|
2. Payment for Construction of the Facilities.
<br />A. The City shall pay for the cost to construct the Facilities for a not to exceed amount of Four Million, Four
<br />Hundred Thousand Dollars ($4,400,000.00). The City shall make payment within thirty (30) days
<br />following receipt of a proper invoice evidencing the work performed, subject to receipt of grant funds from
<br />the State.
<br />B. The Contractor has agreed to separately invoice for its construction of the Facilities so that the City can
<br />reimburse only the construction of the Facilities part of the Project.
<br />C. The Parties agree to take all reasonable actions to cooperate to enforce the provisions in this Agreement,
<br />including this provision, if other third party agencies, including the State of California or the County of
<br />Orange, attempt to interpret this Agreement, including these provisions, contrary to the language herein.
<br />3. Record Drawings/Plans for Facilities. District will provide to City a set of record drawings of the Facilities
<br />and copies of all contractor-supplied use manuals and warranty information, as applicable.
<br />4. Term/Termination.
<br />A. This Agreement shall begin on the date first stated above and terminate on 20
<br />B. If the City breaches this Agreement in any material way, the District may elect to provide written notice to
<br />the City of the breach(es). If the City does not cure the breach(es) within ten (10) days of receipt of the
<br />notice by paying all overdue funds, the District may terminate this Agreement by providing written notice
<br />of termination to the City. City shall be liable to District for all costs, fees, expenses, and other damages
<br />the District incurs because of the City's breach(es).
<br />C. If the District breaches this Agreement in any material way, the City may elect to provide written notice to
<br />the District of the breach(es). If the District does not cure the breach(es) within ten (10) days of receipt of
<br />the notice, the City may terminate this Agreement by providing written notice of termination to the District.
<br />District shall be liable to City for all costs, fees, expenses, and other damages the City incurs because of the
<br />District's breach(es).
<br />D. The remedies in this paragraph are in addition to any additional remedies available at law or under this
<br />Agreement. A decision by a Party not to terminate this Agreement pursuant to this paragraph does not
<br />constitute a waiver of any other claims or remedies that Party may have against the other.
<br />5. Indemnification and Cooperation in Claim Defense.
<br />A. District shall indemnify, save, protect, defend and hold harmless the City, its officers, agents and
<br />employees from any and all claims, costs, and liability, including reasonable attorneys' fees, for any
<br />damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions of
<br />the District or its agents under this Agreement, except to the extent that such claims, costs, or liability arise
<br />directly or indirectly from the negligent or wrongful acts or omissions of City, its officers, agents and
<br />employees.
<br />B. City shall indemnify, save, protect, defend and hold harmless the District, its officers, agents and
<br />employees from any and all claims, costs and liability, including reasonable attorneys' fees, for any
<br />damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions of
<br />the City or its agents under this Agreement, except to the extent that such claims, costs, or liability arise
<br />directly or indirectly from the negligent or wrongful acts or omissions of District, its officers, agents and
<br />employees.
<br />6. Environmental Review. The District shall be responsible for ensuring compliance with the California
<br />Environmental Quality Act and any other applicable environmental laws with regard to the entire Project,
<br />inclusive of the Facilities.
<br />Construction Reimbursement Agreement - City of Santa Ana/SAUSD - Willard Facilities Page 2
<br />25E-12
|