mesa Unified School District, a political subdivision of the State of California Date: uperintendent, sting Officer Date: Veronica S. Hallman Notary [END OF SIGNATURES] Newport -Mesa Unified School District Page 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) On February 14, 2018 before me, Veronica S. Hallman, Notary Public Dote Here Insert Nome and Title of the Officer personally appeared Timothy D. Holcomb Nome(s) of5igner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. S HALLMANCOMM #2132237NOTARY OIRONVEiCA PUBLIC-CALIFORNIA<ORANGE COUNTY My Commission Expires Oct. 31,2019 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS and official se Signature Signa ofNatary Pu is Optional Through this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Amendment No. One to Memorandum of Understanding ("MOU") with Newport -Mesa Unified School District for Field Improvments (sp) at Newport Title or Type of Document: Elementary School Document Date: February 14, 2018 Number of Pages: 3 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Timothy D. Holcomb Signer's Name ❑ Corporate Officer —Title(s): ❑Partner — ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Other: ❑Corporate Officer—Title(s): ❑ Partner —❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Other: ®Signer is Representing: NMUSD ❑Signer is Representing: MEMORANDUM OF UNDERSTANDING WITH NEWPORT -MESA UNIFIED SCHOOL DISTRICT FOR FIELD IMPROVEMENTS AT NEWPORT ELEMENTARY SCHOOL THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into as of this UP day of OCTPBEP- , 2016 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NEWPORT -MESA UNIFIED SCHOOL DISTRICT, a political subdivision of the State California ("District'), whose address is 2985 Bear Street, Costa Mesa, CA 92626 and is made with reference to the following: RECITALS A. The District operates the Newport Elementary School, a public elementary school located at 1327 W. Balboa Blvd., Newport Beach, CA 92661 ("School"). B. On February 10, 2015, City and District entered into that certain "Lease Agreement with Newport -Mesa Unified School District for Newport Elementary School Playground" ("Lease"), whereby the District leased an area consisting of grass playfields, blacktop playgrounds and said playgrounds located adjacent to the School for playground purposes (collectively, the "Fields"). The leased area ("Leased Premises") is legally described and depicted in Exhibit "A" attached hereto and incorporated herein by this reference. C. City and District have determined that the condition of the Fields is such that it is necessary to improve the playing areas by removing existing turf and a portion of blacktop, re -grading soil, replanting turf, including irrigation and construction of a low berm wall (collectively, the "Improvements"). D. City and District desire to enter this MOU to set forth the responsibilities of each party regarding the Improvements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: aT;it The term of this MOU shall commence on the Effective Date and shall terminate on December 31, 2017, unless terminated with or without cause by providing sixty (60) days written notice to the other party. 2. DUTIES OF CITY City hereby agrees to the following activities pursuant to this MOU: 2.1 City shall cause the Improvements to be installed and constructed as detailed in the Description of Improvements, attached hereto as Exhibit B, which are incorporated herein by reference. Newport -Mesa Unified School District Page 1 2.2 City shall design, bid and construct the Improvements including but not limited to, all plans, specifications, permits, drawings, public notices, and permits. 2.3 City shall contribute an amount not to exceed Two Hundred Fifty Thousand Dollars and 001100 ($250,000.00), with the express understanding that District shall provide a one-time matching contribution payment in the amount of $250,000.00. 3. DUTIES OF DISTRICT District hereby agrees to the following activities pursuant to this MOU: 3.1 District shall cooperate with City in designing and constructing the Improvements. 3.2 District shall provide a one-time payment in the amount of Two Hundred Fifty Thousand Dollars and 001100 ($250,000.00). District shall pay City within thirty (30) days of receipt of an invoice from the City. 3.3 District shall cooperate to develop a student safety plan for implementation during the completion of the Improvements. 3.4 Upon completion of the Improvements, and the expiration of (1) a 45 -day plant establishment period, and (2) a 45 -day plant maintenance period, which shall run consecutively, the District will assume full responsibility for the operation, maintenance and repair of the Improvements throughout the term of the Lease at its sole cost and without expense to City. 4. INSURANCE Without limiting District's indemnification of City, District shall obtain, provide and maintain at its own expense during the term of this MOU or for other periods as specified in this MOU, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 5. HOLD HARMLESS To the fullest extent permitted by law and in addition to District's obligations under the Lease, District shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the sports fields, athletic facilities, and other property not owned by City upon which District uses such sports fields, athletic facilities, and other property as contemplated herein (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every Newport -Mesa Unified School District Page 2 5-4 kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this MOU, District's presence or activities conducted on sports fields and/or athletic facilities (including, but not limited to, the negligent and/or willful acts, errors and/or omissions of District, its principals, officers, agents, players, employees, vendors volunteers, suppliers, consultants, contractors, anyone employed directly or indirectly by or associated in any way with any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require District to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this MOU. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the District. 6. NOTICES All notices, demands, requests or approvals to be given under the terms of this MOU shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from District to City shall be addressed to City at: City: Director of Public Works City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 With a copy to: City Manager City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 With a copy to: Real Property Administrator City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Ail notices, demands, requests or approvals from City to District shall be addressed to District at: Newport -Mesa Unified School District Page 3 5-5 District: Newport -Mesa Unified School District Business Office Attn: Superintendent of Schools 2985 Bear Street, Building A Costa Mesa, CA 92626 7. LEASE TERMS This MOU is intended to further the Lease provisions by providing Improvements for the benefit of District. The parties intend and agree that all of the terms and conditions of the Lease apply to the Improvements. Should any of the provisions herein conflict with the Lease, the Lease provisions shall prevail. 8. STANDARD PROVISIONS 8.1 Recitals. City and District acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 8.2 Compliance with all Laws. District shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 8.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 8.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 8.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this MOU and any attachments attached hereto, the terms of this Agreement shall govern. 8.6 Interpretation. The terms of this MOU shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the MOU or any other rule of construction which might otherwise apply. 8.7 Amendments. This MOU may be modified or amended only by a written document executed by both District and City and approved as to form by the City Attorney. 8.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this MOU shall continue in full force and effect. Newport -Mesa Unified School District Page 4 5-6 8.9 Controlling Law and Venue. The laws of the State of California shall govern this MOU and all matters relating to it and any action brought relating to this MOU shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 8.10 Equal Opportunity Employment. District represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 8.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 8.12 Counterparts. This MOU may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Newport -Mesa Unified School District Page 5 IN WITNESS WHEREOF, the parties have caused this Memorandum of Understanding to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: y- /2 • / By: Aaron C. Harp City Attorney REVIEWED AND RECOMMENDED PUBLIC WORKS DEPARTMENT Date: b By: �. Da id ebb Director ATTEST: Date: 11 ��' I /Y_ r I -I By: Leilani Brown City Clerk Attachments: CITY OF NEWPORT BEACH, a California Municipal Corporation Date: 1 % /X By: Diane B. Dixon Mayor DISTRICT: Newport -Mesa Unified School District, a political subdivision of the State of California Date: IL - 1-4 - 2c,i By: Z oxa Paul H. Reed Deputy Superintendent & CBO Date: /a / 141 / / By:'& X &AtAt Patricia L. Dreher Notary Public [END OF SIGNATURES] Leased Area Exhibit B — Description of Improvements Exhibit C — Insurance Requirements Newport -Mesa Unified School District Page 6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On December 14, 2016 before me, Patricia L. Dreher, Notary Public Date Here Insert Name and Title of the Officer personally appeared Paul H. Reed, Deputy Superintendent and CBO, Newport -Mesa USD Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. PATRICIA L. DREHER _ Commission 12095498 �////))�� ,_Lp -� Notary Public - California ; Signature �4 ��1"6, U \ &/rL,7_/ Z Orange County Signature of Notary Public My Comm. Expires Jan 26, 2019 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Memorandum of Understanding Document Date: December 14, 2016 Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: David Webb ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator [3 Other: Director, Public Works Dept. Signer Is Representing: City of Newport Beach Signer's Name: Aaron C. Hary ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual 0 Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: City Attorney's Office 02014 National Notary Association - www.NationalNotary.org - 1 -800 -US NOTARY (1-800-876-6827) Item #5907 EXHIBIT A LEASED AREA PLAYGROUND AREA AT NEWPORT ELEMENTARY SCHOOL Those portions of West Ocean Front, formerly known as "Ocean Avenue", 65 feet in width, Lot 13A, and Lot 12A of Section B, Newport Beach, as per map recorded in Book 4, Page 27 of Miscellaneous Maps, Records of Orange County, California, lying south of the West Ocean Front public sidewalk, described as follows: Beginning at the southwesterly corner of Lot 13, Block 12 of said Section B; thence along the prolongation of the westerly line of said Lot 13, S 160 43' 26"W 357.00 feet; thence N74° 29' 31"W 429.28 feet to the southwesterly prolongation of the centerline of 14th Street as shown on said map; thence along said centerline prolongation N110 41' 17"E 109.16 feet; thence N78° 18' 43"W 32.00 feet; thence N11° 41' 17"E 92.00 feet; thence S78° 18' 43"E 32.00 feet to said centerline prolongation; thence along said centerline prolongation N11 ° 41' 17"E 147.00 feet to point on a curve, concave southerly and having a radius of 5454.65 feet, said curve containing the northerly right-of-way of Ocean Avenue as shown on said map; thence easterly 460.29 feet along said curve and along the southerly line of Block 13 of said map through a central angle of 40 50' 06" to the point of beginning. Containing 3.697 acres (gross) Playground Area: 3.482 acres (net) Basis of Bearings: the westerly line of said Lot 13, Block 12, of Section B, being N160 43'26"E. Newport -Mesa Unified School District Page A-1 Page A-2 YSCMO — Newport Mesa Girls Softball Page A-2 EXHIBIT B DESCRIPTION OF IMPROVEMENTS 1. Re -grade and level an existing approximately 0.8 acre (approximately 292 feet by 125 feet) grass Field and expand it seaward by approximately 0.2 acres (approximately 292 feet by 48 feet) onto an existing asphalt -paved play area; 2. Install new drought -tolerant sod; and 3. Replace irrigation system. The project includes the re -grading and leveling of the Field, and the extension of the Field seaward; the re -grading and enlargement will result in an approximately 0.2 acre addition to the landscaped area and approximately 501 cubic yards of cut and 491 cubic yards of fill needed to level the Field. The current ground surface elevation of the grass Field varies from about 1 0 to a maximum of 16 feet Mean Sea Level (MSL) at various points, and the ground surface elevation of the boardwalk is about 10 feet MSL. City shall re -grade and level the turf area to create a uniform, gradually sloping Field. The finished elevations will generally range approximately from 13 to 15 feet MSL. Seaward of the Oceanfront boardwalk edge abutting the grass Field, there will be an upward incline forming an approximately 292 -foot by 11 -foot grassy slope, changing in elevation from approximately 10 MSL to 13 MSL. The finished elevation of the rest of the grass Field, not including the narrow slope, will range from approximately 13 to 15 feet MSL, or 3 to 5 feet above the boardwalk, and will gradually slope upward as the Field extends seaward. Following the leveling and re -grading of the existing grass Field, City shall install Paspaium vaginatum (Seashore Paspalum), a drought -tolerant turf grass. The landscape plan will comply with the water efficient landscape ordinance and City of Newport Beach standards. In addition, the City shall remove the existing irrigation system and install a new irrigation system with water conserving emitters and other water conservative technology such as irrigation controllers adjusting irrigation schedules using evapotranspiration data, drip irrigation, and moisture sensing device. All landscape areas will be irrigated with a low -flow drip system. The irrigation will comply with the local and statewide applicable water conservation measures standards. Newport -Mesa Unified School District Page B-1 Newport -Mesa Unified School District Page B-2 ge . .. .......... . ............ . Newport -Mesa Unified School District Page B-2 EXHIBIT C INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting District's indemnification of City, and prior to use of City's sports fields or athletic facilities, District shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. District agrees to provide insurance in accordance with requirements set forth here. If District uses existing coverage to comply and that coverage does not meet these requirements, District agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. District shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. District shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. District shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, include participants and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. District shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of District arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Newport -Mesa Unified School District Page C-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the sports fields, athletic facilities, and other property not owned by City upon which District uses such sports fields, athletic facilities, and other property as contemplated by Agreement or shall specifically allow District or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. District hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the sports fields, athletic facilities, and other property not owned by City upon which District uses such sports fields, athletic facilities, and other property as contemplated by Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. District shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance Newport -Mesa Unified School District Page C-2 shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving District sixty (60) calendar days advance written notice of such change. C. Enforcement of Agreement Provisions. District acknowledges and agrees that any actual or alleged failure on the part of City to inform District of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If District or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this MOU, or to suspend District's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to District or reimbursed by District upon demand. G. Timely Notice of Claims. District shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from District's performance under this MOU, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. District's Insurance. District shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection. Newport -Mesa Unified School District Page C-3