HomeMy WebLinkAboutCHAPMAN UNIVERSITY INSURANCE NIDT REQUIRED N-2025-265
BOO' IVA)'PROCEED
GITY CLERK
DATE: OCT 2 7 2025 CHAPMAN UNIVERSITY
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LNa{ �;}� I�acEO►on�o},ri,p- CITY OF SANTA ANA
Unfunded Collaboration Agreement
This Unfunded Collaboration Agreement ("Agreement") is made and entered into on
October 1, 2025 ("Effective Date") between Chapman University, a California non-profit public
benefit corporation, whose address is 1 University Drive, Orange, CA 92855 ("Chapman" or
"University") and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California and whose address is 20 Civic
Center Plaza, Santa Ana, CA ("City"). University and City may be collectively referred to as the
"Parties" and individually as a "Party".
WHEREAS, the City, through its Neighborhood Initiatives and Environmental Services
section, has received federal funding under the Community Development Block Grant program to
implement Cool Pavement treatments at selected community park locations as a strategy to
mitigate the Urban Heat Island Effect ("UHIE");
WHEREAS, the City has completed the installation of Cool Pavement treatments at the
Madison Park and Campesino Park parking lots (collectively, the "Parks") as of June 10, 2025, in
partnership with the City's Public Works Agency's Park Services Division;
WHEREAS, the City seeks to collect and analyze surface temperature data and promote
public understanding of UHIE mitigation through community education and engagement activities;
WHEREAS, University's Grand Challenges Initiative Team ("GOT"), composed of faculty and
undergraduate students, has developed a research plan to conduct bi-weekly temperature data
collection and community outreach at the Parks as part of an experiential learning initiative;
WHEREAS, the GOT research activities are expected to (i) generate data for public
education and policy consideration, (ii) support community-based environmental awareness, and
(iii) offer students practical field research experience and civic engagement opportunities;
NOW,THEREFORE, the Parties desire to collaborate in good faith to carry out this research
and outreach project on a voluntary, unfunded basis, with each Party bearing its own costs and
responsibilities:
1. PROJECT. Both University and City agree to perform their respective and shared Project tasks
described in Exhibit A, which is attached and incorporated by reference (the "Project"). Both
Parties will conduct, control, manage, and monitor the Project in compliance with all
applicable legal, regulatory, and safety requirements, including applicable national, state, local,
and institutional policies and procedures. This Project does not involve the use or collection of
any protected information (including personally identifiable, protected health, or third-party
confidential).
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1.1. For University, the Project will be supervised by Thomas Piechota ("University Principal
Investigator"), an employee of University but not a party to this Agreement, with
assistance from University undergraduate students.
1.2. For City, the Project will be supervised by Margarita Macedonio ("City Principal
Investigator"), an employee at City but not a party to this Agreement.
2. FUNDING. Each Party is responsible for its own expenses in performing its respective obligations
for the Project in accordance with Exhibit A. No funds will be exchanged between the Parties
for performing the Project under this Agreement.
3. PERIOD OF PERFORMANCE. The term of this Agreement ("Term") shall commence on the
Effective Date and terminate on June 30, 2026, unless earlier terminated in accordance with this
Agreement, and may be extended by mutual written agreement of the Parties.
4. DELIVERABLES. Each Party's Principal Investigator will follow the deliverables schedule as
outlined in Exhibit A. Notwithstanding the foregoing, such deliverables schedule may be
modified if agreed to in writing by the Parties' Principal Investigators.
5. INDEMNIFICATION. Each Party (the "Indemnitor") shall indemnify, reimburse, defend and hold
harmless the other Party, its subsidiaries and affiliates (the "Indemnitee") and each of
Indemnitee's trustees, officers, directors, volunteers, employees, agents, and representatives
(the "Indemnitee Parties"), from and against any and all claims, liabilities, losses and expenses,
including reasonable attorneys' fees and costs, directly or indirectly, wholly or partially, arising
from or in connection with (i) the breach by Indemnitor of any of the representations,
warranties, covenants, or agreements made by Indemnitor in this Agreement, and (ii) any
negligent act or omission of Indemnitor, its trustees, officers, directors, volunteers, employees,
agents, or representatives of Indemnitor. This Section 5 shall survive the termination or
expiration of this Agreement.
6. INSURANCE. Each Party shall maintain a policy of comprehensive general liability insurance of
at least$2 million in coverage per occurrence, directors & officers liability insurance of at least
$1 million in coverage per occurrence, employment practices liability insurance of at least $1
million in coverage per occurrence (may be included in directors & officers liability insurance
policy), unemployment insurance, workers' compensation insurance, and such other policies of
insurance as are required by law or usual and customary with respect to the conduct of each
Party's respective activities (collectively, "Insurance Policies"). Each Party will each name the
other Party as an additional insured on each of the Insurance Policies to the extent allowed by
law. Each Party will furnish the other Party with certificates of insurance evidencing same within
thirty (30) days of the date of the last signature of this Agreement.
7. NO WARRANTIES. CITY UNDERSTANDS THAT ALL RESEARCH 1S EXPERIMENTAL IN NATURE AND
THAT THE OUTCOME OF THE PROJECT IS INHERENTLY UNCERTAIN AND UNPREDICTABLE.
SERVICES, PROJECT RESULTS AND/OR DELIVERABLES PROVIDED BY UNIVERSITY TO CITY UNDER
THIS AGREEMENTARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR
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A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.
S. LIMITATION OF LIABILITY. Neither Party shall be liable for any lost profits, costs of procuring
substitute goods or services, lost business, or for any indirect, incidental, consequential,
punitive, or other special damages incurred by the other Party, its affiliates, employees, agents,
licensees, sublicensees, or joint venturers arising out of or related to this Agreement for all
causes of action or damages of any kind, including tort, contract, negligence, strict liability, and
breach of warranty, even if such Party had been advised of the possibility of such damages.
9. USE OF NAME OR LOGO. Except for promoting the Project or Community Outreach Materials,
each Party agrees not to use the name, logo, or any other marks owned by or associated with
the other Party or the name of any representative of the other Party in any sales promotion
work or advertising, or in any form of publicity,without the prior written permission of the other
Party.
10.TERMINATION. Either Party may terminate this Agreement at any time upon thirty (30) days'
prior written notice. In the event that either Party shall be in default of any of its obligations
under this Agreement and shall fail to remedy such default,within thirty (30) days after written
notice thereof, the Party not in default shall have the option of terminating this Agreement by
giving written notice of termination with an immediate effect to the defaulting Party. Upon
termination or expiration of the Agreement, any provisions that are intended to continue and
survive shall survive expiration or termination of this Agreement.
11. FORCE MAJEURE. Neither Party to this Agreement shall be responsible for any delays or failure
to perform any obligation under this Agreement due to any cause beyond its reasonable control,
including without limitation, acts of God, unauthorized occupation of the Property by third-
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parties, natural disasters, strikes, disturbances of peace, war, insurrection, acts of terrorism,
governmental action, government shutdowns, governmental issued states of emergency,
quarantine restrictions, epidemics, or other emergencies including planned or unplanned
closures of the affected Party's facilities for public health, welfare, or safety purposes, which
make it inadvisable, excusable, or impossible to perform this Agreement. The obligations and
rights of the Party excused from performance under any of these circumstances shall be
suspended during an event of force majeure. In the event the force majeure event continues for
a period in excess of thirty (30) days, either Party shall have the right to terminate this
Agreement upon ten (10) days' prior written notice to the other Party.
12. NOTICE. Any notice required or permitted under this Agreement shall be effective only if given
in writing and delivered by one Party to the other at the addresses below or such other
addresses as either Party may later specify in writing. Notice is deemed effective on the date it
is given if hand-delivered. Notice given by U.S. mail shall be deemed to have been given three
(3) days after it is deposited in the U.S. mail, postage prepaid and addressed as follows:
To University: To City:
Chapman University City of Santa Ana
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Office of the Executive Vice President Planning and Building Agency (PBA)
One University Drive 20 Civic Center Plaza
Orange, CA 92886 Santa Ana, CA 92701
Attn: EVP & COO Attn: Margarita Macedonio,
Principal Community Planner
With a copy to:
Chapman University
Office of Research
One University Drive
Orange, CA 92866
Attention: Vice President for Research
13. CONFIDENTIAL INFORMATION. "Confidential Information" shall mean proprietary and
confidential information communicated by one Party to the other in writing, marked as
"Confidential" or, in the case of oral disclosures, identified at the time of such oral disclosure as
confidential, and reduced to writing and identified as "Confidential" within thirty (30) days of
disclosure. The receiving Party shall use reasonable efforts not to disclose the disclosing Party's
Confidential Information to anyone except as necessary for purposes of the Project. The
receiving Party will use the Confidential Information only in the performance of the Project.The
receiving Party shall have no obligations under this section with respect to information that:
13.1. was known to it prior to receipt hereunder, as demonstrated by written records;
13.2. at the time of disclosure was generally available to the public, or which after disclosure
becomes generally available to the public, through no fault attributable to receiving
Party;
13.3. is hereafter made available to receiving Party for use or disclosure by disclosing Party
from any third party having a right to do so;
13.4. is required to be disclosed by law, governmental rule or regulation or order of a court
with competent jurisdiction; or
13.5. is independently developed by receiving Party without reference to the Confidential
Information.
All Confidential Information will remain the property of the furnishing Party. This Section shall
survive termination or expiration of this Agreement.
14. RIGHTS TO COMMUNITY OUTREACH MATERIALS. During the Project, either Party may produce-
community outreach materials including but not limited to brochures, flyers, presentation
materials, and educational resources (hereinafter "Community Outreach Materials"). The
Parties agree that:
14.1 Copyright ownership of Community Outreach Materials created solely by University
shall reside in University ("University Community Outreach Materials"). Copyright
ownership of Community Outreach Materials created solely by City shall reside in City
("City Community Outreach Materials"). Copyright ownership of Community Outreach
Materials created jointly by both Parties shall reside jointly in both Parties (`-`Joint
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Community Outreach Materials"),
14.2 University hereby grants City a limited, non-exclusive, nontransferable, royalty-free
right to copy and display University Community Outreach Materials for the sole
purpose of performing the Project. City shall not distribute University Community
Outreach Materials to a third party without the prior written approval of University.
14.3 City hereby grants University a limited, non-exclusive, nontransferable, royalty-free
right to copy and display City Community Outreach Materials for the sole purpose of
performing the Project. University shall not distribute City Community Outreach
Materials to a third party without the prior written approval of City.
14.4 Each Party hereby grants to the other Party a limited, non-exclusive, nontransferable,
royalty-free right to copy and display Joint Community Outreach Materials for the sole
purpose of performing the Project.
15, RIGHTS TO DATA AND RESEARCH RESULTS. For the performance of the Project in accordance
with Exhibit A, University will collect data and will analyze such Data to produce research
findings. The Parties agree that:
15.1 Data collected by University in the performance of the Project, including both raw data
and processed data generated by University(collectively referred to as"Project Data"),
shall be owned by University.
15.2 Titles to all research results, including data analysis and any written reports generated
by University in the performance of Project ("Research Results"), shall reside in
U n ive rs ity.
15.3 University hereby grants to the City a limited, non-exclusive, nontransferable, royalty-
free right to use Project Data solely for the performance of the Project.
15.4 University hereby grants to the City a limited, non-exclusive, nontransferable, royalty-
_.. free right to use Research Results solely for noncommerial purposes.
16. PUBLICATION. University and University Principal Investigator have the right to publish or
otherwise publicly disclose information gained in the course of the work performed under this
Agreement, including any Research Results. In order to avoid disclosure of Confidential
Information provided to University by City in accordance with Section 13, University will submit
any prepublication materials to City for review and comment at least thirty (30) days prior to
planned submission for publication. City shall notify University within fifteen (15)days of receipt
of such materials whether they contain City's Confidential Information. Subject to its obligation
not to disclose City's Confidential Information, University shall have the final authority to
determine the scope and content of any publications. If, according to academic standards, City
Principal Investigator is considered a co-author of any publication with University Principal
Investigator, then such joint publication will attribute the City Principal Investigator as a co-
author, and the final authority to determine its scope and content shall be made jointly by both
Parties.
It is understood and agreed to by the Parties that any restrictions regarding Confidential
Information are not intended to, and do not, constrain any University rights to publish. City
recognizes that under University principles of academic freedom, Research Results must be
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publishable and agrees University shall be permitted to present information gained in the course
of the work performed under this Agreement at symposia, national or regional professional
meetings and to publish in journals, theses or dissertations, or otherwise of its own choosing,
methods and results of collaboration. University shall have the right to acknowledge City's
participation of the Project in scientific or academic publications and other scientific or academic
communications. University shall provide City a copy or notice of any publication in any scholarly
journal that includes a report of the Research Results.
17. PUBLICITY.The Parties shall coordinate publicity regarding the community engagement portions
of the Project. Each Party shall have pre-approval rights regarding the timing, content, and
communications channels of any public announcement or other messaging regarding the
Project.
18. ASSIGNMENT. Neither Party shall assign this Agreement without the prior written consent of
the other Party. Subject to the foregoing, this Agreement shall be binding and inure to the
benefit of the respective successors and assigns of University and City, respectively to the extent
assignable.
19. INDEPENDENT CONTRACTOR. Both Parties acknowledge that they are independent contractors,
and nothing contained in this Agreement shall be deemed to create an agency, joint venture,
employment relationship, or partnership between the Parties, and neither Party shall so hold
itself out. Neither Party shall have the right to obligate or bind the other Party in any manner
whatsoever, and nothing contained in this Agreement shall give or is intended to give any right
of any kind to third parties. It is specifically acknowledged that nothing in this Agreement shall
be considered to create more than the mutual duties, responsibilities, and benefits specifically
set forth herein. Each Party will hold itself out as a separate,independent entity during the Term.
20. NO WAIVER. No term or provision hereof shall be deemed waived and no breach excused unless
such waiver or consent shall be in writing and signed by the Party claimed to have waived or
consented. The failure of either Party to exercise any right or remedy hereunder shall not be
deemed to be a waiver, in whole or in part, of such right or remedy or other right or remedy
hereunder. All remedies, either under this Agreement or by law or otherwise afforded, will be
cumulative and not alternative.
21. ARBITRATION.Any dispute, claim or controversy arising out of or relating to this Agreement or
the breach, termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this agreement to arbitrate,-shall be determined
by arbitration in Orange County, California before one arbitrator. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment
on the Award may be entered in any court having jurisdiction. This clause.shall not preclude
Parties from seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction.
22. ENTIRE AGREEMENT. This Agreement, together will all exhibits, constitutes the entire
agreement between the Parties and supersedes any and all prior negotiations, commitments,
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agreements, or understandings between the Parties regarding the subject matter of this
Agreement. No modification of this Agreement shall be valid unless made in writing and
approved and signed by authorized representatives of both Parties.
23. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the
laws of the State of California without giving,effect to the conflicts of laws principles thereof. If
any legal action is necessary to enforce the terms and conditions of this Agreement,the Parties
agree that Orange County, California, shall be the sole venue and jurisdiction for the bringing of
such action.
24. SEVERABILITY. If any term or provision of this Agreement is for any reason held to be invalid,
such invalidity shall not affect any other term or provision, and this Agreement shall be
interpreted as if such term or provision had never been contained in this Agreement.
25. EXECUTION IN COUNTERPARTS.This Agreement may be executed in one or more counterparts,
each of which shall constitute one and the same Agreement. Further, the Parties may execute
this Agreement via fax or electronic mail transmission.A true and correct copy of the Agreement,
as executed by the Parties, may be used in lieu of an original for all purposes permitted by law.
26. AUTHORITY. Each person signing this Agreement represents and warrants that he or she is duly
authorized and has legal capacity to execute and deliver this Agreement. Each Party represents
and warrants to the other Parties that the execution and delivery of the Agreement and the
performance of such Party's obligations hereunder have been duly authorized, and that the
Agreement is binding on such Party.
[signatures appear on the following page]
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The Parties hereto have entered into this Agreement as of the Effective Date.
CHAPMAN UNIVERSITY CITY OF SANTA AN
l
By: By:
Brian M. Thomason Alvaro IV hez
Its: Interim EVP & COO Its: City Manager �7
Date: Ae 1 _1 02 C Date: !ice c
V i
I have read this Agreement and understand my obligation as University Principal Investigator
hereunder:
By: 1'juuL 1004iell et2
Thomas Piechota
Date: 1 0/8125
1 have read this Agreement and understand my obligation as City Principal Investigator hereunder:
MargaYita Macedonio
Date:
Jennifer L, SIB
city a rk
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s
Exhibit A
Project
Preface
The City's Neighborhood Initiatives and Environmental Services (HIES) section was awarded
Community Development Block Grant federal funding to address the Urban Heat Island Effect (UHIE)
through the application of a Cool Pavement treatment at several community parks. HIES worked with staff
from the Public Works Agency to identify park construction projects.The first round of project funding
complements the asphalt coating and restriping at Madison Park parking lot of 41,400 sq.ft and Campesino
Park parking lot area of 10,400 sq. ft. Cool Pavement treatment at both parks was completed June loth,
2025.
The Scope of the Project:
University's Grand Challenges Initiative Team (GCIT)will perform a 2-Task Cool Pavement temperature data
collection (TDC) of Madison Park and Campesino Park parking lots for the City of Santa Ana's Planning and
Building Agency and Public Works Agency to integrate to the following Santa Ana general plan EJ policies:
1.3 Community—Collaboration, Conservation 1,10, Conservation 1.11, and Community 2.2. The Project is
expected to:
a) Create data measures for consideration of public educational purposes.
b) Enhance Santa Ana communities' learning about the UHIE and heat mitigation strategies.
c) Give hands on experience for GCIT students and community members working on a city Cool
Pavement TDC project.
d) Offer Chapman students the opportunities for involvement in community engagement and
workshops in the community.
e.) Provide members of the public access to real-time data that can determine the efficiency of the
Cool Pavement installment.
The GCIT comprised of professors and students, will provide methodological and analytical expertise to the
research in all tasks of the project_The GCIT will specifically__________
1. Supervise TDC activities
2. Monitor,collect and analyze temperature data.
3. Utilize and provide their own research equipment.
4. Present a data report designed to educate the public and encourage an increase in city tree
canopy coverage.
As the project manager of the City's Cool Pavement Pilot Project, the HIES team will facilitate research and
community engagement in all tasks of the project. HIES will specifically:
1. Provide Public Works Agency with regular collection updates.
2. Schedule timely check-ins with GCIT to ensure that deadlines are met and deliverables are
completed.
3. Provide support with outreach to neighborhoods to notify residents about onsite testing days.
4. Create a public involvement plan that includes opportunity awareness of city events, schools, and
other community spaces.
S. Collaborate with the City's Parks Security Services Park Patrol for security awareness during TDC
activities.
6. Facilitate the scheduling of community engagement presentations.
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Cool Pavement TDC Detailed Project Tasks
The Project will consist of two tasks.
Task 1—Data Collection and Community Engagement(October 2025-April 2026)
a) GCIT students will collect data at Madison Park and Campesino Park parking lots.
i. NIES staff will be present during TDC activities and, as a courtesy, can inform City's Parks
Services Patrol of TDC activity to increase safety measures for GCIT students.
ii. GCIT students will utilize their own portable equipment to document TDC of Madison Park
and Campesino Park parking lots; students will also record TDC of asphalt adjacent to
parking lots without Cool Pavement installed.
iii. GCIT students will collect data twice a month,varying times of day, with schedules pre-
coordinated for TDC activities.
b) GCIT students and NIES will collaborate on the development of community engagement outreach
material.
L Educational outreach material will consist of Cool Pavement project information, health
risks related to heat exposure, and the UNIE.
ii. Both NIES staff or GCIT students will conduct outreach on scheduled TDC days.
Task 2—Final Report with Findings(May 2026 June 2026)
a) GCIT students will analyze TDC and report their findings.
i. GCIT students will create a final report with TDC summary.
ii. GCIT students will present to the City's Environmental Justice Action Committee.
b) NIES staff will report GCIT's findings to inform and engage diverse audiences about the project's
purpose and implications.
i. Target audiences may include: neighborhood associations, environmental justice cluster
residents,schools,the general public, and city staff.
Cool Pavement TDC Project Timeline 2025-2026:
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Dee 2024:New Asphalt was placed at June 2025-July 2025:Cool Pavement
Madison Park and Campesino Park March 2025—May 2025:Chapman was installed at Madison and
(100 day to 150 days for oils to settle University Students worked on Campesino Park.GCIT and NIES will
and Cool Pavement can then be proposal for TDC data collection. finaize agreeement documents,
installed).
(Task 1)October 2025-April 2026:Students will (Task 2)May 2026-June 2026:Findings of TDC
begin data collection and continue throughout the will be anaylzcd and final report will be completed.
2025-2026 school year. GCFr will present findings.NIES will also present
findings.
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