HomeMy WebLinkAboutEASTCOM CORPFREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE SECTION 27383 Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
When Recorded Mail to: I II I[J JII 111II 1111I I11111IIJ 1111 1111 IIJI [1II 1111111 II NO FEE
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City of Santa Ana 2018000296467 2:34 pm 06/14118
20 Civic Center Plaza 227 417 Al2 10
Ross Annex, 2nd Floor (M-20) 0.00 0.00 0.00 0.00 27.00 0.00 0.000.000.00 0.00
Santa Ana, California 92702
Attn: Executive Director, Planning & Building
HOLD HARMLESS AGREEMENT
888 N. MAIN STREET,SANTA ANA, CALIFORNIA
(EIGHT, EIGHT, 8 - ADAPTIVE REUSE PROJECT) N-2018-162
RECITALS:
A. This Hold Harmless Agreement ("Agreement") entered into this 71h day of August, 2018,
by the City of Santa Ana, a charter city and municipal corporation ("City") and Eastcom Corp.
("Owner") in response to Owner's request to proceed with the adaptive re -use project at 888 N.
Main Street ("Property"). The Property is more particularly described in the Legal Description,
attached hereto and incorporated herein as Exhibit A.
B. This Hold Harmless Agreement was prepared in response to Owner's request to proceed
with permitted work on the project at 888 N. Main Street which is an existing historical building
undergoing a change of occupancy from office use to residential under the City of Santa Ana's
adaptive reuse ordinance. Owner has requested to proceed with permitted work concurrently
with the processing of entitlement approval; and prior to the completion of the structural
engineering report ("Report') to assess the extent of seismic retrofitting required for the building
for the project to proceed. All work shall be performed with permits and plans that have been
reviewed and approved by the City.
C. The Owner has reviewed the following hold harmless language detailing the risks with
proceeding with construction prior to the engineer's findings in the Report. The Owner has
agreed that it will take any and all actions required by the Report.
D. The Owner's notarized execution of this Agreement confirms its acknowledgement and
acceptance of these risks and waive any claims related to the extent of seismic retrofit required
based on an assessment outlined in Exhibit B, attached hereto and incorporated herein.
NOW THEREFORE, the City of Santa Ana and the Owner agree as follows:
SEISMIC WORK TO BE DONE:
Owner agrees to comply with all of the terms set forth in the Scope of Work attached
hereto and incorporated herein as Exhibit B. The City will require a structural analysis and
Compliance with ASCE 41-13 or a City approved Alternate Materials and Methods application.
All work shall be performed with permits.
2. HOLD HARMLESS:
Owner understands that this Hold Harmless Agreement against the City of Santa Ana, its
employees, elected and appointed officials and consultants includes any past or present oral
representations made to Owner with respect to the Property and Owner has been fully informed
of the potential damages Owner may suffer if Owner chooses at its own risk and with complete
knowledge of the consequences to continue to make improvements to the Property prior to
completion and approval of the Report.
Owner understands that the seismic studies and Report may conclude that significant
improvements are necessary, including, but not limited to, wrapping or enlarging columns,
adding bracing, adding a new core, and additional foundation work. These improvements, if
required, are highly likely to affect the floor plan that Owner is choosing to proceed with and the
improvements may need to be completely or partially removed as a result even though permits
were issued for the work.
Owner commits to comply with the following:
A. Any and all fees submitted to the City for building permits or other required certificates
or licenses necessary to proceed with the project at the subject Property will not be.
refunded based upon the outcome of the Report or as a result of the project not receiving
approval from City agencies or City Council.
B. Owner acknowledges that the Report not yet been finalized and Owner shall assume all
risks of performing any work prior to the final Report. All work shall be at Owner's sole
cost and expense.
C. Construction work shall begin with the City to issue building permits at Owner's risk.
City has entitlement approval and approved plans for the M.E.P. (Mechanical, Electrical,
Plumbing) with the exception of the seismic retrofit scope of work. Permits for M.E.P.
(Mechanical, Electrical, Plumbing) have been issued and construction activities under the
issued permits are underway. The Architectural permit shall be issued upon execution
and recording of this Agreement by the parties. The seismic retrofit will be considered a
deferred submittal and, will be a separate building permit.
D. Owner shall defend, indemnify and hold City, its officials, officers, employees, and
agents free and harmless from any and all liability from loss or damage in any manner
arising out of or incident to any acts, omissions, negligent or willful misconduct of
Owner, its officers, employees, or agents arising out of or in connection with Owner's
maintenance or construction of the work, or the operation of a business, or its
performance under this letter, Further, Owner shall defend at its own expense, including
attorneys' fees, City, its officials, officers, employees, and agents in any legal action
based upon such acts, omissions or willful misconduct of Owner, excepting however, any
liability arising from or attributable to gross negligence of City or its representatives.
F. The foregoing hold harmless by Owner extends to any costs, expenses, liabilities and
damages arising as a result of their constructing of improvements and undertaking of
operations prior to resolution of the engineering report regarding the necessity of seismic
retrofit of the building.
G. This Hold Harmless Agreement shall be recorded with the County of Orange against the
Property. The City shall record a Release or Quit Claim releasing this Hold Harmless
Agreement in its entirety once all of the permits are issued, including the separate seismic
permit(s).
H. Certificate of Occupancy. The City shall not approve or issue a certificate of occupancy
for the building for any purpose until all required plans have been approved, permitted,
and work has been completed in compliance with the approved plans on file with the City
as determined by the Chief Building Official.
1. City Fees. Payment of all associated City permit, development, inspection, and impact
fees at the time of permit issuance.
3. TIMING:
The City will agree to permit Owner to continue to make improvements to the Property at its sole
cost expense and risk so long as all of the following occurs:
A. Submittal of seismic plans within ninety (90) days after recording of this Hold Harmless
Agreement. The design basis for the seismic plans was submitted to the City as a Seismic
Retrofit Alternate Methods and Materials application and the proposed design criteria has
been accepted per the letter by the Building Official incorporated herein as Exhibit C
attached hereto and incorporated herein.
B. Approval and issuance of a separate building permit for seismic retrofit within 180 days
of this Agreement.
4. EXECUTION & RECORDING:
Owner shall sign the Notarized Statement on the following page, record the entire Hold
Harmless Agreement with the County Recorder's Office and return a conformed copy of the
recorded Agreement to the City.
NOTARIZED STATEMENT/RELEASE:
Owner and City understand and expressly agree that this Hold Harmless Agreement
extends to all claims of every nature and kind whatsoever, known or unknown, suspected or
unsuspected, past or present, and all rights under Section 1542 of the California Civil Code are
hereby expressly waived. Section 1542 reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
M I Y AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR,
Init'als
GENERAL PROVISIONS:
A. None of the terms, provisions, or conditions of this Agreement shall be deemed to
create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor
shall such terms, provisions or conditions cause them to be considered joint ventures or members
of any joint enterprise.
E. Owner agrees to and shall indemnify and hold the City and its elected and
appointed officials, officers, agents, and employees harmless from liability for damage or claims
for damage for personal injuries, including death, and claims for property damage which may
arise from the direct or indirect use or operations of the Owner or those of its contractor(s),
subcontractor, agent, employee, or other person acting on its behalf which relates to the use,
operation, and maintenance of the Property. The Owner hereby agrees to and shall defend the
City and its elected and appointed officials, officers, agents, and employees with respect to any
and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's
activities in connection with the Property.
C. This hold harmless provision applies to all damages and claims for damages
suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the
operations referred to in this Agreement regardless of whether or not the City prepared, supplied,,
or approved the plans, specifications or other documents for the Property,
D. All of the Agreements, rights, covenants, reservations, and restrictions contained
in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their
heirs, successors, legal representatives, assigns, and ail persons acquiring any part or portion of
the Property, whether by operation of law on in any manner whatsoever.
E. In the event legal proceedings are brought by any party or parties to enforce or
restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to
determine the rights and duties of any party hereunder, the prevailing party in such proceeding
10
may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and
other relief ordered by the court.
F. In the event that any of the provisions of this Agreement are held to be
unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive
legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall
not be effected thereby.
G. This Agreement shall be construed and governed in accordance with the laws of
the State of California, with venue in Orange County.
7. EFFECTIVE DATE:
This Agreement shall be effective as of the date last signed below.
{Signatures on Following Page}
IN WITNESS WHEREOF, the Parties hereto have executed this Hold Harmless Agreement on the
dates set forth below.
Dated: g,
E4—' �d9l 15
Dated: 0114 1 41Z Z -Z -196/y
Dated: %� / G
Dated:
N-2018-162
0
CITY OF SANTA ANA
Raul Godinez II
City Manager
ATTEST:
C
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Lisa Starck
Assistant City Attorney
O
East m Corp
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of that document.
State of 1 �Ia, }
CountyofLe }
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On ,(L' (c L. 0, P0.1d' before me, U-Ooed �a'(04,l r� 3WY pig (^ � l r
ere i serf name entl ti a of he officer)
personally appeared �Ai c k cLor L L44 !,Yfrd[-,
who proved to me on the basis of satisfactory evidence to be the person('Sfwhose
nameX is/2r6 subscribed to the within instrument and acknowledged to me that
he/size/the'9 executed the same in his/iler/:Lkeir authorized capacity(ies), and that by
his/beP/WeYr signature.( on the instrument the person, or the entity upon behalf of
which the personLs- acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
MIGUELPALACIOS
WITNESS my hand and official seal. N COMM. #2084036
' NOTARY PU5LIC CALIFORNIAo
e 3 ORANGE COUNTY ro
My comm. expires Oct. 7, 2018 t
Notary ublic Signature (Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies with current California statutes regarding notary wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT (needed should be completed and attached to the document. Acknowledgments
from other states may be completed for documents being sent to that state so long
as the wording does not require the California notary to violate California notary
ov L4 ! law.
(Title or description of all Chad document) ® Slate and County information must be the State and County whore the document
signer(s) personally appeared before the notary public for acknowledgment.
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Number of Pages � Document Date f commission followed by a comma and then your title (notary public).
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N-2018-162
- E.xhibit
BELOW 13 THE LEGAL DESCRIPTIONSTATED IN
NORTH AMERICAN TITLE COMPANY ORDER NQ 1066880
REAL PROPERTY IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS
FOLLOWS,,
THAT PORTION OF LAND ALLOTTED TO JACOB ROSS, IN THE CITY OF SANTA, ANA, COUNTY OF ORANGE, STATE OF
CALIFORNIA, IN DECREE OF PARTITION OF THE RANCHO SANTIAGO OE SANTA ANA, RECORDED IN BOOK V OF
,JUDGMENTS OF THE 17TH XDICIAL, DISTRICT COURT OF CALIFORNIA, DESCRIBED AS FOLLOVA:
BEGINNING AT THE NORTHEAST CORNER OF BLOCK `E" OF SPIRGEONS ADDITION TO SANTA ANA, AS PER MAP
RECOROCO IN ITS 1 PAGE : 56 OF. MISCELLANCOVS RECORD IMP'S, IN THE OFFICE OF lHE .COQNTY RECORDER OF
SAID ORANGE COUNT`; THENCE WEST 250,00 FEET ALONG THE NORTH LINE OF SAID BLOCK, AND PROLONGADONS
THEREOF, TO THE CAST CIN£ OF SYCAMORE STREET" AS PER MAP RECOROM IN BOCK 1 PAGE 85 OS I SAID
MISCEJ.ANE}US MAPS; THENCE NORTH ALONG SAID EAST" LINE TO THE LINE DESCRIBED IN BOUN'GARY CINE
ACREEME47:8ETWEEN WAYLAND WOOD AND MARTHA M. MEDLOCX AND OTHERS, RECORLCO APRIL 11, 19M IN BOOK
819 PACE 197 OFFICIAL„ RECORDS OF SAID GRANGE COUNTY, THENCE EASTERLY ALONG SAID AGREEMENT LINE TO
THE WEST LINE OF MAIN STREET, AS SHOWN ON SAID MAPS, THENCE SOUK ALONG SAID WEST LINE TO THE
POINT OLGINNING.
EXCEPT THE STRIP OF LAND .SDJ'IM OF THE DIMDING'LINE ESTABLISHED IN THE AGREEMENT BETWEEN TJDIA C.
�MART:ANID THE FIRST NATIONAL BANK OF SANTA ANA, RECORDED DCOEVOER 1T, 9;931 IN D .52E .PAGE 3»41
:SAID OFCiC#At R CCIRCS3 SAjD SiR3F TOL TFIE'iTRMINATE WESTERLY ON A LINE PARALLEL WITH AND FAS£TERI Y
125;G4 FEET` FROM THE SAID EAST VNE OF SYCAMORE STREET,
APN; OC 185-30
EXHIBIT B
SCOPE OF WORI< FOR SEISMIC RETROFIT
The property owner must submit an application for an alternate material, design, or method of
construction in accordance with Chapter 8 of the Santa Ana Municipal Code for seismic retrofit of
the existing building.
Performance-based engineering analysis and design procedures may be used to evaluate the
existing structure and the design of strengthening elements, in compliance with the code
standard ASCE 41-13 for Seismic Evaluation and Retrofit of Existing Buildings. Seismic retrofit.
using performance-based engineering shall cornply with ASCE 41-13 with a minimum
Performance Objective defined as "Basic Performance Objectives for Existing Buildings
(BPOE)" using minimum Tier 2 analysis.
Peer review is required for performance-based design based on ASCE 41-13, The peer review
service will be provided at the owner's expense. Per Section 3422 of the California Building
Code, the peer reviewer shall be a Californla-licensed structural engineer that has "technical
expertise in the evaluation and retrofit of buildings similar to the one being reviewed, as
determined by the enforcement agency" and "who is familiar with the technical issues and
regulations governing the work to be reviewed."
The proposed independent peer review companies shall each provide a resume and
qualifications to demonstrate that the structural engineering companies have experience with
performance-based structural designs based on ASCE 41. The peer review companies will be
evaluated by the Building Official and the one will be selected by the Building Official to peer
review the project.
The peer review will include both the review of the structural analysis and the corresponding
structural plans and documents, A final recommendation letter by a California registered
structural engineer will be provided to the City, with wet stamp and signature.
The City's Building Division will be involved in all steps of the peer review process as follows:
1. An alternate method and materials application and plans submittal is required.
2. A separate seismic structural upgrade package will be submitted to the Building Division to
be plan reviewed concurrently with the peer reviewprocess.
3. The Building Division will approve the design and acceptance criteria with the structural
engineer of record and the peer review company.
4. The Building Division will be copied on all stages of the construction documents
development.
5. The Building Division will use the recommendations from the peer reviewer as part of the
final plan check of the structure.
MAYOR
Miguel A, Puree
MAYOR PRO TEM
Michele Martinez
COUNCILMEMBERS
P. David Benavides
Vicente F. Sarmiento
Jose Solorio
Sal Tinajero
Juan Villegas
August 2, 2018
Mr. Michael I lurrah
Eastcorn Corp.
1103 N. Broadway
Santa Ana, CA 92701
EXHIBIT C
I TY OF SANTA /'iNA
PLANNING & BUILDING AGENCY
20 Civic Center Plaza
P.O. [Sox 1958 - Santa Ana, California 92702
www.santa-ana.org/plea
CI IY MANAGER
Raul Godinez II
CITY ATTORNEY
Sonia R. Canialho
CLERIC OF THE COUNCIL
Maria D. Huizar
RE: Seismic Retrofit Alternate Mcthods and Materials application for 888 N. Main Street
(Application Number 10196597)
bir. Harrah:
Thank you for the Alternate Materials and Methods application that formally submitted on
May 31, 2018 including the Memorandum by Mr. Leonard Joseph of Thornton Tomasetti
dated May 21, 2018, Based on the piemorandurn and supporting testing information we feel
that the application meets the intent of the Citys Adaptive Reuse Ordinance for seismic
retrofit based on the performance based design methodology of ASCE =41-13.
The seismic retrofit design is in the construction drawings phase with working drawing being
prepared by Thornton Tomasetti. The target building performance levels that have been
presented are acceptable and will be the basis of our review for this project.
Please note that an independent peer reviewer shalt be required and shall be part of' the
review process for this project now that the design criteria has been accepted. David Choi
and Associates has been accepted as the peer reviewer and are cun-ently reviewing the
project.
The seismic retrofit construction documents shall be submitted as a separate permit
application once they are finalized.
Sincerely,
Ocratld Caraig, PL, CBO, CASA
Build!i'rtg Safety Manager,' Building Official
SANTA AMA CITY COUNCIL
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