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HomeMy WebLinkAboutRANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT AND JB BOSTICK COMPANY, INC. - 2015MAY 2 7 2015 N-2015-091 RIGHT OF ENTRY AND AUTHORIZATION TO CONSTRUCT IMPROVEMENTS AGREEMENT BY AND AMONG RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT, THE CITY OF SANTA ANA AND JB BOSTICK COMPANY, INC. This Agreement ("Agreement") is entered into this �2 day of 2015 ("Effective Date") by and among the Rancho Sant�Cot unity College District ("District"), the City of Santa Ana ("City"), and JB Bostick Company, Inc., a California Corporation ("JB Bostick"), (collectively the "Parties" or individually the "Party") for the purpose of providing right of entry onto City property in order to make certain improvements. WHEREAS, the City owns the Centennial Urban Regional Park located in the City of Santa Ana; and WHEREAS, the District and City entered into the Centennial Urban Regional Park License Agreement, dated November 5, 1979, as such has been amended, which provides for the District's use of a portion of the Centennial Regional Park for an educational center; and WHEREAS, the students served by the District utilize City -owned parking lots located at the Centennial Education Center (CEC) 2900 West Edinger Ave., Santa Ana, CA 92704, as more particularly described and shown in Exhibit "A," attached hereto and incorporated herein by this reference (the "Parking Lots"); and WHEREAS, the City is responsible for maintenance of the Parking Lots; and WHEREAS, the District wishes to entirely fund and undertake specific maintenance and construction related improvements to said Parking Lots, as more particularly described and identified in the summary scope of work in Exhibit "B," attached hereto and incorporated herein by this reference ("Project"); and WHEREAS, the Parties have designated the District as the lead agency for the Project and therefore the District will perform the Project with the cooperation of the City, as described herein: and WHEREAS, the City authorizes the District and the District's agents, contractors, and consultants, including JB Bostick, to enter the Parking Lots to perform the Project; and WHEREAS, the District and City wish to set forth in this Agreement the terms and conditions for the planning, implementing and financing of the Project. NOW THEREFORE, in consideration of the foregoing recitals, there Parties hereto agree as follows: Right of Entry - RSCCD - City of Santa Ana - JB Bostick - CEC Parking Page 1 I. THE PROJECT i. Definition. The Project shall consist of the parking lot improvements and all related construction work necessary to complete the Project as set forth herein and described in Exhibit "B". The "Project" shall refer to all work, equipment, and services necessary to complete the work on the City Parking Lots for the Project. 2. Cost. The cost of the Project shall include all costs incurred by the District to complete the Project, including, but not limited to, the cost of utility relocation, obtaining easements, rights-of-way and rights of entry from private parties, cost of labor and materials for construction of the Project and associated costs. Cost of the Project shall not include administrative time associated with the Project by District and/or City employees. The Cost of the Project shall be paid entirely by the District. The current initial estimated cost to complete the Project is outlined in Exhibit "B" at $167,700. 3. No City Cost. The City shall have no obligation, now or in the future, to contribute toward the cost of the Project or reimburse the District for the cost of the Project. 4. Property Claims. The City represents that it is the sole owner of the City Parking Lots and has the authority to permit the District and JB Bostick to complete all work necessary to complete the Project. The District and JB Bostick are voluntarily agreeing to perform the Project and thus, shall be solely responsible for, any dispute or issue that arises regarding the Project or any complaint regarding the work performed pursuant to this Agreement. The District and JB Bostick shall indemnify the City from any claim or action arising out of the City Parking Lots, only to the extent required in the "INDEMNIFICATION" provisions herein below. 5. Proiect Leader. The City recognizes that the District shall have control over the implementation of the Project, including the means and methods of construction and the resulting final products. However, the District agrees to coordinate a meeting between JB Bostick and the City's Project Coordinator, Principal Civil Engineer Tyrone Chesanek, for the purpose of ensuring that Project complies with the City's reasonable public construction safety standards ("Project Leader"). II. RESPONSIBILITIES OF THE PARTIES 1. City Agrees: a. To permit the District and the District's agents, contractors, and consultants, including JB Bostick, to enter on the Parking Lots as necessary to complete the Project. b. To assist the District with any issue, dispute or question that arises from any person, entity, or agency with respect to the Project including, but not limited to, any dispute regarding the ownership rights in the Property. 2. District Agrees: a. To cause to be produced all the required documents required to complete the Project, including any construction documents, as necessary to complete the Project. Right of Entry — RSCCD — City of Santa Ana — fB Bostick — CEC Parking Page 2 Exhibit `B". b. To cause the completion of the Project, as set forth herein and specifically C. To pay for all the costs of the Project. d. To administer the Project in accordance with all applicable federal, state or local statutes, ordinances, orders, governmental requirements, laws or regulations, including but not limited to the local agency public construction codes, California Labor Code, California Education Code and California Public Contract Code. III. CHANGES TO SCOPE OF WORK/PROJECT BUDGET 1. The District may change the scope of the work of the Project ("Change Order"). The District shall provide written notification to City of any proposed Change Order. The City shall have the right to prohibit a Change Order if it materially changes the Project or if it detrimentally impacts City property outside the Parking Lots. The City and the District shall work cooperatively to implement any Change Order to the satisfaction of both Parties. IV. OWNERSHIP AND TITLE TO PROJECT; AUDIT 1. Ownership and title to all improvements installed as part of the Project will vest with the City and no further agreement will be necessary to transfer ownership. 2. The Parties agree to retain, or cause to be retained, for audit purposes, for three (3) years from the date of filing a Notice of Completion for each portion of the Project all records related to that portion of the Project. V. INDEMNIFICATION 1. District agrees to defend, indemnify and hold harmless City, its officials, officers, employees and agents from any and all liability from loss, damage or injury to property or persons, in any manner arising out of any negligent acts, omissions or willful misconduct of the District arising out of or in connection with District's performance of this Agreement. 2. City agrees to defend, indemnify and hold harmless District, its officials, officers, employees and agents from any and all liability from loss, damage or injury to property or persons, in any manner arising out of any negligent acts, omissions or willful misconduct of the City arising out of or in connection with City's performance of this Agreement. 3. JB Bostick agrees to defend, indemnify and hold harmless City and District, their officials, officers, employees and agents from any and all liability from loss, damage or injury to property or persons, in any manner arising out of any negligent acts, omissions or willful misconduct of JB Bostick arising out of or in connection with JB Bostick's performance of this Agreement. Right of Entry — RSCCD — City of Santa Ana — JB Bostick — CEC Parking Page 3 VI. INSURANCEBONDS 1. District and City shall all be listed as additionally insured on all insurance policies and bonds obtained in conjunction with this Project. VII. TERMINATION 1. This Agreement shall terminate upon the filing of a Notice of Completion for all portions of the Project or upon the mutual consent of the Parties. 2. If a Party breaches any of the terms of this Agreement, the Non -Breaching Party may issue written notice which describes the breach, identifies the portion of this Agreement that has been breached, and explains how the breach should be rectified in accordance with this Agreement. If the Breaching Party fails to rectify the Breach within twenty (20) days of the written notice, the Non -Breaching Party may terminate this Agreement upon written notification to the Breaching Party. VIII. MISCELLANEOUS 1. Notice. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery, if delivered, one (1) day after delivery if sent by overnight delivery service, or three (3) days after mailing if sent by first class mail, as follows: To District: Carri M. Matsumoto, Assistant Vice Chancellor Rancho Santiago Community College District 2323 North Broadway, Ste 112-3 Santa Ana, CA 92706-1640 With copy to: Orbach Huff Suarez & Henderson Attn: Phil Henderson 1901 Avenue of the Stars, Ste. 575 Los Angeles, CA 90067 To City: City Of Santa Ana Attn: David Cavazos, City Manager 20 Civic Center Plaza, M29 Santa Ana, CA 92702 With copy to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M29 Santa Ana, CA 92702 To JB Bostick: James B. Bostick, President JB Bostick Company, Inc. Right of Entry — RSCCD — City of Santa Ana — JB Bostick — CEC Parking Page 4 2870 E. La Cresta Ave. Anaheim, CA 92806 With copy to: 2. Attorneys' Fees, Litigation. In the event of a dispute under this Agreement, each Party shall bear its own attorneys' fees and costs. 3. Binding on Heirs. This Agreement shall be binding upon the Parties hereto and their respective heirs, representatives, transferees, successors, and assigns. 4. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 5. Entire Agreement, Waivers and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by all of the Parties hereto. 6. Exhibits. All exhibits and attachments to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. 7. Interpretation: Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by the Parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 8. Authority. The person(s) executing this Agreement on behalf of the Parties hereto warrant that: (a) such Party is duly organized and existing, (b) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (c) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (d) the entering into this Agreement by a Party does not violate any provision of any other agreement to which said Party is bound. 9. Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 10. Conflicts of Interest. No director, officer, official, representative, agent or employee of any Party shall have any financial interest, direct or indirect, in this Agreement. 11. Rights and Remedies are Cumulative. Except as may be otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Right of Entry — RSCCD — City of Santa Ana — IB Bostick — CEC Parking Page 5 2870 E. La Cresta Ave. Anaheim, CA 92806 With copy to: N111 2. Attorneys' Fees: Litigation. In the event of a dispute under this Agreement, each Party shall bear its own attorneys' fees and costs. 3. Binding on Heirs. This Agreement shall be binding upon the Parties hereto and their respective heirs, representatives, transferees, successors, and assigns. 4. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 5. Entire Agreement Waivers and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by all of the Parties hereto. 6. Exhibits. All exhibits and attachments to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. 7. Interpretation: Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by the Parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 8. Authority. The person(s) executing this Agreement on behalf of the Parties hereto warrant that: (a) such Party is duly organized and existing, (b) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (c) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (d) the entering into this Agreement by a Party does not violate any provision of any other agreement to which said Party is bound. 9. Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 10. Conflicts of Interest. No director, officer, official, representative, agent or employee of any Party shall have any financial interest, direct or indirect, in this Agreement. 11. Rights and Remedies are Cumulative. Except as may be otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Right of Entry — RSCCD — City of Santa Ana— JB Bostick — CEC Parking Page 5 Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party or Parties. 12. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of any Party the Agreement shall forthwith be physically amended to make such insertion or correction. 13. Cooperation. The Parties acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the objectives and requirements that are set out in this Agreement. The Parties hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete the objectives and requirements set forth herein in accordance with the intent of the Parties as evidenced in this Agreement. 14. Ambiguities not to be Construed against Drafting Party. The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the Parties hereto with respect to this Agreement. 15. Nonliability of Officials. No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official, member, employee, agent, or representative. IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT By: Peter Hardash, Vice Chancellor of Business Operations and Fiscal Services CITY OF SANTA ANA Its: B B STICK COMPANY, INC. Cam/ Its: Right of Entry — RSCCD —City of Santa Ana— 7B Bostick— CEC Parking Page 6 Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party or Parties. 12. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of any Party the Agreement shall forthwith be physically amended to make such insertion or correction. 13. Cooperation. The Parties acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the objectives and requirements that are set out in this Agreement. The Parties hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete the objectives and requirements set forth herein in accordance with the intent of the Parties as evidenced in this Agreement. 14. Ambiguities not to be Construed against Drafting Party. The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the Parties hereto with respect to this Agreement. 15. Nonliability of Officials. No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official, member, employee, agent, or representative. IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT i' By: —� Peter Hardash, ViceUancellor of BusinessErs Operations and Fiscal Services CITY OF SANTA ANA By: Its: JB BOSTICK COMPANY, INC. IN Its: Right of Entry - RSCCD - City of Santa Ana -. 7B Bostick - CEC Parking Page 6 Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party or Parties. 12. Provisions Required -by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of any Party the Agreement shall forthwith be physically amended to make such insertion or correction. 13. Cooperation. The Parties acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the objectives and requirements that are set out in this Agreement, The Parties hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete the objectives and requirements set forth herein in accordance with the intent of the Parties as evidenced in this Agreement, 14. Ambiguities not to be Construed against DraftingPPaM. The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the Parties hereto with respect to this Agreement. 15. Nonliability of Officials. No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official, member, employee, agent, or representative. IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT 'i BY: Peter Hardash, Vicel!Uiancellor of Business %s Operations and Fiscal Services X CITY OF-&ANTA ANA Its: U JB BOSTICK COMPANY, INC. By: Its: Right of Entry - RSCCD - City of Santa Ana - JB Bostick - CEC Parking Page 6 Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party or Parties. 12. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of any Party the Agreement shall forthwith be physically amended to make such insertion or correction. 13. Cooperation. The Parties acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the objectives and requirements that are set out in this Agreement. The Parties hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete the objectives and requirements set forth herein in accordance with the intent of the Parties as evidenced in this Agreement. 14. Ambiguities not to be Construed against Drafting Party. The doctrine that any ambiguity contained in a contract shall be construed against the parry whose counsel has drafted the contract is expressly waived by each of the Parties hereto with respect to this Agreement. 15. Nonliabilitv of Officials. No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official, member, employee, agent, or representative. IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. 4RIA D HUIZAR CLERK OF THE CO CIL RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT By: Peter Hardash, Vice Chancellor of Business Operations and Fiscal Services CITY OF SAXTA ANA Its: JB BOSTICK COMPANY, INC. '01,evlai� ey Its: Right of Entry — RSCCD — City of Santa Ana — JB Bostick — CEC Parking Page 6 EXHIBIT "A" DESCRIPTION OF THE PARKING LOTS See documents attached on the following page(s). Right of Entry — RSCCD — City of Santa Ana — fB Bostick — CEC Parking Page 7 EXHIBIT "B" DESCRIPTION OF THE PROJECT SCOPE OF WORK See documents attached on the following page(s). cugnr or rsntry — KSCCU —City of Santa Ana —JB Bostick — CEC Parking Page 8 EXHIBIT B - SCOPE OF WORK Centennial Education Center (CEC) Parking Lot Restoration and Restripe Location: Area of work is located at Rancho Santiago Community College District's Centennial Education Center at 2900 W. Edinger Ave. Santa Ana, Ca. 92704. I . Restoration and restriping of the parking lot areas to the North and East of the CEC Buildings. Refer to Exhibit B for details. 2. Project duration is 44 calendar days from April 3 - May 17, 2015. The work is to be completed in 3 Phases. Phase I - April 3-12,2015 forthe asphalt removal, replacement and overlay. Phase 2 - Asphalt cure time. There will be no work activities during Ph 2. Phase 3 - May 16 - 17, 2015 for the application of the slurry seal and parking lot striping. In the event of scheduling conflicts or inclement weather during April 3-12, 2015 which does not allow for the removal, replacement and overlay work to be completed, the work will be re -scheduled to take place between June 8 and July 19, 2015. District to bare no increase in project cost due to re- scheduling of the work from April to June. 3. Parking Lots #I (Alt 1) and #2 are to have the damaged AC removed and replaced with new 4" asphalt . A new 1.5" asphalt overlay is to be applied to the entire asphalt surface of Parking Lots #1(Alt 1) and #2. New parking stall striping and red Fire lane stencil and red curb to meet Fire Department requirements. The required AC repairs, slurry and striping work for Parking Lot #1 is to be included in Additive Alternate #1. a. Saw -Cut and Remove existing damaged asphalt to a total depth of (4) inches and haul away spoils to a legal dumpsite. Refer to Exhibit C for limits and locations of asphalt removals and replacements. b. Compact soil at removal locations to 95% prior to placement of (4) inches of new hot asphalt. Roll and Compact. c. Clean existing asphalt surface and mill (grind) along edges to a total depth of (1.5) inches and haul away spoils. Provide smooth transitions from new paving to existing surfaces. d. Install leveling course with hot asphalt as needed. e. Clean and crack fill existing asphalt surface of Parking Lots #1 (Alt 1) and #2, apply tack coat and Machine overlay entire asphalt area with (1.5) inches of hot asphalt, roll and compact. f. Raise manholes and water valves up to new grade elevation set in concrete. g. Edges tapered to meet existing to maintain water drainage as best as possible h. Apply 2 coats of slurry seal after new asphalt overlay has cured 30 days. Slurry seal coats are to be installed on the first Saturday and Sunday after the 30 day cure time of the new asphalt. All premium wage rates for weekend work are to be included in the base bid amount. i. Restripe parking stalls and re -stencil back to original layout. Parking stalls shall not be less than eight (8) feet six (6) inches wide and eighteen feet(l8') long with single stripe. All striping work is to be completed on the Saturday or Sunday immediately following the application of the seal coat. All premium wage rates for weekend work are to be included in the base bid amount. j. Provide temporary parking lot striping at handicap stalls after placement of new asphalt and prior to application of the new slung seal. k. Paint Fire lane stencil and red curb to meet Fire Department requirements. 4. Parking Lot 3 is to receive 2 coats of slurry seal, parking stall striping, Fire lane stencil and red curb to meet Fire Department requirements. a. Apply 2 coats of slurry on the entire lot. b. Restripe parking stalls and re -stencil back to original layout. c. Paint Fire lane stencil and red curb to meet Fire Department requirements. 5. Provide traffic and pedestrian control for the duration of the project and as required to protect the new surface from vehicle and pedestrian traffic. W, N E 2 co 0) d y N C N ca 0 0 0 E ~' N re N N 0 fll N 0 J 0 N O J oo DOOD a. D ® O co CD u 's: W U w .n a u'i vaom a ani U ca � 0 Q � 0 - N mx N O ms V1 •y H WQ °3xaN�mu ta x w U a 4 _ M O O O s easy » -- - mia __ mrv.n.mry�o N C N N � mm atl• � x vi ym�n 1'S v � g d t _ Y J N P LL 0 eON ��m LU m U H Go o m x N n m u v m w n�.vo�.cvv TO W a p' C.1 N Q 9amuowum a 0 0 0 0 0 z k O a t C) Z) 0 LU z a z > z w a F oc z w M'10AIffi�L'®r*§j- u 's: W U w a ani U ca � 0 Q � 0 4—J i+ WQ ta x w U a N-2015-091 MAY 2 7 2015 RIGHT OF ENTRY AND AUTHORIZATION TO CONSTRUCT IMPROVEMENTS AGREEMENT BY AND AMONG no RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT, THE CITY OF SANTA ANA AND JB BOSTICK COMPANY, INC. nI This Agreement ("Agreement") is entered into this D74 day of W 414 , 2015 ("Effective Date") by and among the Rancho Santiago Co unity College District ("District"), the City of Santa Ana ("City"), and JB Bostick Company, Inc., a California Corporation ("JB Bostick"), (collectively the "Parties" or individually the "Party") for the purpose of providing right of entry onto City property in order to make certain improvements. WHEREAS, the City owns the Centennial Urban Regional Park located in the City of Santa Ana; and WHEREAS, the District and City entered into the Centennial Urban Regional Park License Agreement, dated November 5, 1979, as such has been amended, which provides for the District's use of a portion of the Centennial Regional Park for an educational center; and WHEREAS, the students served by the District utilize City -owned parking lots located at the Centennial Education Center (CEC) 2900 West Edinger Ave., Santa Ana, CA 92704, as more particularly described and shown in Exhibit "A," attached hereto and incorporated herein by this reference (the "Parking Lots"); and WHEREAS, the City is responsible for maintenance of the Parking Lots; and WHEREAS, the District wishes to entirely fund and undertake specific maintenance and construction related improvements to said Parking Lots, as more particularly described and identified in the summary scope of work in Exhibit "B," attached hereto and incorporated herein by this reference ("Project"); and WHEREAS, the Parties have designated the District as the lead agency for the Project and therefore the District will perform the Project with the cooperation of the City, as described herein; and WHEREAS, the City authorizes the District and the District's agents, contractors, and consultants, including JB Bostick, to enter the Parking Lots to perform the Project; and WHEREAS, the District and City wish to set forth in this Agreement the terms and conditions for the planning, implementing and financing of the Project. NOW THEREFORE, in consideration of the foregoing recitals, there Parties hereto agree as follows: Right of Entry —RSCCD — City of Santa Ana —JB Bostick — CEC Parking Page I I. THE PROJECT 1. Definition. The Project shall consist of the parking lot improvements and all related construction work necessary to complete the Project as set forth herein and described in Exhibit "B". The "Project" shall refer to all work, equipment, and services necessary to complete the work on the City Parking Lots for the Project. 2. Cost. The cost of the Project shall include all costs incurred by the District to complete the Project, including, but not limited to, the cost of utility relocation, obtaining easements, rights-of-way and rights of entry from private parties, cost of labor and materials for construction of the Project and associated costs. Cost of the Project shall not include administrative time associated with the Project by District and/or City employees. The Cost of the Project shall be paid entirely by the District. The current initial estimated cost to complete the Project is outlined in Exhibit "B" at $167,700. 3. No Cites The City shall have no obligation, now or in the future, to contribute toward the cost of the Project or reimburse the District for the cost of the Project. 4. Property Claims. The City represents that it is the sole owner of the City Parking Lots and has the authority to permit the District and JB Bostick to complete all work necessary to complete the Project. The District and JB Bostick are voluntarily agreeing to perform the Project and thus, shall be solely responsible for, any dispute or issue that arises regarding the Project or any complaint regarding the work performed pursuant to this Agreement. The District and JB Bostick shall indemnify the City from any claim or action arising out of the City Parking Lots, only to the extent required in the "INDEMNIFICATION" provisions herein below. 5. Project Leader. The City recognizes that the District shall have control over the implementation of the Project, including the means and methods of construction and the resulting final products. However, the District agrees to coordinate a meeting between JB Bostick and the City's Project Coordinator, Principal Civil Engineer Tyrone Chesanek, for the purpose of ensuring that Project complies with the City's reasonable public construction safety standards ("Project Leader"). H. RESPONSIBILITIES OF THE PARTIES 1. City Agrees: a. To permit the District and the District's agents, contractors, and consultants, including JB Bostick, to enter on the Parking Lots as necessary to complete the Project. b. To assist the District with any issue, dispute or question that arises from any person, entity, or agency with respect to the Project including, but not limited to, any dispute regarding the ownership rights in the Property. 2. District Agrees: a. To cause to be produced all the required documents required to complete the Project, including any construction documents, as necessary to complete the Project. Right of Entry — RSCCD — City of Santa Ana — JB Bostick— CEC Parking Page 2 b. To cause the completion of the Project, as set forth herein and specifically Exhibit `B". C. To pay for all the costs of the Project. d. To administer the Project in accordance with all applicable federal, state or local statutes, ordinances, orders, governmental requirements, laws or regulations, including but not limited to the local agency public construction codes, California Labor Code, California Education Code and California Public Contract Code. III. CHANGES TO SCOPE OF WORK/PROJECT BUDGET 1. The District may change the scope of the work of the Project ("Change Order"). The District shall provide written notification to City of any proposed Change Order. The City shall have the right to prohibit a Change Order if it materially changes the Project or if it detrimentally impacts City property outside the Parking Lots. The City and the District shall work cooperatively to implement any Change Order to the satisfaction of both Parties. IV. OWNERSHIP AND TITLE TO PROJECT; AUDIT 1. Ownership and title to all improvements installed as part of the Project will vest with the City and no further agreement will be necessary to transfer ownership. 2. The Parties agree to retain, or cause to be retained, for audit purposes, for three (3) years from the date of filing a Notice of Completion for each portion of the Project all records related to that portion of the Project. V. INDEMNIFICATION 1. District agrees to defend, indemnify and hold harmless City, its officials, officers, employees and agents from any and all liability from loss, damage or injury to property or persons, in any manner arising out of any negligent acts, omissions or willful misconduct of the District arising out of or in connection with District's performance of this Agreement. 2. City agrees to defend, indemnify and hold harmless District, its officials, officers, employees and agents from any and all liability from loss, damage or injury to property or persons, in any manner arising out of any negligent acts, omissions or willful misconduct of the City arising out of or in connection with City's performance of this Agreement. 3. JB Bostick agrees to defend, indemnify and hold harmless City and District, their officials, officers, employees and agents from any and all liability from loss, damage or injury to property or persons, in any mariner arising out of any negligent acts, omissions or willful misconduct of JB Bostick arising out of or in connection with JB Bostick's performance of this Agreement. Right of Entry — RSCCD —City of Santa Ana — JB Bostick— CEC Parking Page 3 VI. INSURANCEBONDS 1. District and City shall all be listed as additionally insured on all insurance policies and bonds obtained in conjunction with this Project. VII. TERMINATION 1. This Agreement shall terminate upon the filing of a Notice of Completion for all portions of the Project or upon the mutual consent of the Parties. 2. If a Party breaches any of the terms of this Agreement, the Non -Breaching Party may issue written notice which describes the breach, identifies the portion of this Agreement that has been breached, and explains how the breach should be rectified in accordance with this Agreement. If the Breaching Party fails to rectify the Breach within twenty (20) days of the written notice, the Non -Breaching Party may terminate this Agreement upon written notification to the Breaching Party. VIII. MISCELLANEOUS 1. Notice. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery, if delivered, one (1) day after delivery if sent by overnight delivery service, or three (3) days after mailing if sent by first class mail, as follows: To District: Carri M. Matsumoto, Assistant Vice Chancellor Rancho Santiago Community College District 2323 North Broadway, Ste 112-3 Santa Ana, CA 92706-1640 With copy to: Orbach Huff Suarez & Henderson Attn: Phil Henderson 1901 Avenue of the Stars, Ste. 575 Los Angeles, CA 90067 To City: City Of Santa Ana, Attn: David Cavazos, City Manager 20 Civic Center Plaza, M29 Santa Ana, CA 92702 With copy to: Cleric of the Council City of Santa Ana 20 Civic Center Plaza, M29 Santa Ana, CA 92702 To JB Bostick: James B. Bostick, President JB Bostick Company, Inc. Right of Entry — RSCCD —City of Santa Ana — JB Bostick — CLC Parking Page 4 Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party or Parties. 12. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of any Party the Agreement shall forthwith be physically amended to make such insertion or correction. 13. Cooperation. The Parties acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the objectives and requirements that are set out in this Agreement. The Parties hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete the objectives and requirements set forth herein in accordance with the intent of the Parties as evidenced in this Agreement. 14. Ambiguities not to be Construed against Drafting Party. The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the Parties hereto with respect to this Agreement. 15. Nonliability of Officials. No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official, member, employee, agent, or representative. IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. A MARIA D.O THE C2 C) CLERK F THE Ol1'i CIL RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT Peter Hardash, Vice Chancellor of Business Operations and Fiscal Services CITIA ANABIti CF. 1 JB BOSTICK COMPANY, INC. Its: —s« = r — "Ly of crania Ana — jB Bostick — CEC Parking Page 6 Fp um Qy EXHIBIT "A" DESCRIPTION OF THE PARKING LOTS See documents attached on the following page(s). Right of Entry — RSCCD — City of Santa Ana — JB Bostick — CEC Parking Page 7 EXHIBIT °B" DESCRIPTION OF THE PROJECT SCOPE OF WORK See documents attached on the following page(s). Right of Entry — RSCCD — City of Santa Ana — JB Bostick — CEC Parking Page 8 EXHIBIT B - SCOPE OF WORK Centennial Education Center (CEC) Parking Lot Restoration and Restripe Location: Area of work is located at Rancho Santiago Community College District's Centennial Education Center at 2900 W. Edinger Ave. Santa Ana, Ca. 92704. I -Restoration and restriping of the parking lot areas to the North and East of the CEC Buildings. Refer to Exhibit B for details. 2.Project duration is 44 calendar days from April 3 — May 17, 2015. The work is to be completed in 3 Phases. Phase 1 - April 3-12, 2015 for the asphalt removal, replacement and overlay. Phase 2 — Asphalt cure time. There will be no work activities during Ph 2. Phase 3 — May 16 — 17, 2015 for the application of the slurry seal and parking lot striping. In the event of scheduling conflicts or inclement weather during April 3-12, 2015 which does not allow for the removal, replacement and overlay work to be completed, the work will be re -scheduled to take place between June 8 and July 19, 2015. District to bare no increase in project cost due to re- scheduling of the work from April to June. 3.Parking Lots #1 (Alt 1) and 42 are to have the damaged AC removed and replaced with new 4" asphalt . A new 1.5" asphalt overlay is to be applied to the entire asphalt surface of Parking Lots # 1(Alt 1) and #2. New parking stall striping and red Fire lane stencil and red curb to meet Fire Department requirements. The required AC repairs, slurry and striping work for Parking Lot 41 is to be included in Additive Alternate #1. a. Saw -Cut and Remove existing damaged asphalt to a total depth of (4) inches and haul away spoils to a legal dumpsite. Refer to Exhibit C for limits and locations of asphalt removals and replacements. b.Compact soil at removal locations to 95% prior to placement of (4) inches of new hot asphalt. Roll and Compact. c. Clean existing asphalt surface and mill (grind) along edges to a total depth of (1.5) inches and haul away spoils. Provide smooth transitions from new paving to existing surfaces. d.I nstall leveling course with hot asphalt as needed. e. Clean and crack fill existing asphalt surface of Parking Lots #I (Alt 1) and #2, apply tack coat and Machine overlay entire asphalt area with (1.5) inches of hot asphalt, roll and compact. f. Raise manholes and water valves up to new grade elevation set in concrete. g. Edges tapered to meet existing to maintain water drainage as best as possible h.Appl y 2 coats of slurry seal after new asphalt overlay has cured 30 days. Slurry seal coats are to be installed on the first Saturday and Sunday after the 30 day cure time of the new asphalt. All premium wage rates for weekend work are to be included in the base bid amount. Restripe parking stalls and re -stencil back to original layout. Parking stalls shall not be less than eight (8) feet six (6) inches wide and eighteen feet(18') long with single stripe. All striping work is to be completed on the Saturday or Sunday immediately following the application of the seal coat. All premium wage rates for weekend work are to be included in the base bid amount. j. Provide temporary parking lot striping at handicap stalls after placement of new asphalt and prior to application of the new slurry seal. k.Paint Fire lane sten cil and red curb to meet Fire Department requirements. 4.Parking Lot 3 is to receive 2 coats of slurry seal, parking stall striping, Fire lane stencil and red curb to meet Fire Department requirements. a. 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