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HomeMy WebLinkAboutRANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT (23) - 2015{;daURAN(E NGT REQUIRED WORK MAY PROCEED A- 2015 -182 CLERK OF COUNCIL DATP /0 ._7— _-15 REIMBURSEMENT AGRELMENT FOR COMPLETION OF LAND CONVERSION APPROVAL FOR CEN'T'ENNIAL EDUCATION CENTER This Reimbursement Agreement for Completion of Land Conversion Approval for Centennial Education Center ( "Agreement ") is made and entered into on August t8, 2015, by and between Rancho Santiago Community College District ( "District ") and the City ofSanta Ana, a charter city and municipal corporation organized and existing under the Constitution and taws of the State of California ( "City "). RECITALS A. The City owns Centennial Park in the City of Santa Ana. B. The City obtained the land for Centennial Park from the United States government subject to cert'a'in use restrictions imposed in the grant deed by which title to the land was conveyed to the City ("Use Restrictions"), The Use Restrictions require the land to be used for public recreational purposes. The National Park Service ( "NPS ") is charged with interpreting and enforcing the Use Restrictions, C. By License Agreement in 1979, the City licensed approximately 1.76 acres within the Park to the District ( "License Area') to build and operate an educational facility that was approved by the NPS. The District was later allowed to expand the License Area to include a total of approximately 2.6 acres. The entire facility is known as Centennial Education Center. D. The License Agreement original expiration date was November 2004 and has been extended twice, to allow time for the District to vacate the site or work with the City on a possible land conversion plan. The License Agreement presently expires in November 2019. E. The District has expressed its interest to convert the License Agreement into a long -term lease in order to permit the District to make improvements to its facilities. This request was initially denied by the NPS because it did not satisfy the Use Restrictions. F. A long -tern lease may only be negotiated if a land conversion is approved by NPS, which would effectively release the 'License Area front the Use Restrictions and transfer the Use Restrictions to one or more new park sites of equal size and value. The NPS has established requirements for laud conversion approval under Section 6(f)(3) of the Land and Water Conservation Fund Act that are more specifically delineated at 36 C.F.R. § 59,3 ("Land Conversion Requirements "), G. One City-owned parcel of 1.4 acres has already been identified and approved by NPS under this process, and it is expected that two additional sites ( "Replacement Properties ") will be proposed by the City to NPS For consideration in order to complete the land conversion. The Replacement Properties are identified as follows: 1{ Litt and i'vI) ttc Parcel t_09 acLcs La Ncwhhorhood Pucek _. .42 acres Total Lil acres H. The District has previously reimbursed the City for costs associated with the earlier land conversion and wishes to reimburse the City for additional costs to be incurred to fulfill the Land Conversion Requirements for the Replacement Properties. The parties therefore agree: 1. In consideration for the District's obligations in this Agreement, the City agrees to hiitiate and pursue the Land Conversion Requirements and take all other actions necessary to obtain the NPS's approval of the Replacement Properties and removal of the Use Restrictions from the License Area in order to allow the City and the District to enter into negotiations for a long -term lease of the License Area, 2. The District agrees to cooperate with the City in fulfilling the Land Conversion Requirements and to reimburse the City in an amount not to exceed Three Hundred Thirty-Four Thousand Dollars ($334,000) for its costs at such times and in such amounts set forth in this Agreement. 3. The scope of the Land Conversion Requirements shall conform with those requirements found at 36 C.F.R. § 59.3, which are incorporated by reference, and any other applicable requirements hereafter established by the NPS. 4. The estimated costs of the Land Conversion Requirements are set forth in Exhibit A and are based on the City's prior experience in the earlier land conversion. Notwithstanding the foregoing, the District shall reimburse the City for the actual costs for the tasks described in Exhibit A and any others required by the Land Conversion Requirements, subject to the provisions of subsection 4.c and Section 5 below, and provided in all cases that such reimbursement shall not exceed the amount specified in Section 2 above, Additionally, the Executive Director of the City's Parks, Recreation and Conviiunity Services Agency ( "'Executive Director ") and the District's Vice Chancellor of Business Operations /Fiscal Services ( "District Official ") are hereby authorized to add any additional categories of expense if so required by the NPS, provided that the total reimbursement obligation of the District shall not exceed $334,000 without written approval by the City Council and the District's governing board, which approval must be granted by both the City and the District before such additional expenses are incurred. a. City shall ensure that the scope of work and deliverable(s) of each consultant utilized will comply with the scope of the Land Conversion Requirements. b. City shall formally bid and award contracts in accordance with City's rules and regulations for the procurement of materials, supplies, labor, and equipment. c. Prior to offering any contract for the performance of any task described in Exhibit A or otherwise required in connection with the Land Conversion Requirements ( "Contract "), whether such offer is made through private negotiations or in connection with an invitation for public bids, the City shall deliver a copy of such Contract to the District. The District shall have ten (10) business days in which to comment upon and request modifications to the Contract, including without limitation changes to the proposed contract price or any portion of the proposed scope of work which the District considers unnecessary to accomplishing the goal of obtaining NPS approval to the removal of the Use Restrictions from the License Area. To the extent practical, and if not otherwise prohibited by the City charter, municipal code, or applicable law, the City will modify the Contract to address the District's concerns. 5. Payment by the District shall be made within thirty (30) days of the District's receipt of (a) the City's payment request based on invoices received by the City from its consultants for the required tasks and Services described on Exhibit A, (b) copies of those invoices, (e) any work product or other "'deliverables" given by that party to the City which are referenced in or otherwise pertain to the invoices and (d) copies of any other supporting documentation reasonably requested by the District to evidence that the work invoiced by the consultant has actually been performed. Within said 30 -day period the District shall have the right to dispute any or all of the requested reimbursement amount. If the patties are unable to agree upon an appropriate reduction within that time, the District shall pay the requested amount but may do so under protest, reserving its right to resolve claims over disputed amounts at a later time. 6. This Agreement shall continence on the date first written above and expire on the latter of the dates when (a) the City has been reimbursed in full for the expenses that are the subject of this Agreement or (b) the NPS has rendered its final decision as to whether the Replacement Properties are acceptable to cause the Use Restrictions to be removed from the License Area This Agreement may be terminated earlier by mutual agreement of the parties, provided that the City is paid in full for all expenses it has incurred at the time of the effective date of termination. 7. The City acknowledges that the District is providing the funding which is the subject of this Agreement with the understanding that if and when the Use Restrictions are removed from the License Area by the NPS, the City and the District will enter into negotiations for a long -term lease agreement for the District's use of the License Area on terms and conditions mutually acceptable to the City and the District, If, within thirty -six months following the removal of the Use Restrictions, the parties do not enter into a mutually acceptable lease, and the City enters into a lease for the License Area with a different party, the City shall require as a term of that lease the payment by the lessee to the District of the sum of all amounts paid, by the District to the City under this Agreement. 8. The City and the District shalt indemnify, defend, and hold harmless each other, their respective officers, agents, and employees from any expense, liability, or claim for death, injury, loss, damage or expense to person or property that may arise or is claimed to have arisen pursuant to this Agreement to the extent that such expenses, liability, or claim is proximately caused by any act or omission of the other, or its officers, agents, or employees. 9. Any notice to be given in connection with this Agreement shall be in writing and directed to 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 that same day and on the day delivered by over- night mail. Notice given by U.S. mail shall be deemed effective three (3) days after it is deposited in the U.S. mail, postage prepaid and addressed as follows: DISTRICT: Rancho Santiago Community College District Vice Chancellor Business Operations /Fiscal Services 2323 N. Broadway Santa Ana, CA 92706 -1640 CITY: City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council 10. This Agreement constitutes the entire agreement between the City and District regarding the subject matter herein, and supersedes all other agreements, oral or written, between the parties. This Agreement may only be modified in a writing signed by authorized representatives of both parties. 1 1. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in eonneation, with, or by reason of this Agreement. WHEREFORE, the parties have entered into this Agreement on the date hrst written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R.. CARVALHO City Attorney J 7OkIN M. Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT PETER I ASH Vice Chanc or, "15", BUSiIACSS Operations and Financial Services EXHIBIT A Tasks Ordinarily Associated with Land Conversion Requirements Task Documents from city evidencing desire to substitute land of equivalent fair market and recreational value, Appralsal report of substitute parcels, Replacement property must be of at least equal fair market value and of reasonably equivalent usefulness and location, Justification and assessment of public recreational value in land exchange. Phase 1 Environmental site Assessment of substitute property, indicating It Is environmentally safe and not latently contaminated. National Environmental Policy Act Assessment (NEPA) of proposed release of park /recreation use of former property and assessment of potential Impact of new park development, A copy of the state, city or county recreation map showing present park land in relationship to proposed substitute land. A copy of the legal description for the proposed replacement property and proposed property to be converted, SUBTOTAL Contingency 110%) TOTAL Estimated Cost Actual costs by city $ 30,000 $ 64,000 $ 14,400 $ 187,050 Actual costs by city $ 8,000 $ 303,450 30,345 $333,795