HomeMy WebLinkAboutC-8882-1 - Lease Agreement for the Development, Operation, and Maintenance of Pickleball Courts Complex at Newport Ridge Parki
'N
00 LEASE AGREEMENT BY AND BETWEEN
CID THE NEWPORT RIDGE COMMUNITY ASSOCIATION
w AND THE CITY OF NEWPORT BEACH FOR THE
DEVELOPMENT, OPERATION, AND MAINTENANCE OF PICKLEBALL COURTS
COMPLEX AT NEWPORT RIDGE PARK
THIS LEASE AGREEMENT ("Lease") is made and entered into this 2 `i
day of MAI , 2022 ("Effective Date") between the NEWPORT RIDGE
COMMUNITY ASSOCIATION, a California nonprofit mutual benefit corporation
("NRCA"), and the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"). City and NRCA are collectively referred to as "Parties" herein.
RECITALS
This Lease is made with reference to the following facts:
A. NRCA owns and operates that certain real property and improvements consisting
of a community park with a playground area, restroom facilities, outdoor seating,
walking paths and sidewalks, landscaping, parking lot, outdoor lighting, tennis
courts, basketball courts, and baseball field, commonly referred to as the Newport
Ridge Park located at 6331 Newport Ridge Drive E, Newport Coast, CA 92657,
Assessor's Parcel Number461-152-13 ("NRCA Property"). The NRCA Property is
more particularly depicted in the attached Exhibit "A", which is incorporated herein
by reference.
B. City owns that certain real property and improvements adjacent to NRCA Property,
consisting of a public community center building, parking lot, landscaping and
outdoor lighting, commonly referred to as Newport Coast Community Center
located at 6401 San Joaquin Hills Road, Newport Coast, CA 92657, Assessor's
Parcel Number461-152-12 ("City Property"). The City Property is more particularly
depicted in the attached Exhibit "B", which is incorporated herein by reference.
C. The Parties desire to convert a portion of the baseball field ("Field") on NRCA
Property into pickleball courts ("Pickleball Courts Complex") for the use and
enjoyment by NRCA and City under the terms and conditions explicitly set forth
under this Lease. The Pickleball Courts Complex will comprise eight (8) pickleball
courts ("Courts") and their surrounding improvements, which may consist of
sidewalks, benches, picnic tables, water fountains, shade mechanisms,
landscaping and/or hardscape ("Outer Improvements"). The Courts will be
allocated between City and NRCA, with six (6) pickleball courts designated for
City's use ("City Courts") and two (2) pickleball courts designated for NRCA's
exclusive use ("NRCA Courts").
D. This Lease sets forth the terms and conditions for the development, construction,
operation, and maintenance of the Pickleball Courts Complex.
AGREEMENT
NOW THEREFORE, the Parties agree that:
AGREEMENT TO LEASE
1.1 Purpose of Lease. NRCA hereby grants access and right of entry to the
Field to City to design, develop, construct and install, at City's sole cost and expense, the
Pickleball Courts Complex. City desires to lease from NRCA and NRCA desires to lease
to City that portion of the Field on which the Pickleball Courts Complex will be constructed,
as will be more fully described and depicted in amended exhibits to this Lease.
1.2 Lease Amendment to Incorporate Final Design. The Parties understand that
the final design and details for the Pickleball Courts Complex, including the final location
and layout of NRCA Courts and City Courts, do not exist at the time of execution of this
Lease and that the document(s) will be adopted later. The Parties expressly intend, and
hereby agree, to timely amend this Lease to incorporate the final approved design and
details for the Pickleball Courts Complex and the maintenance obligations for the Outer
Improvements. Notwithstanding the following, the approximate design, location and
layout of the Pickleball Courts Complex is depicted in the attached Exhibit "C", which is
incorporated herein by reference.
1.3 Net Lease. This Lease is a net lease, pursuant to which City has no
obligation with respect to the payment of taxes, insurance, the cost of maintenance,
utilities, repairs or other costs or obligations associated with NRCA Property or the Field,
except as expressly stated herein.
1.4 Termination of Prior Lease(s). NRCA affirmatively represents that: (a) to
the best of its knowledge, no other person/entity has any interest, whether by lease or
otherwise, in the Field; and (b) the person(s) executing this Lease have the authority to
bind NRCA and be bound by the terms herein. Upon the Effective Date of this Lease,
any lease(s) between City and NRCA or any other party covering the Field shall
automatically terminate and be of no further effect. NRCA shall execute and record any
document(s) that may be required to evidence the termination of any prior lease(s)
covering the Field. City shall owe no compensation to NRCA or any other party for the
termination of a lease under this Section. NRCA shall indemnify and hold City harmless
from any and all liability, loss, expense, damage, or claims which may arise directly or
indirectly from or in connection with any allegation that the representations made in this
Section are false.
2. TERM
2.1 Initial Term. NRCA hereby leases to City the property described in Section
1.1. above, for the purposes described herein this Lease, and subject to the terms and
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 2
conditions herein contained, for an initial term of thirty (30) years beginning on the
Effective Date ("Initial Term").
2.2 Option to Extend. Provided City is in full compliance with the terms and
conditions of the Lease, and is not then in default beyond applicable notice and cure
periods provided herein, this Lease shall renew automatically for two (2) additional
successive terms of five (5) years (each an "Option Term"), on the same terms and
conditions as contained in this Lease as it may be amended from time to time, unless
City gives NRCA written notice of its intention not to exercise the Option Term at least
ninety (90) days prior to expiration of the Term.
2.3 Term of Lease. The "Term" as used herein is defined as the Initial Term
and, as exercised, any Option Term.
2.4 Amendments. The Parties may amend the terms of this Lease at any time
during the Term hereof to better serve the public interest and/or better accomplish the
purposes of the Lease; provided, however, that the Term may not be extended by the
Parties beyond the express provisions of this Lease. Any amendment made to this Lease
must be in writing and executed by the Parties, and approved as to form by the City
Attorney.
3. PICKLEBALL COURTS COMPLEX DESIGN AND CONSTRUCTION
3.1 Pickleball Courts Complex Design and Development; Costs. The
conversion and development of the Field into the Pickleball Courts Complex, which
includes but is not limited to the design, installation and construction work (including
installation of the electronic key fob system), shall be performed by City at its sole cost
and expense. The Pickleball Courts Complex shall be designed and constructed by
qualified and licensed (where required) architectural, design, engineering and
construction firms selected by City at its sole and absolute discretion. NRCA shall have
an opportunity to provide input in the Pickleball Courts Complex design process and
suggest changes, which City may at its sole discretion incorporate into the final design.
Notwithstanding the foregoing, City and NRCA must mutually agree and determine the
final placement of City Courts., NRCA Courts and Outer Improvements, which shall be
made part of the final design for the Pickleball Courts Complex. The final design shall
also include installation of the gate(s) at the point of entry to the NRCA Courts, to be
accessible through an electronic key fob system to secure the entrance to NRCA Courts
and addition of an electronic key fob system at the two park entry gates adjacent to the
Courts.
3.2 Pre -Construction Due Diligence.
3.2.1 No later than thirty (30) calendar days following execution of this
Lease, NRCA shall deliver to City copies of any and all documents
in its possession relating to the area proposed for construction of
the Pickleball Courts Complex and the surrounding NRCA
Property, which may include any environmental reports, natural
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 3
hazard disclosure reports, engineering reports, surveys, title
materials, geotechnical reports, soils studies, environmental audits
and reports, environmental impact reports or mitigated negative
declarations, and any other documents that may assist the City in
the design and construction of the Pickleball Courts Complex
(collectively the "NRCA Property Documents").
3.2.2 City's construction of the Pickleball Courts Complex shall be
contingent upon completion of its due diligence and determining, to
its sole satisfaction, that the Field is sound and safe for the
construction of the Pickleball Courts Complex. City shall have a
period of one hundred twenty (120) calendar days after NRCA
delivers the NRCA Property Documents to City to complete such
due diligence and determination. If the City does not provide written
notice of satisfactory completion of its due diligence to NRCA within
the one hundred twenty (120) calendar days (which the Parties
may extend by mutual agreement), then this Lease shall terminate
and the Parties shall have no further obligations hereunder. The
City's determination of the feasibility of construction of the
Pickleball Courts Complex is a material condition of this Lease.
3.3 Notice of Commencement of Construction. At least thirty (30) calendar days
prior to taking possession of the Field to commence construction of the Pickleball Courts
Complex, City shall provide NRCA written notice of the same and NRCA shall provide
written notice to its residents/members of the commencement of construction.
3.4 Preservation of NRCA Property. City may utilize a portion of the NRCA
Property outside of and immediately adjacent to the Pickleball Courts Complex and Outer
Improvements for construction staging and access, which area shall be identified on the
design documents. City agrees to take all prudent action to protect NRCA Property from
any damage or injury during construction and installation of the Pickleball Courts
Complex. City shall repair or cause to be repaired any damage to NRCA Property outside
of the Pickleball Courts Complex directly caused by City or its contractors or
subcontractors during the construction and installation of the Pickleball Courts Complex.
3.5 Prevailing Wages. The City, its contractors and subcontractors shall comply
with all State of California labor laws, rules and regulations, including those governing the
payment of prevailing wage.
3.6 Permits and Approvals. Unless restricted by law, City shall obtain, and be
responsible for the costs for all building permits, health department permits and other
required permits prior to the commencement of construction of the Pickleball Courts
Complex and its operations. If applicable, City shall be responsible, at its sole cost and
expense, for compliance with the California Environmental Quality Act ("CEQA") in
connection with construction and operation of the Pickleball Courts Complex.
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 4
3.7 Acceptance. The date upon which the City formally accepts the completed
construction work of the Pickleball Courts Complex shall be the "Commencement Date."
4. OPERATION AND USE OF THE PICKLEBALL COURTS COMPLEX
The Pickleball Courts Complex shall commence operations and be open for use
as of the Commencement Date. NRCA Courts shall be available at the same time for the
exclusive use by its members and residents, except as set forth herein. City Courts and
the Outer Improvements shall be open for use by the general public.
4.1 City Courts and Outer Improvements.
4.1.1 City Courts shall be reserved for the City to make available for the
general public's use and benefit, which includes public recreational
programs, classes, and events. The City Courts shall be managed
by the City's Recreation and Senior Services Department ("RSS")
comparable to the City's other public park facilities.
4.1.2 NRCA may reserve the City Courts for NRCA private events
("NRCA Event"). NRCA shall make its reservation request in
advance, in writing, through a Special Event Permit from the City,
and/or any other permits or approvals as may be required for the
use of any City public facility. The Special Event Permit and any
other required approvals must be obtained prior to the
commencement of any NRCA Event. The NRCA Event shall be in
compliance with the approved hours of operation of public facilities
as set forth in the Newport Beach Municipal Code. NRCA shall
promptly repair any damage and remove any rubbish resulting from
an NRCA Event, at its sole cost and expense.
4.1.3 The Outer Improvements shall be available for the general public's
use and benefit.
4.2 NRCA Courts.
4.2.1 NRCA Courts shall be reserved for the exclusive use of the NRCA
and its residents/members. NRCA shall conduct its use and
operation of NRCA Courts in compliance with Chapter 11.04 of the
Newport Beach Municipal Code.
4.2.2 NRCA shall provide City with a copy of its key fob to access NRCA
Courts.
4.2.3 City may reserve the NRCA Courts for public event(s) ("City
Event"). No less than ninety (90) calendar days prior to the City
Event, City shall provide NRCA with a written request to use the
NRCA Courts, stating the date(s) and time(s), description, and
contact person for the proposed City Event. NRCA shall provide
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 5
City a written notice of approval or disapproval no less than thirty
(30) calendar days prior to the first date of the proposed City Event,
or if the City Event is in conflict with a previously scheduled NRCA
Event, then NRCA shall, using its reasonable efforts and following
good faith negotiations with City, determine a time to reschedule
the City Event, which shall take priority over any other NRCA Event.
City Events may not exceed more than two (2) in any calendar
quarter or more than sixteen (16) days in the aggregate in any
consecutive twelve (12) month period. City shall promptly repair
any damage and remove any rubbish resulting from a City Event,
at its sole cost and expense.
4.2.4 NRCA shall not modify, alter, add or remove any permanent feature
or aspect of the NRCA Courts, or install any improvements on the
NRCA Courts without prior written approval by City.
4.2.5 NRCA shall fully comply with its Covenants, Conditions and
Restrictions (CC&Rs) as may be amended from time to time, and
which are recorded against the NRCA Property.
4.3 New Improvements. Neither Party may install, construct, maintain, or allow
any signs, permanent or non -permanent fixtures or improvements on the Pickleball
Courts Complex that were not otherwise specified in the final design of the Pickleball
Courts Complex, unless approved in writing by the other Party and in strict compliance
with the provisions of the Newport Beach Municipal Code.
4.4 Signage and Information. City may post signs, messaging and other
information in the Pickleball Courts Complex that may include, but is not limited to, City's
rules of conduct, public programming, and class schedule information. NRCA may post
NRCA information about the NRCA Courts, as preapproved in writing by City.
4.5 Lawful Use of the Pickleball Courts Complex. The Parties agree that no
business shall be conducted on or near the Pickleball Courts Complex in violation of the
terms of this Lease or of any regulation, order, law, statute, bylaw, charter provision, or
ordinance of any governmental agency having jurisdiction.
4.6 Waste or Nuisance. NRCA shall not commit or knowingly permit the
commission of any waste on the Pickleball Courts Complex. NRCA shall not maintain,
commit, or knowingly permit any public or private nuisance as defined in Section 3479 of
the California Civil Code on the Courts.
4.7 Protective Action. Each Party shall take all prudent action to protect the
Pickleball Courts Complex from any damage or injury resulting from its use, maintenance
or repair of the Pickleball Courts Complex.
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 6
5. MAINTENANCE OF THE PICKLEBALL COURTS COMPLEX
5.1 City Courts; NRCA Courts. Each Party shall be responsible for and perform
at its sole cost and expense regular ongoing general upkeep and minor repairs of its
respective City Courts or NRCA Courts and ensure that they are in clean and good
working condition at all times. In general, each Party's general upkeep and repair duties
shall encompass cleaning and graffiti removal and include the netting and shading
mechanism. NRCA shall be responsible, at its sole cost and expense, for maintenance
and repair, and any future modification or replacement of the electronic key fob system
to access the NRCA Courts. All work shall be performed in strict compliance with the
specifications and requirements of the final approved design for the Pickleball Courts
Complex.
5.2 Courts. City shall be responsible for and perform at its sole cost and
expense any maintenance, repair, and/or replacement of the Courts playing surfaces,
fencing, and windscreens, consistent with the repairs and maintenance performed at
other City public recreational facilities and to ensure they are kept in an attractive, safe
and good working condition.
5.3 Outer Improvements. City shall be solely responsible for and perform at its
sole cost and expense regular ongoing maintenance and minor repairs of the Outer
Improvements, including that easterly portion between the Pickleball Courts Complex up
to the adjacent City Property. The specific details of the Outer Improvements and their
maintenance and repair requirements shall be set forth in a Lease amendment that will
be executed after the approval of the final design of the Pickleball Courts Complex.
5.4 Refuse Disposal. City shall be solely responsible for the scheduling, costs
and expenses of refuse collection services for the Pickleball Courts Complex.
5.5 Sound Attenuation Measures. If the Courts require sound attenuation
measures, as determined in the City's reasonable discretion, then the Parties will
proportionally share the costs for the acquisition, installation, construction, maintenance,
repair and replacement.
5.6 Option to Assume Maintenance. In the event NRCA fails to complete, or
commence and diligently pursue to completion, any maintenance or repairs required to
keep the NRCA Courts in a condition reasonably acceptable to City within thirty (30)
calendar days of delivery of the City's written notice of the need for maintenance or repair,
City may perform the maintenance or repair and charge the cost to NRCA. If NRCA
repeatedly (i.e., more than three (3) times in any twelve (12) month period after written
notice thereof) fails to fulfill its obligations hereunder, City has the option to assume the
maintenance and repair obligation and perform it at NRCA's sole cost and expense.
5.7 Site Walk; Annual Report. The Parties shall perform an annual joint
inspection of the Pickleball Courts Complex by July 15th to determine the necessary
repairs and maintenance for the following calendar year. Prior to the joint inspection,
NRCA shall provide to City a written report listing any and all maintenance, repairs, or
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 7
other work completed, including the costs incurred thereof, for the preceding calendar
year.
6. DAMAGE OR DESTRUCTION
6.1 City Courts; NRCA Courts.
6.1.1 If either City Courts or NRCA Courts are rendered totally or partially
inaccessible or unusable due to damage or destruction
("Destruction"), then subject to Section 6.2 below, the Party having
the right of exclusive use thereof shall repair and restore its
respective area of the Courts to substantially the same condition
as existed immediately prior to the Destruction. However, for any
such Destruction directly caused by an NRCA Event or City Event,
the Party conducting that event shall bear the sole cost and
expense for promptly repairing and restoring those premises to
substantially the same condition as existed immediately prior to the
Destruction.
6.1.2 Notwithstanding the foregoing, if Destruction renders a majority of
City Courts or a majority of NRCA Courts inaccessible or unusable
and which cannot within twelve (12) months from the date of the
Destruction reasonably be repaired or restored to substantially the
same condition as existed immediately prior to the Destruction, then
either Party may terminate this Lease in accordance with the
procedure in Section 6.2.
6.2 Courts. If a major portion or the entirety of the Courts are rendered
inaccessible or unusable due to Destruction, then the Parties shall share on a pro rata
basis the costs to repair and restore the Courts to substantially the same condition as
existed immediately prior to such Destruction. The pro rata costs shall be determined
based on the proportion of City Courts to NRCA Courts affected. However, either Party
may, in its sole and absolute discretion, elect to terminate this Lease by giving written
notice to the other Party within thirty (30) calendar days of the date of occurrence of the
Destruction if: (a) the cost for repair and restoration exceeds the amount of any insurance
proceeds available to the terminating Party; (b) the Destruction was caused by an
uninsured casualty or event; or (c) the terminating Party reasonably estimates that repairs
will take more than twelve (12) months. Upon such termination, NRCA shall reimburse
City in accordance with Section 19 and the terminating Party shall, at its sole cost and
expense, remove any damaged property or debris from its respective portion of the
Courts, and thereafter neither Party shall have any further liability or obligations to the
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 8
other Party under this Lease, except as otherwise expressly provided herein (e.g.
indemnity, insurance).
7. RIGHT TO ENTER; EMERGENCY
City and its authorized representative(s) shall provide NRCA at least one (1)
business day notice before entering NRCA Courts for inspection or any purpose other
than maintenance. City shall use reasonable efforts to not interfere with NRCA's use of
the NRCA Courts. City shall not be required to provide notice in the case of an emergency.
8. UTILITIES
City shall provide for the installation of electrical, including electrical connectivity
for the NRCA Courts key fob system, water, and, if applicable, gas service (collectively,
the "utilities") for the Pickleball Courts Complex as part of the construction work.
Beginning on the Commencement Date, NRCA shall pay for ongoing utilities service for
the Pickleball Courts Complex for the Term. Maintenance and repair of utility lines within
the Courts shall be the sole responsibility of NRCA. Utilities services maintenance shall
occur between 7:00 a.m. and 6:00 p.m. on non -holiday weekdays. NRCA shall provide
City with not less than thirty (30) calendar days' prior written notice before commencing
any work that may occur during regular hours of operation, or would impact City's regular
use of City Courts.
9. REDEVELOPMENT OF NRCA PROPERTY
NRCA shall provide City with a minimum of six (6) months' prior written notice for
any plans to redesign, redevelop or otherwise substantially modify any portion of the
NRCA Property near or surrounding the Pickleball Courts Complex ("NRCA
Redevelopment"). If, in the City's sole determination, the NRCA Redevelopment will
interfere with the City's ability to occupy or use all or a portion of the City Courts, then
NRCA shall modify the NRCA Redevelopment to City's satisfaction, which City shall not
unreasonably withhold. If the Parties are unable to mutually agree upon changes to the
NRCA Redevelopment, then City may, at its sole discretion, terminate this Lease and
NRCA shall reimburse City in accordance with Section 19 of this Lease.
10. EASEMENTS
Subject to applicable provisions of law, it is understood that all rights granted under
this Lease are subject to easements, rights -of -way, and similar burdens, if any, now
existing or heretofore granted by NRCA or its predecessors, in, to, over, or under the
NRCA Property for any purpose.
11. TRANSFER OR SALE OF PROPERTY
11.1 Assignment bV NRCA. The provisions of this Lease shall run with the land
and be binding upon and inure to the benefit of the Parties, their legal representatives,
successors, and assigns (collectively "successors"). NRCA may, after providing City with
one hundred twenty (120) calendar days prior written notification, assign its rights and
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 9
obligations under this Lease to another homeowners' association established by the
owners of the lands comprising the NRCA Property, provided said association meets any
and all qualifications as required by law to be a legally recognized homeowner's
association. Any proposed successors shall fully and unconditionally assume the
covenants, provisions and obligations, including all maintenance and repair, of NRCA
herein including, without limitation, the indemnification obligations. Such assignment shall
be by written assignment executed by NRCA. Upon assignment, NRCA shall have no
further liability under this Lease to the extent first arising from and after the effective date
of the assignment. Any proposed assignment to any other shall require prior written
approval of the City, which City may, in its sole discretion, withhold for any reason or no
reason at all.
11.2 Change in Management. NRCA shall promptly notify City of any change in
management of the NRCA Property, with a minimum of forty-five (45) calendar days' prior
written notice to City of such intended assignment. Any assignment or transfer made
without City's prior written consent or not otherwise strictly permitted under this Section
shall be null and void.
11.3 Purchase Option. NRCA shall, in good faith and upon the same material
terms as would be offered to other private Parties, grant City a continuing First Right of
Refusal (FROR) to purchase, should NRCA elect to transfer the Pickleball Courts
Complex. For purposes of this Lease, "transfer" and similar terms mean and include,
without limitation, a sale or other transfer of all or any part of the Pickleball Courts
Complex, or interest therein, either alone, or as part of a larger sale, provided, however,
that "transfer" shall not include the granting of a license, an easement or similar right on
all or a portion of the Pickleball Courts Complex that would not materially interfere, disrupt,
or frustrate City's contemplated use pursuant to this Lease.
11.4 Assignment by City. City shall not assign this Lease or any right acquired
hereunder without the prior written consent of NRCA. Any assignment without the prior
written consent of NRCA is null and void.
12. ENVIRONMENTAL MATTERS AND HAZARDOUS MATERIALS
12.1 Environmental Law. "Environmental Law" shall include all federal, state,
and local environmental, health, and safety laws, statutes, ordinances, regulations, rules,
judgments, orders, and notice requirements, which were in effect as of the date of closing,
which regulate or relate to (a) the protection or clean-up of the environment; (b) the use,
treatment, storage, transportation, handling or disposal of hazardous, toxic or otherwise
dangerous substances, wastes or materials; (c) the quality of the air and the discharge of
airborne wastes, gases, particles, or other emissions; (d) the preservation or protection
of waterways, groundwater, or drinking water; (e) the health and safety of persons or
property; or (f) impose liability with respect to any of the foregoing, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (CERCLA) [42 USC section 9601 et seq.]; the Resource Conservation and
Recovery Act of 1976 (RCRA) [42 USC section 6901 et seq.]; the Clean Water Act, also
known as the Federal Water Pollution Control Act (FWPCA) [33 USC section 1251 et
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 10
seq.]; the Toxic Substances Control Act (TSCA) [15 USC section 2601 et seq.]; the
Hazardous Materials Transportation Act (HMTA) [49 USC section 1801 et seq.]; the
Insecticide, Fungicide, Rodenticide Act [7 USC section 136 et seq], the Superfund
Amendments and Reauthorization Act [42 USC section 6901 et seq.]; the Clean Air Act
[42 USC section 7401 et seq]; the Safe Drinking Water Act [42 USC section 300f et seq.],
the Solid Waste Disposal Act [42 USC section 6901 et seq.]; the Surface Mining Control
and Reclamation Act [30 USC section 1201 et seq.]; the Emergency Planning and
Community Right to Know Act [42 USC section 11001 et seq.]; the Occupational Safety
and Health Act [29 USC sections 655 and 657]; the California Underground Storage of
Hazardous Substances Act [California Health and Safety Code section 25280 et seq];
the California Hazardous Substances Account Act [California Health and Safety Code
section 25300 et seq]; the California Hazardous Waste Control Act [California Health and
Safety Code section 25100 et seq]; the California Safe Drinking Water and Toxic
Enforcement Act [California Health and Safety Code section 24249.5 et seq.]; the Porter -
Cologne Water Quality Act [California Water Code section 13000 et seq.] together with
any amendments of or regulations promulgated under the statutes cited above.
12.2 Hazardous Materials. "Hazardous Materials" shall include any substance
which falls within the definition of hazardous substance, hazardous waste, hazardous
material, toxic substance, solid waste, or pollutant or contaminant, under any
Environmental Law.
12.3 Hazardous Materials Indemnification.
12.3.1 City shall defend, indemnify and hold harmless NRCA, its officers,
directors, employees, agents and representatives from and against
any and all legal or administrative proceedings, claims, reasonable
attorneys' fees and costs, expenses, penalties, actual damages,
including indemnity claims, in any way related to (a) the use, release,
generation, storage or disposal of Hazardous Materials in, on or
around City Courts by City or any agent of City, (b) City's compliance
or non-compliance with any federal, state or local environmental law,
ordinance, rule or regulation, (c) the removal, clean-up,
encapsulation, detoxification or any other action taken by City or any
agent of City, directly or indirectly arising out of the presence of
Hazardous Materials in, on or around the City Courts. If the storage,
use and disposal of Hazardous Materials in, on or around City
Courts is caused by City or any agent of City and results in
contamination or deterioration of water or soil resulting in a level of
contamination greater than maximum allowable levels established by
any governmental agency having jurisdiction over such
contamination, City shall promptly take any and all action required by
such agency to investigate and clean-up such contamination.
12.3.2 NRCA shall defend, indemnify, and hold harmless City, its City
Council, officers, employees, agents and representatives from and
against any and all legal or administrative proceedings, claims,
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 11
reasonable attorney fees and costs, expenses, penalties, actual
damages, including indemnity claims, in any way related to (a) the
use, release, generation, storage or disposal of Hazardous Materials
in, on or around NRCA Courts by NRCA or any agent of NRCA; (b)
NRCA's compliance or non-compliance with any federal, state or
local environmental law, ordinance, rule or regulation, (c) the
removal, clean-up, encapsulation, detoxification or any other action
taken by NRCA or any agent of NRCA, directly or indirectly arising
out of the presence of Hazardous Materials in, on or around NRCA
Courts. If the previous, current and future storage, use and disposal
of Hazardous Materials in, on or around the Courts is caused by the
NRCA or any agent of NRCA and results in contamination or
deterioration of water or soil resulting in a level of contamination
greater than maximum allowable levels established by any
governmental agency having jurisdiction over such contamination,
NRCA shall promptly take any and all action required by such agency
to investigate and clean-up such contamination.
12.4 City's Obligations. City will not use, occupy, or permit any portion of the
City Courts to be used or occupied in violation of any Environmental Law or to store any
Hazardous Material.
13. TAXES, LICENSES AND OTHER OBLIGATIONS
13.1 Payment of Taxes. NRCA shall pay directly to the appropriate taxing
authorities all taxes applicable to this Lease, improvements, NRCA's Property, and the
Pickleball Courts Complex, that are levied or assessed against NRCA during the Term.
NRCA shall pay, before delinquency, all taxes, assessments, license fees and other
charges ("Taxes") that are levied or assessed against NRCA's interest in the Pickleball
Courts Complex or any personal property installed on the Pickleball Courts Complex.
13.2 Challenge to Taxes. NRCA shall have the right in good faith, at its sole cost
and expense, to contest the amount or legality of any Taxes on or attributable to this
Lease, the Pickleball Courts Complex, NRCA's personal property, or NRCA's occupation
and use of the Pickleball Courts Complex, including the right to apply for reduction. If
NRCA seeks a reduction or contests such taxes, NRCA's failure to pay the taxes shall
not constitute a default as long as NRCA complies with the provisions of this Section.
City shall not be required to join in any proceeding or contest brought by NRCA unless
the provisions of any law require that the proceeding or contest be brought by or in the
name of City or any owner of the Pickleball Courts Complex. In that case, City shall join
in the proceeding or contest or permit it to be brought in City's name as long as City is not
required to bear any cost. If requested by NRCA, City shall execute any instrument or
document necessary or advisable in connection with the proceeding or contest. NRCA,
on final determination of the proceeding or contest, shall immediately pay or discharge
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 12
any decision or judgment rendered, together with all related costs, charges, interest and
penalties.
14. INDEMNITY AND EXCULPATION
14.1 NRCA Hold Harmless. NRCA agrees to indemnify, defend and hold
harmless City, its City Council, boards, commissions, committees, officers, agents,
volunteers, and employees (collectively, "City 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 kind and nature whatsoever
(individually, a "Claim;" collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to the occupation or use of any part of NRCA Courts by
NRCA, its residents, guests, employees, contractors, subcontractors, agents, invitees, or
volunteers (collectively, "NRCA Parties"), including without limitation any claim, liability,
loss or damage arising by reason of:
14.1.1 The death or injury of any person or damage to personal property
caused or allegedly caused by the condition of the NRCA Courts or
an act or omission of the NRCA Parties;
14.1.2 Any work performed on the Courts or materials furnished to the
NRCA Courts, at the request of the NRCA Parties; and
14.1.3 NRCA's failure to perform any provision of this Lease or to comply
with any requirement of law or any requirement imposed on the
NRCA Courts by any duly authorized governmental agency or
political subdivision.
14.1.4 NRCA's challenge or contest of Taxes under Section 13.
NRCA's indemnity obligations herein shall not extend to any Claim arising from or in any
manner relating to the sole gross negligence, willful misconduct or unlawful or fraudulent
conduct on the part of City Indemnified Parties. The indemnity obligations herein shall
survive the termination of this Lease.
14.2 City Hold Harmless. City agrees to indemnify, defend and hold harmless
NRCA, its board, committees, officers, agents, volunteers, and employees (collectively,
"NRCA Indemnified Parties") from and against any and all Claims, which may arise from
or in any manner related (directly or indirectly) to the occupation or use of any part of City
Courts by City, its residents, guests, employees, contractors, subcontractors, agents,
invitees, or volunteers (collectively, "City Parties"), including without limitation any claim,
liability, loss or damage arising by reason of:
14.2.1 The death or injury of any person or damage to personal property
caused or allegedly caused by the condition of City Courts or an
act or omission of City Parties;
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 13
14.2.2 Any work performed on the Courts or materials furnished to City
Courts, at the request of City Parties, and
14.2.3 City's failure to perform any provision of this Lease.
City's indemnity obligations herein shall not extend to any Claim arising from or in any
manner relating to the sole gross negligence, willful misconduct or unlawful or fraudulent
conduct on the part of NRCA Indemnified Parties. The indemnity obligations herein shall
survive the termination of this Lease.
14.3 Not Limited by Insurance. NRCA's indemnity obligations herein shall not be
contingent upon or limited by the availability of any insurance policies.
15. NO DAMAGES
Each Party acknowledges that it would not enter into this Lease if it were to be
liable for consequential damages, lost profits, loss of rents or other revenues, loss of
business opportunity, loss of goodwill or loss of use (collectively herein "Damages")
under, or relating to, this Lease or any of the matters referred to in this Lease, including,
without limitation, any and all plans, permits, licenses or regulatory approvals, CEQA
documents, or any future amendments or enactments thereto related to the Courts
(collectively herein "Lease Matters"). Accordingly, each Party covenants and agrees on
behalf of itself and its successors and assigns, not to sue the other party for Damages.
16. INSURANCE
NRCA shall maintain insurance in the types and amounts specified in Exhibit "E,"
attached hereto and incorporated herein by this reference.
17. CONDEMNATION OF THE NRCA PROPERTY
If the use or possession of the entire NRCA Property or any material portion thereof
shall be taken in condemnation proceedings, then City may terminate this Lease by giving
written notice to NRCA within thirty (30) calendar days after the date of such taking.
18. TERMINATION, DEFAULT AND REMEDIES
18.1 Default; Termination. A Party's failure to perform any of the terms,
conditions or covenants of this Lease or failure to perform such obligations within thirty
(30) calendar days after written notice from the other Party shall constitute a default and
material breach of this Lease. If the nature of an obligation is such that more than thirty
(30) calendar days are reasonably required for performance, then a Party shall not be in
default and breach if it provides the other Party with a written plan to cure and commences
performance to cure within such thirty (30) calendar day period and thereafter diligently
prosecutes the same to completion. Upon a Party's default and breach, the other Party
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 14
may terminate the Lease with thirty (30) calendar days' written notice to the defaulting
Party.
18.2 Stay of Obligations. Neither Party hereto shall be under any obligation to
perform or comply with its obligations pursuant to this Lease after the date of any default
by the other Party.
18.3 Waiver of Rights. The failure or delay of either Party hereto to exercise any
right or remedy shall not be construed as a waiver of such right or remedy or any default
by the other Party.
18.4 Waiver of Right of Redemption. City waives any right of redemption or relief
from forfeiture pursuant to California Code of Civil Procedure Sections 1174 and 1179
and pursuant to any existing or future statutory or decisional law in the event City is
evicted or NRCA takes possession of the City Courts by reason of any default by City.
18.5 Construction Milestones. If construction of the Pickleball Courts Complex
does not commence on or before December 31, 2023, or if construction is not completed
by December 31, 2024, NRCA may terminate this Lease by providing written notice to
City of such termination, and neither Party shall have any further obligations hereunder.
19. REIMBURSEMENT UPON TERMINATION OF LEASE
Should this Lease terminate for any reason during the Initial Term, NRCA shall
reimburse City for City's total costs and expenses incurred to date related to the design,
implementation and management, installation and construction of the Pickleball Courts
Complex. However, after the Commencement Date, the amount of NRCA's obligated
reimbursement for City's costs shall be adjusted annually to reflect depreciation of the
improvements based on an amortization schedule from the Commencement Date. The
amortization period shall be thirty (30) years less the construction period, which shall be
from the Effective Date until the Commencement Date. City shall have the right to change
the amortization schedule subject to the terms of any grant funding that City receives for
the construction of the Courts.
20. SURRENDER OF POSSESSION UPON EXPIRATION OR TERMINATION
Upon the expiration or lawful termination of this Lease, the Pickleball Courts
Complex shall remain on the NRCA Property, and City agrees to peaceably deliver
possession of, and agrees to vacate without contest, legal or otherwise, the City Courts
and Outer Improvements. NRCA, at its sole discretion, with the City's cooperation, may
record a document evidencing the expiration or termination of the leasehold interest.
21. NOTICE
All notices pursuant to this Lease shall be deemed given when personally delivered
or deposited in the United States mail, first class postage prepaid, and addressed as
follows:
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 15
NRCA: NRCA
c/o First Service Residential
Attention: Lisa Barrett, Senior Community Manager
15241 Laguna Canyon Road
Irvine, CA 92618
City: City of Newport Beach
Attention: Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
22. STANDARD CONDITIONS
22.1 Successors in Interest. This Lease shall be binding upon the successors of
both Parties.
22.2 Compliance with all Laws. The Parties shall at their 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.
22.3 Waiver. A waiver by either Party hereto 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.
22.4 Integrated Contract. This Lease 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.
22.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Lease and any other attachments attached hereto, the terms
of this Lease shall govern.
22.6 Interpretation. The terms of this Lease shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either
Party hereto by reason of the authorship of the Lease or any other rule of construction
which might otherwise apply.
22.7 Severability. If any term or portion of this Lease is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Lease shall continue in full force and effect.
22.8 Controlling Law and Venue. The laws of the State of California shall govern
this Lease and all matters relating to it and any action brought relating to this Lease shall
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 16
be adjudicated in a court of competent jurisdiction in the County of Orange, State of
California.
22.9 No Attorney's Fees. In the event of any dispute or legal action arising under
this Lease between the Parties, the prevailing Party to such dispute or legal action shall
not be entitled to attorney's fees.
22.10 Counterparts. This Lease maybe 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.
Lease.
22.11 Time of Essence. Time is expressly declared to be of the essence in this
[SIGNATURES ON NEXT PAGE]
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 17
IN WITNESS WHEREOF, we have executed this Lease as of the day and year
written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 3-29-2? _.
B
ro4C-a r
City Attorne
ATTEST: �� Aalz
Date: I ,
il%
%11�,. �i!l
Leilani : • T 1
City Clerk
r� PO
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: & / 14 Pvz, Z
By:
Gr .'Leung
C Manager
NRCA: NEWPORT RIDGE COMMUNITY
ASSOCIATION, a California nonprofit
mutual benefit corporation
Date:
Signed in Counterpart
By:
Signe Keller
President
Date:
Signed in Counterpart
Jamie Gruwell
Treasurer
[END OF SIGNATURES]
Attachments: Exhibit A:
Depiction of NRCA Property
Exhibit B:
Depiction of City Property
Exhibit C:
Draft Depiction of Pickleball Courts Complex
Exhibit D:
[Reserved]
Exhibit E:
Insurance
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 18
IN WITNESS WHEREOF, we have executed this Lease as of the day and year
written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 3- 2-? rZ2
By: Je�-
a n C. H
ity Attor y
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Grace K. Leung
City Manager
NRCA: NEWPORT RIDGE COMMUNITY
ASSOCIATION, a California nonprofit
mutual benefit corporation
Date:
By: 4-'4�
Signe Kell
President
Date: (Po zZ
By: y:
Jar ruwell
T�sGrer
[END OF SIGNATURES]
Attachments: Exhibit A:
Depiction of NRCA Property
Exhibit B:
Depiction of City Property
Exhibit C:
Draft Depiction of Pickleball Courts Complex
Exhibit D:
[Reserved]
Exhibit E:
Insurance
NEWPORT RIDGE COMMUNITY ASSOCIATION Page 18
Exhibit "A"
Depiction of NRCA Property
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit A-1
EXHIBIT "A"
DEPICTION OF NRCA PROPERTY
EXHIBIT A-1
Exhibit "B"
Depiction of City Property
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit B-1
EXHIBIT "B"
DEPICTION OF CITY PROPERTY
EXHIBIT B-1
Exhibit "C"
Draft Depiction of Pickleball Courts Complex
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit C-1
EXHIBIT "C" DRAFT DEPICTION OF COMPLEX
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THE CITY OF NEWPORT BEACH PICKLEBALL COURTS
NEWPORT BEACH, CALIFORNIA NTS
Exhibit "D"
[RESERVED]
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit D-1
Exhibit "E"
Insurance
1. Provision of Insurance. Without limiting NRCA's indemnification of City, and prior
to commencement of any installation of the Courts (the "Pickleball Courts
Complex"), NRCA shall obtain, provide and maintain at its own expense during the
term of this Lease, policies of insurance of the type and amounts described below
and in a form satisfactory to City. NRCA agrees to provide insurance in accordance
with requirements set forth here. If NRCA uses existing coverage to comply and
that coverage does not meet these requirements, NRCA 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. NRCA shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each employee
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. In addition, NRCA shall require each subcontractor to similarly maintain
Workers' Compensation Insurance and Employer's Liability Insurance in
accordance with California law for all of the subcontractor's employees. The
insurer issuing the Workers' Compensation insurance shall amend its policy by
endorsement to waive all rights of subrogation against City, its elected or
appointed officers, agents, officials, employees, and volunteers. NRCA shall
submit to City, along with the certificate of insurance, a Waiver of Subrogation
endorsement in favor of City, its elected or appointed officers, agents, officials,
employees, and volunteers.
B. General Liability Insurance. NRCA 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 and two million dollars
($2,000,000) completed operations aggregate. The policy shall cover liability
arising from premises, operations, products -completed operations, personal
and advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit E-1
C. Automobile Liability Insurance. NRCA 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 NRCA arising out of or in
connection with the Project to be performed under this Contract, 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 for each
accident.
D. Builder's Risk Insurance. For Contracts with property exposures during
construction, NRCA shall maintain Builders Risk insurance or an installation
floater as directed by City, covering damages to the Project for "all risk" or
special causes of loss form with limits equal to 100% of the completed value of
contract, with coverage to continue until final acceptance of the Project by City.
At the discretion of City, the requirement for such coverage may include
additional protection for Earthquake and/or Flood. City shall be included as an
insured on such policy, and NRCA shall provide City with a copy of the policy.
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 Lease shall be endorsed to waive subrogation against City, its
elected or appointed officers, agents, officials, employees, and volunteers, or
shall specifically allow NRCA or others providing insurance evidence in
compliance with these requirements to waive their right of recovery prior to a
loss. NRCA hereby waives its own right of recovery against City, and shall
require similar written express waivers and insurance clauses from each of its
subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability, and
automobile liability, if required, shall provide or be endorsed to provide that City,
its elected or appointed officers, agents, officials, employees, volunteers shall
be included as additional insureds under such policies.
C. Primary and Non -Contributory. NRCA's insurance coverage shall be primary
insurance and/or the primary source of recovery with respect to City, its elected
or appointed officers, agents, officials, employees, and volunteers. Any
insurance or self-insurance maintained by City shall be excess of NRCA's
insurance and shall not contribute with it.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days' notice of cancellation or nonrenewal of coverage (except for nonpayment
for which ten (10) calendar days' notice is required) for each required coverage
except Builders Risk Insurance, which shall contain an endorsement with said
required notices.
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit E-2
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. NRCA 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
endorsements must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be kept
on file with City at all times during the term of this Lease. The certificates and
endorsements for each insurance policy shall be signed by a person authorized
by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to
the expiration of any such policy, evidence of insurance showing that such
insurance coverage has been renewed or extended shall be filed with the City.
If such coverage is cancelled or reduced, NRCA shall, within ten (10) days after
receipt of written notice of such cancellation or reduction of coverage, file with
the City evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
B. City's Right to Revise Requirements. The City reserves the right at any time
during the term of the Lease to change the amounts and types of insurance
required by giving NRCA ninety (90) calendar days advance written notice of
such change.
C. Right to Review Subcontracts. NRCA agrees that upon request, all agreements
with subcontractors or others with whom NRCA enters into contracts with on
behalf of City will be submitted to City for review. Failure of City to request
copies of such agreements will not impose any liability on City, or its
employees. NRCA shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and NRCA shall ensure
that City is an additional insured on insurance required from subcontractors.
For CGL coverage, subcontractors shall provide coverage with a format at least
as broad as CG 20 38 04 13.
D. Enforcement of Contract Provisions. NRCA acknowledges and agrees that any
actual or alleged failure on the part of City to inform NRCA of non-compliance
with any requirement imposes no additional obligations on City nor does it
waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Exhibit 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
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit E-3
waiver of any type. If the NRCA maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for higher
limits maintained by the NRCA. Any available proceeds in excess of specified
minimum limits of insurance and coverage shall be available to the City.
F. Self -Insured Retentions. NRCA agrees not to self -insure or to use any self -
insured retentions on any portion of the insurance required herein and further
agrees that it will not allow any indemnifying party to self -insure its obligations
to City. If NRCA's existing coverage includes a self -insured retention, the self -
insured retention must be declared to City. City may review options with NRCA,
which may include reduction or elimination of the self -insured retention,
substitution of other coverage, or other solutions. NRCA agrees to be
responsible for payment of any deductibles on their policies.
G. City Remedies for Non -Compliance. If NRCA or any of its subcontractors fails
to provide and maintain insurance as required herein, then City shall have the
right but not the obligation, to purchase such insurance, or to suspend NRCA's
right to proceed until proper evidence of insurance is provided.
H. Timely Notice of Claims. NRCA shall give City prompt and timely notice of
claims made or suits instituted that arise out of or result from NRCA's
performance under this Lease, 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.
I. Coverage not Limited. All insurance coverage and limits provided by NRCA and
available or applicable to this Lease are intended to apply to the full extent of
the policies. Nothing contained in this Lease or any other agreement relating to
City or its operations limits the application of such insurance coverage.
J. Coverage Renewal. NRCA will renew the coverage required here annually as
long as NRCA continues to provide any work under this Lease. NRCA shall
provide proof that policies of insurance required herein expiring during the term
of this Lease have been renewed or replaced with other policies providing at
least the same coverage. Proof that such coverage has been ordered shall be
submitted prior to expiration. A coverage binder or letter from NRCA's
insurance agent to this effect is acceptable. A certificate of insurance and/or
additional insured endorsement as required in these specifications applicable
to the renewing or new coverage must be provided to City with five (5) calendar
days of the expiration of the coverages.
K. Maintenance of General Liability Coverage. NRCA agrees to maintain
commercial general liability coverage for a period of ten (10) years after
termination of the Lease.
NEWPORT RIDGE COMMUNITY ASSOCIATION Exhibit E-4
Mulvey, Jennifer
Subject: FW: Full Execution of Newport Ridge Pickleball Courts Lease Agreement?
From: Mullinax, Carrera <cmullinax@newportbeachca.gov>
Sent: November 02, 2022 8:59 AM
To: Mulvey, Jennifer <JMuIvey@newportbeachca.gov>
Cc: Wooding, Lauren <LWooding@newportbeachca.gov>
Subject: RE: Full Execution of Newport Ridge Pickleball Courts Lease Agreement?
Morning Jenn!
Please see the image below for Ebix compliance — thank you!
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