HomeMy WebLinkAboutC-3733 - Construction and Lease Agreement (for Fire Training Tower)Community College Di%trict
Agenda Item Details
Meeting May 15, 2023 - REGULAR BOARD OF TRUSTEES MEETING (HYBRID)
Category 4. PUBLIC SESSION
Subject 4.5 Approval of Consent Calendar
Type Action
Recommended Motion to approve the Consent Calendar.
Action
Motion & Voting
Motion to approve the Consent Calendar.
Motion by Zeke Hernandez, second by Phillip Yarbrough.
Final Resolution: Motion Carried
Aye: David Crockett, Zeke Hernandez, John Hanna, Sal Tinajero, Daisy Tong, Phillip Yarbrough, Ryan Foley
Community College District
Agenda Item Details
Meeting May 15, 2023 - REGULAR BOARD OF TRUSTEES MEETING (HYBRID)
Category 6. INSTRUCTION
Subject 6.10 *Approval of Determination and Acknowledgement of Commencement Date Construction
and Lease Agreement between RSCCD, on behalf of Santa Ana College, and the City of Newport
Beach, dated September 28, 2004
Type Action (Consent)
Fiscal Impact No
Budgeted No
Recommended Motion to approve the Determination and Acknowledgement of Commencement Date
Action Construction and Lease Agreement between RSCCD, on behalf of Santa Ana College, and the
City of Newport Beach, located in Newport Beach, California, as presented.
BACKGROUND:
Santa Ana College ("SAC") has a long-standing relationship with fire agencies throughout Orange County. As a result of those
relationships, Rancho Santiago Community College District ("RSCCD") entered into a Construction and Lease Agreement with
the City of Newport Beach ("Agreement'), which was approved by the RSCCD Board of Trustees on August 30, 2004. With this
Agreement, RSCCD provided $350,000 from Measure E Bond funds to the City of Newport Beach to assist in the construction
of Fire Drill facilities located at 1971 Mesa Drive, Newport Beach, CA 92660. In exchange for this payment, RSCCD has had
access to these facilities since the completion of construction to conduct Fire Technology classes over a 25-year lease period
with no additional cost to RSCCD.
Section 2.1 of the Agreement states that both parties would execute verification of commencement and expiration of a 25-year
lease when the facilities were substantially completed. The construction of the facilities was completed, however, neither party
to the Agreement executed this verification documentation. The City of Newport Beach has provided a Determination and
Acknowledgement of Commencement Date Construction and Lease Agreement between RSCCD, on behalf of Santa Ana
College, and the City of Newport Beach that will verify the commencement date of the lease as August 22, 2007, and with a
termination date of August 22, 2032. These dates are mutually acceptable to RSCCD and the City of Newport Beach.
ANALYSIS:
The approval of this Determination and Acknowledgement of Commencement Date Construction and Lease Agreement
between RSCCD, on behalf of Santa Ana College, and the City of Newport Beach will memorialize the dates of the 25-year
Agreement between the RSCCD and the City of Newport Beach. This approval will also provide for the continued use of these
Fire Drill facilities by the RSCCD at no further cost.
RECOMMENDATION:
It is recommended the Board of Trustees approve the Determination and Acknowledgement of Commencement Date
Construction and Lease Agreement between RSCCD, on behalf of Santa Ana College, and the City of Newport Beach, located in
Newport Beach, California, as presented.
PREPARED BY:
Jeffrey N. Lamb, Ph.D., Vice President, Academic Affairs
Larisa Sergeyeva, Ed.D., Dean, Human Services & Technology
SUBMITTED BY:
Annebelle Nery, Ph.D., President, Santa Ana College
SAC-04-048-A_Acknowledgement - RSCCD-Newport Beach Lease dates.pdf (100 KB)
Our adopted rules of Parliamentary Procedure, Robert's Rules, provide for a consent agenda listing several items for approval
of the Board by a single motion. Most of the items listed under the consent agenda have gone through Board subcommittee
review and recommendation. Documentation concerning these items has been provided to all board members and the public in
advance to assure an extensive and thorough review. Items may be removed from the consent agenda at the request of any
board member.
PO�Vi�
U � Z
arc
c�4(_ FORN�P.
March 20, 2023
CITY OF BEACH
100 Civic Center Drive
Newport Beach, California 92660
949 644-3200
newportbeachca.gov/communitydevelopment
Sent via First Class U.S. Mail and via Email to: Reardon William sac.edu
William Reardon
Associate Dean, Fire Technology Department
Santa Ana College
Bldg. B-10, Room B10-5
1530 West 17th Street
Santa Ana, CA 92706-3398
Re: Determination and Acknowledgement of Commencement Date
Construction and Lease Agreement Between Rancho Santiago Community
College District and the City of Newport Beach, dated September 28, 2004
("Agreement")
Dear Mr. Reardon:
In accordance with Section 2.1 of the Agreement, this letter shall serve to memorialize the
mutual determination of the Commencement Date by both the City of Newport Beach ("City"
or "Lessor") and the Rancho Santiago Community College District ("District" or "Lessee")
(individually a "Party," collectively, "Parties").
Section 2.1 of the Agreement states:
The term of the Lease shall be for twenty-five (25) years commencing
on the later of i) the date City has substantially completed the
Improvements as mutually determined by both parties, or (ii) the date
District students are able to occupy the Premises, as mutually
determined by both parties (the "Commencement Date').
The Parties have mutually determined that the Commencement Date, as defined by the
Agreement shall be August 22, 2007. By signing below, both Parties acknowledge and agree
that August 22, 2007 shall be the Commencement Date for this Agreement. Pursuant to
Section 2.1, the Expiration Date shall be twenty-five years from the Commencement Date,
which shall be August 22, 2032.
Re: Determination and Acknowledgement of Commencement Date
March 20, 2023
Page12
Pursuant to Section 2.2 of the Agreement, by signing below, the Parties agree that the
execution of this Acknowledgement letter shall satisfy the requirement of a verification verifying
the Commencement Date and the Expiration Date of the Agreement.
Please contact me at Iwooding4newportbeachca.gc, or by telephone at 949-644-3236 with
any questions about this Determination and Acknowledgement.
Tha you,
La n od' g Whitlinger
Real Prope y Administrator
Cc: Jeff Boyles, Fire Chief (via email only)
Leilani I. Brown, City Clerk (via email only)
Rancho Santiago Community College District (Attn. Vice Chancellor, 2323 N.
Broadway, Santa Ana, CA 92706-1640)
ACKNOWLEDGEMENT:
LESSOR: CITY OF NEWPORT BEACH, LESSEE: RANCHO SANTIAGO
a California municipal corporation and COMMUNITY COLLEGE DISTRICT
charter city
Date: 1 2 Date: May 30, 2023
By: L__ __
Grace K. Leung
City Manager
By: Iris Ingram (Ma 30, 202315:25 PDT)
Iris I Ingram
Vice Chancellor of Business Services
BOT Item 6.10 (Apvd 5.15.2023) SAC-20-048A_
FIRE_Newport Beach Lease Acknowledgement
Final Audit Report 2023-05-30
Created: 2023-05-22
By: Toinette Boster (Boster_Toinette@sac.edu)
Status: Signed
Transaction ID: CBJCHBCAABAACEcVBuO_yh7K6gyg8g5Lowbv1aKFuAuz
"BOT Item 6.10 (Apvd 5.15.2023) SAC-20-048A_FIRE_Newport
Beach Lease Acknowledgement" History
Document created by Toinette Boster (Boster_Toinette@sac.edu)
2023-05-22 - 3:48:43 PM GMT- IP address: 204.75.250.11
Document emailed to Iris Ingram (Ingram_Iris@rsccd.edu) for signature
2023-05-22 - 3:49:39 PM GMT
Email viewed by Iris Ingram (Ingram_Iris@rsccd.edu)
2023-05-30 - 10:25:47 PM GMT- IP address: 204.75.252.1
&0 Document e-signed by Iris Ingram (Ingram_Iris@rsccd.edu)
Signature Date: 2023-05-30 - 10:25:58 PM GMT - Time Source: server- IP address: 204.75.252.1
Agreement completed.
2023-05-30 - 10:25:58 PM GMT
a Adobe Acrobat Sign
• •
C 3r33
CONSTRUCTION AND LEASE AGREEMENT
BETWEEN
RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT,
AS LESSEE,
AND
THE CITY OF NEWPORT BEACH, A MUNICIPAL
CORPORATION,
AS LESSOR
SAC-04-048
DOGS SF/46516v 1 /22966-0002
• •
CONSTRUCTION AND LEASE AGREEMENT
THIS CONSTRUCTION AND LEASE AGREEMENT (the "Agreement") dated as of
A S t PS 2004 (the "Effective Date"), is made and entered into by and between the RANCHO
SANTIAGO COMMUNITY COLLEGE DISTRICT, a ( "Lessee" or "District, and the
CITY OF NEWPORT BEACH, a municipal corporation, ( "Lessor" or "City").
RECITALS
A. City is the owner of that certain real property located at Property Address: 1971
Mesa Drive, Newport Beach, California, a legal description of which is attached hereto as Exhibit A
(the "City Land").
B. The District, through Santa Ana College, provides a vocational educational program
for the benefit of selected eligible students of the District, under the State of California (the "State")
Plan of Vocational Educational and Federal Vocational Education Act, as amended, to provide use of
fire academy facilities and equipment to prepare such students for vocation as a firefighter
(collectively, the "Vocation Program").
C. The District has obtained proceeds though passage of its Measure E Bond Election of
2002 (the "Bond Proceeds") to fund certain facilities improvement programs, including but not
limited to, facilities programs related to expanding the Vocation Program for qualified District
students.
D. In order to meet the above stated goal, District desires to lease certain facilities
located on the City Land (the "Fire Drill Facilities"), as described more specifically in Exhibit B
attached hereto, and use a portion of the Bond Proceeds, in an amount not to exceed $350,000.00,
SAC-04-048 1 District Newport Beach
DOC S S F/46516v 1 /22966-0002
• •
for the construction of certain improvements to the Fire Drill Facilities (the "Improvements"), as
more specifically described hi Exhibit B attached hereto, for use by District students.
E. This District has approved the expenditure of up to $350,000 of the Bond Proceeds to
build the Improvements and authorized the District to enter into this Agreement with City relating to
the District's construction and use of the Improvements and the Fire Drill Facilities (collectively the
Improvements and the Fire Drill Facilities shall be referred to as the "Premises"). In order to meet
the goals of the Vocation Program, District desires to expend up to $350,000 in Bond Proceeds to
repair, renovate and improve the Facility. It is understood and agreed that City shall use reasonable
efforts to complete construction of the Improvements by November 30, 2005, all as more particularly
set forth in Exhibit B, attached hereto.
F. The City finds that it is in the best interest of City to promote the education and
training of firefighters residing in the City, and authorizes the City to enter into this Agreement with
District on the terms and conditions provided in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual obligations of the parties hereto,
it is mutually agreed as follows:
AGREEMENT
SECTION 1. PREMISES
City leases to District, and District leases from City the Premises (the "Lease').
SECTION 2. TERM OF LEASE; TERM OF AGREEMENT
2.1 The term of the Lease shall be for twenty-five (25) years commencing on the later of
(i) the date City has substantially completed the Improvements as mutually determined by both
SAC-04-048 2 District Newport Beach
DOCSS F/46516v 1 /22966-0002
parties, or (ii) the date District students are able to occupy the Premises, as mutually determined by
both parties (the "Commencement Date").
2.2 Within ten (10) days of the Commencement Date, City and District agree to execute a
verification verifying the Commencement Date and the expiration date of the Lease.
2.3 This Agreement shall commence on the Effective Date and shall terminate on the
Expiration Date of the Lease. Notwithstanding the above, Section 6 of this Agreement shall survive
the termination of this Agreement.
SECTION 3: CONSTRUCTION AND PAYMENT OF IMPROVEMENTS
3.1 City shall design and construct the Improvements in accordance with the provisions
set forth in Exhibit C attached hereto.
3.2 District agrees to provide City an improvement allowance of $350,000 for the
Improvements (the "Improvement Allowance"). The Improvement Allowance shall be paid to City
as set forth in Exhibit C.
3.3 During the term of the Lease, District shall have unlimited access and use of the
Premises subject to reasonable rules and regulations, such as notice requirements or compliance with
manufacturers specifications, as may be required by the City.
SECTION 4. IN LIEU RENT AND PAYMENT OF OTHER CHARGES
4.1 The total rent for the use of the Premises during term of the Lease shall be Three
Hundred Fifty Thousand Dollars ($350,000.00) and payable in full by District on the
Commencement Date. In lieu of payment of such rent, District shall have the right, and hereby
exercises its right, to tender as full payment of the rent the Improvement Allowance. District shall
not be required to pay any other rent during the term of the Lease.
SAC-04-048 3 District Newport Beach
DOCSSF/46516v1 /22966-0002
4.2 City shall be responsible for payment of all costs, charges, taxes, impositions,
insurance and other obligations assessed against or arising from the City Land and Premises. If
District pays any costs that is the obligation of City under this Section 4.2 to protect its interests
under this Lease, District shall be entitled to reimbursement by City the full amount of such
payments within ten (10) days of demand for such payment.
SECTION 5. USE OF FACILITIES
The Premises shall be maintained and operated by the City. The District shall have
reasonable access to the Premises for use as an educational training facility to conduct fire
technology education and training classes for District's students. The City and District will work
cooperatively to develop a schedule for the use of the Premises that provides maximum benefit to
both parties.
SECTION 6. INDEMNIFICATION AND HOLD HARMLESS
6.1 The District shall defend, indemnify and hold harmless City, its elected and appointed
officials, officers, agents, employees and volunteers from all losses, costs, expenses, claims or
liabilities for injury to any person or damage to any property arising out of, or in any manner
connected with the negligent acts, error or omissions of District, its officers, employees, agents or
volunteers in the performance of this Agreement. Notwithstanding the above, District shall not
defend or indemnify City for losses or damages that are caused by the sole negligence or willful
misconduct of City or its agents.
6.2 The City shall defend, indemnify and hold harmless District, its elected and appointed
officials, officers, agents and employees from all losses, costs, expenses, claims or liabilities for
injury to any person or damage to any property arising out of, or in any manner connected with the
SAC-04-048 4 District Newport Beach
D O C S S F/465 16v l /22966-0002
negligent acts, error or omissions of City, its officers, employees or agents in the performance of this
Agreement. Notwithstanding the above, City shall not defend or indemnify District for losses or
damages that are caused by the sole negligence or willful misconduct of District or its agents.
SECTION 7. INSURANCE
7.1 City and District, at their sole expense, shall each secure and maintain during the
term of this Agreement the following insurance:
7.1.1 Commercial General Liability and excess Liability insurance relating to
personal and bodily injury and death, and damage to other's property, limits of $3,000,000 per
occurrence and $5,000,000 aggregate.
7.1.2 All risk insurance policies for the full replacement value of the: (i) Premises
and (ii) District's property in and all other contents of the Premises (collectively "District's
Property"). The City shall maintain the all risk insurance policy with respect to the Premises and the
District shall maintain the all risk policy with respect to the District's property. Each policy shall be
without deduction for depreciation and standard fire insurance and extended coverage including
vandalism and malicious mischief and sprinkler leakage endorsements relating to the Premises.
7.2 Each party shall promptly notify the other thirty (30) days in advance in the event of
any cancellation or reduction of coverage.
7.3 In lieu of retaining commercial general liability insurance pursuant to Section 7.1.1,
each party may present to the other a Certificate of Self Insurance evidencing the party's current self-
insurance retention amount per occurrence. Should either party exercise this right, such party shall
provide updates regarding the amount of such party's self-insurance retention as maybe requested by
the other party from time to time.
SAC-04-048 5 District Newport Beach
DOCSSF/46516v 1 /22966-0002
7.4 In case of damage or destruction to the Premises and upon mutual consent of both
parties, City and District shall use the insurance proceeds attributed to the damage or destruction of
the Premises, to restore, repair or replace the Premises. In the event that 1) both parties do not
consent to the repair or restoration of the Premises; or 2) the Premises cannot be repaired or restored,
the insurance proceeds shall be distributed to the District in an amount up to the undepreciated value
of the Improvements, subject to any offsets as may be required by Section 6.1. The distribution of
such insurance proceeds shall be calculated by dividing $350,000 (the Improvement Allowance) by
25 (the term of the Agreement) multiplied by the number of years remaining on the 25-year period at
the time of the distribution. For example, if the insurance proceeds are distributed to the District
after 15 years, there would be ten years left on the Agreement and the distribution would be
calculated as follows: [$350,000 divided by 25 = $14,000] x 10 = $140,000.
SECTION 8. ASSIGNMENT AND SUBLETTING
District shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Agreement
or any interest therein, and shall not sublet the Premises or any party thereof (collectively, a
"Transfer") without the prior written consent, which shall not be unreasonably withheld.
Notwithstanding anything to the contrary in this Section 8, District shall have the right to Transfer
this Agreement to a State of California community college district without the prior consent of City;
provided, however, that such community college district uses the Premises for the purposes stated in
Section 5 and provided further that District provides City with prior written notice. Any Transfer
from District by merger or consolidation shall not require the consent of City, provided that District
provides City with prior written notice.
SECTION 9. REMOVAL OF FIXTURES AND EQUIPMENT
SAC-04-048 6 District Newport Beach
D O C S S F/46516v 1 /2296 6-0002
Within thirty (30) days of the expiration of this Agreement, District shall, at its sole costs and
expense, removal all movable trade fixtures, vehicles, movable equipment, inventory, movable
personal property, furniture and antennas placed on the Premises by District. District shall also
repair and restore those portions of the Premises physically altered by the installation of such fixtures
and equipment to their pre -installation condition, normal wear and tear excluded. Failure ofDistrict
to remove fixtures and equipment and/or restore the Premises to its pre -installation condition shall
result in City removing such fixtures and equipment and, if necessary, restoring the Premises at
District's sole cost and expense, plus administrative costs.
SECTION 10 MISCELLANEOUS
10.1 All notices, demands, consents or approvals which maybe or are required to be given
by either party to the other hereunder shall be in writing and shall be deemed to have been fully given
when delivered in person to such representatives of City and District as shall from time to time be
designated by the parties for the receipt of notices, or when deposited in the United States mail,
certified, postage prepaid, or by express delivery service with a delivery receipt and addressed
If to City at: Fire Chief
City of Newport Beach
P.O. Box 1768, 3300 Newport Blvd.
Newport Beach, CA 92658-8915
With a copy to: City Clerk
City of Newport Beach
P.O. Box 1768, 3300 Newport Blvd.
Newport Beach, CA 92658-8915
If to District at: Santa Ana College
Fire Technolow Department
1530 West 17 Street
Santa Ana, Ca. 92706-3398
With copy to: Rancho Santiago Community College District,
SAC-04-048 7 District Newport Beach
DOCSSF/46516v 1 /22966-0002
Mark J. Zacovic, Ph.D., Vice Chancellor, Ph.D
2323 N. Broadway
Santa Ana, Ca. 92706-1640
or to such other address with respect to either party as that party may from time to
time designate by notice to the other given pursuant to the provisions of this Section 10.1.
10.2 This Agreement constitutes the entire Agreement between the parties with respect to
any matter referenced herein and supersedes any and all other prior writings and oral negotiations.
This Agreement may be modified only in writing, and signed by the parties in interest at the time of
such modification. The terms of this Agreement shall prevail over any inconsistent provision in any
other contract document appurtenant hereto, including exhibits to this Agreement.
10.3 Any titles of the several parts and sections of this Agreement are inserted for
convenience of reference only and shall be disregarded in construing or interpreting any of its
provisions. "Paragraph" and "section" may be used interchangeably.
10.4 This Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the City and District and where the tern "City" or "District" is used in this Agreement, it
shall mean and include their respective successors and assigns.
10.5 Time is of the essence in the enforcement of the terms and conditions of this
Agreement.
10.6 This Agreement shall be governed by and construed under the laws of the State of
Califomia without giving effect to that body of laws pertaining to conflict of laws. In the event of
any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and
exclusive venue shall be a court of competent jurisdiction located in Orange County, California.
10.7 If either of the parties hereto commences a lawsuit to enforce any of the terms of this
Agreement, the prevailing party will have the right to recover its reasonable attorneys' fees and costs
SAC-04-048
DOC S SF/46516v 1 /22966-0002
8 District Newport Beach
• •
of suit, including fees and costs on appeal, from the other party.
10.8 Each party shall deliver to the other party, at the time this Agreement is executed by
that party, a certified resolution of its Board or City Council, as appropriate, to indicate the
authorization of the making of this Agreement by that party.
10.9 If any term, covenant, condition or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.
10.10 This Agreement and any memorandum hereof may be executed in counterparts, each
of which shall be considered an original, and all of which shall constitute one and the same
instrument.
SAC-04-048 9 District Newport Beach
DOCSSF/46516v1/22966-0002
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
attested to by their proper officers hereto duly authorized as of the day and year first written above.
CITY OF NEWPORT BEACH, a municipal RANCHO SANTIAGO COMMUNITY
corporation
COLLEGE DISTRICT
Date: jC .G.r 2 20.0 �L Date:
By:/�< L51 yy~— By:
Name: /yy a e.a G. Name: Mark J. Zacliic Ph.D. w 31/04-
Title: C.:.- iI y 41 ,
Title: Vice Chancellor,
Business Operations/Fiscal Services
SAC-04-048 10 District Newport Beach
DOCSSF/46516v1/22966-0002
EXHIBIT A
DESCRIPTION OF CITY LAND
Lots 57 through 60, Tract No. 706, per map recorded in Book 21, Page 25 of Maps, in the office of the
County Recorder, County of Orange, Califomia
And known as:
1971 Mesa Drive, Newport Beach, CA
SAC-04-048 11 District Newport Beach
DOCSSF/46516v 1/22966-0002
EXHIBIT B
DESCRIPTION OF FIRE DRILL FACILT1IES IMPROVEMENTS
The City will be providing a fire training tower of from 2-4 stories in height suitable for conducting ladder
evolutions, fire simulation, hoisting and lowering and rescue related activities
SAC-04-048 12 District Newport Beach
DOCSSF/46516v1/22966-0002
EXHIBIT C
PROVISIONS RELATING TO THE DESIGN, CONSTRUCTION AND REIMBURSEMENT OF
IMPROVEMENTS
I. General Requirements
A. City's Plans.
1. Prior to City preparing plans for the design and construction of the Improvements (the
"City's Plans"), City and its architect and/or engineer(s), if any, shall thoroughly familiarize themselves with
all local building codes, this Exhibit C, as well as verify by physical inspection, the accuracy and completeness
of the existing site conditions. City's Plans shall be prepared and performed with full knowledge of and in
compliance with this Exhibit C and applicable legal requirements including, but not limited to, all energy
conservation, hazardous materials laws, and handicap access requirements. City's Plans shall be prepared by
architect(s) and/or engineer(s) fully qualified and licensed in the State of California, to the extent required by
California law.
2. City shall submit to the District, for District's preliminary review, preliminary design
drawings for the Improvements.
3. Within fifteen (15) days following the District's approval of the preliminary design
drawings, City agrees to submit to the District, for District's final review, the final construction drawings for
the Improvements.
B. Approval of City's Plans.
I. City's Plans and the design and quality of the Improvements shall be subject to the
reasonable approval by the District.
2. If City's Plans are not disapproved by District within fifteen (15) days of submittal,
District shall be deemed to have approved City's Plans.
3. District's approval of City's Plans shall not create any responsibility or liability
whatsoever on the part of District, including, without limitation, for their completeness, sufficiency, design,
workability or compliance with applicable legal requirements, and shall not relieve City of any of City's
responsibility or liability, including, without limitation, conformance to the terms and provisions of' this
Exhibit C.
4. Any changes to the approved City's Plans requested by City shall be subject to the
District's reasonable approval.
C. Requirements for City's Work.
1. At the District's sole cost, District shall have the right, but not the obligation, to
perform any work or complete any punchlist items that City has failed to construct in accordance with the
approved City's Plans after ten (10) days' written notice from the District. City shall reimburse District for such
1
DOCSSF/465 1 6v1 /22966-0002 SAC-04-048
costs within fifteen (15) days of receipt of a written and itemized invoice for such costs. If City fails to
reimburse the District within such fifteen (15) day period, any unpaid sum shall accrue interest at the
rate of ten percent 10%) per annum from the date due and payable until the date it is paid.
2. City, at its sole cost and expense, shall be responsible for obtaining all necessary
permits including, but not limited to, building and health department permits for the performance of such work
and for the payment of any impact, capacity, usage, and/or similar fee in connection with such work.
3. Within ten (10) days after completion of the Improvements, City shall provide the
District with a copy of City's recorded valid Notice of Completion.
4. Within thirty (30) days, after completion of the Improvements, City shall deliver to the
District: (i) a copy of the final signed -off building inspection card, permit or report with respect thereto; (ii)
original forms of all stop notice waivers or releases from all parties supplying labor and/or materials for the
Improvements; and (iii) if required, a certification from the architect or engineer of record that the work is
complete and the Improvements have been constructed in accordance with the approved City's Plans and this
Exhibit C.
5. All work shall be performed and completed in accordance with any legal requirements
including, but not limited to compliance with any public bidding requirements, if any, under the Public
Contract Code.
II. City's Use of a Contractor.
A. Contractor Selection. City may select any qualified and licensed contractor for the construction
of the Improvements. City shall provide the District with a copy of the contract with its contractor prior to
commencement of the construction of the Improvementsand the Dist ict shall have the right to disapprove such
contractor on reasonable grounds. City's contractor shall do all of the construction of the Improvements.
B. Prior to commencement of the construction of the Improvements, City or City's contractor
shall provide District with a construction schedule in "bar graph" form indicating the completion dates of all
phases of City's Work. City shall work to ensure that City's contractor diligently perform said work in a
manner and at times that do not impede or delay completion of the Improvements or create a labor disturbance
or work stoppage of any kind. City and/or City's contractor shall be responsible for the repair, replacement or
clean-up of any damage caused by City's contractor to any City property including, but not limited to, damage
to other contractors' work. City and City's contractor shall comply with legal requirements and all rules and
regulations established by District in the construction of the Improvements.
III. Improvement Allowance.
Notwithstanding anything to the contrary contained in this Exhibit C, for the purpose of City's initial
construction of thehnprovements, District agrees to contribute an amount not to exceed Three Hundred Fifty
Thousand Dollars ($350,000) ("Improvement Allowance") toward the cost of the design and construction of
the Improvements. In the event the cost of the design and construction of the Improvements exceeds the
Improvement Allowance, such excess amount shall be borne solely by City.
2
DOCSSF/46516v1/22966-0002 SAC-04-048
• •
A request by City for payment of the Improvement Allowance must be made in writing and addressed
to the District at District's address. Provided such request is received by the District on or before the fifth (5)
day of a calendar month and City has complied with all the conditions relating to such request, such payment
shall be payable by the District on or before the last day of the same calendar month. In the event such request
is received after the fifth (5th) day of a calendar month, such payment shall be payable by the District on or
before the last day of the following calendar month.
The District shall pay the hnprovement Allowance to City in accordance with the following provisions:
A. The Improvement Allowance shall be payable upon City's written request as set forth above,
and delivery to the District all of the following:
1. Receipts or other documentary evidence of paid invoices;
2. A copy of City's recorded, valid "Notice of Completion";
3. Original stop notice waivers or releases from all parties supplying labor and/or
materials for City's Work;
4. Copies of any building permits, indicating inspection and approval by the issuer of
said permits; and
5. A certification from the architect or engineer of record that the work is complete and
the Improvements have been constructed in accordance with approved City's Plans, Exhibit C, and applicable
legal requirements.
City shall not be entitled to any payment for any additional work that is not evidenced by a signed
agreement between City and the District entered into prior to the date City performs such additional work.
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