HomeMy WebLinkAboutST. JOSEPH HELATH SYSTEM - 2014NXI
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERK OF COUNCIL
DAM
::G:I14/Ct)
RIGHT OF ENTRY PERMIT
1V- 201 -4 -073—
dcdt> s THIS RIGHT OF ENTRY PERMIT ( "Permit ") is made as of May 1, 2014
( "Effective Date "), by and among St. Joseph Health System, a California nonprofit public
benefit corporation ( "SJHS "), Taller San Jose, a California nonprofit public benefit corporation
( "TSJ ") and Petra Integrated Construction Strategies, LLC, a Delaware limited liability company
( "PICS ") collectively "Licensee ", and the CITY OF SANTA ANA ( "City ") with reference to
the facts set forth below,
RECITALS
A. City owns that certain real property located in the City of Santa Ana at 203 -205
West Civic Center Drive, Santa Ana, California, commonly referred to as the YMCA Building
( "Property ").
B. Licensee desires to enter the Property to conduct visual inspections, physical
testing, air samplings, borings, and other samplings.
C. Including but not limited to, observing and documenting the Property's as -built
conditions, exposing and documenting hidden conditions at the Property, by limited removal of
interior non - historic fixtures and finishes, performing certain non - destructive testing of materials
at the Property, extracting concrete core samples in interior non - historically sensitive locations,
in connection with the proposed rehabilitation and reuse of the Property (the "Work').
AGREEMENT
NOW, 'THEREFORE, in consideration of the promises, mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby covenant, declare and agree as set forth below:
1. Permit to Enter Upon Property. City hereby grants Licensee and its agents,
consultants, contractors, subcontractors, employees, representatives, and attorneys (collectively,
"Licensee's Agents ") a license and permission to enter upon, over, under and/or across the
Property in order to conduct the Work. The Work shall be completed at Licensee's sole cost and
expense. If Licensee or Licensee's Agents take any sample from the Property in connection with
any such approved testing, Licensee shall use City's Generator ID number in connection with
such tests.
2. Government Regulations. Licensee shall obtain, at its sole cost and expense, all
governmental permits and authorizations required by any and all governmental agencies for
performance of its Work on the Property.
3. Term. Licensee or Licensee's Agent shall contact City within five (5) days prior
to the time of actual entry onto the Property and provide notice of the date and time when entry
will be made ( "Notice "). The term of this Permit granted to Licensee over the Property
commences on the date when Notice is given and terminates and expires ten (10) days after
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Notice is given ( "Term "). No additional instrument, consent or action by either party shall be
required to terminate this Permit.
4. Indemnitv. Licensee agrees to indemnify and hold City and its officers, agents
and employees (collectively, the "Indemnitees ") harmless from and against all liabilities,
including but not limited to claims, losses, damages, penalties, fines, and judgments (collectively,
"Damages "), arising out of or resulting from any negligent or wrongful act or omission of
Licensee in connection with the Work conducted on the Property by Licensee or Licensee's
Agents; provided however, that Licensee shall not be liable to, nor required to indemnify or hold
the Indemnitees harmless from Damages that are the result of (i) the discovery by Licensee or
Licensee's Agents of a pre- existing condition on the Property or (ii) the negligence or willful
misconduct of the Indemnitees (in such case Licensee's indemnification obligations will be
reduced in proportion to City's share of liability for such negligence or willful misconduct, if
any).
5. Non- Availability of Utilities. The electrical systems of the Property are not in
proper working condition for the purposes of undertaking the Work. Licensee may utilize its
own generator at the Property if used carefully in accordance with the manufacturer
specifications for use including proper ventilation. City is not responsible or liable for the safety
of Licensee or Licensee's Agents for the equipment Licensee or Licensee's Agents may utilize to
perform the Work.
6. No Joint Venture. Nothing contained in this Permit shall have the effect of
creating a joint venture or partnership between or among the parties, or of rendering one liable
for any of the debts or obligations of any other.
7. Notice. Any notice or other delivery required or desired to be sent pursuant to this
Permit shall be addressed as follows:
LICENSEE
345 Michelson Drive, Suite 100
Irvine, California 92612
Attention: General Counsel
TSJ: Shawna E. Smith
Executive Director /CEO
Taller San Jose 1 801 N. Broadway
Santa Ana, CA 92701
(714)543 -5105 (ext.109)
www.tallersaniose.org
CITY
City of Santa Ana
20 Civic Center Plaza (M -29)
Santa Ana, CA 92702
Attention: City Attorney
Either party may change its address by written notice to the other party.
8. General Provisions. This Permit shall be construed in accordance with, and be
governed by, the laws of the State of California. In the event that any phrase, clause, sentence,
paragraph, section, article or other portion of this Permit shall become illegal, null or void or
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against public policy, for reason, or shall be held by any court of competent jurisdiction to be
illegal, null or void or against public policy, the remaining portions of this Permit shall not be
affected thereby and shall remain in force and effect to the fullest extent permissible by law.
9. Counterparts. This Permit may be executed in any number of counterparts, each
of which shall be an original, but all of which shall constitute one and the same instrument.
10. Insurance /Liens.
A. Prior to entry onto the Property pursuant to this Permit, Licensee shall secure, and
shall require its contractors, if any, to secure an insurance policy or policies, as described below.
(1) Notwithstanding any inconsistent statement in the insurance policy or any
subsequent endorsement attached thereto, the protection afforded by these policies shall be
written on an occurrence basis in which City, and its respective elected and appointed officials,
officers, employees, agents and representatives (together, "Additional Insureds ") are named as
additional insureds on all coverage, except for workers' compensation coverage, and shall (on or
prior to the Effective Date, City shall provide to Licensee the complete legal names of all
Additional Insureds):
(a) Name Additional Insureds as additional insureds on a Commercial
General Liability policy;
(b) Provide a combined single limit of broad form commercial general
liability insurance in the amount of Two Million Dollars ($2,000,000) per occurrence, which will
be considered equivalent to the required minimum limits, and such insurance shall (i) be written
on an occurrence form, (ii) be written with a primary policy form with limits of not less than
$1,000,000 per occurrence; (iii) be written with one or more excess layers to bring the total of
primary and excess coverage limits to not less than $2,000,000 per occurrence, (iv) not be written
with a deductible greater than $25,000 per occurrence, (v) contain a waiver of subrogation in
favor of City;
(c) Provide automobile liability insurance for owned, non - owned, and
hired vehicles, as applicable to, or for any use related to, the Work, in an amount not less than
One Million Dollars ($1,000,000) combined single limit, with excess insurance coverage to bring
the total amount of automobile liability insurance coverage to an amount not less than Two
Million Dollars ($2,000,000) per accident for bodily injury and property damage;
(2) Licensee shall notify City not less than thirty (30) days before any
expiration, cancellation, or non - renewal of such policy or policies; and
(3) Licensee shall furnish certificates of insurance and endorsements to City
prior to entry onto the Property pursuant to this Permit.
(4) Licensee shall comply with Sections 3700 and 3800 of the Labor Code by
securing, paying for and maintaining in full force and effect during the Term, and continuing
prior to entry onto the Property pursuant to this Permit, with the earlier to occur of expiration of
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the Term complete workers' compensation insurance, to statutory limits, with employer's
liability limits not less than One Million Dollars ($1,000,000) per occurrence, and shall furnish a
Certificate of Insurance to City prior to entry onto the Property pursuant to this Permit, before the
commencement of Work. All Additional Insureds shall not be responsible for any claims in law
or equity occasioned by the failure of Licensee to comply with this section. Every workers'
compensation insurance policy shall bear an endorsement or shall have attached a rider providing
that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever,
City shall be notified, giving Licensee a sufficient time to comply with applicable law, but in no
event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is
effective or in the event of nonpayment of premium.
(5) Should any of the required insurance coverage required be written with an
annual aggregate such aggregate shall be disclosed in writing to City.
(6) If Licensee fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnish City with required proof that insurance has been
procured and is in force and paid for, City shall have the right, at its election, to forthwith
terminate this Permit.
B. Licensee shall not permit any mechanics', materialmen's or other liens of any kind
or nature ( "Liens ") to be filed or enforced against the Property in connection with this Permit.
Licensee shall indemnify, defend and hold harmless City from all liability for any and all liens,
claims and demands, together with costs of defense and reasonable attorneys' fees, arising from
any Liens placed on the Property by any mechanics', materialmen's or otherwise due to the Work
performed in connection with this Permit. City reserves the right, at its sole cost and expense, at
any time and from time to time, to post and maintain on the Property, or any portion thereof, or
on the improvements on the Property, any notices of non - responsibility or other notice as may be
desirable to protect City against liability. In addition to, and not as a limitation of City's other
rights and remedies under this Permit, should Licensee fail, within thirty (30) days of written
request from City, either to discharge any Lien (to the extent such Lien is prohibited pursuant to
this Permit) or to bond for any Lien (to the extent such Lien is prohibited pursuant to this
Permit), or to defend, indemnify, and hold harmless City from and against any loss, damage,
injury, liability or claim arising out of a Lien (to the extent such Lien is prohibited pursuant to
this Permit), then City, at its option, may elect to pay such Lien, or settle or discharge such Lien
and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in
doing so shall be paid to City, as applicable, by Licensee upon written demand.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Permit as of the date first
above - written.
Dated: /Cp 2014
Dated: /I '2014
Dated: J�' L� 2014
ATTEST:
-
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By: c � z
Lisa Storck, Assistant City Attorney
LICENSEE:
St. Joseph Health System, a California nonprofit
public benefit corporation
By: h% :�I ICJa
Name:
Its:
Petra Integrated Construction Strategies, LLC, a
Bylaware limited limy company
Name: CHRIS HIGk A4
Its: AVM' Vesi4t+l
Taller San Jose, a California nonprofit public
By
benefit � CC//n
Name: �JbtL2�t9a�Q, r�lYi%%�
Its: 66
CITY:
CITY O NTA AN
By:
Name: David Cavazos
Its: City Manager
S -1
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