0150-09940-0000TRANSMITTAL

TO DATE COUNCIL FILE NO.

The Council APR 18 2013

FROM COUNCIL DISTRICT

The Mayor 4

Agreement Between the City and the Los Angeles Parks Foundation for a Gift ofImprovements and Maintenance Services at the Franklin Canyon Orange Grove

Transmitted for your consideration. See theCity Administrative Officer report attached.

,

At-~MMR

MAS:LGC:08130118t

CA0649·d

REPORT FROM

OFFICE OF THE CITY ADMINISTRATIVE OFFICER

Date: April 18, 2013

From:

CAO File No. 0150-09940-0000CouncilFile No.CouncilDistrict: 4

The Mayor ..

Miguel A. Santana, City Administrative Offi~ c:: 51 --Letter to the Mayor from the Board of Recreation and Parks Commissioners datedFebruary 25, 2013; referred by the Mayor on February 25, 2013

To:

Reference:

Subject: AGREEMENT BETWEEN THE CITY AND THE LOS ANGELES PARKSFOUNDATION FOR A GIFT OF IMPROVEMENTS AND MAINTENANCESERVICES AT THE FRANKLIN CANYON ORANGE GROVE

SUMMARY

At its meeting of February 20, 2013, the Board of Recreation and Park Commissioners (Board)approved the Agreement between the Department of Recreation and Parks (Department) and theLos Angeles Parks Foundation (LAPF) for the performance of improvements and maintenanceservices at the Franklin Canyon Orange Grove (Premises) valued at approximately $106,345 fora period of ten (10) years with an option to renew for an additional ten (10) years. At theDepartment's request, the Agreement has been ratified prior to its execution because of the needto commence services.

The LAPF secured funding in the amount of $106,345 from the David Bohnett Foundation (DBF)for the proposed improvements and maintenance of the Premises. Improvements, valued atapproximately $46,345 in goods and services, include the replacement of thirty-one (31) orangetrees that have died, upgrades to the irrigation system, pruning of all existing trees, new fencingand gate, mulching of tree wells, and placement of park signs. These improvements shall beconstructed pursuant to the terms and conditions of the Agreement and specifications approvedby the Department. Future improvements may also be proposed, subject to the acceptance of theBoard. Maintenance and/or repair services, valued at approximately $6,000 per calendar year forten (10) years, amounting to a total of $60,000 shall include pruning and providing necessarycare for trees, evaluating and performing required maintenance and repairs on the irrigationsystem, picking up and disposing of trash and debris, preventing any matter from accumulationthat is clearly visible to public view, and repairing any damages caused by LAPF's operations orby vandalism.

The proposed contract includes a ratification clause because at the request of the Department,LAPF began to provide services at the site prior to the approval and execution of the proposedcontract. The Department accepts that any service received from LAPF shall be subject to all the

6~ :8 I,JV 61 ~dV £IOl

CAO FileNo. PAGE0150-09940-0000 2

terms and conditions of the Agreement.

The LAPF shall secure all necessary environmental clearances, permits, or authorizations andprovide all the necessary staff, materials, supplies, equipment and funds necessary to performthe improvements, maintenance and/or repairs described in the Agreement. LAPF shall be thelead agency with any construction activities related to the improvements. However, any changesto the specifications of the improvements shall be jointly approved by the Department and LAPF.All maintenance and/or repair shall be performed to the reasonable satisfaction of the City and inconsultation with the City's designated representative, the City's written request and/orinstruction.

This Agreement entitles LAPF to eight (8) non-consecutive days of exclusive use of the Premises(Donor Use Days) per year for special events during the term of the Agreement. During theDonor Use Days, LAPF or any third party group arranged by LAPF, may access the Premises forthe purpose of food harvesting at appropriate times of the year. Harvested food cannot be soldand can only be given away to food banks that serve the needy at no cost to the recipients.

Hazardous materials, as defined in the Agreement, shall not be permitted or caused by LAPF tobe brought upon, kept or used in or about the Premises, without the prior written consent of theDepartment's General Manager. If LAPF breaches their obligations regarding hazardousmaterials which results in the contamination of the Premises, then LAPF shall indemnify the Cityand hold the City harmless, and defend the City from all claims, judgments, damages, penalties,fines, costs, liabilities or losses which arise during or after the term of the Agreement as a resultof the contamination. However, the City may also become legally liable for other costs ofcomplying with laws relating to hazardous materials that are not the legal responsibility of LAPF.

In accordance with the requirements of the California Environmental Quality Act (CEQA), RAPdetermined that the proposed project would consist of minor alterations to the land to replacedead and diseased orange trees along with other landscaping improvements for park andcommunity agricultural purposes. Therefore, the project is Categorically Exempt from CEQA,pursuant to Article III, Section 1(d), Class 4(3,7) and Class 25 of the City CEQA Guidelines.

In accordance with Los Angeles Administrative Code Section 10.5, Council approval of theproposed agreement is required because the term exceeds three years.

RECOMMENDATION

That the Council approve and authorize the President and Secretary of the Board of Recreationand Park Commissioners to execute the proposed agreement between the City and the LosAngeles Parks Foundation for the improvements and maintenance of the Franklin ReservoirOrange Grove valued at approximately $106,345 for a period of ten (10) years subject to theapproval of the City Attorney as to form.

CAO File No,

0150-09940-0000PAGE

3

FISCAL IMPACT STATEMENT

The Los Angeles Parks Foundation through a donation from the David Bohnett Foundation shallprovide improvements and maintenance services with an approximate value of $106,345 at theFranklin Canyon Orange Grove, There is no known impact on the General Fund, To the extentapplicable, the recommendation above complies with the City Financial policies in that on-goingrevenue will be used to meet on-going expenditures,

MAS:LGC:08130118

Attachments

BOARD OF RECREATION ANDPARK COMMISSIONERS

CITY OF Los ANGELESCALIFORNIA

BARRY A SANDERSPRE~IDENT

DEPARTMENT OFRECREATION AND PARKS

221 N. FIGUEROA STREETSUITE 1510

LOS ANGELES, CA 90012

(213) 202-2640FAX: (213) 202-2610

W. JEROME STANLEYJILL T. WERNER

JOHNA THAN WILLIAMS

JON KIRK MUKRIGENERAL MANAGER

ANTONIO R. VILLARAIGOSAMAYOR

February 25, 2013

Hon. Antonio R. Villaraigosa, MayorCity of Los AngelesRoom 303, City Hall

Attention: Ms. Mandy Morales

Dear Mayor Villaraigosa:

In accordance with Executive Directive No.3, there are attachedherewith three copies of a proposed agreement with Los AngelesParks Foundation for the restoration, improvements, and maintenanceof the Franklin Canyon Orange Grove.

Also attached for the assistance of your Office in reviewing thisproposed agreement is Report No. 13-054, adopted by the Board ofRecreation and Park Commissioners at its meeting of February 20,2013. After review and recommendation by you, the proposedagreement will be submitted to the Board for final action.

If you have any questions with regard to the Proposed Agreement,please contact Joel Alvarez at (818)243-6488.

Very truly yours,

BOARD OF RECREATION ANDPARK COMMISSIONERS

rIodol1)/ J ;jl;Jfj1LATONYA D. DEAN

Commission ExecutiveAssistant

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C' \

Attachments

cc: Joel Alvarez

AN eaUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER Re<oyCl3I>!e....,.""""''''''''rocy"''''''''''Sl. @

AGREEMENTBETWEEN THE CITY OF LOS ANGELES

ANDTHE LOS ANGELES PARKS FOUNDATION,

FOR RESTORATIONS, IMPROVEMENTS, AND MAINTENANCE OFTHE FRANKLIN CANYON ORANGE GROVE

THIS AGREEMENT is entered into this day of 20__ ,("COMMENCEMENT DATE") by and between the City of Los Angeles, a municipalcorporation acting by and through its Board of Recreation and Park Commissioners("CITY") and the Los Angeles Parks Foundation, a California 501(c)(3) non-profitcorporation ("DONOR"). CITY and DONOR may be collectively referred to herein as"PARTIES".

WHEREAS, the Department of Water and Power (DWP) owns real propertyknown as the Lower Franklin Reservoir, and has approved a lease of a 9.8 acre portionof the property to the Department of Recreation and Parks ("RAP"), commonly referredto as the Franklin Canyon Orange Grove located at 1300 North Beverly Drive,Los Angeles, CA 90210 ("PREMISES") for the operation and maintenance of an orangegrove for a period of-t~Qt-years; and,

-t:~ (?o) IA€.M".>WHEREAS, CITY tlesiresuto have various improvements constructed at the

PREMISES, including replacement of thirty-one (31) orange trees that have died tobring total number of orange trees to approximately one-hundred and one (101),upgrades to the irrigation system such as individual irrigation to each tree, pruning of allexisting trees, new fencing and gate, mulching of tree wells, and the placement of two(2) traditional park signs (collectively referred to as, "IMPROVEMENTS"), pursuant tothe terms and conditions of this AGREEMENT and specifications approved by RAP("SPECIFICATIONS"); and,

WHEREAS, DONOR has secured funding in the amount of Forty-Six Thousand,Three Hundred Forty-Five Dollars ($46,345.00) through a donation awarded by theDavid Bohnett Foundation for the proposed IMPROVEMENTS at the PREMISES; and,

WHEREAS, DONOR and the David Bohnett Foundation desire to fund additionalimprovements to be constructed at the PREMISES during the ten (10) year term of thisAGREEMENT subject to prior approval of the CITY; and,

WHEREAS, CITY desires to have monthly maintenance performed at thePREMISES, consisting of the pruning of trees, evaluation of irrigation systems,performance of irrigation system repairs, and disposal of trash and debris (collectivelyreferred to as, "MAINTENANCE"), pursuant to the terms and conditions of thisAGREEMENT and SPECIFICATIONS approved by RAP; and,

WHEREAS, DONOR has secured a commitment for ongoing funding in the valueof Six Thousand Dollars ($6,000.00) per calendar year for ten (10) years, amounting toa total of Sixty Thousand Dollars ($60,000.00), through donations awarded by theDavid Bohnett Foundation to fund the proposed MAINTENANCE of the PREMISES;and,

WHEREAS, DONOR has agreed to fund the development of IMPROVEMENTSand MAINTENANCE at the PREMISES as a donation to CITY (GIFT), valued up toOne Hundred Six Thousand, Three Hundred Forty-Five Dollars ($106,345.00), and toenter into contracts for the design and construction of IMPROVEMENTS and forMAINTENANCE of the PREMISES at no cost to CITY, pursuant to SPECIFICATIONSsubmitted to and approved in writing by RAP, in accordance with the descriptions hereinand the Site Map attached hereto and incorporated herein by reference as Exhibit-A;and

WHEREAS, DONOR has agreed to construct/install IMPROVEMENTS at thePREMISES and donate the completed IMPROVEMENTS to CITY, and perform theMAINTENANCE at PREMISES for ten years, pursuant to the terms and conditions ofthis AGREEMENT; and,

WHEREAS, CITY agrees to accept this GIFT upon completion of construction,subject to RAP's performance of a subsequent post-development inspection.

NOW THEREFORE, in consideration of the foregoing and the terms andconditions set forth herein and the performance thereof, PARTIES hereby agree asfollows:

Pursuant to this AGREEMENT, DONOR hereby agrees to donate to CITY, and CITYagrees to accept such donation upon completion of the IMPROVEMENTS inaccordance with the approved SPECIFICATIONS and RAP's post-developmentinspection.

1. PARTIES:

DONOR: Los Angeles Parks Foundation11973 San Vicente Blvd.Suite 200Los Angeles, CA 90049

CITY: City of Los AngelesDepartment of Recreation and Parks221 North Figueroa Street, Suite 1510Los Angeles, CA 90012

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2. TERM AND TERMINATION:

A. . The term of this AGREEMENT ("TERM") shall commence upon theCOMMENCEMENT DATE specified above. Except for the continuingobligations of CITY set forth in this AGREEMENT, and unless otherwiseterminated pursuant to the terms and conditions contained herein, thisAGREEMENT shall expire Ten (10) years from the COMMENCEMENT DATEof this AGREEMENT. PARTIES may agree to extend this AGREEMENT foran additional Ten (10) years pursuant to prior approvals by CITY and CityAttorney. Any amendment, extension, or modification to this AGREEMENTshall be executed pursuant to prior approvals by CITY and City Attomey.

B. DONOR may terminate this AGREEMENT, in their sole discretion,immediately upon written notice to CITY, and shall not be liable to CITY forany reason for terminating this AGREEMENT if:

1. CITY uses, or authorizes use of the SPECIFICATIONS orIMPROVEMENTS in any way not authorized under this AGREEMENT;

2. Construction of IMPROVEMENTS has not begun within six (6) monthsfrom the EFFECTIVE DATE due to delays caused directly by CITY;

3. The land upon which IMPROVEMENTS is to be located is no longerleased by CITY;

4. The CITY changes the use of the IMPROVEMENTS from an orangegrove or CITY changes or restricts access to the PREMISES or chargesa fee for use of the IMPROVEMENTS;

5. In the DONOR's sole opinion, IMPROVEMENTS or the activities heldthereon, are determined to be harmful, degrading or diluting to thereputation of the DONOR, the DONOR name, or that of their funders oraffiliates;

6. DONOR, prior to the commencement of construction, is unable to obtainall funding required to pay for the completion of the IMPROVEMENTS;or

7. CITY materially breaches any term or condition of this AGREEMENT.

C. This AGREEMENT shall be terminated if either party ceases to conduct itsbusiness or shall make any involuntary assignment of either its assets or itsbusiness for the benefit of creditors; or if a trustee or receiver is appointed toadminister or conduct the party's business affairs; or, if any insolvencyproceedings are conducted against a party and are not terminated or

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dismissed within forty-five (45) days, then the other party may terminate thisAGREEMENT with immediate effect upon written notice to such party.

3. FUNDING:

Prior to the commencement of any construction activities, DONOR shall confirm toRAP in writing that all necessary funding to ensure the completion ofIMPROVEMENTS has been secured and the necessary funding for the on-goingMAINTENANCE of the PREMISES for a period of ten years has been committed.It is understood that DONOR has funding in the amount of Forty-Six Thousand,Three Hundred Forty-Five Dollars ($46,345.00) through a donation provided by theDavid Bohnett Foundation for construction of the IMPROVEMENTS. It isunderstood that DONOR has secured a commitment for funding in the amount ofSix Thousand Dollars ($6,000.00) per year for ten (10) YEARS for theMAINTENANCE of PREMISES.

4. DEVELOPMENT OF IMPROVEMENTS:

Subject to the termination and other provisions set forth in this AGREEMENT,DONOR agrees to contract with and pay all contractors and subcontractors(collectively, "CONTRACTORS") directly, as required for the design, construction,and completion of IMPROVEMENTS.

A. Design and Location:

1. IMPROVEMENTS shall be constructed on CITY leased property withinPREMISES, pursuant to specifications approved by RAP and describedherein.

2. IMPROVEMENTS shall be located within the designated area(s) ofPREMISES, as identified on the Site Map attached hereto andincorporated herein by reference as Exhibit-A, pursuant to terms andconditions of a Right-Of-Entry ("ROE") permit issued by RAP authorizingaccess to PREMISES for purposes of constructing/installingIMPROVEMENTS.

3. DONOR shall pay all costs for the design of IMPROVEMENTS, with saiddesign being subject to approval by RAP.

4. DONOR and CITY shall jOintly approve the SPECIFICATIONS for theIMPROVEMENTS.

5. DONOR agrees to obtain prior written approval from RAP for anysubsequently proposed modifications, additions, or changes to theapproved SPECIFICATIONS.

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B. Construction:

1. Prior to the commencement of any construction activities, DONOR shallobtain from RAP approval of project SPECIFICATIONS.

2. DONOR shall pay all costs for the construction of IMPROVEMENTS,pursuant to SPECIFICATIONS approved by RAP.

3. CITY shall issue a ROE permit authorizing access to the PREMISES forthe performance of the proposed IMPROVEMENTS, including ingress-egress and use of certain PREMISES areas for staging and storage.

4. DONOR shall be the lead agency with respect to construction activitiesand shall oversee the construction of IMPROVEMENTS, including thecompletion of environmental clearances and any other permits orauthorizations required by law. All costs and filing of documentsrequired for obtaining said clearances, approvals and authorizationsshall be borne by DONOR.

5. PARTIES shall jointly approve any and all change orders related to thedesign and/or construction of the IMPROVEMENTS. DONOR shallprovide CITY advanced notification and copies of all change orderrequests prior to any approvals or related action.

C. Future Improvements: Should PARTIES agree in writing to construct futureimprovements at the PREMISES during the TERM of this AGREEMENT, theconditions set forth in this AGREEMENT shall be in effect and the proposedgift presented for acceptance to the Board of Recreation and ParkCommissioners (BOARD) in accordance with standard practice for acceptingdonations.

5. MAINTENANCE AND REPAIR OF PREMISES:

During the TERM of this AGREEMENT, and subject to the terms and conditionscontained herein, DONOR, at its sole cost and expense, agrees to contract withand pay all CONTRACTORS to perform the functions of maintenance and/or repairof the IMPROVEMENTS and PREMISES as described herein.

A. DONOR accepts PREMISES in its condition at execution of thisAGREEMENT. RAP shall not have any obligation to repair, remodel, replace,and/or reconstruct any building, facility, feature, or portion of the PREMISES,nor any appliance or fixture thereon, whether installed by CITY or DONOR,and regardless of cause.

B. DONOR, in performing all required maintenance and repair of PREMISESduring the TERM of this AGREEMENT, shall provide all staff and materials,

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supplies, equipment, and funds necessary to perform appropriatemaintenance and/or repairs. All maintenance and/or repair shall beperformed to the reasonable satisfaction of CITY and in consultation withCITY's designated representative, or by CITY's written request and/orinstruction.

C. Monthly maintenance and repairs to be performed by DONOR:

1. Prune and provide necessary care for trees on PREMISES;

2. Evaluate irrigation systems and perform required maintenance andrepairs on irrigation systems;

3. Pick up and dispose of trash and debris whether by DONOR's activity oractivity of a contracted vendor;

4. Prevent arty such matter or material from being or accumulating uponsaid PREMISES such that it is clearly visible to public view.

D. DONOR shall immediately repair any damages to PREMISES which occurduring DONOR's operations, or by vandalism, or that is caused by itsrestoration, refurbishment, or maintenance of PREMISES; DONORrecognizes that any damage which remains unrepaired may constitute ahazard to public safety.

E. No offensive or dangerous materials, nor any substance constituting anunnecessary, unreasonable or material hazard detrimental to the publichealth, shall be permitted or allowed to remain on PREMISES.

F. To the extent that needed repairs are not made, DONOR waives any and allclaims against CITY for damages or indemnification as a result of the failureto make repairs.

6. HAZARDOUS MATERIALS:

CITY and DONOR agree as follows with respect to the existence or use ofHazardous Materials (as defined in Paragraph-5:e: below) on the PREMISES:

GcA. Prohibition

DONOR shall not cause or permit any Hazardous Material to be broughtupon, kept or used in or about the PREMISES by DONOR, its agents,employees, contractors or invitees in violation of law or in quantities whichwould require reporting to a governmental entity, without the prior writtenconsent of the General Manager, which consent shall not be unreasonablywithheld. If DONOR breaches the obligations stated in the preceding

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sentence, or if the presence of Hazardous Material on the PREMISES causedor permitted by DONOR results in contamination of the PREMISES, or ifcontamination of the PREMISES by Hazardous Material otherwise occurs forwhich DONOR is legally liable to CITY for damage resulting there from, thenDONOR shall indemnify, hold CITY harmless, and defend CITY (with counselreasonably acceptable to CITY) from any and all claims, judgments,damages, penalties, fines, costs, liabilities or losses (including, withoutlimitation, diminution in value of the PREMISES, damages for the loss orrestriction on use of rentable or usable space or of any amenity of thePREMISES, damages arising from any adverse impact on marketing of spaceon the PREMISES, and sums paid in settlement of claims, attorneys' fees,consultant fees and expert fees) which arise during or after the Term as aresult of such contamination. This indemnification of CITY by DONORincludes, without limitation, costs incurred in connection with any investigationof site conditions or any cleanup, remedial, removal or restoration workrequired by any federal, state or local governmental agency or politicalsubdivision because of Hazardous Material present in the soil or ground wateron or under the PREMISES. Without limiting the foregoing, if the presence ofany Hazardous Material on the PREMISES caused or permitted by DONORresults in any contamination of the PREMISES, DONOR shall promptly takeall actions at its sole expense as are necessary to return the PREMISES tothe condition existing prior to the introduction of any such Hazardous Materialto the PREMISES; provided that CITY's approval of such actions shall first beobtained, which approval shall not unreasonably be withheld so long as suchactions would not potentially have any material adverse long-term or short-term effect on the PREMISES. However, the foregoing provisions shall notprohibit DONOR from transportation to and from, and the use, storage,maintenance, and handling within the PREMISES of substances customarilyused in connection with normal office or museum use provided: a) suchsubstances shall be used and maintained only in such quantities as arereasonably necessary for the permitted use of the PREMISES set forth inSection 5. of this Lease, strictly in accordance with applicable laws and themanufacturers' instructions therefore; b) such substances shall not bedisposed of, released, or discharged at the PREMISES, and shall betransported to and from the PREMISES in compliance with all applicablelaws, and as CITY shall reasonably require; c) if any applicable law or thetrash removal contractor requires that any such SUbstances be disposed ofseparately from ordinary trash, DONOR shall make arrangements atDONOR's expense for such disposal directly with a qualified and licenseddisposal company at a lawful disposal site, and shall ensure that disposaloccurs frequently enough to prevent unnecessary storage of such substanceson or around the PREMISES; and d) any remaining such substances shall becompletely, properly, and lawfully removed from the PREMISES uponexpiration or earlier termination of this AGREEMENT.

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B. Compliance Costs

CITY and DONOR acknowledge that CITY may become legally liable for thecosts of complying with laws relating to Hazardous Material which are not theresponsibility of DONOR flufSuant te Par:agraflh17.1., including the following:(1) Hazardous Material present in the soil or groun_dwater; (2) a change inLaws which relate to Hazardous Material which make such HazardousMaterial which is present on the PREMISES as of the Effective Date, whetherknown or unknown to CITY, a violation of such new laws; (3) HazardousMaterial that migrates, flows, percolates, diffuses or in any way moves on toor under the land; (4) Hazardous Material present on or under the land as aresult of any discharge, dumping or spilling (whether accidental or otherwise)on the land by other owners of the PREMISES or their agents, employees,contractors or invitees, or by others. Accordingly, CITY and DONOR agreethat the cost of complying with laws relating to Hazardous Material on thePREMISES for which CITY may be legally liable shall be borne by CITYunless the cost of such compliance, as between CITY and DONOR, is madethe responsibility of DONOR pursuant to this AGREEMENT.

C. Hazardous Material - Definition

As used herein, the defined term "Hazardous Material" means any chemical,substance, material, or waste or component thereof the presence of whichrequires investigation or remediation under any federal, state, or local statute,regulation, ordinance, order, action, policy, or common law, or which is now orhereafter listed, defined, or regulated as a flammable explosive, radioactivematerial, hazardous or toxic chemical, substance, material or waste orcomponent thereof (whether injurious by themselves or in conjunction withother materials) by any federal, state, or local governing or regulatory bodyhaving jurisdiction, or which would trigger any employee or community "right-to-know" requirements adopted by such body, or for which any such body hasadopted any requirements for the preparation or distribution of a materialsafety data sheet. "Hazardous Material" includes, without limitation, anymaterial or substance which is: a) defined as a "hazardous waste," "extremelyhazardous waste" or "restricted hazardous waste" under Sections 25115,25117 or 25122.7, or listed pursuant to Section 25140, of the CaliforniaHealth and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste ControlLaw); b) defined as a "hazardous substance" under Section 25316 of theCalifornia Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health andSafety Code Section 25300, et seq.); c) defined as a "hazardous material,""hazardous substance," or "hazardous waste" under Section 25501 of theCalifornia Health and Safety Code, Division 20, Chapter 6.95 (HazardousMaterials Release Response Plans and Inventory, California Health andSafety Code Section 25500, et seq.); d) defined as a "hazardous substance"under Section 25281 of the California Health and Safety Code, Division 20,

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Chapter 6.7 (Underground Storage of Hazardous Substances, CaliforniaHealth and Safety Code Section 25280, et seq.); e) petroleum; f) asbestos;g) defined as a "hazardous constituent," "hazardous material," "hazardouswaste," or "toxic waste" under Article 2 of Chapter 10 (Section 66260.10) ordefined as a "hazardous waste" under Article 1 of Chapter 11 (Section66261.3) of Title 22 of the California Code of Regulations, Division 4.5(Environmental Health Standards for the Management of Hazardous Waste,22 C.C.R. Section 66001, et seq.); h) designated as a "hazardous substance"pursuant to Section 311 (33 U.S.C. § 1321) of the Clean Water Act of 1977,as amended (Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq.);i) defined as a "hazardous waste" pursuant to Section 1004 (42 U.S.C. §6903) of the Federal Resource Conservation and Recovery. Act of 1976, asamended (RCRA, 42 U.S.C. § 6901, et seq.); j) defined as a "hazardoussubstance" pursuant to Section 101 (42 U.S.C. § 9601) of the ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980, asamended (CERCLA, 42 U.S.C. § 9601, et seq.); or k) defined as "hazardousmaterial" under Section 103 (49 U.S.C. § 1802) of the Hazardous MaterialsTransportation Act (49 U.S.C. § 1801, et seq.), as such laws may beamended from time to time, and the regulations adopted and publicationspromulgated pursuant to such laws.

D. Disposal of Hazardous Material

If DONOR disposes of any soil, material or groundwater contaminated withhazardous material, DONOR shall provide CITY copies of all recordsincluding a copy of each uniform hazardous waste manifest indicating thequantity and type of material being disposed of, the method of transportationof the material to the disposal site and the location of the disposal site.Except where presence of Hazardous Material predated this ~>-CITYshall not appear on any manifest document as a generator of such materialdisposed of by DONOR.

~~ <CeVVlGvrrHazardous Material TestsE.

Any tests required of DONOR by this Article shall be performed by a State ofCalifornia Department of Health Services certified testing laboratorysatisfactory to CITY. By signing this AGREEMENT, DONOR herebyirrevocably directs any such laboratory to provide CITY, upon written requestfrom CITY, copies of all of its reports, test results, and data gathered.As used in this Article, the term "DONOR" includes agents, employees,contractors, subcontractors, and/or invitees of DONOR.

F. Notice of Hazardous Substances

California Health and Safety Code section 25359.7(a) requires any owner ofnonresidential real property who knows, or has reasonable cause to believe,

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that any release of hazardous substance has come to be located on orbeneath that real property to, prior to the lease or rental of that real propertyor when the presence of such release is actually known, give written notice ofthat condition to the lessee or renter. California Health and Safety Codesection 25359.7(b) requires any tenant of real property who knows, or hasreasonable cause to believe, that any release of a hazardous substance hascome to be located on or beneath that real property to give written notice ofsuch condition to the owners. DONOR and CITY shall comply with therequirements of section 25359.7 and any successor statute thereto and withall other statutes, laws, ordinances, rules, regulations and orders ofgovernmental authorities with respect to hazardous substances.

7. POST CONSTRUCTION:

A. Upon completion of construction, RAP shall conduct a Post-DevelopmentInspection to ensure that IMPROVEMENTS have been developed pursuantto approved SPECIFICATIONS and in compliance with the terms andconditions of this AGREEMENT.

B. It is understood by PARTIES that DONOR shall have access to thePREMISES to perform monthly maintenance.

C. It is understood by PARTIES that the IMPROVEMENTS shall not generallybe accessible to the members of the public.

D. It is also understood by PARTIES that PREMISES shall be opened to variousnon-profit groups, determined by DONOR, for the purpose of harvestingoranges from trees and donating fruit to selected food banks.

8. ACCESS TO PREMISES:

A. DONOR, and their agents, representatives, employees and CONTRACTORS,shall have access to PREMISES during construction of IMPROVEMENTS,pursuant to the terms and conditions of a right-of-entry permit issued by RAPauthorizing access to the PREMISES for purposes of construction/installingIMPROVEMENTS.

B. CITY shall have access to IMPROVEMENTS and PREMISES in theperformance of normal PREMISES operations during construction ofIMPROVEMENTS. CITY shall take all necessary precautions to ensure thatsuch access does not interfere with construction activities.

C. DONOR, and their agents, representatives, employees, and CONTRACTORSshall have access to PREMISES throughout the TERM of this AGREEMENTto provide MAINTENANCE as required in Section 4. CITY shall have accessto PREMISES at all times without interfering with MAINTENANCE activities.

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D. CITY shall invite and offer DONOR the opportunity to participate in anygroundbreaking and/or grand-opening activities for IMPROVEMENTS.

9. PUBLICITY:

A. PARTIES shall acknowledge one another as co-contributors in writtenmaterial(s), news releases, and related marketing or publicity materials,including but not limited to, an initial press conference and/or dedicationceremony;

B. PARTIES agree to assist and cooperate in a mutually acceptable grand-opening and/or dedication event at one or more of the IMPROVEMENTS;

C. PARTIES also shall have the right to publicize, show photographs of, use thename of, and otherwise promote their respective contributions to theIMPROVEMENTS;

D. CITY and DONOR acknowledge that each of the PARTIES' names and otherintellectual property of CITY and DONOR have substantial goodwill. CITYfurther acknowledges and agrees that all use of the DONOR name pursuantto this AGREEMENT shall inure to the sole and exclusive benefit of DONORand CITY agrees to use the DONOR name solely in accordance with theterms and conditions set forth in this AGREEMENT. Additionally, DONORfurther acknowledges and agrees that all use of the CITY name pursuant tothis AGREEMENT shall inure to the sole and exclusive benefit of CITY andDONOR agrees to use the CITY name solely in accordance with the termsand conditions set forth in this AGREEMENT.

E. PARTIES agree to cooperate and coordinate with respect to the nature, text,and timing of any press release or public announcement(s) concerning theexistence of the GIFT, the IMPROVEMENTS, the MAINTENANCE, and/orthis AGREEMENT, or the use or promotion of IMPROVEMENTS orPREMISES except as may be legally required by applicable laws, regulations,or judicial order.

1. PARTIES agree to notify each other in writing of any press release,public announcement, marketing or promotion of the IMPROVEMENTSor MAINTENANCE. Further, any press release, public announcement,marketing materials, or brochures prepared by any of the PARTIES,shall appropriately acknowledge the contributions of all the PARTIES;

2. All press releases, public announcements, and marketing materialsrelative to the use of any "Quimby" funds for the acquisition of propertyfor park purposes, construction of capital improvements, or performanceof general park improvements at the IMPROVEMENTS, shall explicitlyacknowledge the use of such Quimby funds as a source of funding;

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3. To the extent stipulated in any grant agreement, partnership agreement,donation agreement, or other agreement, PARTIES shall duly notify anygrantors, donors, partners or other party, and each other, prior to anypublic or media event publicizing the accomplishments funded by anygrant agreement or other funding source, and shall provide theopportunity for attendance and participation by grantor, donor, partner,or other respective representatives;

4. PARTIES shall coordinate the scheduling and organization of any publicor media event to provide the opportunity for attendance andparticipation by officials and/or representatives of CITY and DONOR;including elected officials and public officials. Similarly, any document,written report, or brochure prepared by either CITY or DONOR, in wholeor in part, pursuant to the acquisition of property and/or installation ofimprovements, shall contain any acknowledgements required under anyrelated grant agreement, partnership agreement, donation agreement orother agreement or funding source; and

5. DONOR agrees that any public release or distribution of informationrelated to IMPROVEMENTS, MAINTENANCE this AGREEMENT, and/orany related project, programs or services, shall include the followingstatement at the beginning or introduction of such release:

"In Collaboration with the City of Los AngelesDepartment of Recreation and Parks"

10. USE OF MARKS:

Notwithstanding any proviston herein, neither party shall use the other'strademarks, trade-names or logos (each, a "Mark") without the prior writtenapproval of the other. Each Mark shall remain the sole and exclusive intellectualproperty of the respective party.

11. NAME AND LICENSE:

A. PREMISES and IMPROVEMENTS shall be officially named by RAP, subjectto the approval of the BOARD, in accordance with RAP policy.

J B. CITY shall maintain the right to use the PREMISES and IMPROVEMENTS~aJl'Ie in conducting RAP operations and events. For purposes ofclarification, CITY shall have no right to use the DONOR name in any mannerthat suggests DONOR is a sponsor or co-sponsor of any daily operations orevents at the PREMISES to which they are not affiliated or sponsoring.No other company, entity or individual's name shall be used in connectionwith IMPROVEMENTS or MAINTENANCE during the TERM, without RAP'sprior written approval.

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C, CITY acknowledges and agrees that it does not have, nor claim, anyownership rights in the SPECIFICATIONS, the DONOR name or otherintellectual property provided by DONOR hereunder, and that it shall notacquire or claim any ownership rights therein by reason of this AGREEMENT,or as a result of use of PREMISES or IMPROVEMENTS. Further, CITY shallnot at any time do, or knowingly permit others to do, any act or thing whichwould in any way impair the rights of DONOR in and to theSPECIFICATIONS or DONOR name, which may affect the validity of theDONOR name or which may dilute or degrade the value of the DONOR nameor their reputation.

D. DONOR hereby grants to CITY, a non-exclusive right and license to utilizeSPECIFICATIONS solely in connection with the construction, marketing,and/or publication of IMPROVEMENTS at PREMISES. CITY acknowledgesthat DONOR makes no representations or warranties with respect toSPECIFICATIONS. However, SPECIFICATIONS shall be reviewed andapproved by CITY prior to the commencement of any related work.

E. CITY shall, upon the expiration or termination of this AGREEMENT, ceaseand desist from all use of the DONOR name and other intellectual property ofDONOR, in any way (including without limitation removal from all signagerelated to the IMPROVEMENTS or MAINTENANCE).

F. DONOR shall be recognized for its generosity through appropriate signageat the PREMISES, acknowledging DONOR's GIFT, subject to the mutualapproval of DONOR and CITY.

G. In addition to the signage, the trademarks of other third parties, as approvedby RAP, may be placed at and around the PREMISES.

H. DONOR shall have the right (but not the obligation) to place and remove itsown logo(s) and/or trademark(s) on or around the PREMISES, subject to theprior approval of CITY and pursuant to RAP policy and procedures.

12. USE OF PREMISES:

A. In addition to the MAINTENANCE of the PREMISES by DONOR, DONORshall be entitled to exclusive use of the PREMISES for special events, amaximum of eight (8) non-consecutive days per year (DONOR Use Days) forthe duration of the TERM of this AGREEMENT, subject to the prior approvalof RAP. DONOR Use Days include third-party groups, arranged by DONOR,to access the PREMISES for the purposes of food harvesting at appropriatetimes of the year. Harvested food from the PREMISES may only be givenaway to food banks that serve the needy at no cost to the recipients. Theselling of harvested food is prohibited. DONOR shall select the DONOR UseDays and shall inform RAP at least ninety (90) days in advance prior to event

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for consideration and approval by RAP. RAP approval shall not beunreasonably withheld, and RAP's determination shall be provided withintwenty (20) days from RAP's receipt of DONOR's notification of the proposedDONOR Use Day event. For each DONOR Use Day, DONOR shall take thenecessary action to close the PREMISES to the public for DONOR'sexclusive use, to the extent public use is allowed at the PREMISES.If requested by DONOR, and upon prior approval by RAP and any otherapplicable governing agency, DONOR Use Day hours may be extendedbeyond PREMISES's normal closing time, but not beyond midnight inaccordance with Municipal Code Section 63.44.

B. CITY shall not charge DONOR a Use Fee for use of the PREMISES forexclusive events, but may charge DONOR for CITY's personnel expenses forstaff supervision, security, maintenance, and/or traffic control during theevent(s) and all other customary charges in RAP's Schedule of Rates andFees.

C. DONOR shall provide at their sole cost and expense, sufficient andappropriate staff for event set-up, coordination and management,maintenance, security, and break-down at each and every DONOR Use Dayevent.

D. DONOR shall have the right, at DONOR-held events at the PREMISES, tooperate a booth or similar area for promotional purposes. The size andlocation of the booth or similar area shall be subject to CITY's prior approval,not to be unreasonable withheld.

13. FILMING:

It is the policy of the City of Los Angeles (City) to facilitate the use of Cityproperties as film locations when appropriate. RAP has established a Park FilmOffice to coordinate the use of park property for film production purposes. All feesfor use of park property by film production companies shall be established andcollected in accordance with City and RAP,policies. DONOR shall not charge anyfees for film production conducted on the PREMISES. The Park Film Office maybe reached at (323) 644-6220 for further information and requirements.

14. REPRESENTATIONS AND WARRANTIES:/

/

A. DONOR represents and warrants that it has the right and power to enter intoand perform this AGREEMENT, and to grant the rights granted herein.

B. CITY represents and warrants that it has the right and power to enter into andperform this AGREEMENT, and that it will comply with all applicable rules,regulations, ordinances and laws related to the use and operation of theIMPROVEMENTS and PREMISES.

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15. INDEMNIFICATION/HOLD HARMLESS:

Each PARTY agrees to defend, indemnify and hold the other harmless from allloss, expense or liability for injury or death to persons and for damage, actual oralleged, to tangible property arising out of or resulting from the acts or omissions ofthe indemnifying PARTY, or any other person subject to supervision or control bythe indemnifying PARTY, in the performance of this AGREEMENT.

In the event of third-party loss caused by the negligence, wrongful act or omissionof more than one PARTY, each PARTY hereto shall bear financial responsibility inproportion to its percentage of fault as may be mutually agreed between them ormay be judicially determined.

16. INSURANCE:

A. Insurance by DONOR and Contractor(s) hired by DONOR

DONOR, and CONTRACTORS hired by DONOR, shall be insured as arequirement of this AGREEMENT in the amount coverage(s) specified onForm 146R attached hereto and incorporated herein by reference asExhibit-B, and shall additionally insure the City of Los Angeles for the samecoverage amounts. DONOR and their CONTRACTORS shall maintain duringthe term of this Agreement evidence of insurance acceptable to CAO, RiskManagement, prior to DONOR and/or their CONTRACTORS performance ofthis AGREEMENT.

B. City Self-insurance

The City of Los Angeles is permissively self-insured for Workers'Compensation under California law. The City self-administers, defends,settles and pays third party claims for injury, death or property damage.Protection under this program is warranted to meet or exceed five milliondollars per occurrence.

C. Builder's Risk Insurance

Before commencing any construction or future improvement at PREMISES,DONOR will, at its own, sole cost and expense, cause to be provided andkept in full force and effect, "All Risks Builder's Risk" insurance, includingvandalism and malicious mischief, covering the improvements in place and allmaterials and equipment at the construction site. Said insurance will remainin full force and effect until IMPROVEMENTS have been completed and fullyinsured as provided in Subsection D (below) of this Section 16.

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D. Property Insurance

Upon completion of IMPROVEMENTS, including any subsequent additions,modifications, and/or changes to IMPROVEMENTS and before PREMISES isopened for public use, DONOR shall maintain for IMPROVEMENTS an"All risk" insurance coverage to the extent of the full value of saidIMPROVEMENTS.

E. Adjustment of Insurance Levels

CITY reserves the right, during the TERM of this AGREEMENT, to changethe amounts and types of required insurance coverage(s) with ninety (90)days written notice to DONOR. .

F. Bonds

RAP may require, at its sole discretion, that prior to the initiation ofconstruction for any development phase of IMPROVEMENTS, DONOR to filewith CITY a surety bond and/or performance bond, reasonably satisfactory toCITY, in the amounts and for purposes noted below.

If such a bond is required, it must be executed by a corporate surety("SURETY"), licensed and/or authorized to issue such bonds in the State ofCalifornia. DONOR and/or any CONTRACTOR, employee or agent ofDONOR, involved in the development of IMPROVEMENTS will pay all bondpremiums, costs, and incidentals. The bond must be executed by DONOR,CONTRACTOR, and SURETY; the signature of the authorized SURETYagent must be notarized. In the event a bond is required, DONOR willprovide an amount equal to one hundred percent (100%) of the constructioncontract price in order to satisfy potential claims of material suppliers and ofmechanics and laborers employed in the construction/installation ofIMPROVEMENTS. The bond is to be maintained in full force and effect untilthe work as described on the approved SPECIFICATIONS is substantiallycompleted and accepted by DONOR and CITY, and until all claims formaterials and labor are paid.

In the event the bond becomes insufficient, DONOR and/or CONTRACTORSshall make the bond sufficient within ten (10) business days following receiptof notice from CITY. Should SURETY become unsatisfactory to CITY, noticeshall be given to DONOR to that effect. Changes in the scope of work orextensions of time made pursuant to any construction contract do not releaseDONOR or CONTRACTORS from their bond obligations.

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17. LIMITATIONS OF LIABILITY:

The PARTIES understand and agree that this AGREEMENT sets forth the intent ofthe parties but does not guarantee that improvements will be constructed.

18. BOOKS AND RECORDS:

DONOR and CITY shall maintain records, including records of financialtransactions, pertaining to the performance of this AGREEMENT, in their originalform, in accordance with requirements prescribed by CITY and DONOR. Theserecords shall be retained for a period of the lesser of three (3) years aftertermination of this AGREEMENT or ten (10) years from the date of the record.Said records shall be subject to examination and audit by authorized CITY orDONOR personnel or by their representative(s) at any time during the TERM ofthis AGREEMENT, or within the three years following the termination date of thisAGREEMENT.

19. GENERAL:

A. This AGREEMENT sets forth the entire understanding of the PARTIEShereto, with respect to the subject matter hereof. There are no otherrepresentations, understandings, or agreements between the PARTIESrelative to such subject matter. Any variation or amendment to thisAGREEMENT shall be in writing and signed by all PARTIES.

B. Nothing herein contained shall constitute a partnership or joint venture by thePARTIES of this AGREEMENT. This AGREEMENT is not intended for thebenefit of any non-party.

C. This AGREEMENT shall be governed by and construed in accordance withthe laws of the State of California, without regard to its principles of conflictsof law. PARTIES consent to the sole and exclusive jurisdiction and venue inthe Federal or State courts in Los Angeles County, California, and agree thatall disputes based on or arising out of this AGREEMENT shall only besubmitted to and determined by said courts, which shall have sole andexclusive jurisdiction.

D. Any notices permitted or required to be given under this AGREEMENT shallbe sent by courier and addressed to the PARTIES as follows:

CITY: City of Los AngelesDepartment of Parks and RecreationPlanning, Construction and Maintenance Branch221 North Figueroa Street, Suite 100Los Angeles, CA 90012Attn: Real Estate and Asset Management

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COPY TO: City of Los AngelesDepartment of Recreation and Parks3900 Chevy Chase DriveLos Angeles, CA 90039Attn: Partnership Division

DONOR: Los Angeles Parks Foundation11973 San Vicente Blvd.Suite 200Los Angeles, CA 90049Attn: Judith Kieffer, Executive Director

E. Notices shall be deemed received when delivered by courier. PARTIES maychange the person and address to which notice shall be given by givingnotice of such change pursuant to the provisions of this AGREEMENT.

F. The provisions of this AGREEMENT that, by their nature, are intended tosurvive, shall survive the expiration or earlier termination of thisAGREEMENT.

G. No right, obligation, duty, benefit or promise of this AGREEMENT, or anyportion thereof, may be assigned by either party without the express writtenconsent of the other party; provided that the DONOR may assign to anaffiliate with prior written consent by CITY.

H. CITY's use of IMPROVEMENTS and the PREMISES shall be primary to anyother use by any other party, including DONOR.

I. If any provision of this AGREEMENT is declared or determined to beunlawful, invalid or unconstitutional, that declaration shall not in any manneraffect the legality of the remaining provisions, and each provision of thisAGREEMENT shall be deemed to be separate and severable from everyother provision.

20. RATIFICATION:

At the request of RAP, and because of the need therefore, DONOR beganperformance of the responsibilities herein required prior to the execution hereof.By its execution hereof, RAP hereby accepts such service subject to all the terms,covenants, and condition of this AGREEMENT, and ratifies its AGREEMENT withDONOR for such services.

21. INCORPORATION OF DOCUMENTS

This AGREEMENT and incorporated documents represent the entire integratedagreement of the parties and supersedes all prior written or oral representations,

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discussions, and agreements. The following documents are incorporated andmade a part hereof by reference.

Exhibit A: Site MapExhibit B: Insurance Requirements

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the dayand year first above written.

CITY:

CITY OF LOS ANGELES, a municipalcorporation, acting by and through itsBOARD OF RECREATION AND PARKCOMMISSIONERS

By: ~~~~-------- ___President

By: ~~~------------Secretary

Date: -------------

APPROVED AS TO FORM:

CARMEN A. TRUTANICH,City Attorney

By: __ ::-- __ -=-:-..., __

Deputy City Attorney

Date: __

DONOR:

LOS ANGELES PARKS FOUNDATION, aCalifornia 501 (c)(3) non-profit, corporation

By: __

Title: _

Date: _

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Exhibit-A

Site Map

Franklin Canyon Orange Grove1300 North Beverly Drive

IIIIIIII / ... ~~I /I /

N. Beverly Dr. (. .........

Coldwater Canyon Dr.

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Exhibit-B

Insurance Requirements

Required Insurance and Minimum LimitsDate: 1:.:ilJ26:iQ{J:.::.:::.:·::.:.:.12=__

AgreementlReterence:~~~t!;lli}!it!lY~J~~,g~I!!~!~~!11tipt'f~.~ld:Sl~!~R~M$?[gy-¢'.,.:. .Evideace of coverages checked below, with the specified minimum limits, must be submitted and approved prior tooccup3llcy/stut. ofoperations, AmoUlltsshownareCombined Single Limits ("CSLs"). For AutomobileLiability. splitlimits may be substituted for a CSL ifthe lotal per occurrence equals or exceeds the CSL amount

~ Workers' Compensation - \Varkel's' Compe.1l'mtion (W(,) and Employer's Liability (EL)weEL

1m Waiver of Subrogation in. favor of City iii Longshore & Harbor Wct1:en>~ Jcnes Aet

General Liabilit,r

Automobile Liabilifj" (fur any and illvehicles used fO! lliis contract, other t1uw. commuting toffront worl!:)

Professional Liability ~ and Omimous)

Discovery Peric~

G'EJ All Risk CcceregeIfRfJ Flood ~:.~:;,':L.:<L ;~;,~,,::,,(:;:~~I!liI Earthquake, _

Surety Bonds - Pe1fonnance and Payment (Labor and Materials) Bonds 100% of the contract price

Crime Insurance

Other:

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CITY OF LOS ANGELES

INSTRUCTIONS AND INFORMATIONON COMPLYING WITH CITY INSURANCE REQUIREMENTS

(Share this information with your insurance agent or broker.)

1. Agreement/Reference All evidence of insurance must identify the nature of your business with theCITY. Clearly show any assigned number of a bid, contract, lease, permit, etc. or give the project nameand the job site or street address to ensure that your submission will be properly credited. Provide thetypes of coverage and minimum dollar amounts specified on the Required Insurance and MinimumLimits sheet (Form Gen. 146) included in your CITY documents.

2. When to submit Normally, no work may begin until a CITY insurance certificate approval number ("CAnumber") has been obtained, so insurance documents should be submitted as early as practicable. ForAs-needed Contracts, insurance need not be submitted until a specific job has been awarded. DesignProfessionals coverage for new construction work may be submitted simultaneously with final plans anddrawings, but before construction commences.

3. Acceptable Evidence and Approval Electronic submission is the preferred method of submitting yourdocuments. Track4LATM is the CITY's online insurance compliance system and is designed to make theexperience of submitting and retrieving insurance information quick and easy. The system is designed tobe used primarily by insurance brokers and agents as they submit client insurance certificates directly tothe City. It uses the standard insurance industry form known as the ACORD 25 Certificate of LiabilityInsurance in electronic format. Track4LA ™ advantages include standardized, universally acceptedforms, paperless approval transactions (24 hours, 7 days per week), and security checks and balances.The easiest and quickest way to obtain approval of your insurance is to have your insurance broker oragent access Track4LA ™ at http://track4Ia.lacity.org and follow the instructions to register and submit theappropriate proof of insurance on your behalf.

Insurance industry certificates other than the ACORD 25 may be accepted. All Certificates must provide athirty (30) days' cancellation notice provision (ten (10) days for non-payment of premium) AND anAdditional Insured Endorsement naming the CITY an additional insured completed by your insurancecompany or its designee. If the policy includes an automatic or blanket additional insured endorsement,the Certificate must state the CITY is an automatic or blanket additional insured. An endorsement namingthe CITY an Additional Named Insured and Loss Payee as Its Interests May Appear is required onproperty policies. All evidence of insurance must be authorized by a person with authority to bindcoverage, whether that is the authorized agent/broker or insurance underwriter.

Acceptable Alternatives to Acord Certificates and other Insurance Certificates:

• A copy of the full insurance policy which contains a thirty (30) days' cancellation noticeprovision (ten (10) days for non-payment of premium) and additional insured and/or loss-payeestatus, when appropriate, for the CITY.

• Binders and Cover Notes are also acceptable as interim evidence for up to 90 days from date ofapproval.

Additional Insured Endorsements DO NOT apply to the following:

• Indication of compliance' with statute, such as Workers' Compensation Law.• Professional Liability insurance.

Completed Insurance Industry Certificates other than ACORD 25 Certificates can be sentelectronically (CAO.insurance.bonds@lacity.org) or faxed to the Office of the City Administrative Officer,Risk Management (213) 978-7616. Please note that submissions other than through Track4LATM willdelay the insurance approval process as documents will have to be manually processed.

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\, (

Verification of approved insurance and bonds may be obtained by checking Track4LA TM, the CITY'sonline insurance compliance system, at http://track4Ia.lacity,org,

4, Renewal When an existing policy is renewed, have your insurance broker or agent submit a new Acord25 Certificate through Track4LA ™ at http://track4Ia.lacitv.org or submit an Insurance Industry Certificateor a renewal endorsement as outlined in Section 3 above. If your policy number changes you must alsosubmit a new Additional Insured Endorsement with an Insurance Industry Certificate,

5. Alternative Programs/Self-Insurance Risk financing mechanisms such as Risk Retention Groups,Risk Purchasing Groups, off-shore carriers, captive insurance programs and self-insurance programs aresubject to separate approval after the CITY has reviewed the relevant audited financial statements. Toinitiate a review of your program, you should complete the Applicant's Declaration of Self Insurance form(http://cao.lacity.org/riskilnsuranceForms.htm) to the Office of the City Administrative Officer, RiskManagement for consideration.

6. General Liability insurance covering your operations (and products, where applicable) is requiredwhenever the CITY is at risk of third-party claims which may arise out of your work or your presence orspecial event on City premises. Sexual Misconduct coverage is a required coverage when the workperformed involves minors. Fire Legal Liability is required for persons occupying a portion of CITYpremises. (Information on two CITY insurance programs, the SPARTA program, an optional source oflow-cost insurance which meets the most minimum requirements, and the Special Events LiabilityInsurance Program, which. provides liability coverage for short-term special events on CITY premises orstreets, is available at (www.2sparta.com). or by calling (800) 420-0555.)

7. Automobile Liability insurance is required only when vehicles are used in performing the work of yourContract or when they are driven off-road on CITY premises; it is not required for simple commutingunless CITY is paying mileage. However, compliance with California law requiring auto liability insuranceis a contractual requirement.

8. Errors and Omissions coverage will be specified on a project-by-project basis if you are working as alicensed or other professional. The length of the claims discovery period required will vary with thecircumstances of the individual job.

9. Workers' Compensation and Employer's Liability insurance are not required for single-personcontractors. However, under state law these coverages (or a copy of the state's Consent ToSelf Insure)rnust be provided if you have any employees at any time during the period of this contract. Contractorswith no employees must complete a Request for Waiver of Workers' Compensation InsuranceRequirement (http://cao.lacity.org/riskilnsuranceForms.htm). A Waiver of Subrogation on the coverageis required only for jobs where your employees are working on CITY premises under hazardousconditions, e.g., uneven terrain, scaffolding, caustic chemicals, toxic materials, power tools, etc. TheWaiver of Subrogation waives the insurer's right to recover (from the CITY) any workers' compensationpaid to an injured employee of the contractor.

10. Property Insurance is required for persons having exclusive use of premises or equipment owned orcontrolled by the CITY. Builder's RiskiCourse of Construction is required during construction projects,and should include building materials in transit and stored at the project site.

11. Surety coverage may be required to guarantee performance of work and payment to vendors andsuppliers. A Crime Policy may be required to handle CITY funds or securities, and under certain otherconditions. Specialty coverages may be needed for certain operations. For assistance in obtaining theCITY required bid, performance and payment surety bonds, please see the City of Los Angeles BondAssistance Program website address at http://cao.lacitv.org/riskiBondAssistanceProgram.pdf or call (213)258-3000 for more information.

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