2022-03-14_item_4.8_approve_joint_use_agreement_and_related_easement_agreement_with_banta_unified_school_district

ITEM 4. 8

CITY MANAGER' S REPORT
MARCH 14, 2022 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE JOINT USE AGREEMENT AND

RELATED EASEMENT AGREEMENT WITH BANTA

UNIFIED SCHOOL DISTRICT
RECOMMENDATION: Adopt a Resolution Approving a 7oint Use Agreement and Related Easement Agreement
Between the City of Lathrop and the Banta
Unified School District.

SUMMARY:

Staff is requesting approval of a Joint Use Agreement (" Agreement"), attached to this staff report as Attachment B, and related Easement Agreement, attached to this staff report as Attachment C, with the Banta Unified School District ( District"). The City, District, and River Islands Development have been working together to allow the joint use of 16 acres of sports fields (" Community Park") by the District and the City.

Approval of this Agreement will provide the community access to 16 acres of Community Park space during non- school hours on property adjacent to the STEAM Academy School along Somerston Parkway and Marina Drive.

BACKGROUND:

In an effort to maximize the availability of Community Park space within Phase 1 River Islands Parks and Open Space Plan within the River Islands Development Phase 1"), City staff have worked with both the District and the River Islands Development on this Agreement. This Agreement will provide a 16- acre Community Park site, identified within the Agreement as Exhibit B Joint Use Area, which will be available to the District during school hours and to the community and City during non- school hours and on days when school is not in session.

As part of this Agreement, the City will receive an easement on 8. 7 acres of the property, identified within the Agreement as Exhibit C Easement Area, and in exchange will provide River Islands Development with 8. 7 acres of community park credit as required by the Quimby Act. The term of this agreement is 50 years with an automatic renewal to ensure this space will remain open and available to as Community Park space.

In July of 2006, as part of the development of Phase 1, the City of Lathrop entered into a similar agreement for joint use of the sports fields at this location which expired in 2011. As we near the completion of Phase 1, we have updated this Agreement and return to Council for review and approval.

RECOMMENDATION:

Staff requests Council review and approve, the proposed Joint Use Agreement and related Easement Agreement between the Banta Unified School District and the City of Lathrop.

CITY MANAGER' S REPORT PAGE 2
MARCH 14, 2022 CITY COUNCIL REGULAR MEETING

APPROVE JOINT USE AGREEMENT AND RELATED EASEMENT AGREEMENT

WITH BANTA UNIFIED SCHOOL DISTRICT
FISCAL IMPACT:

As part of this Agreement, the District shall be responsible for performing all maintenance and repair of the Joint Use Area. The District has reviewed the Maintenance Agreement dated September 30, 2013 for the maintenance and repair of Public Facilities within River Islands between the City and RIPFA and agrees to seek reimbursement of 50% of the regular maintenance and repair costs of the Joint Use Area from RIPFA and Community Facilities District 2012- 01. District agrees it shall have no right to reimbursement from the City for any costs of maintenance and repair of the Joint Use Area.

ATTACH M E NTS:

A. Resolution to approve the Joint Use Agreement between the Banta Unified School District and the City of Lathrop.

B. Joint Use Agreement between the Banta Unified School District and the City of Lathrop.

C. Easement Agreement between the Banta Unified School District and the City of Lathrop.

CITY MANAGER' S REPORT PAGE 3
MARCH 14, 2022 CITY COUNCIL REGULAR MEETING

APPROVE JOINT USE AGREEMENT AND RELATED EASEMENT AGREEMENT

WITH BANTA UNIFIED SCHOOL DISTRICT
APPROVALS:
3 • 9 • Z,v2•z.
achary J n s Date
Director rks and Recreation
U
Cari James Date
Director o Finance
3- z Z
Salvador Navarrete Date
City Attorney
3•• zz
St en J. Salvatore Date
City Manager

AITACHMENT A
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP

APPROVING A JOINT USE AGREEMENT AND RELATED EASEMENT

AGREEMENT BETWEEN THE BANTA UNIFIED SCHOOL DISTRICT AND THE

CITY OF LATHROP
WHEREAS, Council reviewed the proposed Joint Use Agreement and related Easement Agreement between the Banta Unified School District; and WHEREAS, Council agrees this Joint Use Agreement and related Easement Agreement will maximize the availability of Community Park Space within Phase 1 of the River Islands development of Lathrop; and
WHEREAS, Council acknowledges these Agreements will provide 16- acres of community park space that will be available to the District during school hours and to the community and City programming during non- school hours and on days when school is not in session;
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop approves the proposed Joint Use Agreement and related Easement Agreement between the Banta Unified School District and the City of Lathrop.

The foregoing resolution was passed and adopted this 14T" day of February 2022, by the following vote of:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS T FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney

ATTACHMENT B

JOINT USE AGREEMENT
Between

THE BANTA UNIFIED SCHOOL DISTRICT
And

THE CITY OF LATHROP
2022

JOINT USE AGREEMENT BETWEEN THE
BANTA UNIFIED 5CHOOL DISTRICT

AND THE CITY OF LATHROP
THIS JOINT USE AGREEMENT (" Agreement") is entered into as of 2022, by and between the Banta Unified School District (" District"), a public school district existing under the laws of the State of California, and the City of Lathrop City"), a municipal corporation of the State of California, each a " Party" and collectively the Parties."
WHEREAS, Education Code sections 10900 et seq. authorize school districts to enter into facilities use agreements with other public entities, including cities, for the purpose of organizing, promoting, and conducting programs of community recreation and to construct and establish recreation systems at sports fields and similar facilities; and WHEREAS, Chapter 5 of Division 7 of Title 1 of the Government Code ( sections 6500 et seq.) provide generally that any city and any public district of this state may, by joint agreement, jointly exercise any power common to the contracting parties; and WHEREAS, District desires to share the use of its sports fields, outdoar basketball courts and parking lots which are located at the STEAM school at 18001 Commercial Street (" School"), within the River Islands at Lathrop master- planned community in the City (" School Site"); and WHEREAS, City is a governmental entity which provides community-oriented and recreational facilities and programs to its residents; and WHEREAS, City desires to become a partner with District in the joint use of the District' s sports fields, outdoor basketball courts and parking lots located at the School under the terms and conditions as set forth under California state law and in this Agreement; and WHEREAS, the Parties wish to provide use of the sports fields, outdoor basketball courts and parking lots to the general public at days and times when these areas are not exclusively used by students at the School Site in accordance with the policies and procedures contained in this Agreement and such additional policies and procedures as may be developed by the Parties in the future; and
WHEREAS, it is the intent of the Parties to maximize the use of the sports fields, outdoor basketball courts and parking lots at the School Site by allowing District- wide community access to these areas after School Hours and on weekends and during School breaks as much as is possible; and
WHEREAS, the City and the River Islands Public Financing Authority, a California joint powers authority ( hereinafter RIPFA), have entered into a Maintenance Agreement for the maintenance and repair of certain Public Facilities ( as that term is defined in the 9- 30- 2013 Maintenance Agreement) within River Islands and RIPFA has formed a Community Facilities District 2012- 01 to fund the maintenance and repair of certain Public Facilities in River Islands at no cost to the City; and
WHERERAS, the District agrees the execution of this Joint Use agreement establishes this 16- acre parcel as a Public Faciliry 50% of the time and the District will therefore seek 50% of the regular maintenance costs from RIPFA but not the City;
NOW THEREFORE, the Parties hereby agree as follows:

1. Term.

The term of this Agreement shall be for fifty (50) years commencing on 2022 and ending on 2072, which will
automatically renew annually each year, unless otherwise terminated or extended under paragraph 21 of this Agreement.

2. Joint Use Area.

A. District owns the School Site as depicted in EXhibit A. That portion of the School Site subject to this Agreement (" Joint Use Area") includes parking areas and outdoor basketball courts and sports fields as depicted in Exhibit B.

B. Upon execution of this agreement District shall grant to the City a separate easement for a
portion of the Joint Use Area (`Basement Area"). That area is depicted in Exhibit C. The Parties will enter into the Easement Agreement for the Easement Area in in the form of Exhibit D.

C. The City acknowledges that the acreage in the Easement Area will be used to satisfy River Islands Development' s ( RID) obligation to provide Quimby Act acreage for its development impacts. The entire Joint Use Area will be considered a Community Park for the River Islands Master Parks and Open Space Plan, but River Islands will only receive Community Park credit equal to 8. 7 acres equal to the acreage of the easement area ( 8 acres) and the . 7- acres for the tot lot and public restroom facility.

D. District has entered into a long- term lease of the School to River Islands Academies (" RIA"), a
public school district. RIA shall be required to
comply with the terms of this Agreement with respect to all operating and maintenance rights and obligations under the terms of its Lease with District.

3. Up rades.

Within 90 days of Agreement execution by all Parties, City shall cause the following upgrades to be made at the School Site (" Upgrades"):

A. Fencing— As part of the Master Parks and Open Space Plan obligation and in exchange for the 8. 7 acres of Community Park credit, City shall cause River Islands Development to pay for and construct a new 6' chain link fence in the location identified on Exhibit B. The fence shall include lockable gates, along Somerston Parkway, Academy Drive and Marina Drive. River Islands Development will also be responsible for the adjustment of the existing fence west of the three northern basketball courts in order to allow community access during Non- School Hours.

B. Soccer Goals - City shall provide five ( 5) sets of Heavy-Duty NCAA Regulation Portable Soccer Goals( 24 feet wide, 8 feet high, and 9 feet deep) C. Cricket Pitch— City shall design and install a 15' x 100' cricket pitch within the joint use area. This pitch will be concrete based and covered with an all- weather synthetic surface. The pitch will be located in a manner to provide minimal impact to the ability to provide multiple playing fields at this location.

D. Signage — City shall provide signage at each lockable gate that would describe the hours of City operation and would clearly indicate School Day Hours ( as defined in Section 6) when the community is not allowed access.

Access to the Joint Use Area by the community shall not occur until the Upgrades have been completed.

4. Contributions for Maintenance and Repair.

A. District shall be responsible for performing all maintenance and repair of the Joint Use Area. District has reviewed the Maintenance Agreement for the maintenance and repair of Public Facilities within River Islands between the City and RIPFA and agrees to seek reimbursement of 50°Io of the regular maintenance and repair costs of the Joint Use Area from RIPFA and Community Facilities District 2012- 0 l. District agrees it shall have no right to reimbursement from the City for any costs of maintenance and repair of the Joint Use Area.

B. District shall provide RIPFA annually copies of all invoices associated with the annual maintenance and repair of Joint Use Area, City shall cause RIPFA to annually reimburse District 50% of the total associated expenses.

C. If either Party hosts a tournament or other scheduled event that is extraordinary to the normal use of the Joint Use Area, that Party shall be responsible for any extra costs associated with such event. The hosting Party may defer those costs to the participants of the event.

5. Purpose of Joint Use Areas.

The purpose of this Agreement is to provide the District students at the School with facilities for school purposes, and the community members of the City regular access to the Sports Fields for organized sports in a manner consistent with the City' s Master Parks and Open Space Plan (" Parks Plan") for the River Islands Development (" Development"). City acknowledges and agrees that the Joint Use Area is intended to provide the specific types of fields and facilities required by the Parks Plan and that City will program the use of the Joint Use Area during NonSchool Hours ( as defined below) consistent with the intent of the Parks Plan

6. Schedulin Joint Use Areas.

The Parties agree to cooperate in the coordination of programs and activities conducted at the Sports Fields so as to avoid conflicting uses and to ensure the availability of the Joint Use Area to District, City, and community on an equitable basis. The following guidelines will control the scheduling of the Joint Use Area.

A. School Use. District shall have exclusive use of the Joint Use Area during the " School Day." The " School Day" is comprised of the hours from 8: 00 a.m. to 4: 30 p. m. on each day that School is in session. Additionally District shall have priority during Non- School Hours, Monday through Friday, for the use of the Joint Use Area over other users..

B. City Use. The Joint Use Area shall be available for City and community use for the maximum extent possible after the School Day on days when School is not in session and on weekends. (" Non- School Hours".) C. Priority During Non- School Hours*. During Non-School Hours, District shall have priority in scheduling the entire Joint Use Area for School and District related functions and events for up to ten ( 10) weekend days per year. Following the establishment of these 10 dates annually, the Joint Use area will be available for use within the following priorities:
lsr Priority: District/City programs
2" a
priority: Local Youth programs
3` a
Priority: Private ( Third- Party) Rentals
During Non- School Hours when the joint use facility is not programed for above uses it will be open to the public for drop in usage as a community park site.

D. Scheduling Timetable.

1. Prior to November 1St of each School year, District shall provide City with a preliminary schedule of all proposed District uses for the following school year.

2. Prior to January 15r" of each year, City shall submit to District a proposed schedule of all City uses for the following school year.

3. Based on the District' s and City' s proposed schedule, City shall create a Proposed Schedule for District, City and community events at the Joint Use Area during the School Day and Non- School Hours.

4. Notwithstanding any schedule referenced above, the Parties acknowledge that District often does not receive its soccer schedule until the soccer season is about to begin. Therefore, for any school soccer practice, games, or for any tournaments hosted by the District, District shall have first priority for the use of the Sports Fields Monday through Friday during Non-School Hours and such use shall be at no extra cost to District.

7. Coordination.

The designated representatives of the Parties shall meet at least annually to discuss operations and scheduling of the Joint Use Area and make any necessary adjustments. The Parties agree to use good faith efforts to accommodate both Parties' use of the Joint Use Area.

8. Compliance With Law.

Any and all persons using the Joint Use Area shall abide by applicable local, state and federal laws and regulations as well as abide by District Policies and Administrative Regulations applicable to the use of the Joint Use Area as a Community Park.

9. Operations of Joint Use Area.

A. District shall be responsible for the day- to- day operations of the Joint Use Area except as otherwise provided in this Agreement.

B. District shall be responsible for providing staffing and supervision during the School Day when School is in session and during any official, schoolsponsored activities that occur during Non- School Hours.

C. City shall be responsible for providing staffing, supervision, and security during all times during which the Joint Use Area is used for City programs, activities and events.

E. City shall be responsible for the scheduling, management, and permitting of all Non- School hour uses or rentals of the Joint Use Area. Including the processing and approval of Field Reservation Permits, collection of associated fees, and required insurance as identified within section 13 of this agreement.

F. District agrees that the City shall utilize approved Field Reservation Permit form included as Exhibit D and dated February 2022 for rentals of the Joint Use Area. City also agrees to resubmit a copy of the Field Reservation Permit to the District for approval following any changes or updates to the document. In the event those changes are not acceptable to the District, those changes shall not apply to the Joint Use Area and only the terms as written in February 2022 and included in Exhibit D shall apply.

10. Third-Party User Fees and Permit Conditions.

Ciry will be responsible for the setting of users fees for third party renters of the Joint Use Area during Non- School Hours. These fees will be consistent with other rentable spaces throughout the City. Costs associated with the use of the Joint Use Area by community groups shall include but are not limited to custodial support, additional trash pickup costs, and custodial services, including overtime pay for District custodians or Ciry Staff if they must re- clean the Sports Fields and/or Joint Parking Areas. Charges shall be paid by the group or entity before the date of the event or start of the activity. Any fees associated with additional cleaning will be passed along to the responsible third- party. If the user fees set by the City are not sufficient to cover all the costs referenced in this paragraph, then City ( and not RIPFA) shall pay for the shortfall.

The Parties to this Agreement agree to a zero-tolerance policy for any group not complying with the terms outlined in the plans.

11. Schedulin of Repairs.

District shall perform any required repairs and shall attempt to schedule such repairs during Non- School Hours, or breaks when school is not in session in a manner consistent with City procedures for other parks that would minimize conflicts with a scheduled City uses.

12. Student Safety.

The safety and security of District students and staff are of the utmost importance.

Therefore, use of the Sports Fields during School Hours will be limited to use by students, teachers, and other District staff. All use by non- District users ( both far City- sponsored and other community events) will take place on after 4: 30 pm Monday through Friday on weekends, or days when School is not in session and will abide by District Policies and Administrative Regulations applicable to the use of the Joint Use Area as a Community Park. These District policies shall require that all visitors shall register immediately at the principal' s office upon entering the School grounds when School is in session.

Additionally, District understands that City desires to install a Cricket Pitch prior to the completion of Upgrades. Any construction activity of the Pitch must occur during Non-School Hours and as noted above, any use of such Pitch shall not occur until the Upgrades are complete.

13. Insurance.

A. Each Party agrees to either self-insure, secure excess insurance coverage or purchase and maintain insurance in an amount not less than specified below or insure against damages or injuries which may arise from the activities contemplated by this Agreement. Such insurance shall be in the form of a commercial general liability insurance policy and automobile policy, both with a combined single limit of not less than One Million Dollars ($ 1, 000, 000), which policy shall include or be endorsed to include the other Party as well as the District' s tenant and RIPFA as an additional insured. The Parties agree to provide evidence of such insurance upon request. Each Party shall also carry Workers' Compensation Insurance for its own employees as required by law.

B. City shall require all third party users of the Joint Use Area to provide, purchase, and maintain insurance in an amount not less than specified below or insure against damages or injuries which may arise from the activities utilizing the Joint Use Area. Such insurance shall be in the form of a commercial general liability insurance policy with a combined single limit of not less than One Million Dollars ($ 1, 000, 000), which policy shall include or be endorsed to include the City and District, its tenant and RIPFA as additional insureds.

14. Hold Harmless and Indemnification.

A. District Hold Harmless and Indemnitv. District shall indemnify, defend, and hold City harmless from all claims or causes of action for injury to persons or damage to property resulting or arising from the use of the Joint Use Area by District.

B. City Hold Harmless and Indemnity. City shall indemnify, defend, and hold District harmless from all claims or causes of action for injury to persons ar damage to property resulting or arising from the use of the Joint Use Area by City for City programs or events at the Joint Use Area.

C. City shall require all third party users of the Joint Use Area to agree to a release of liability waiver that shall indemnify, defend, and hold City/ District, its tenant and RIPFA harmless from all claims or causes of action for injury to persons or damage to property resulting or arising from the use of the Joint Use Area.

15. Fin erprinting.

A. City certifies all City contracted instructors and volunteer coaches utilizing the Joint Use Area for City activities have been cleared by a fingerprint check performed by the California Department of Justice and is not prohibited from being employed by City or having contact with students pursuant to applicable state law. City is obligated to comply with all state requirements for fingerprinting including but not limited to Education Code section 45125. l.

16. Mediation.

A. In an effort to resolve any conflicts that arise in connection with the terms of this Joint Use Agreement, the Parties agree that all disputes between them arising out of or relating to this Agreement shall first be submitted to nonbinding mediation unless the Parties mutually agree otherwise.

B. If inediation is unsuccessful, any controversy or claim arising out of or relating to this Agreement shall be settled, if necessary, by binding arbitration in San Joaquin County in accordance with the arbitration rules of the San Joaquin County Superior Court (" Arbitration Rules"). To the extent that the provisions within this Agreement do not conflict with the Arbitration Rules, the Parties agree to all of the provisions set forth in this Agreement. If the Parties are unable to agree on the arbitrator within thirty 30) days of the receipt of a written request for arbitration, they shall request that the presiding judge of the San Joaquin County Superior Court designate one. The Parties shall each pay one-half of the cost of any arbitration. Each Parry shall be responsible for its own attorney' s fees and costs as to any such arbitration. Any arbitrator chosen or designated must have experience in real property law. Notwithstanding anything to the contrary, once a written request for arbitration has been made, each Party shall have the right to conduct discovery pursuant to the procedures set forth in the Civil Discovery Act of 1986, as amended, even if an action has not been filed.

17. Notices and Contacts.

All notices, demands, requests, approvals, authorizations, or designations shall be in writing and shall be given and served upon the other Party or sent by United States registered mail, return receipt requested, postage prepaid, and addressed as follows:

Banta Unified School District: Superintendent
Banta Unified School District
22375 So. El Rancho Road
Tracy, CA 95304- 9413
City: Director of Parks, Recreation and
Maintenance Services
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Lathrop City Manager
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
River Islands Academies ( while under tenancy of School):

Executive Director
River Islands Academies
1175 Marina Drive
Lathrop, CA 95330
River Islands Development, LLC
President
73 Stewart Road
Lathrop, CA 95330
Any entity listed above may change its address or contact person by giving written notice to the other Parties.

18. Assignment and 5ubcontracting.

This Agreement may not be assigned by either Party without the prior written consent of the other Party. City shall not subcontract its work under this Agreement without the prior written consent of District. District reserves the right to approve or disapprove each and every subcontractor and the payment price for each and every subcontractor. Such approval shall not be unreasonably refused.

Notwithstanding the above, the Parties understand that District has leased the School to RIA and RIA, during the term of its tenancy, will be acting in the capacity of District with respect to all operational aspects of this Agreement.

19. Civic Center Act.

Both Parties acknowledge that the Sports Field will be identified as a " Civic Center" pursuant to the Civic Center Act and District policy. Both Parties understand that this Agreement is in furtherance of the Civic Center Act policy.

20. Authoritv of the Parties.

Each person executing this Agreement on behalf of one of the Parties represents and warrants that he or she is duly authorized to execute this Agreement.

21. Termination.

This Agreement shall terminate as follows:

A. Either party may terminate this Agreement in the event of a material breach which has not been cured within ninety (90) days of written notification of the breach to the breaching Party;
B. District may terminate the Agreement as to all or a portion of the Joint Use Area if District determines after a duly-noticed public hearing, that the Joint Use Area or a portion thereof is needed for District purposes.

C. Either Party may terminate this Agreement if costs exceed funds available from additional funding sources to maintain the Joint Use Area. The Party wishing to terminate the Agreement under this sub- paragraph shall provide written notice to the other Party thirry ( 30) days prior to the date of termination.

22. Entire Agreement.

The foregoing constitutes the entire agreement and understanding between District and City concerning the subject matter of this Agreement, replacing and superseding all prior agreements or negotiations, whether written or verbal. No term or condition of this Agreement shall be modified or amended except by writing executed by District and City.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.

BANTA UNIFIED SCHOOL DISTRICT: CITY OF LATHROP:

By: By:

Superintendent City Manager
Date: Date:

APPROVED AS TO LEGAL FORM: APPROVED A5 TO LEGAL FORM:

By: Parker and Covert By:

City Attorney
Date: Date:

ATTEST:

B y:

City Clerk
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EXHIBIT " D"
RESERVATION FORM Pg 1
Cay af '". P'"
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RFCNEAi14M --.
1 1 : Field Reservation Permit F orm
City af Lathrop Parks& Recreatian Department
15557 Fifth Street, lathrop CA, 95330 ( Phone: 2Q9. 941. 7370 F tt s: l/ ci. l throu. c. i s
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Al! sectians must be filled out completely. Please print tlearly.

All fees are due upon application submittal.

MR 9 4
Applicant/ Contact Name:

Qrganization Name: Non- Profit Status 5 1{ c){ 3):

If Applicabt
Yes --- 1 No
Address: City: State: Zip:

Primary Phone: Cetl Phone: Email( Required}:
1 R
Park Location: Field Location: Time:

Event/ Renta! Date RequesEed: E++ent Oetailed Gescription:

Practice Tournament Games
5part:

Basketball Baseball Softbatl Flag Football Saccer Cricket Other.

Additional Items:
tnsurance Frovided? Yes No Reoceurring Rental: Yes No
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Date Applicatioo Received:

Received By: To#ai Paid:$ Receipt Number
Approved: February 2022
EXHIBIT " D"
RESERVATION FORM Pg 2
Acknowiedgement of Rental Policies and Procedures
By initialing below, i am acknowledging that I have read each of the policies and agree to adhere to them.

Alcoho) Prohibited( Municipal Code 1Q. 2U.010)
I understand that the consumption and possession of any alcoholic beverages are prohi6ited in all city parks and faciliiies.

Amplified Sound Municipal Code 8. 20.050/$. 2. 050)
I understand that amplified sound can only 6e ailowed by approval of the Lathrop Police Services. All sound applications must be submitted when makin the reservation. The Cit of lathro is not issuin outdoor sound ermits at this time.

Smoking Prohibked( Municipal Code 12. 30. 030)
I understand that smoking is prohibited at all parks, recreation areas, and city buildings.

Vehicular Access( Mu icipal Code 10.20.010}
I understand that NO vehicles are permitted in city parks at any time. No exceptions.

No Outside Griils( Municipal Code 10.20.010}
I understand that NO outside grills( charcoa) or propanej are permitted in city parks at any time.

Cancellations
I understand that a full refund minus at$ 15 administration fee will be given for cancellations that are made more than fourteen( 14) calendar da s prior the reservation. GancellaYions made( ess than fourteen( 14) calendar days prior to the reservation shall forfeit all fees.

Inclement Weather
I understand that refunds will NOT be issued dUe to inclement weather.

General Liability Insurance: The undersigned shall maintain general liability insurance in an amount not less than one million dollars($ 1, 000, 000} per occurrence for bodily injury, personal injury, and property damage. Undersigned' s genera) liability policies shall be endorsed to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies.

Warkers' Compensation: Organizations with employees shall maintain Workers' Compensation Insurance 5tatutory Limits) and Employer' s Liability Insurance with limits of at least one million dollars($ 1, 000, 00).

Undersigned shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

River Islands loint Use Area Insurance: If activity is taking place on the loint Use area adjacent to the school site in River Islands insurance documents must also include the Banta Unified School District, its Tenant, RIPFA, its officers, agents, employees as an additional insured
Indemnity/ Hold Harmless Agreement: Undersigned shall indemnify, defend, and hold harmless the Gty and any loint Use partners, all officers, employees, agents and volunteers(" City indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation claims"), arising out of the Undersigned' s performance of its obligations under this agreement or out of the operations conducted by Undersigned, except for such loss or damage arising from the sole negligence or willful misconduct of the City.

In the event the City indemnitees are made a party to any action, faevsuit, r other adversarial proceeding arising from Undersigned' s performance of this agreement, the Undersigned shall provide a defense to the City indemnitees, or at the City' s option, reimburse the City indemnitees their costs of defense, including reasonable lega! counsels' fees, incurred in defense of such claims.

Communicable Disease Waiver and Release: Undersigned wai es and releases the City from any and all claims, causes of action, allegations, or assertions that may arise relating to infection of any person by COVID- 19 or other communicable disease that occurs, or is alleged to occur, during the event. Undersigned also agrees to defend, indemnify, nd hold City harmless from any and all claims, causes of action, allegations, or assertions made against City or City' s employees arising from or relating to actual or alleged infectian occurring during the event, except where caused by the sole negligence or willful misconduct of the City.
arl t+ei3: Ft: ru 3xy C72?
EXHIBIT " D"
RESERVATION FORM Pg 3
Organizations: I have read the Facility Use Policy and do hereby certify that I have been duly authorized by the above- named organization which I represent to enter into this agreement, and that the activity which the organization is sponsoring fully meets the conditions set for the herein and that we agree to observe all rules and procedures as stated.

We ( I) have read and fully understand the Policies and Procedures set forth by the City af Lathrop Parks and Recreation Department and agree to adher to them. We (!) agree that failure to comply with the aforementioned Policies and Procedures will result in permit 6eing revoked and forfeiture of all deposits and fees paid and the City of Lathrop Parks and ftecreation Department may deny any future permit requests. Furthermore, we( I) here6y waive, release and discharge the City any laint Use partners, all agents, volunteers, officers, and employees{ hereinafter collectively" City") from any and all claims for damages for any loss, induding but not limited to, personal injury, death, or property damage. This release is intended to disct arge in advance the City from any and all liability arising out of or connected in any way, even though that lia6ility may arise out of negligence or carelessness on the part of the released parties referenced as" Cit' above.

Prin#ed Nazne Orsanizations Name
Renter' s Signature Date
Driver' s License Number I
i
Approved Denied
Signature: Date:
r1pproved: Febr ary 2L722

EXHIBIT E

FORM OF EASEMENT TO BE EXECUTED

RECORDING REQUESTED BY
AND WHEN RECORDED RETIJRN TO:

City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Attn: City Clerk
Space Above for Recorder' s Use)

EASEMENT AGREEMENT
This EASEMENT AGREEMENT (" Agreement") dated as of 2022, is made by and between the Banta Unified School District, a public school district existing under the laws of the State of California (" District"), and the City of Lathrop, a municipal corporation of the State of California (" City"). District and City, and each of their respective heirs, successors and assigns, are sometimes hereinafter referred to individually as " Party" and collectively as " Parties."

RECITALS
A. District is the owner of certain real property located in the City of Lathrop, County of San Joaquin, 5tate of California, underlying and surrounding the Easement Area ( defined below), upon which District has constructed certain elementary school and middle school improvements (" School Site"). District is willing to grant to City, and City is willing to accept from District, an easement over a portion of the School Site depicted on Exhibit A- 1 and described on Exhibit A- 2 attached hereto and incorporated herein by this reference (" Easement Area"), in accordance with the terms and conditions set forth herein. The Easement Area includes both sports fields, outside basketball courts and parking areas, as depicted on Exhibit A- l. The Easement Area is approximately eight ( 8. 8) acres in size.

B. District and City have entered into that certain Joint Use Agreement Between the Banta Unified School District and the City of Lathrop, dated 2022. The Joint Use Agreement ( as defined below) describes certain sports fields, outdoor basketball courts and parking areas. The Easement Area constitutes only a part of the Joint Use Area designated within the Joint Use Agreement. The Joint Use Agreement and any successor Joint Use Agreement between City and District, and any amendment, modification or extension thereof, is referred to herein as the " Joint Use Agreement." The Joint Use Agreement, among other things, contains certain terms and conditions pursuant to which the District and the City will share the use of the Easement Area, as well as share the operations and maintenance costs related to the Easement Area and other District property subject to the Joint Use Agreement.

C. The purpose of the Joint Use Agreement and this Agreement is to maximize the use of the school facilities by providing students of District and residents of City regular access to the Easement Area in a manner that does not interfere with District' s use of the Easement Area for District' s school system and is used by the community in a manner that is consistent with the Master Parks Plan for the River Islands project. This Agreement is not intended to affect property other than the Easement Area.

D. River Islands Development, LLC, a Delaware limited liability company (" River Islands"), is the master developer of a residential and commercial mixed-use project that is located on approximately 4, 800 acres in the City and is commonly referred to as the River Islands Project River Islands Project"). The River Islands Project is more specifically described in that certain 2003 Amended and Restated Development Agreement by and between City, Califia, and The Cambay Group, Inc., dated February 4, 2003, and recorded on March 31, 2003, as Document No. 2003- 069319 in the Official Records of San Joaquin County (" Official Records"). The Easement Area is located within the River Islands Project on the School Site ( as defined in the Joint Use Agreement). As used herein, " River Islands" shall mean River Islands, LLC, or River Islands' designated successor- in-interest as master developer of the River Islands Project.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, District and City covenant and agree as follows:

AGREEMENT

1. Use of Easement Area. District hereby grants to City a non- exclusive perpetual right to use the Easeinent Area for the sole purpose of providing community- based athletics in a manner that does not interfere with District' s use of the Easement Area for District purposes (" Play Field Easement") and in a manner that is wholly consistent with the Master Parks Plan governing the River Islands Project. District shall have exclusive use of the Easement Area from the hours of 8: 00 a.m. to 4: 30 p. m. (" School Hours") on each day that school is in session (" School Day").

City' s and District' s respective rights and obligations regarding the Play Field Easement and the use of the Easement Area including use on a School Day outside of School Hours and on days when school is not in session including weekends and holidays ( collectively " Non- School Hours") shall be as described in, and subject to, this Agreement and the Joint Use Agreement and shall be as otherwise mutually agreed upon in writing by District and City. If at any time during the term of this Agreement, the Joint Use Agreement with respect to the Easement Area has been terminated or expired and has not been renewed by mutual agreement of District and City, City and District shall continue to share the Easement Area during the term of this Agreement during Non-School Hours in accordance with the terms and conditions of this Agreement and the Joint Use Agreement last in effect between the parties, until a new Joint Use Agreement is entered into with respect to the Easement Area.

2. Maintenance. District shall maintain the Easement Area and the costs of maintenance shall be shared by City and District as outlined in the 7oint Use Agreement.

3. Reservation. District hereby reserves the right to Llse the Easement Area and to grant such easements and other interests therein for purposes not inconsistent with the rights of City under this Agreement.

4. Restriction on Use. City' s use of the Easement Area shall not interfere with school activities or District' s use of the Easement Area as further specified in the Joint Use Agreement.

City' s use of the Easement Area under this Agreement shall be consistent with the terms and conditions of the Joint Use Agreement then in effect and subject to any and all existing encumbrances or easements on the Easement Area. Additionally, City' s use of the Easement Area shall not conflict with the intended use of the specified fields and facilities under the Master Parks Plan far the River Islands Project. If no Joint Use Agreement is in effect, the use shall be consistent with the Joint Use Agreement last in effect. City shall not construct any building, structure or improvement on the Easement Area without the prior written consent of District.

5. Enforcement Rights and Remedies. All of the provisions, agreements, rights, powers, covenants, conditions and obligations contained in this Agreement shall be binding upon the parties, their respective heirs, successors ( by merger, consolidation or otherwise) and assigns, devisee administrators, representatives, lessees and all other persons acquiring the Easement Area, or any portion thereof or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors and assigns. City and District acknowledge and agree that if any party breaches any of the restrictions contained herein, money damages may not be adequate compensation. As a result, each party agrees that in the event of a breach, the non- breaching party, in addition to any other remedy available at law or equity, shall be entitled to equitable relief including but not limited to an order compelling the breaching party to perform an act which the party is required to perform under this Agreement or which is necessary to bring the breaching party into compliance with restrictions contained herein or prohibiting the breaching party from performing any act that violates this Agreement.

6. District and City Covenants; Express Third- Party BeneficiarX. District and City hereby agree that the Easement Area or a Replacement Easement Area ( as defined below) shall continue to be used as playfields and for related athletic purposes, so long as this Agreement remains in effect, and such use shall be consistent with a Joint Use Agreement governing the Easement Area. Until River Islands or its successor in interest is no longer developing or constructing any portion of the River Islands Project( referred to herein as " Buildout"), District and City agree as follows:
a) This Agreement may not be terminated or amended without the prior written consent of River Islands, such consent not to be unreasonably withheld, provided that such consent may be conditioned upon District and City agreeing to continue to use the Easement Area for sports and related athletic purposes until Buildout;
b) Upon the reasonable request in writing of River Islands to City and District, City and District will terminate this Agreement and quitclaim their rights hereunder ( and shall exercise their best efforts to agree upon and enter into a replacement document related to the subject matter hereof that is mutually acceptable to City, District and River Islands), to the extent River Islands reasonably determines that such actions are necessary for District and River Islands to obtain the maximum funding/ reimbursement available for the Easement Area as contemplated by that certain Master School Impact Mitigation Agreement by and between River Islands and District, dated January 27, 2003, and recorded on March 7, 2003, as Document No. 2003- 051835 in the Official Records, as such document may from time-to-time be re- stated ar amended, and for River Islands to receive park acreage credits from City for the Easement Area; provided that if the Agreement is terminated on River Islands' reasonable request pursuant to this Section 6, then River Islands shall provide to City replacement acreage and facilities sufficient to meet its obligations pursuant to the 2003 Amended and Restated Development Agreement referred to above and the Conditions of Approval required under Vesting Tentative Map 3491, approved by the Lathrop City Council on July 19, 2005 ( or successor map generally covering the same area); c) River Islands, though not a signatory to this Agreement, shall be an express third- party beneficiary of the provisions of this Section 6, with the right but not the obligation to directly enforce the obligations of District and City under this Section 6, but with respect only to the requirement that the Easement Area be used for sports fields and parking, provided that River Islands' right as a third-party beneficiary to enforce said obligations shall terminate upon Buildout; d) River Islands shall not be a third-party beneficiary to the Joint Use Agreement, and e) The parties agree that they will, upon request of the other party or of River Islands, execute and deliver such further documents and do such further acts and things as may reasonably be required in order to affect fully the purposes of this Section 6.

7. Termination/ Cancellation. Subject to Section 6( a) above, this Agreement may be terminated or cancelled based on any one of the following grounds:
a) Upon mutual rescission by City and District including without limitation termination of the Agreement as contemplated by Section 6( b) above. b) City agrees in writing to abandon its rights under this Agreement. c) Upon ninety ( 90) days' written notice by District following non- use by City of the Easement Area for a continuous period of five ( 5) years which use does not recommence within such 90-day notice period.
d) Upon ninety( 90) days' written notice by a party hereto following a Material Breach defined below) of this Agreement or the then current Joint Use Agreement by the other party, which breach remains uncured for such 90- day period, provided that the alleged breaching party shall not be in default ifit commences to cure such breach within such 90- day period and thereafter diligently pursues the cure to completion within 180 days. For purposes of this Agreement, Material Breach" means a substantial and material breach when considered within the scope of the alleged breaching party' s obligations under this Agreement andlor the Joint Use Agreement.

Notwithstanding the foregoing, this Agreement shall not terminate during the pendency of any good faith dispute between the parties related to the parties' respective performance hereunder. e) Consistent with the judicial interpretation given to Civil Code section 811 concerning extinguishment of easements, Ciry performs any act which is incompatible with the District' s use of the Easement Area.

8. Temporary Use. If a substantial event such as an accident, breakage or failure of equipment, fire, flood or other natural disaster occurs that requires the vacation of any classroom facility within District or District needs additional temporary classroom facilities, and it is infeasible for the District to locate temporary classroom facilities in a location other than upon the Easement Area, District shall be permitted to locate temporary classroom facilities on the Easement Area for a period not to exceed two (2) years, provided that the Easement Area shall be used only as a location of last resort for any temporary classroom facilities, and the District shall, as soon as reasonably feasible, commence and diligently prosecute to completion the repair and/ or reconstruction of permanent facilities and remove the temporary classroom facilities from the Easement Area immediately upon completion of permanent facilities. During any period when District requires use of the Easement Area pursuant to this Section 8, City shall not be responsible for its share of the maintenance costs on the portion of the Easement Area occupied by District' s temporary classroom facilities.

9. Relocation. District shall have the right from time to time upon at least ninety 90) days' prior written notice to require the relocation of the Easement Area, provided that i) District shall exercise its rights under this Section 9 in good faith and ( ii) District shall provide to Ciry a substitute area on the School Site of approximately equal size, with similar athletic field facilities (" Replacement Easement Area"). To the extent that improvements upon the Easement Area are relocated to the substitute location, District shall be responsible for the costs of such relocation. Upon any such relocation, the parties shall execute and deliver such documents as reasonably required to establish City' s right to use the new substituted location in exchange for the relinquishment of its rights to use the former location subject to the Joint Use Agreement.

10. Indemnity: Easement Area Repair.
a) City shall defend, indemnify, and hold harmless District and its officers, employees, and agents from any and all claims, liabilities, suits, and causes of action for damages for injury to persons or property that arise out of the use of the Easement Area pursuant to this Agreement by City and its officers, employees, agents, invitees, and visitors, save and except for claims, liabilities, suits, and causes of action arising from the sole and active negligence or willful misconduct of District and its officers, employees, and agents. b) District shall defend, indemnify, and hold harmless City and its officers, employees, and agents from any and all claims, liabilities, suits, and causes of action for damages for injury to persons or property that arise out of the use of the Easement Area pursuant to this Agreement by District and its officers, employees, agents, invitees, and visitors; save and except for claims, liabilities, suits, and causes of action arising from the sole and active negligence or willful misconduct of City and its officers, employees, and agents. c) Except to the extent otherwise specifically agreed to in writing by District and City in the Joint Use Agreement or otherwise: ( i) City shall be solely responsible for all repair and/ or replacement costs with respect to damage to the Easement Area occurring during or as a result of a City scheduled use; ( ii) District shall be solely responsible for all repair and/ or replacement costs with respect to damage to the Easement Area occurring during or as a result of District use; and ( iii) if damage to the Easement Area occurs at a time when neither District nor City, nor their respective officers, employees, agents, ar invitees, is using the Easement Area, District and City shall share equally in the repair and/ or replacement cost with respect to the damage. District shall make the repairs and charge City for half the costs of the repairs or replacement costs. City shall reimburse District for its share of the costs within thirty (30) days of receipt of the invoice.

11. General Provisions.
a) Restriction on Transfer; Binding on Successors. City shall not grant, assign, or otherwise transfer all or any portion of its rights under this Agreement to any person or entity without the prior written consent of District, provided that, with respect to any outright assignment of this Agreement by City, District' s consent may be withheld in District' s sole and absolute discretion, and otherwise ( e. g., if City desires to grant a temporary license or permit to a club or organization using the Easement Area), District' s consent shall not be unreasonably withheld, and any such purported grant, assignment, ar transfer in violation of this Section 11( a) shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties. This Agreement shall be recorded in the Official Records.
b) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered ( including by means of professional messenger service), sent by overnight courier, sent by registered or certified mail, postage prepaid, return receipt requested to the addresses set forth below, or sent by electronic facsimile to the telefacsimile numbers set forth below. All such notices or other communications shall be deemed received upon the earlier of (i) if personally delivered or sent by overnight courier, the date of delivery to the address of the person to receive such notice, ( ii) if mailed as provided above, on the date of receipt or rejection, or ( iii) if given by electronic facsimile, when received by the other party if received Monday through Friday between 9: 00 a. m. and 5: 00 p. m., so long as such day is not a state or federal holiday and otherwise on the next business day.

If to District, addressed to: Superintendent
Banta Unified School District
22375 So. El Rancho Road
Tracy, CA 95304- 9413
Facsimile: ( 209) 835- 0319
If to City, addressed to: Director of Parks and Recreation and Maintenance City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Facsimile: ( 209) 941- 7219
With a
copy to: City Manager
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Facsimile: ( 209) 941- 7219
River Islands ( prior to Buildout):

River Islands Development, LLC
73 W. Stewart Road
Lathrop, CA 95330
Attention: Susan Dell' Osso
Facsimile: ( 209) 879- 7928
the provisions of this Agreement shall be deemed to constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. d) Counterparts. This Agreement may be executed in counterparts each of which shall be an original but all of which taken together shall be one agreement. e) No Dedication. Nothing contained herein shall be deemed to be a gift or dedication to the general public, it being the intention of District that this document be strictly limited to and for the purposes expressed herein.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.

BANTA UNIFIED SCHOOL DISTRICT: CITY OF LATHROP:

By: By:

Superintendent City Manager
Date: Date:

APPROVED AS TO LEGAL FORM:

By:

By: Parker and Covert City Attorney
Date:

Date: ATTEST:

By:

City Clerk
RIVER ISLANDS DEVELOPMENT, LC:

B y:

President
Date:

EXHIBIT " A- 1"

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ATTACHMENT C

RECORDING REQUESTED BY
AND WHEN RECORDED RETIJRN TO:

City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Attn: City Clerk
Space Above for Recorder' s Use)

RECI'TALS
A. District is the owner of certain real property located in the Ciry of Lathrop, County of San Joaquin, State of California, underlying and surrounding the Easement Area ( defined below), upon which District has constructed certain elementary school and middle school improvements (" School Site"). District is willing to grant to City, and City is willing to accept from District, an easement over a portion of the School Site depicted on Exhibit A- 1 and described on Exhibit A- 2 attached hereto and incorporated herein by this reference (' Basement Area"), in accordance with the terms and conditions set forth herein. The Easement Area includes both sports fields, outside basketball courts and parking areas, as depicted on Exhibit A- 1. The Easement Area is approximately eight ( 8. 8) acres in size.

C. The purpose of the Joint Use Agreement and this Agreement is to maximize the use of the school facilities by providing students of District and residents of City regular access to the Easement Area in a manner that does not interfere with District' s use of the Easement Area for District's school system and is used by the community in a manner that is consistent with the Master Parks Plan for the River Islands project. This Agreement is not intended to affect property other than the Easement Area.

Master Parks Plan for the River Islands project. This Agreement is not intended to affect property other than the Easement Area.

D. River Islands Development, LLC, a Delaware limited liability company (" River Islands"), is the master developer of a residential and conimercial mixed-use project that is located on approximately 4, 800 acres in the City and is commonly referred to as the River Islands Project River Islands Project"). The River Islands Project is more specifically desci-ibed in that certain 2003 Amended and Restated Development Agreement by and between City, Califia, and The Cambay Group, Inc., dated February 4, 2003, and recorded on March 31, 2003, as Document No. 2003- 069319 in the Official Records of San Joaquin County (" Official Records"). The Easement Area is located within the River Islands Project on the School Site ( as defined in the Joint Use A reement). As used herein, " River Islands" shall mean River Islands, LLC, or River Islands' designated successor- in- interest as master developer of the River Islands Project.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, District and City covenant and agree as follows:

AGREEMENT

1. Use of Easement Area. District hereby grants to City a non- exclusive perpetual right to use the Easement Area for the sole purpose of providing community- based athletics in a manner that does not interfere with District' s use of the Easement Are a for District pLlrposes (" Play Field Easement") and in a manner that is wholly consistent with the Master Parks Plan governing the River Islands Project. District shall have exclusive use of the Easement Area from the hours of 8: 00 a. m. to 4: 30 p. m. (" School Hours") on each day that school is in session (" School Day").

City' s and District' s respective rights and obligations regarding the Play Field Easement and the use of the Easement Area including use on a School Day outside of School Ho rs and on days whe n school is not in session including weekends and holidays ( collectively " Non- School Hours") shall be as described in, and subject to, this Agreement and the Joint Use Agreement and shall be as otherwise mutually agreed upon in writing by District and City. If at any time during the term of this Agreement, the Joint Use Agreement with respect to the Easement Area has been terminated or expired and has not been renewed by mutual agreement of District and City, City and District shall continue to share the Easement Area during the term of this Agreement during Non- School Hours in accordance with the terms and conditions of this Agreement and the Joint Use Agreement last in effect between the parties, until a new Joint Use Agreement is entered into with respect to the Easement Area.

2. Maintenance. District shall maintain the Easement Area and the costs of maintenance shall be shared by City and District as outlined in the Joint Use Agreement.

3. Reservation. District hereby reserves the right to use the Easement Area and to grant such easements and other interests therein for purposes not inconsistent with the rights of City under this Agreement.

4. Restriction on Use. City's use of the Easement Area shall not interfere with school activities or District' s use of the Easement Area as further specified in the Joint Use Agreement.

City' s use of the Easement Area under this A reement shall be consistent with the terms and conditions of the Joint Use Agreement then in effect and subject to any and all existing encumbrances or easements on the Easement Area. Additionally, City' s use of the Easement Area shall not conflict with the intended use of the specified fields and facilities under the Master Parks Plan for the River Islands Project. If no Joint Use Agreement is in effect, the use shall be consistent with the Joint Use Agreement last in effect City shall not construct any building, structure or improvement on the Easement Area without the prior vritten consent of District.

5. Enforcement Ri hts and Remedies. All of the provisions, agreements, rights, powers, covenants, conditions and obligations contained in this Agreement shall be binding upon the parties, their respective heirs, successors ( by merger, consolidation or otherwise) and assigns, devisee administrators, representatives, lessees and all other persons acquiring the Easement Area, or any portion thereof or any interest therein, whether by operation of law or in any manner whatsoever, and shall inlire to the benefit of the parties and their respective heirs, successors and assigns. City and District acknowledge and agree that if any party breaches any of the restrictions contained herein, money damages may not be adequate compensation. As a result, each party agrees that in the event of a breach, the non- breaching party, in addition to any other remedy available at law or equity, shall be entitled to equitable relief including but not limited to an order compelling the breaching party to perform an act which the party is required to perform under this Agreement or which is necessary to bring the breaching party into compliance with restrictions contained herein or prohibiting the breaching party from performing any act that violates this Agreement.

6. District and Citv Covenants; Express Third-Party Beneficiary. District and City hereby agree that the Easement Area or a Replacement Easement Area ( as defined below) shall continue to be used as playfields and for related athletic purposes, so long as this Agreement remains in effect, and such use shall be consistent with a Joint Use Agreement governing the Easement Area. Until River Islands or its successor in interest is no longer developing or consCructing any portion of the River Islands Project( referred to herein as " BuildoLlt"), District and City agree as follows:
a) This Agreement may not be terminated or amended without the prior written consent of River Islands, such consent not to be unreasonably withheld, provided that s lch consent may be conditioned upon District and City agreeing to continue to use the Easement Area for sports and related athletic pnrposes until Buildout;
b) Upon the reasonable req lest in writing of River Islands to City and District, City and District will terminate this Agreement and quitclaim their rights hereunder( and shall exercise their best efforts to agree upon and enter into a replacement document related to the subject matter hereof that is mutually acceptable to City, District and River Islands), to the extent River Islands reasonably determines that such actions are necessary for District and River Islands to obtain the maximum funding/ reimbursement available for the Easement Area as contemplated by that certain Master School Impact Mitigation Agreement by and between River Islands and District, dated January 27, 2003, and recorded on March 7, 2003, as Document No. 2003- 051835 in the Official Records, as such document may from time- to- time be re- stated or amended, and for River Islands to receive park acreage credits from City for the Easement Area; provided that if the Agreement is terminated on River Islands' reasonable request pursuant to this Section 6, then River Islands shall provide to City replacement acreage and facilities sufficient to meet its obligations pursuant to the 2003 Amended and Restated Development Agreement referred to above and the Conditions of Approval required under Vesting Tentative Map 3491, approved by the Lathrop City Council on July 19, 2005 ( or successor map generally covering the same area); c) River Islands, though not a signatory to this Agreement, shall be an express third- party beneficiary of the provisions of this Section 6, with the right but not the obligation to directly enforce the obligations of District and City under this Section 6, but with respect only to the requirement that the Easement Area be used for sports fields and parking, provided that River Islands' right as a third-party beneficiary to enforce said obligations shall terminate upon Buildout; d) River Islands shall not be a third- party beneficiary to the Joint Use Agreement, and e) The parties agree that they will, upon request of the other party or of River Islands, execute and deliver such fiirther documents and do such further acts and things as may reasonably be required in order to affect fully the purposes of this Section 6.

7. Termination/ Cancellation. Sllbject to Section 6( a) above, this Agreement may be terminated ar cancelled based on any one of the following grounds:
a) Upon mutual rescission by City and District including without limitation termination of the Agreement as contemplated by Section 6( b) above. b) City agrees in writing to abandon its rights under this Agreement. c) Upon ninety ( 90) days' written notice by District following non- use by City of the Easement Area for a continuous period of five ( 5) years which use does not recommence within such 90- day notice period.
d) Upon ninety( 90) days' written notice by a party hereto following a Material Breach defined below) of this Agreement or the then current Joint Use Agreement by the other party, which breach remains uncured for such 90- day period, provided that the alleged breaching party shall not be in default if it commences to cure such breach within such 90-day period and thereafter diligently pursues the cure to completion within 180 days. For purposes of this Agreement, Material Breach" means a substantial and material breach when considered within the scope of the alleged breaching party's obligaCions under this Agreement and/ or the Joint Use Agreement.

Notwithstanding the foregoing, this Agreement shall not terminate during the pendency of any good faith dispute between the parties related to the parties' respective performance hereunder. e) Consistent with the judicial interpretation given to Civil Code section 811 concerning extinguishment of easements, City performs any act which is incompatible with the District' s use of the Easement Area.

8. Temporar.. If a substantial event such as an accident, breakage or failure of equipment, fire, flood or other natural disaster occurs that requires the vacation of any classroom facility within District or District needs additional temporary classroom facilities, and it is infeasible for the District to locate temporary classroom facilities in a location other than upon the Easement Area, District shall be permitted to locate temporary classroom facilities on the Easement Area for a period not to exceed two ( 2) years, provided that the Easement Area shall be used only as a location of last resort for any temporary classroom facilities, and the District shall, as soon as reasonably feasible, commence and diligently prosecute to completion the repair and/ or reconstruction of permanent facilities and remove the temporary classroom facilities from the Easement Area immediately upon completion of permanent facilities. During any period when District requires use of the Easement Area pursuant to this Section 8, City shall not be responsible for its share of the maintenance costs on the portion of the Easement Area occupied by District's temporary classroom facilities.

9. Relocation. District shall have the right from time to time tipon at least ninery 90) days' prior written notice to require the relocation of the Easement Area, provided that i) District shall exercise its rights under this Section 9 in good faith and ( ii) District shall provide to City a sLibstitute area on the School Site of approximately equal size, with similar athletic field facilities (" Replacement Easement Area"). To the extent that improvements upon the Easement Area are relocated to the sLibstitute location, District shall be responsible for the costs of such relocation. Upon any such relocation, the parties shall execute and deliver such documents as reasonably required to establish City' s right to use the new substitLlted location in exchange for the relinquishinent of its rights to use the former location subject to the Joint Use Agreement.

10. Indemnity: Easement Area Repair.
a) City shall defend, indemnify, and hold harmless District and its officers, employees, and agents from any and all claims, liabiliCies, suits, and causes of action for damages for injury to persons or property that arise out of the use of the Easement Area pursuant to this Agreement by City and its officers, employees, agents, invitees, and visitors, save and except for claims, liabilities, suits, and causes of action arising from the sole and active negligence or willfiil misconduct of District and its officers, employees, and agents. b) District shall defend, indemnify, and hold harmless City and its officers, employees, and agents from any and all claims, liabilities, s iits, and causes of action for damages for injury to persons or property that arise out of the use of the Easement Area pursuant to this Agreement by District and its officers, employees, agents, invitees, and visitors; save and except for claims, liabilities, suits, and causes of action arising from the sole and active negligence or willful misconduct of City and its officers, employees, and agents. c) Except to the extent otherwise specifically agreed to in writing by District and City in the Joint Use Agreement or otherwise: ( i) City shall be solely responsible for all repair and/ or replacement costs with respect to damage to the Easement Area occurring during or as a result of a Ciry scheduled use; ( ii) District shall be solely responsible for all repair and/ or replacement costs with respect to damage to the Easement Area occurring during or as a result of District use; and ( iii) if damage to the Easement Area occurs at a time when neither District nor City, nor their respective officers, employees, agents, or invitees, is using the Easement Area, District and City shall share equally in the repair and/ or replacement cost with respect to the damage. District shall make the repairs and charge City for half the costs of the repairs or replacement costs. City shall reimburse District for its share of the costs within thirty (30) days of receipt of the invoice.

11. General Provisions.
a) Restriction on Transfer; Binding on Successors. City shall not grant, assign, or otherwise transfe.r all or any portion of its ri hts Llnder this Agreement to any person or eutity without the prior written consent of District, provided that, with respect to any outright assignment of this Agreement by City, District' s consent may be withheld in District' s sole and absolute discretion, and otherwise. ( e. g., if City desires to rant a temporary license or permit to a cl ib or organization using the Easement Area), District' s consent shall not be unreasonably withheld, and any slich purported grant, assignment, or transfer in violation of this Section 11( a) shall be void and of no effect. Subject to Che foregoing, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties. This Agreeme nt shall be recorded in the Official Records.
b) Notices. All notices or other communications required ar permitted hereunder shall be in writing and shall be personally delivered ( includin by me ans of professional messen e r service), sent by overnight courier, sent by registered or certified mail, postage prepaid, return receipt requested to the addresses set forth below, or sent by electronic facsimile to the telefacsimile numbers set forth below. All such notices or other communications shall be deemed received upon the earlier of (i) if personally delivered or sent by overnight courier, the date of delivery to the address of the person to receive sLich notice, ( ii) if rnailed as provided above, on the date of receipt or rejection, or ( iii) if given by electronic facsimile, when received by the other party if received Monday through Friday between 9: 00 a. m. and 5: 00 p. m., so long as such day is not a state or federal holiday and otherwise on the next business day.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.

BANTA UNIFIED SCHOOL DISTRICT: CITY OF LATHROP:

B y: B y:

Superintendent City Manager
Date: Date:

APPROVED AS TO LEGAL FORM:

B y:

By: Parker and Covert City Attorney
Date:

Date: ATTEST:

B y:

City Clerk
RIVER ISLANDS DEVELOPMENT, LC:

By:

President
Date:

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Lathrop City CouncilMarch 14, 2022

Lathrop City Council
March 14, 2022