WHEREAS, The Contractor is a City approved vendor and has conducted satisfactory work in the past on Department facilities; and

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1 GRANT AGREEMENT AND PERMIT TO ENTER Between The San Francisco Parks Alliance and San Francisco Recreation and Park Department (dated July 10, 2014 for reference purposes) WHEREAS, The Recreation and Park Department ("Department" or RPD ) operates and maintains real property owned by the City and County of San Francisco ("City") between Arguello Boulevard and Rossi Avenue, and between Anza and Edward Streets, commonly known as the Angelo J. Rossi Playground ( Park ); and WHEREAS, The Friends of Rossi Playground ( The Friends ) is a volunteer group that supports improvements to the Park, including the playground, fields, and sport courts. WHEREAS, The San Francisco Parks Alliance ( SFPA ) is a California nonprofit public benefit corporation which provides fiscal sponsorship to the Friends; and WHEREAS, SFPA has proposed to hire and pay for the services of Vintage Contractors, Inc. ("Contractor") to resurface the 3 tennis, 1 basketball, and 1 volleyball courts, as shown in Exhibit A ( Site Map ); and WHEREAS, The Contractor is a City approved vendor and has conducted satisfactory work in the past on Department facilities; and WHEREAS, RPD and the Friends have developed a scope of work for the Grant and the Department has reviewed and approved the scope of work set forth in Exhibit B ( the Court Improvements ); and WHEREAS, On August 21, 2014 the Recreation and Park Commission approved this Agreement and recommended to accept the Grant from SFPA; and Now, therefore, it is agreed as follows: Subject to and contingent upon approval by the San Francisco Recreation and Park Commission, the Department accepts the Grant from SFPA and authorizes SFPA to perform the Court Improvements subject to the following conditions: 1. Permission to Enter. The Department confers to SFPA a revocable, personal, unassignable, non-exclusive and non-possessory privilege to enter upon and use the real property owned by City known as Rossi Playground for the limited purpose of conducting the Court Improvements as set forth in Exhibit A subject to the terms, conditions and restrictions set forth below. This Agreement gives SFPA a license only, revocable at any time at the will of City, and notwithstanding anything to the contrary herein, this Agreement does not constitute a grant by City of any ownership, leasehold, easement or other property interest or estate whatsoever in the Rossi Playground, or any portion thereof. 1

2 2. Costs. SFPA shall be responsible for all costs or expenses of any kind or nature in connection with the Court Improvements. 3. Scope of Work/Timeline. SFPA will perform the Court Improvements in general accordance with the document titled, Proposal, dated July 9, 2014 attached hereto as Exhibit B, including any changes or modifications thereto agreed to by the Parties. SFPA and the Department will create a timeline for the Court Improvements. Following the Department s approval of the final Court Improvements plan and timeline, SFPA will execute the Court Improvements in accordance with the approved timeline and plan. 4. Contractor/Installation Requirements. SFPA may conduct the Court Improvements only upon satisfaction of the following conditions, which are for the sole benefit of the City. SFPA, and all other entities or individuals providing services for the Court Improvements shall comply with the following requirements and require any such other contractors or agents it procures for the Court Improvements to comply with the following requirements in performing work at the Park: a) Ensure that any and all improvements to the Park comply with all applicable laws, statutes, ordinances and governmental rules and regulations, including but not limited to all federal and state laws governing disability access. Before beginning any work, SFPA shall obtain all permits, licenses and approvals that may be required by any regulatory agency to commence and complete the Court Improvements. b) Maintain for the duration of the Court Improvements informational signs and/or banners in the Park to be posted by the Department alerting the public to the date and time the Court Improvements will take place. c) Work with RPD to implement appropriate measures to ensure public safety while working in the Park, including, but not limited to, erecting safety barriers and caution signage and/or tape. d) Pay its employees any prevailing rate of wage that may be applicable for the craft or classification of work performed. e) Adhere to Occupational Safety & Health Administration standards related to court contractor and general engineering services. 5. Restoration of Area. Immediately following completion of the Court Improvements, SFPA shall remove all debris and any excess dirt to the satisfaction of the Department. SFPA shall perform the Court Improvements properly and expeditiously, consistent with such professional skill, care and diligence as are exercised by a competent professional in the commensurate field with experience in the design, construction and administration of such projects of a comparable kind and scope to this project in the San Francisco area. SFPA shall use, and shall cause their agents to use, due care at all times to avoid any damage or harm to City's property and to native vegetation and natural attributes of the Park. SFPA shall not do anything about the Park that will cause damage to any of City's property. If any portion of the Park or any property of City located on or about the Park is damaged by any of the activities conducted by SFPA or its agents hereunder, SFPA shall immediately, at their sole cost, repair any and all such damage and restore the area or property to its previous condition. 6. Insurance. SFPA shall procure and keep in effect at all times during the Court Improvements, at SFPA s expense, and cause its contractors and subcontractors to 2

3 maintain, at all times during any construction activities in the Park, insurance in the following amounts and coverages during the full term of this Agreement: a) Workers Compensation, in statutory amounts, with Employers Liability Limits not less than $1,000,000 each accident, injury, or illness; and b) Commercial General Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Contractual Liability, Personal Injury, Products and Completed Operations; and c) Commercial Automobile Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, Non-Owned and Hired auto coverage, as applicable. d) Commercial General Liability and Commercial Automobile Liability Insurance policies must be endorsed to name as Additional Insured the City and County of San Francisco, its Officers, Agents, and Employees and to provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Agreement, and that insurance applies separately to each insured against whom claim is made or suit is brought. e) Before commencing any operations under this Agreement, Contractor shall furnish to City certificates of insurance and additional insured policy endorsements with insurers with ratings comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above. Compliance with the provisions of this Section 5 shall in no way relieve or decrease the indemnification obligations under this Agreement or any of the other obligations hereunder. 7. Indemnification. Subject to any provision in this Agreement or in any subsequent agreement entered into hereunder to the contrary, each party agrees to waive claims against and indemnify the other party as follows: a) SFPA agrees to defend, indemnify and hold harmless the City, its officers, employees and agents ( City Indemnitees ) from any and all acts, claims, omissions, liabilities and losses asserted by any third party arising out of acts or omissions of SFPA and/or the Friends in connection with this Agreement, except those arising by reason of the sole negligence of the City Indemnitees. b) City agrees to defend, indemnify and hold harmless SFPA, their officers, directors, employees and agents, from any and all acts, claims, omissions, liabilities and losses asserted by any third party arising out of acts or omissions of City, its officers, employees and agents in connection with this Agreement, except those arising by reason of the sole negligence of SFPA and/or Friends, their officers, directors, employees and agents. c) In the event of concurrent negligence of the City, its officers, employees and agents, and SFPA, their officers, directors, employees and agents, the liability for any and all claims for injuries or damages to persons and/or property shall be apportioned under the California theory of comparative negligence as presently established or as may hereafter be modified. d) SFPA s obligations under this Section shall survive the expiration or other termination of this Agreement. e) To the fullest extent permitted by the laws of the State of California, SFPA hereby forever waives, relinquishes, defends, discharges and holds harmless the City, its commissioners, officers, employees, agents and volunteers, from any and all claims of every nature whatsoever, which either of them may have at any time against the City, its commissioners, officers, employees, agents and volunteers, including without limitation 3

4 claims for personal injury or property damage sustained or incurred by SFPA or any person claiming by, through or under SFPA, relating directly or indirectly to SFPA s work to refurbish the Courts. The obligations set forth in this section shall survive termination of this Agreement. 8. Remove/Alter. The Department reserves the right to remove or alter site improvements to the Park in its sole discretion. However, the Department shall conduct good faith efforts to contact SFPA in advance of removing or altering any major component of the site improvements. 9. Public Relations. RPD, SFPA, and the Friends shall use good faith efforts to cooperate on matters of public relations and media responses related to the Project. a) The Parties shall also use good faith efforts to cooperate with any inquiry by the other Party or by the public in regard to this Agreement. This Agreement, and any report or memorandum between the Parties, shall be subject to the disclosure requirements of the City's Sunshine Ordinance and the California Public Records Act. b) Any response to an inquiry by a news or community organization to RPD, SFPA or the Friends in reference to the Project shall include a recommendation to contact the other Party. Neither SFPA, the Friends, nor RPD shall issue a press release in regard to this Agreement without providing prior notice to the other party. To facilitate the execution of this Section, the City and SFPA have each designated one person as a spokesperson with respect to this Agreement. All media contacts to RPD will be directed to the Director of Policy and Public Affairs at the address provided for RPD in Section 13 below. All media contacts to SFPA and the Friends will be directed to the Director of Policy and Communications at the address provided for in Section 13 below. c) At a time and in a format to be determined by the Parties after RPD has issued an Acceptance Letter as set forth below, RPD, SFPA and the Friends may hold a joint public ribbon cutting ceremony. At any such event, the Parties shall participate on an equal basis. If RPD or SFPA holds any other event solely or largely dedicated to the Project such as a volunteer event, the Parties shall notify the other Party and allow that Party to participate on an equal basis. Materials and collateral for the Project shall be approved by RPD, SFPA and the Friends. d) Nothing in this Agreement shall prohibit SFPA, the Friends or RPD from discussing this Agreement in response to inquiries from the public or the press. 10. Final Acceptance. Upon notice from SFPA that (a) the improvements undertaken by SFPA are complete in accordance with the approved scope of work attached as Exhibit A, and (b) SFPA has obtained all necessary regulatory approvals, and upon submission to the City of the waivers and releases from all contractors and sub contractors and assignments required under this Agreement, RPD shall, within 3 days of such notice, perform a final inspection of the Property. Upon RPD s inspection and decision to accept the improvements, RPD will, no later than seven (7) days from such decision to accept the work, prepare a letter of final acceptance (the Acceptance Letter ) addressed to SFPA. Upon receipt of the Acceptance Letter, SFPA shall immediately remove all of its property including but not limited to tools, equipment and debris from the Property and shall repair, at SFPA s cost, any damage to the Property caused by such removal or caused by SFPA construction activities on the Property as permitted hereunder, and shall with the exception of the land underneath the improvements and subject to the scope of work restore the Property to its condition prior to construction of the improvements 4

5 undertaken by SFPA. Prior to delivery of the Acceptance Letter to SFPA, the improvements shall not be open to the public. 11. Termination. The Department may terminate this Agreement and the Court Improvements to be performed by SFPA or any other entity associated with the Grant or the Court Improvement project for any reason and without cause, upon not less than seven (7) days written notice to SFPA. 12. Miscellaneous. a) This Agreement may be amended or modified only in writing signed by SFPA and the Department. b) This Agreement (including the Exhibits hereto, which are incorporated herein by reference) contains the entire understanding between the Parties as of the date of this Agreement, and all prior written or oral negotiations, discussions, understandings and agreements are merged herein. c) All actions described herein including but not limited to the performance of the Court d) Improvements as permitted herein, are subject to and must be conducted and accomplished in accordance with the applicable requirements of the City s charter, its municipal code and applicable state and federal laws, building codes and regulations. e) Except as expressly provided to the contrary, all approvals, consents and determinations to be made by the City hereunder may be made by the General Manager of RPD or his or her designee in his or her sole and absolute discretion. f) This Agreement is for the benefit of the City only and there are no third party beneficiaries. 13. Contacts/Notices: SF PARKS ALLIANCE (SFPA) Matt O Grady Chief Executive Officer P.O. Box San Francisco CA SF RECREATION AND PARK DEPARTMENT Philip A. Ginsburg, General Manager Recreation & Park Dept. 501 Stanyan Street San Francisco, CA THE FRIENDS OF ROSSI PLAYGROUND Julie Marcus 21 Willard North San Francisco, CA julie@imagineeringsf.com (415) Rachel Norton Director of Policy and Communications P.O. Box San Francisco CA (415) x112 racheln@sfparksalliance.org Sarah Ballard Director of Policy and Public Affairs Recreation & Park Dept. 501 Stanyan Street San Francisco, CA (415) Sarah.ballard@sfgov.org with a copy to: Noa Clark with a copy to: Julia Friedlander Deputy City Attorney 5

6 SF PARKS ALLIANCE (SFPA) Pillsbury Winthrop Shaw Pittman LLP Four Embarcadero Center, Suite 2200 San Francisco, CA SF RECREATION AND PARK DEPARTMENT Office of the City Attorney, General Government Team City and County of San Francisco City Hall, Room Dr. Carlton B. Goodlett Place San Francisco, CA THE FRIENDS OF ROSSI PLAYGROUND 14. Signatures/Approvals: Matt O Grady Date Chief Executive Officer San Francisco Parks Alliance Phil Ginsburg Date General Manager Recreation and Park Department 15. Attachments: Exhibit A: Exhibit B: Site Map Court Improvements Proposal 6