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HomeMy WebLinkAboutCOMMUNITY REDEVELOPMENT AGENCY (30) - 2011A-2011-060 COOPERATIVE AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND THE CITY OF SANTA ANA FOR THE DOWNTOWN PARKING GARAGES/LOTS AND THE WAYFINDING SIGNAGE PROGRAM THIS COOPERATIVE AGREEMENT is entered into this 7s' day of March, 2011, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic (the "Agency"), and the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"). WITNESSETH C 1 A. The Agency is undertaking certain activities necessary for the execution of the City of Santa Ana redevelopment projects (the "Projects") under the provisions of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) and pursuant to the redevelopment plans for the Projects. B. The Agency desires to contract with the City for the City to provide for the construction and installation of public improvements projects which, in this case, will consist of the capital improvements to the parking structures/lots, architectural upgrades for structural efficiency, ADA compliance, addition of new security systems and installation of operational equipment and construction of new signage at the parking structures/lots within the Merged Project Area. Such work will be referred to hereinafter as "Publicly Owned Improvements" in connection with the Agency's redevelopment activities within the Merged Project Area C. The Agency is willing in connection with the provision of such Publicly Owned Improvements by the City, to pay for a portion of the total construction costs of such Publicly Owned Improvements. D. The City has initially paid or will initially pay for said Publicly Owned Improvements on the condition that the Agency contribute to the costs of such construction work on the Publicly Owned Improvements. E. The City and Agency by resolution have each found that the use of Agency redevelopment funding for the Publicly Owned Improvements included herein is in accordance with Section 33445 and 33445.1 of the Community Redevelopment Law ("CRL") and other applicable law. Such Council and Agency resolutions are each based on the authority, with the consent of the Council, to pay all or part of the cost of the installation and construction of any building, facility, structure, or other improvement which is publicly owned, either within or outside a Project Area, if the City Council makes certain determinations. F. The recommended actions provide an opportunity to affirm the use of bond proceeds pursuant to the Official Statement and budgeted capital project funds for the Publicly Owned Improvements. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. SCOPE OF WORK A. The City will be contracting with the lowest and best bidder to perform the Parking Structure/Lot construction improvements pursuant to plans and specifications to be prepared by the City. The work consists of capital improvements to the parking structures/lots, architectural upgrades for structural efficiency, ADA compliance, addition of new security systems and installation of operational equipment within the Merged Project Area. B. The City will be contracting for the implementation of the way-finding signage program for the Downtown including, but not limited to, construction of signage for the parking structures and public surface parking lots. C. It is the responsibility of the City to pay all development and construction costs in connection with these Publicly Owned Improvements from funds paid to the City by the Agency under this Agreement. D. The City shall perform its obligations hereunder in accordance with all applicable provisions of federal, state and local laws, including its obligation to comply with environmental laws such as CEQA, and shall timely complete the work required for the Publicly Owned Improvements referenced herein. 2. COMPENSATION AND METHOD OF PAYMENT The Agency shall contribute to the construction of the Publicly Owned Improvements in an amount not to exceed Nine Million Four Hundred Fifty Five Thousand Dollars ($9,455,000.00). The Agency shall pay the City the actual cost incurred by the City for the Publicly Owned Improvement construction work set forth in Section 1. The amount to be paid by the Agency hereunder shall be paid in the same fiscal year as the year in which the debts are incurred by the City. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of said Code, will each assume the full liability imposed upon it, or any of its officers, agents or employees by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above-stated purpose each party indemnifies and holds harmless the other party for any loss, costs or expense that may be imposed upon such other party solely by virtue of said Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if fully set forth herein. 4. SEVERABILITY If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. TERMINATION This Agreement may be terminated by the Agency upon sixty (60) days written notice of termination. In such event, City shall be entitled to receive and the Agency shall pay City compensation for all services performed by City prior to receipt of such notice of termination. However, as a condition of such payment, the Executive Director may require City to deliver to the Agency all work product completed as of such date, and in such case such work product shall be the property of the Agency unless prohibited by law, and City consents to the Agency's use thereof for such purposes as the Agency deems appropriate. 6. EFFECTIVE DATE OF AGREEMENT This Agreement shall take effect from and after the date of adoption and approval by the City and the Agency pursuant to official action of the governing bodies thereof and shall be effective for a duration not to exceed the time necessary for the City to complete the work and for the Agency to pay the City in full, unless terminated as set forth hereinabove. This Agreement shall apply to all activities carried out by the City as set forth in Section I hereto. 7. BINDING ON SUCCESSORS Unless terminated pursuant to section 5, this Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. IN WITNESS WHEREOF, the parties hereto have executed this Cooperative Agreement the date and year first above written. ATTEST: '?'r a't'? Maria D. Huizar Clerk of the Council CITY OF SANTA ANA By David N. Ream City Manager ATTEST: Maria D. Huizar Secretary APPROVED AS TO FORM: Joseph Straka Interim City Attomey/Agency General Counsel By: Lisa E. Storck Assistant City Attorney/Assistant Counsel COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By: Nancy TEEdwar Interim xecutiv Director