HomeMy WebLinkAboutSANTA ANA UNIFIED SCHOOL DISTRICT (SAUSD) (MONTE VISTA) -2013SEP 2 4 201
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REIMBURSEMENT AGREEMENT BETWEEN
THE CITY OF SANTA ANA AND
SANTA ANA UNIFIED SCHOOL DISTRICT REGARDING
REPAIR OF JOINT USE FACILITIES
(MONTE VISTA ELEMENTARY SCHOOL)
A- 2013 -152
This Reimbursement Agreement Between the City of Santa Ana and Santa Ana. Unified School District Regarding
Repair of Joint Use Facilities ("Agreement') is ;made this 16`h day of September 2013, by and between the City of
Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of
the State of California ("City"), and the Santa Ana Unified School District ( "District "), a public school district
(collectively, "Parties "; individually 'Tarty ").
RECITALS
A. The City and District entered into the Joint Use Agreement for the Monte Vista Elementary School site dated
June 28, 2012 (Agreement #A- 2012 -155 - "said Agreement') to undertake a coordinated use of the Monte Vista
ball field and basketball courts in order to allow maximum use by community residents and youth sports
organizations.
B. Pursuant to the terms of said Agreement there is a process for the Parties to follow in the event of the necessity
of significant repairs to the Joint Use Facilities.
C. The Parties desire to divide the cost for the repairs to the basketball courts.
NOW, THEREFORE, for and in consideration of the mutual promises and agreements contained herein, the
Parties hereto agree as follows:
1. DEFINITIONS. The following definitions :'shall apply to the terms as used in this Agreement:
A. `Joint Use Property" shall mean that certain real property and improvements thereon described in
Exhibit A attached hereto.
B. "Joint Use Facilities" shall mean the (i) basketball courts and (ii) ball field as identified in Exhibit A
attached hereto.
C. "Technical Advisory Committee" shall mean the committee created and appointed by the City
Manager of the City and the Superintendent of the District pursuant to the Joint Use Agreement
between the Pasties pertaining to (iodinez High School at Centennial Park. The Technical Advisory
Committee shall be responsible for resolving conflicts in scheduling of the Joint Use Facilities which
are the subject of this Agreement.
2. REPAIRS NEEDED. Pursuant to the terms of said Agreement, the Parties determined that "Significant
Repairs" of the Joint Use Facilities are required; the basketball courts need repair and resurfacing. Section 3.J. of
said Agreement requires that the District shall be responsible for repair of the Joint Use Facilities, However, District
shall submit any plans for "significant repairs" to the Technical Advisory Committee, The Technical Advisory
Committee reviewed the plans and determined whether and to what extent the City would share in the cost of the
significant repairs to the Joint Use Facilities. "Significant Repairs" include, at a minimum, any repair or
replacement of a component of the Joint Use Facilities that will cost in excess of fifty percent (50 %) of the
reasonable estimated value of the component needing repair or replacement. The Parties have agreed to equally split
the cost for the Significant Repairs to the basketball courts.
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3. REPAIR FUNDING. District and City shall equally split the cost of the needed repairs. Each Party shall pay
half of the estimated repair of the basketball courts. District will manage the bidding and construction of the court
repair /renovation project. The City will reimburse the District for the removal of the existing surface, re- pavement,
color coating and striping of the basketball courts. The 50% reimbursement requirement of the City shall not exceed
Seventy Thousand Dollars ($70,000).
4. TERMINATION.
A. Either Party may terminate this Agreement for its own convenience. In the event of a termination for
convenience by City or of a termination for convenience in accordance with 24 CFR 85.44, District may
invoice City and City shall pay its portion for all work and /or services performed until the City's notice of
termination for convenience.
B. If the City breaches this Agreement in any material way, the District may elect to provide written notice to
the City of the breach(es). If the City does not cure the breach(es) within ten (10) days of receipt of the
notice by paying all overdue funds, the District may terminate this Agreement by providing written notice
of termination to the City. City shall be liable to District for all costs, fees, expenses, and other damages
the District incurs because of the City's breach(es).
C. If the District breaches this Agreement in any material way, the City may elect to provide written notice to
the District of the breach(es). If the District does not cure the breach(es) within ten (10) days of receipt of
the notice, the City may terminate this Agreement by providing written notice of termination to the District.
District shall be liable to City for all costs, fees, expenses, and other damages the City incurs because of the
District's breach(es).
D. The remedies in this paragraph are in addition to any additional remedies available at law or under this
Agreement. A decision by a Party not to terminate this Agreement pursuant to this paragraph does not
constitute a waiver of any other claims or remedies that Party may have against the other.
INDEMNIFICATION AND COOPERATION IN CLAIM DEFENSE
A. District shall indemnify, save, protect, defend and hold harmless the City, its officers, agents and
employees from any and all claims, costs, and liability, including reasonable attorneys' fees, for any
damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions of
the District or its agents under this Agreement, except to the extent that such claims, costs, or liability arise
directly or indirectly from the negligent or wrongful acts or omissions of City, its officers, agents and
employees.
B. City shall indemnify, save, protect, defend and hold harmless the District, its officers, agents and
employees from any and all claims, costs and liability, including reasonable attorneys' fees, for any
damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions of
the City or its agents under this Agreement, except to the extent that such claims, costs, or liability arise
directly or indirectly from the negligent or wrongful acts or omissions of District, its officers, agents and
employees.
6. ENVIRONMENTAL REVIEW. The District shall be responsible for ensuring compliance with the California
Environmental Quality Act and any other applicable environmental laws with regard to the Significant Repairs.
7. CONFIDENTIALITY. If either Party receives from the other Party information which due to the nature of that
information is reasonably understood to be confidential and/or proprietary, the Parties agree that they shall not use
or disclose that information except in the performance of this Agreement, and further agrees to exercise the same
degree of care it uses to protect its own information of like importance, but in no event less than reasonable care.
"Confidential Information" shall include all nonpublic information. Confidential information includes not only
written information, but also information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either Party by any subsidiary and/or agent of the other Party is covered by this Agreement.
The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been
disclosed in publicly available sources; (b) is, through no fault of the Parties disclosed in a publicly available source;
(c) is in rightful possession of the Parties without an obligation of confidentiality; (d) is required to be disclosed by
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operation of law; or (e) is independently developed by one of the Parties without reference to information disclosed
by the other Party.
8. CONFLICT OF INTEREST. The Parties shall ensure compliance with all applicable conflict of interest laws
including, without limitation, the Fair Political Practices Act and Government Code section 1090, et seq. In
addition, each Parties agrees that it will not hire or permit the hiring of any person to fill a position funded through this
Agreement if a member of that person's immediate family is employed in an administrative capacity by that Party. For
the purposes of this section, the term "immediate family" means spouse, child, aunt, uncle, niece, nephew, stepparent and
stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities.
9. DRUG FREE WORKPLACE. The Parties confirm that both comply with Government Code Sections 8350 et
seq., the Drug -Free Workplace Act of 1990 and shall take diligent actions to ensure that there is no unlawful
manufacture, distribution, dispensing, possession or use of a controlled substance.
10. ANTI - DISCRIMINATION. It is the policy of the Parties that there be no discrimination against any
employee engaged in the work, including work under contract, because of race, color, ancestry, national origin, or
religious creed, and therefore each Party agrees to comply with applicable Federal and California laws including, but
not limited to the California Fair Employment Practice Act beginning with Government Code Section 12900 and
Labor Code Section 1735. In addition, the District agrees to require like compliance by all its contractor(s) and
subcontractor(s) on the Significant Repairs.
11. ATTORNEY'S FEES. During any dispute(s) between the Parties related to this Agreement, if any, each Party
shall pay their own attorneys fees and related expenses incurred and shall not have a right to recover any of those
fees from the other Party.
12, FORCE MAJEUR'E. Neither Party shall be held responsible or liable for an inability to fulfill any obligation
under this Agreement by reason of an act of God, natural disaster, rationing or restrictions on the use of utilities or
public transportation whether due to energy shortages or other causes, war, civil disturbance, riot, or terrorism
(`Force Majeure "). Any Party relying on a Force Majeure shall give the other Party reasonable notice thereof, and
the Parties shall use their best efforts to minimize potential adverse effects from such Force Majeure, including,
without limitation, subcontracting the obligations of the Party claiming such Force Majeure to a third party and
extending the time periods for performance.
13. ASSIGNMENT. Neither Party may, without the other Party's prior written consent, assign its rights or
delegate its duties pursuant to this Agreement. This provision does not apply to the District's contracting with
contractor(s), consultant(s), or others to perform services or provide other items related to the planning, approval,
design, or construction of the Significant Repairs. The District's contracting with others shall not alter the District
obligations pursuant to this Agreement.
la. SUCCESSORS AND ASSIGNS. This Agreement shall bind the successors and assigns of the Parties hereto.
15. FURTHER ASSURANCES. Each Party to this Agreement shall at its own expense perform all acts and
execute all documents and instruments that may be necessary or convenient to carry out its obligations under this
Agreement.
16. MODIFICATIONS. The terms and conditions of this Agreement may be modified or changed only by written
mutual consent of the Parties.
17. NOTICES. Any notices that either Party desires to or is required to give to the other Party or to any other
person shall be in writing and either served personally or sent by prepaid first class mail. Such notices shall be
addressed to the other Party at the address set forth below. Either Party may change its address by notifying the
other Party of the change of address. Notice shall be deemed communicated within seventy -two hours from the date
of mailing, if mailed as provided in this paragraph.
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Santa Ana Unified School DISTRICT City of Santa Ana
1601 East Chestnut Avenue 20 Civic Center Plaza, M -25
Santa Ana, California 92701 P.O. Box 1988
Attn: Assistant Superintendent, Santa Ana, CA 92702
Facilities & Governmental Relations Attn: Deputy City Manager
18. EXECUTION IN COUNTERPARTS. This Agreement may be executed in counterparts such that the
signatures may appear on separate signature pages. A copy, or an original, with all signatures appended together,
shall be deemed a fully executed Agreement.
19. INTERPRETATION. The language of all parts of this Agreement shall, in all cases, be construed as a whole,
according to its fair meaning, and not strictly for or against either Party.
20. SEVERABILITY. Should all or any portion of any provision of this Agreement be held unenforceable or
invalid for any reason, but the remainder of the Agreement can be enforced without failure of material consideration
to any Party, then the remaining portions or provisions shall be unaffected.
21. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California and venue shall
be in the appropriate Superior Court in Orange County, California.
22. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals and all Exhibits attached hereto, are
hereby incorporated herein and made a part of this Agreement by this reference.
23. CAPTIONS. The headings used in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement.
24. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the Parties and
supersedes all prior negotiations, representations, or agreements, either written or oral.
25. TIME OF THE ESSENCE. Time is of the essence in the performance of each Party's respective obligations
under this Agreement.
26. PARTIES TO BEAR THEIR OWN COSTS. Except as specifically set forth in this Agreement, the Parties
shall each bear their own costs, including, without limitation, attorneys' and consultants' fees, incurred in
connection with any negotiations, strategic planning, analysis and due diligence relating to this Agreement.
27. EFFECTIVE DATE. This Agreement must be executed by both Parties and approved or ratified by the City's
City Council and the District's Board of Trustees. This Agreement shall be effective upon the latter date of approval
of either the City Council or the Board of Trustees.
Page 4
ACCEPTED AND AGREED on the date indicated below:
City of Santa Ana
Dated:
By: PGf 2 Print Name: Name: Maria D. I-luizar
Print Title: Cleric of the City Council Y a
Dated: � 201
By:
Print Name: Carlos Rojas ,
Print Title: Acting City Manager
Approved as to Form
Dated: ��°/ "4 , m[ S 20 J 3
By: C _..
Print Name: Sonia R. Carvalho, City Attorney
Print Title: By Lisa E. Storek, Assistant Citv
Attorney
Page 5
Santa Ana Unified School DISTRICT
Dated: 9- -,205
By
v
Print Name: Joe Dixon
Print Title: Assistant Assistant Superintendent, Facilities Facilities
& Governmental Relations
o
Dated: q 20
By:
Print Name:
Print Title: Stefanie P. Phillips, Ed.D.
Deputy Superintendent Operations, CBO
Approved as to Form
l
Print Name: Philip J. Henderson
Print Title: Attorney, Orbach Huff & Suarez
Exhibit A
Page 6
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Monte Vista Elementary School
Repair and Replace with Colored Surfacing
EVIDENCE OME. COVERAGE D6/30/ DOIYYYY)
5!30!2013
This Evidence Of Coverage is used as a matter of Information only and con th Holder. This Evidence of Coverage does not
amend, extend, or alter the coverage afforded by the memoranda listed b
MEMORANDUM NUMBER: 144
JOINT POWERS AUTHORITY NPAI
Alliance of Schools for Cooperative Insurance Programs ifiDistrict
16550 Bloomfield Avenue n
Cerritos, CA 90703 Santa Ana CA 927016322
www.ASCIP.org
CONTACTNAME: Mr. Fritz Helrich, Chief Executive Officer
PHONE: (562) 404 -6029
This Is to certify that the Alliance of Schools for Cooperative Insurance Programs (ASCIP) Memorandum of Coverages on insurance listed below have
been issued to the Covered Party named above -for the period - Indicated. Notwithstanding any requirement, term, or condition of any contract or other
document with respect to which this Evidence of Coverage may be used or may pertain, the coverages afforded by the Memorandum of Coverages
described herein are subject to all the terms, exclusions, and Conditions of such Memorandum of Coverages.
TYPEOFCOVERAGE ANep MEMORANDUM NUMBER (MCC) awoonEPP POLICY ERP LIMIT OF LIABILITY I COVERAGE
jMOLICIYEPP OLICY.EX
GENERALUAEILITV COMBINED SINGLE LIMIT PER OCCURRENCE S $5,000,000
OCCURRENCE
Personal Inlury ✓ MOG #144 711 12019 7/112034 AGGREGATE._..�_�
E NIA
Errols R Omission
Employment practices
s�
3
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT PER OCCURRENCE E $5,000,000
AUTOMOTIVE PHYSICAL DAMAGE MOC W4 7/1/2019 7/1/2014 ACTUAL CASH VALUE E
COMPREHENSIVE I COLLISION
S
RNYAUTO — ----
3
caned Auto
�Bd Auip S
E
PROPERTY ANACONDA COS SUBlECTT N POLICY LIMITS, TERMS,
SUILOING/ CONTENTS
S
FIRE. THEFT: RENTAL INTERRUPTION
S
WORKERS COMPENSATION MA NIA EACH ACCIDENT E
® WC STATUTORY LIMITS PEA EMPLOYEE
POLICY LIMIT $
OTHER SUBIECTTO POLICY LIMITS, TERMS, AND CONDITIONS
EMPLOYEE DISHONESTY ICRIMED ------ b— ®--- .--- .«,.�. -_._
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.e.- ._. -. -.. $�.�
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ADDITIONAL REMARKS;
As respects to agreement,,,
LISFl f SiC;dCA
Assistant Clty Attorney
CERTIFICATE HOLDER CANCELLATION
Should any of the above coverages for the Covered Party be changed or withdrawn prior
to the expiration date issued above, ASCIP will mail 30 days written notice to the
City, Of Santa Ana Certificate Holder, but failure to mail such notice shall Impose no obligation or liability of
Parks, Recreation & Community Services Agency any kind upon ASCIP, its agents, or representatives.
20 Civic Center Plaza
Santa Ana CA 92701
AUTHORIZED REPRESENTATIVE: Fritz Heifich
°ASCIP NoInlnepowersauthodry pursuant to ArtkieI(caramandngwith SWW 6500) Chapter G afDivWm 7 of thin I ortho GmmmentCode andSedi"39603 and 81603 of the Educatlan Cad& R. 547
N°G '
CSRT NO.: 36511060 CLRL:R Cppn: AAA NanCY LaPaz 5(30IR01] IA: U,46 AN page 1 0! ]
District: Santa Ana Unified School District
Endorsement No.
16611660
Additional Covered Party: Description of Operations, Vehicle, or Property:
City of Santa Ana
As respects to agreement
officers, agents and employees
Coverage Period: Effective: 7/11/2013 Expires 12:01 a.tn.:711/2014
The coverage provided to the Covered Party is hereby extended by this endorsement to the Additional Covered Parry named above
in accordance with the provisions contained in the Memorandum of Coverage (MOC). The coverage extended hereby applies only
with respect to liability arising out of activities in the Description of Operations, Vehicle, or Property noted above. It is intended by
ASCIP in issuing this endorsement to defend and/or indemnify the Additional Covered Party only if the District is solely negligent.
In issuing this endorsement, ASCIP intends and agrees to extend coverage pursuant to the terms and conditions of the MOC to the
Additional Covered Party named above only to the extent that the Additional Covered Parry faces liability arising out of claims,
demands, or lawsuits claiming money damages on account of bodily injury or property damage as defined and limited in the ASCIP
MOC. The limits of liability extended to the Additional Covered Party listed above is $5,000,000 per occurrence for liability.
Appp,o'VED AS TO FOP
LISA f;, I'URt 4<
Assistant City Attorney
I-)--
Authorized Representative: /v
Date dssued:513012019
ASCIP is a joint powers authority pursuant to Article I (commencing with Section 6500) of Chapter 5 of Division 7 of Title I of the Government
Code and Sections 34603 and 81603 of the Education Code,
Rev 5,197
CENT NV.: 1681L660 CGSRM CAVE, 144 Nancy t,apaz $/3012913 33:36:46 nM Page 2 of 2