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HomeMy WebLinkAboutCC 7 E. TUSTIN F.S. 43 07-15-91CONSENT CALENDAR NO. 7 7-15-91 ATE: JULY 15, 1991 tit er-C O m TO: WILLIAM A. HUSTON, CITY MANAGER FROM: COMMUNITY DEVELOPMENT DEPARTMENT SUBJECT: EAST TUSTIN FIRE STATION 043 - CONSTRUCTION IMPLEMENTATION AGREEMENT RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute the attached Fire Station Construction Implementation Agreement. BACKGROUND The City Council in March of 1990 approved a tri -party Memorandum of Understanding (MOU) between the City, The Irvine Company (TIC) and the Orange County Fire Department (OCFD) authorizing TIC to assume project management responsibility for design and construction of a new fire station in East Tustin. The Council also approved a Reimbursement Agreement with TIC for financing construction of the facility including the mechanism to be used by the City in releasing collected developer fees as costs are incurred by.the Company. In accordance with item #10 on the MOU development of a Project Implementation Agreement was necessitated to identify project milestones, scheduling, key responsibilities and legal issues. A Draft Implementation Agreement between all three parties was received and approved at a meeting of the City Council on August 20, 1990. Unfortunately, upon further review of the documents the County has .decided they do not wish, nor need, to be a party to the agreement. A revised agreement between the City and TIC, therefore, had to be prepared and reviewed by the City Attorney (see attached). Staff would expect to shortly bring to the City Council a lease agreement for the OCFD's use of the fire protection facility and engine pumper. Christine A. Shingl on Assistant City Manager CAS:kbc\fire43.cas FIRE STATION CONSTRUCTION IMPLEMENTATION AGREEMENT This Agreement is made and between THE IRVINE COMPANY, a Michiga corporation by ("COMPANY"), and THE CITY OF TUSTIN ("CITY") without regard to number and gender. R E C I T A L S A. COMPANY is developing the East Tustin Specific Plan area ("Project") which will include residential, commercial and recreational uses. B. CITY and COMPANY entered into a'Development Agreement ("Development Agreement") executed December 3, 1986, by which COMPANY agreed to provide public improvements and dedications for the Project, including a fire station facility ("Fire Station Facility") and site, in consideration for CITY'S assurance that COMPANY shall be able to complete its development as set forth in the East Tustin Specific Plan adopted by CITY on March 17, 1986. C. CITY, COMPANY and the COUNTY OF ORANGE ("COUNTY") Fire Department entered into a Memorandum of Understanding on March 20, 1990 ("MOU"), which sets forth in general terms fundamental principles among the parties thereto regarding the construction, equipping, and operation of the Fire Station Facility. D. The Fire Station Facility is being constructed at this time purely for the convenience of the COMPANY. The COMPANY is constructing the Fire Station Facility in order to comply with the Development Agreement. It is contemplated that the CITY will thereafter lease the Fire Station Facility to the COUNTY which will operate the Fire Station Facility pursuant to the terms of the lease. NOW, THEREFORE, in consideration of these Recitals and other considerations herein set forth, it is mutually agreed as follows: I. COMPANY, in order to provide the land, improvements, furnishings, and equipment necessary to establish an operational Fire Station Facility, agrees as hereinafter set forth: A. OFFER A SITE COMPANY shall offer land ("Site") to City for a permanent Fire Station Facility to serve the Project. The location of the Site for the Fire Station Facility has been approved by CITY and COUNTY. The Site is shown on Exhibit "A" (Site Plan) and described in Exhibit "B" (Site Legal Description). COMPANY warrants that the site contains a minimum buildable area of one and one-quarter (111) acres. The Site shall be used only for operation of said facility provided, however, CITY may use one-quarter (,) acre of the Site for a city 01\wp50\tic\13firest.agr _1_ maintenance facility. B. DESIGN AND CONSTRUCT FIRE STATION FACILITY COMPANY shall design, construct, equip, and furnish a permanent Fire Station Facility on the Site, pursuant to the following: CITY's standards for fire stations; the Development Agreement and Memorandum of Understanding referenced in Recitals B and C above; the "County of Orange Fire Station Design Guide"; and the "Architect -Engineer Guide" which may be obtained from COUNTY's GSA/Architect and Engineer Division. The term "Fire Station Facility" shall include: building or buildings; parking areas; driveways; sidewalks; walls and fences; landscaping; water, sewer, gas and electrical utility lines; pipelines; transmission lines and facilities; underground fuel storage tanks; emergency generator; dispensing pumps; equipment; furnishings; and any ancillary and incidental buildings, fixtures, structures, and improvements necessary to provide an operational Fire Station Facility, as provided for in the Plans and Specifications hereinafter defined. COMPANY's responsibility shall also include but not necessarily be limited to providing such necessary things as requisite planning and design, engineering, obtaining all appropriate permits, inspections, grading, installing utility connections, and necessary off-site improvements. 1. PLANS AND SPECIFICATIONS FOR FIRE STATION FACILITY CONSTRUCTION COMPANY shall submit to CITY phased Plans and Specifications for the construction of the Fire Station Facility on the Site. The size of the fire station building shall be approximately 7,000 square feet. Plans shall be prepared by an architect licensed in the State of California. The four phases of plans submittals shall be: (a) Schematic Design Plans; (b) Design Development Plans; (c) Interior Furnishing Plans; and (d) Construction Documents. The number of sets required for each submittal shall be according to the current standards. Contents of each phased submittal of plans, documents, and specifications shall be as further defined in Exhibit "C" (PHASED SUBMITTALS OF PLANS AND SPECIFICATIONS). Upon receipt of each complete submittal from COMPANY, CITY shall approve or reject with detailed comment and the reasons therefor, the submitted Plans and 01\wp50\tic\13firest.agr -2- Specifications within thirty (30) working days of receipt. If rejected, COMPANY shall make corrections and resubmit the corrected plans for approval before the next phase of plans is submitted. Once CITY has approved any phased submittal of Plans and Specifications as described in Subsections ( a) , ( b) or (c) of this Section I(B)(1), CITY may not require COMPANY to make further alterations to the submitted and approved Plans and Specifications unless it demonstrates a substantial basis for doing so and reimburses COMPANY for all costs of revising the Plans and Specifications which are incurred by COMPANY in connection with such alterations. Notwithstanding anything contained in this Agreement to the contrary, COMPANY shall have no obligation to incur costs in connection with the construction of the Fire Station Facility in excess of the amount specified in that certain Reimbursement Agreement for Dedication and Construction of a Fire Protection Facility and Purchase of a New Engine Pumper, by and between COMPANY and CITY dated as of March 19, 1990. Furthermore, once CITY has approved the Construction Documents described in Subsection (d) of this Section I (B) (1) , CITY shall not, thereafter, rescind or add further conditions to its prior approvals without the written consent of COMPANY. Approval of the Plans and Specifications by CITY or failure by CITY to comment on any item in the Plans and Specifications does not in any way relieve COMPANY of its responsibility for the technical adequacy of the Plans and Specifications or of any of its other responsibilities under this Agreement. 2. SITE PREPARATION The Site shall be graded and utilities installed in accordance with a grading plan prepared by a licensed civil engineer which has been reviewed and approved by CITY. Review of the grading plan shall be completed within twenty-one (21) working days of receipt. Approval of said grading plan by CITY shall not relieve COMPANY of the responsibility for complying with all applicable requirements and permits or approvals from authorities of the appropriate jurisdictions. COMPANY's grading shall include SITE. COMPANY shall construct utility lines, including those telephone and electricity, and television transmission cables signals. 3. FIRE ENGINE FUNDS precise grading of the and install all necessary for sewer, water, gas, conduits for underground and traffic control CITY, with the assistance of the Orange County Fire 01\wp50\tic\13firest.agr -3- Department, shall acquire a new fire engine ("Fire Engine") for the Orange County Fire Department's use at the Fire Station Facility. CITY agrees that within thirty (30) days of execution of this Agreement, CITY shall ensure that approximately $200,000 of the funds designated to finance construction of the Fire Station Facility and purchase of the Fire Engine pursuant to the Development Agreement shall be available for the purchase of a fully -equipped Fire Engine. CITY shall purchase and own the Fire Engine and equipment. CITY shall enter into a standard no -cost lease agreement ("Lease") for the Orange County Fire Department's use of the Fire Engine. It is contemplated that the Lease shall provide that: (i) the Orange County Fire Department shall assume all responsibility for maintenance and repair of the Fire Engine and equipment during the term of the Lease; (ii) the Fire Engine may be used for automatic or mutual aid assistance to other counties or cities and shall be considered part of the Orange County Fire Department's automotive fleet for purposes of maintenance, rotation, and replacement, provided an equivalent fire engine is assigned to Fire Station No. 43; and (iii) in the event CITY forms its own fire department in the future, the Orange County Fire Departmentshall, at no cost to CITY, provide CITY with a fire engine of equivalent value, reflecting depreciation, to replace the Fire Engine originally provided to COUNTY by CITY for Fire Station No. 43. 4. ADDITIONAL SUBMISSIONS FOR COUNTY REVIEW It is the present intention of the parties that the Fire Station Facility be leased to the COUNTY's Fire Department after it is completed. Therefore, and in the spirit of compliance with the MOU, whenever COMPANY submits Plans and Specifications for CITY's review under Sections I (B) (1) and ( 2 ) hereof, CITY shall submit two duplicate sets of such Plans and Specifications to COUNTY's GSA/Architect and Engineer Division for review and comment. 5. CONSTRUCTION BY COMPANY COMPANY shall cause the Fire Station Facility buildings and site improvements to be constructed on the Site substantially in accordance withCITY-approved Plans and Specifications. The site plan (��Site Plan") showing precise grading and location of utilities shall be a basic plan for construction of the Fire Station Facility. The Site Plan shall be prepared by COMPANY and submitted to CITY for review within thirty (30) calendar days following execution of this Agreement. CITY's review thereof shall be completed within thirty (30) calendar days of receipt of said Site Plan. 01\wp50\tic\13f irest.agr -4- The Construction Documents (as defined in Exhibit "C" attached hereto), including working drawings, plans, specifications, and construction schedule prepared by COMPANY and approved by CITY pursuant to Section I.B.1. (PLANS AND SPECIFICATIONS FOR FIRE STATION FACILITY CONSTRUCTION) shall be used for the construction of the Fire Station Facility. All construction work shall conform with the standards contained in the Plans and Specifications. COMPANY is responsible for obtaining all necessary permits and approvals from authorities of the appropriate jurisdictions and complying with all applicable building codes and construction requirements. A registered independent Essential Facilities building inspector, hired by COMPANY, shall inspect the building construction in accordance with the Essential Services Code provisions. COMPANY hereby grants to CITY, its agents and assigns, a right to enter the Site for inspection purposes only in connection with the Fire Station Facility construction from the date of execution of this Agreement until CITY records a grant deed for the Fire Station Facility. Such rights to enter the Site are subject to the terms and conditions of the Entry Permit attached hereto as Exhibit "D." In addition, COMPANY agrees to permit COUNTY to enter the Site during the time period described above in this subsection, provided that the COUNTY has executed an Entry Permit with COMPANY in the form of Exhibit "E." 6. RECORD DRAWINGS Within sixty (60) days following completion and acceptance by CITY of the Fire Station Facility, COMPANY shall furnish CITY a complete set of Vellum or Mylar reproducibles and three sets of "Record Drawings" which are reproducible drawings marked and updated by COMPANY's architect during construction showing all changes ..from the original contract documents which are not apparent from a visual inspection of the Fire Station Facility. In addition, COMPANY shall furnish CITY three sets of equipment instructions, guarantees, and warranties as are provided by the respective manufacturers for items installed as part of the Fire Station Facility. 7. WARRANTY PERFORMANCE Prior to acceptance by CITY of the offer of the Site, improved with the Fire Station Facility, COMPANY's contractor shall furnish CITY two surety bonds acceptable to CITY warranting and guaranteeing that the O1\wp50\tic\13firest.agr -5- Fire Station Facility has been constructed in accordance with the approved plans, as prescribed herein, and free of defects. The surety bonds shall be in the following amounts: Seventy-five Thousand Dollars ($75,000) to cover a period of sixty (60) days, and Fifteen Thousand Dollars ($15,000) to cover a period of three hundred five (305) days following the initial sixty (60) day period. Failure by COMPANY to commence corrective action within twenty-four (24) hours after personal or telephonic notice of defects or required completion of corrective items, followed by written confirmation on emergency items affecting use of facility, safety, or the preservation of property, and within ten (10) days following written notice on other deficiencies, and thereafter to proceed diligently to cure such deficiencies, will allow CITY to take whatever corrective action it deems necessary. All costs resulting from such corrective action by CITY shall be withdrawn from the posted bond covering that time period. CITY shall authorize release of the bonds after each respective time period expires. The amount of bond proceeds withdrawn shall not be deemed a limitation upon the responsibility of COMPANY to carry out the terms of this Agreement. Any amount of bond proceeds remaining after such 365 day period shall be paid to COMPANY within sixty (60) days thereafter. C. COMPLETE CONSTRUCTION AND CONY YANCE OF FIRE STATION FACILITY AND SITE TO CITY COMPANY shall expeditiously complete all buildings, improvements, and facilities for an operational Fire Station Facility pursuant to Section I.B. above. After construction is completed, the Fire Station Facility shall be inspected for approval of construction by CITY. The standards to be applied in approving the Fire Station Facility construction shall be the following: 1. COMPANY has constructed the facilities substantially in accordance with the Plans and Specifications approved by CITY; and 2. The work has been completed in a good and workmanlike manner; and 3. The facility complies with applicable government requirements including building codes, regulations, restrictions, permits and approvals from authorities of the appropriate jurisdictions. Said approval of construction shall not be unreasonably 01\wp50\tic\13f irest.agr -6- withheld. Upon approval of construction, CITY shall promptly record a grant deed from COMPANY which conveys the Site and the Fire Station Facility to CITY. D. ADDITIONAL REQUIREMENTS 1. MAINTENANCE OF THE SITE COMPANY shall maintain the Site in good and safe condition until title is transferred to CITY. 2. INDEMNIFICATION CITY shall indemnify, defend, and save harmless COMPANY, its officers, directors, agents, and employees, from and against any and all claims, demands, losses, or liabilities of any kind or nature which COMPANY, its officers, directors, agents, and employees may sustain or incur or which may be imposed upon them or any of them for injury to or death of persons, or damage to property as a result of, or arising out of, the negligence or willful misconduct of CITY, its officers, agents and employees, in connection with this Agreement except to the extent caused by the acts or omissions of COMPANY. Likewise, COMPANY shall indemnify, defend, and save harmless CITY, its officers, directors, agents, and employees, from and against any and all claims, demands, losses, or liabilities of any kind or nature which CITY, its officers, directors, agents, and employees may sustain or incur or which may be imposed upon them or any of them for injury to or death of persons, or damage to property as a result of, or arising out of, the negligence or willful misconduct of COMPANY, its officers, agents and employees, in connection with this Agreement, except to the extent caused by the acts or omissions of CITY. 3. UTILITIES COMPANY shall be responsible for and pay, prior to delinquency date, all charges for utilities supplied to the Site until title is transferred to CITY. 4. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED COMPANY may, at its discretion, join and associate with other entities and joint ventures, partnerships or otherwise, for the purpose of performing under this-­ Agreement, his _.Agreement, except that the rights and obligations of COMPANY under this Agreement may not be transferred or assigned by COMPANY unless the written consent of the CITY is first obtained, which consent CITY agrees not to unreasonably withhold. The development rights for 01\wp50\tic\13firest.agr -7- specific areas may be assigned to successors in interest in such areas in the ordinary course of COMPANY's business. However, COMPANY shall still remain bound by all the obligations of this Agreement, other than all obligations assumed by COMPANY's assigns (which assigns have been previously approved by CITY pursuant to this Section I(D)(4)) or imposed upon real property so conveyed and obligations imposed upon issuance of building permits for improvements within such parcels of real property. II. FIRE STATION FACILITY LEASE AGREEMENT It is contemplated that CITY and COUNTY shall, prior completion of the Fire Station Facility, enter into a rent-free lease agreement that provides: (i) for use Facility by COUNTY's Fire Department to provide fire emergency services to CITY and (ii) that COUNTY shall responsibility for operation and routine maintenance facility during the term of the lease agreement. III. CITY AND COMPANY MUTUALLY AGREE AS FOLLOWS: A. TIME Time is of the essence of this Agreement. B. AGREEMENT ORGANIZATION to of the and assume of said The various headings and numbers herein, the grouping of provisions of this Agreement into separate sections and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be considered otherwise. C. AMENDMENTS Any modification of this Agreement must be written and properly executed by both parties. D. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of nature, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. However, nothing -in this section shall excuse COMPANY from the prompt payment of charges required of COMPANY, except as may be expressly provided elsewhere in this Agreement. 01\wp50\tic\13firest.agr -8- E. PARTIAL INVALIDITY If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. F. WAIVER OF RIGHTS The failure of CITY or COMPANY to insist upon strict performance of any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of any right or remedy that CITY or COMPANY may have, and shall not be deemed a waiver of the right to require strict performance of all the terms, covenants, and conditions of this Agreement thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition of this Agreement. G. DISPOSITION OF ABANDONED PERSONAL PROPERTY After acceptance by CITY of an irrevocable offer of dedication of the Fire Station Facilities, title to any personal property belonging to COMPANY and left on the Site shall be deemed to have been transferred to CITY. CITY shall have the right to remove and to dispose of such property without liability therefor to COMPANY or to any person claiming under COMPANY, and shall have no need to account therefor. H. PERMITS, LICENSES AND APPROVALS COMPANY shall be required to obtain any and all approvals, permits, and licenses which may be required in connection with the construction of the Fire Station Facility as set out herein. CITY agrees to consent to application by COMPANY with respect to licenses, permits, or approvals required by any governmental or other regulatory agencies, if any, related to the construction of the Fire Station Facility in accordance with this Agreement. Where COMPANY is required by reason of law, ordinance or regulation to obtain review and approval from officers, employees, or agents of CITY, each of those reviews shall be conducted in an independent manner and nothing contained herein shall be deemed to limit the jurisdiction or authority otherwise possessed by said officers, employees, or agents in the conduct of such review. The reasonable failure to issue any such approval or permit by any officer, employee or agent of CITY shall not be deemed in any manner a breach of this Agreement by CITY, nor shall any such reasonable denial give rise to any claim, liability, obligation, or cause of action with respect to this Agreement. Should any variance occur in O1\wp50\tic\13firest.agr -9- requirements imposed on COMPANY by various CITY officers, employees, and agents during independent reviews, CITY agrees to resolve such inconsistencies internally so as not to place undue hardships on COMPANY. I. NOTICES All written notices pursuant to this Agreement ("Notices") shall be addressed as set forth below or as either party may hereafter designate by Notice and shall be sent through the United States registered mail or made by personal delivery. TO: CITY City of Tustin 300 Centennial Way Tustin, CA 92680 ATTN: City Clerk Copy to: City Attorney and City of Tustin 300 Centennial Way Tustin, CA 92680 ATTN: Director of Community Development TO: COMPANY The Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 ATTN: General Counsel, Land Development Companies and The Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 ATTN: Vice President of Land Development, East Tustin Project All notices provided for herein shall be deemed effective upon receipt if personally served or 48 hours after being sent by United States registered mail, return receipt requested, postage prepaid. J. ATTACHMENTS TO AGREEMENT This Agreement includes the following exhibits which are attached hereto and made a part hereof: A. Site Plan; B. Site Legal Description; C. Phased Submittals of Plans and Specifications; D. Entry Permit; E. Entry Permit. 01\wp50\tic\13firest.agr -10- IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written. COMPANY THE I9VINE COMPANY, a Mic i corp r ion: .. f By r_ W llia MCFand EXecutiv V -President By ✓'.� ,'/'l4mes R. Cavanaugh Ssistant Secretary �� PPp�QOG W CITY THE CITY OF TUSTIN By Its By Its APPROVED AS TO FORM: JAMES'G. ROURKE CITY ATTORNEY By 01\wp50\tic\13firest.agr -11- EXHiBT "AI' ir .t CID H A y b y v � O 06 I 6 I Q .w i I m y I \ fir\ LL - I � Jk }- o � I z �•� —� � so' -o' I I rJ go.!, •�^ -*� N _ ILI P x EXHIBIT "B" SITE LEGAL DESCRIPTION All that certain land in the City of Tustin, State of California described as: Lot 21 of Tract No. 13627 as shown on the map recorded in Book 644 Pages 1 through 20 inclusive of Miscellaneous Maps in the Office of County Recorder of Orange County. 01\wp50\tic\13firest.agr -1- EXHIBIT "C" PHASED SUBMITTALS OF PLANS AND SPECIFICATIONS (1) Schematic Design Plans COMPANY shall submit to CITY "Schematic Plans" for construction of the Fire Station Facility on the Site in accordance with the requirements of this Agreement. Schematic Plans shall include: (a) A site layout showing uses, buildings, parking, vehicular and pedestrian access, landscape development, drainage, and other features; (b) Schematic floor plans of all structures, simple elevations of buildings, and architectural theme; (c) A general outline of specifications indicating materials and methods of construction; (d) A detailed geotechnical investigation report prepared by a licensed geotechnical engineer showing recommendations for site excavation, site backfill, building and structure foundations, building slab and site paving; (e) A preliminary site grading a licensed civil engineer and site drainage. (2) Design Development Plans plan and details prepared by showing facilities, locations After approval by CITY of Schematic Plans, COMPANY shall submit to CITY "Design Development Plans" for construction of the Fire Station Facility on the Site in accordance with the requirements of this Agreement. Design Development Plans shall consist of: (a) A detailed site plan showing all improvements planned for the Site. This plan shall show ingress and egress to and from the fire station building, the building in relation to setbacks and streets, parking, location of all utilities, and type of utility connections, location of signage, drainage plan, finish grade elevations, and locations of all facilities; (b) Floor plans, elevations, and sections of all structures; (c) Preliminary landscape development plans prepared by a licensed landscape architect with horticulture palette and irrigation plans; (d) Structural drawings prepared by a licensed structural engineer showing proposed foundation and framing O1\wp50\tic\13firest.agr -1- systems; (e) Mechanical plans prepared by a licensed mechanical engineer showing the location of major electrical equipment, internal duct layout with zones and thermostats, and sources and routing of utilities (including meter locations); (f) Electrical plans prepared by a licensed electrical engineer showing lighting layout panels and switch gear, location of electric and communications outlets, and electrical service source and routing including meters and transformers; (g) Suggested exterior color scheme and finishing materials; (h) Colored rendering (contemplated to become the property of the Orange County Fire Department); (i) Complete outline specifications to cover all phases of the work: (j) A detailed, preliminary cost estimate of all improvements in a form approved by CITY; (k) Preliminary construction schedule in a form approved by CITY; (1) A fire sprinkler piping plan to include pipe sizes and fire sprinkler head locations; (m) An emergency communications plan to show all emergency communications equipment as required in the County of Orange Fire Station Design Guide. (3) Interior Furnishing Plans As part of the design development phase, COMPANY shall submit an interior furnishing plan to show type, color, location, and quantity of furniture for the fire station building. The plan shall also show the location, type and model of all appliances. (4) Construction Documents After approval of Design Development Plans by CITY, COMPANY shall submit to CITY "Construction Documents" and architects final cost estimates, based on a material take -off from construction documents in a form approved by the CITY, for construction of the Fire Station Facility. Construction Documents shall consist of the following: (a) Complete architectural, landscape, and engineering working drawings; O1\wp50\tic\13firest.agr -2- (b) Complete specifications; (c) Construction schedule; (d) Complete plans for structural, mechanical, HVAC, electrical, communication and alarm systems. (5) Closeout Requirements Prior to CITY's recordation of a grant deed for the Fire Station Facility, COMPANY shall submit to CITY the following: (a) Systems Start-up Criteria; (b) Completion Submittal Criteria; (c) Final Walk-through Criteria. O1\wp50\tic\13firest.agr -3- EXHIBIT "D" ENTRY PERMIT THE IRVINE COMPANY 550 NEWPORT CENTER DRIVE NEWPORT BEACH, CA 92660 ISSUED TO: City of Tustin ATTN: Director of 300 Centennial Way Community Tustin, CA 92680 Development Permission is hereby issued to you (hereinafter referred to as "Permittee") to enter upon the property of THE IRVINE COMPANY (the "COMPANY"), subject to the following conditions: 1. Area: This Entry Permit (this "Permit") is limited to the area depicted on Exhibit "A" (the "Site"). 2. Purpose: This Permit is limited to the following purpose: Observing all aspects of progress during the construction of Tustin Fire Station No. 43. 3. Dates: This Permit is limited to the following date(s): From the date the Fire Station Construction Implementation Agreement for Fire Station No. 43 is executed by Permittee until an irrevocable offer of dedication for said Fire Station Facility is accepted or vacated by Permittee. 4. Number of Persons: This Permit is limited to a maximum of 15 designated persons. 5. Special Requirements: Permittee shall post a copy of this Permit in the COMPANY's trailer or other facility maintained on the Property and will use reasonable efforts to have a copy of this Permit carried by any Permittee employees or representatives entering the Site. 6. Rights and Responsibilities: Permittee's rights and responsibilities under this Permit are and shall be subject to, and Permittee shall comply and shall cause its employees, officers, agents and representatives (collectively "Permittee's Representatives") to comply with the following: (a) Personal Supervision: Each person entering upon the Site shall be continuously under the personal supervision and control of Permittee personnel. (b) Compliance with Rules: Each person entering the Site under this Permit shall be considered to be acting as Permittee's agent, and all such persons shall enter the Site at their own risk and shall not light any fires (except in areas specifically designated in writing by the COMPANY), shall not carry fire arms onto the Site or 01\wp50\tic\13firest.agr -1- any other property of the COMPANY, and shall otherwise comply with any and all instructions and directions of the authorized agents of the COMPANY. If entering upon property that is fenced and locked, contact The Irvine Company Security, Agriculture Division, on each separate occasion at (714) 544-0120. With other questions, please call Irvine Land Management Company at (714) 720-2690. (c) No Duty to Warn: The COMPANY shall have no duty to inspect the Site and no duty to warn any person of any latent or patent defect, condition or risk that might be incurred in the exercise of the rights granted herein. (d) No Food or Beverages: No person shall sell or otherwise provide any tickets, food, beverages, or other items to anyone who is not directly affiliated with, or a personal guest of, the organization to whom this Permit has been issued for the event described above. Furthermore, no person shall sell, serve, distribute, or give any alcoholic beverages to ANYONE (unless specifically agreed to in writing by the COMPANY and, where applicable, proper evidence of liquor liability insurance has been received by the COMPANY). (e) Third Party Damage or Injury: The COMPANY shall not be liable for any damage of any kind whatsoever to the property belonging to or used by Permittee or any persons entering upon the Site under this Permit, including loss of use of any such property, or for any injury of any kind whatsoever to any person entering upon the Site under this Permit, arising from any cause whatsoever, and Permittee hereby waives all claims and demands relating thereto. Permittee agrees to indemnify, defend and hold the COMPANY and its employees, officers, shareholders, agents and representatives and its and their respective successors and assigns (collectively, the "Indemnitees") harmless from and against any and all claims, losses, liabilities, costs and expenses, including attorneys' fees (collectively the "Claims") for damage to real, personal, tangible or intangible property, including loss of use of any such property, and all Claims for bodily injury, sickness, disease or death of any person arising from or in any way related to (i) any entry upon the Site or other activity under this Permit by Permittee or Permittee's Representatives (including but not limited to any claim by any insurance company which has paid a claim and is subrogated to the rights of the claimant), or (ii) any breach by Permittee of its obligations under this Permit; provided, however, that no Indemnitee shall be entitled to indemnification under this Section to the extent that any claim is held by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of such 01\wp50\tic\13firest.agr -2- Indemnitee. (f) Liability Insurance: Permittee shall be permitted to self -insure pursuant to a general self-insurance plan approved by the City Council. Permittee represents and warrants that: (i) it is a member of a Joint Powers Agency that provides an excess insurance pool for amounts above Permittee's self-insured retention of $250,000 per occurrence and (ii) Permittee currently maintains a reserve for risk management expenses in excess of $1,000,000. At COMPANY's request from time to time, Permittee shall provide COMPANY with written confirmation of self-insurance upon the terms and in the amounts specified in this Subsection 6(f). Permittee shall notify COMPANY prior to the Permittee's withdrawal from the Joint Powers Agency (or any other co-insurance entity) or upon any material negative change in (i) Permittee's self-insurance policy or (ii) ability to maintain coverages in the amounts specified in this Subsection 6(f). Failure by the COMPANY to obtain from Permittee evidence of any insurance required hereunder shall not constitute a waiver of the requirement for such insurance. Nothing in this subsection shall limit Permittee's obligations under the other provisions of this Permit. (g) Entry Fee: There shall be no entry fee charged to Permittee for the use of the Site during the term of the Permit. (h) Miscellaneous: The obligations and liabilities of Permittee under this Permit shall survive the termination or expiration of this Permit, and shall not be affected by or diminished in any way by the existence (or lack thereof) of other entry permits or entry agreements covering all or a portion of the Site. Permittee acknowledges that neither the COMPANY nor a employee, agent or representative of the COMPANY has made representations or warranties concerning the condition of the Site. All powers, rights or remedies of the parties to this Permit shall be cumulative with, and not exclusive of, any powers, rights or remedies otherwise available at law or in equity. The rights and obligations of the parties under this Permit shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 01\wp50\tic\13f irest.agr -3- IN WITNESS WHEREOF, the COMPANY and Permittee have entered into this Entry Permit as of _ ,�iun.� 3 . )6!7 1 (Dante) COMPANY THE IRVINE CO ANY By Its V t (� �� P3 By JAMES R. CAVANAU ItS ARQIQTANT SECRETARY 01\wp50\tic\13f irest.agr -4- PERMITTEE CITY OF TUSTIN Certification O 8 EXHiB.T "A" N .„ z � - m N AA N .„ EXHIBIT "E" ENTRY PERMIT THE IRVINE COMPANY 550 NEWPORT CENTER DRIVE NEWPORT BEACH, CA 92660 ISSUED TO: County of Orange ATTN: GSA/Architect and Engineer Division 14 Civic Center Plaza Santa Ana, CA 92702 Manager, GSA/ Architect and Engineer Division Permission is hereby issued to you (hereinafter referred to as "Permittee") to enter upon the property of THE IRVINE COMPANY (the "COMPANY"), subject to the following conditions: 1. Area: This Entry Permit (this "Permit") is limited to the area depicted on Exhibit "A" (the "Site"). 2. Purpose: This Permit is limited to the following purpose: Observing all aspects of progress during the construction of Tustin Fire Station No. 43. 3. Dates: This Permit is limited to the following date(s): From the date the Fire Station Construction Implementation Agreement for Fire Station No. 43 is executed by the City of Tustin ("City") until an irrevocable offer of dedication for said Fire Station Facility is accepted or vacated by the City. 4. Number of Persons: This Permit is limited to a maximum of 15 designated persons. 5. Special Requirements: Permittee shall post a copy of this Permit in the COMPANY's trailer or other facility maintained on the Property and will use reasonable efforts to have a copy of this Permit carried by any Permittee employees or representatives entering the Site. 6. Rights and Responsibilities: Permittee's rights and responsibilities under this Permit are and shall be subject to, and Permittee shall comply and shall cause its employees, officers, agents and representatives (collectively "Permittee's Representatives") to comply with the following: (a) Personal Supervision: Each person entering upon the Site shall be continuously under the personal supervision and control of Permittee personnel. (b) Compliance with Rules: Each person entering the Site under this Permit shall be considered to be acting as Permittee's agent, and all such persons shall enter the 01\wp50\tic\13firest.agr -1- Site at their own risk and shall not light any fires (except in areas specifically designated in writing by the COMPANY), shall not carry fire arms onto the Site or any other property of the COMPANY, and shall otherwise comply with any and all instructions and directions of the authorized agents of the COMPANY. If entering upon property that is fenced and locked, contact The Irvine Company Security, Agriculture Division, on each separate occasion at (714) 544-0120. With other questions, please call Irvine Land Management Company at (714) 720-2690. (c) No Duty to Warn: The COMPANY shall have no duty to inspect the Site and no duty to warn any person of any latent or patent defect, condition or risk that might be incurred in the exercise of the rights granted herein. (d) No Food or Beverages: No person shall sell or otherwise provide any tickets, food, beverages, or other items to anyone who is not directly affiliated with, or a personal guest of, the organization to whom this Permit has been issued for the event described above. Furthermore, no person shall sell, serve, distribute, or give any alcoholic beverages to ANYONE (unless specifically agreed to in writing by the COMPANY and, where applicable, proper evidence of liquor liability insurance has been received by the COMPANY). (e) Third Party Damage or Injury: The COMPANY shall not be liable for any damage of any kind whatsoever to the property belonging to or used by Permittee or any persons entering upon the Site under this Permit, including loss of use of any such property, or for any injury of any kind whatsoever to any person entering upon the Site under this Permit, arising from any cause whatsoever, and Permittee hereby waives all claims and demands relating thereto. Permittee agrees to indemnify, defend and hold the COMPANY and its employees, officers, shareholders, agents and representatives and its and their respective successors and assigns (collectively, the "Indemnitees") harmless from and against any and all claims, losses, liabilities, costs and expenses, including attorneys' fees (collectively the "Claims") for damage to real, personal, tangible or intangible property, including loss of use of any such property, and all Claims for bodily injury, sickness, disease or death of any person arising from or in any way related to (i) any entry upon the Site or other activity under this Permit by Permittee or Permittee's Representatives (including but not limited to any claim by any insurance company which has paid a claim and is subrogated to the rights of the claimant), or (ii) any breach by Permittee of its obligations under this Permit; provided, however, that no Indemnitee shall be entitled to indemnification under 01\wp50\tic\13firest.agr -2- this Section to the extent that any claim is held by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of such Indemnitee. (f) Auto/General Liability Insurance: Prior to any entry under this Permit, the COMPANY must be furnished with a policy or certificate of comprehensive general liability and automobile insurance carried by Permittee endorsed to include the COMPANY as additional insured and including a thirty (30) day notice to the COMPANY in the event of cancellation or any material change in coverage. In addition, this insurance policy shall reflect that the policy is primary insurance as respects any claim, loss or liability arising directly or indirectly from Permittee's operations, and any other insurance maintained by the COMPANY shall be considered noncontributing. This liability insurance must be in a form satisfactory to the COMPANY and written with limits of liability not less than the greater of (i) $1,000,000 (or such greater amount as may reasonably be required by the COMPANY) combined single bodily injury and property damage liability per occurrence, or (ii) the current limit of liability carried by Permittee. If Permittee carries greater liability insurance than the minimum amount required in (i) above, the certificate or policy delivered to the COMPANY must evidence this greater amount. The COMPANY will not be responsible for any costs of premiums or other charges for such insurance. In addition, Permittee shall provide the COMPANY with Worker's Compensation and Employer's Liability Insurance coverage with a waiver of Subrogation Agreement by the insurance carrier as respects the COMPANY. Failure by the COMPANY to obtain from Permittee evidence of any insurance required hereunder shall not constitute a waiver of the requirement for such insurance. Nothing in this subsection shall limit Permittee's obligations under the other provisions of this Permit. Permittee shall not self -insure any portion of the insurance required under this section without the express written consent of the COMPANY, which consent may be withheld by the COMPANY in its sole and absolute discretion (except that Permittee may self -insure pursuant to a general self-insurance plan approved by the city council). In the event Permittee is permitted to self -insure under this Permit, prior to any entry under this Permit, Permittee shall provide to the COMPANY sufficient evidence of self insurance, together with a financial statement or other documentation demonstrating Permittee's adequate net worth to self -insure. Permittee understands and acknowledges that the COMPANY will be relying on the financial statement or other documentation submitted. Permittee 01\wp50\tic\13firest.agr -3- shall at all times maintain sufficient funds available to provide the same amounts, coverages, protection and payments by way of self-insurance as would be provided if the Permittee were to obtain the type of insurance required above, and shall provide the COMPANY with a policy or certificate of insurance (meeting all of the requirements set forth above) for any coverage carried by Permittee in excess of or in addition to such self-insurance. At the COMPANY's election, any material negative change in Permittee's financial condition, as compared with that described in the documentation submitted in order to satisfy the requirements of this self-insurance section, shall constitute a default under this Permit unless Permittee provides the insurance described in the foregoing section promptly after any such change. Permittee shall give the COMPANY immediate written notice of any such change of financial condition, and on request by the COMPANY, shall from time to time give to the COMPANY supplemental financial information. (g) Entry Fee: There shall be no entry fee charged to Permittee for the use of the Site during the term of the Permit. (h) Miscellaneous: The obligations and liabilities of Permittee under this Permit shall survive the termination or expiration of this Permit, and shall not be affected by or diminished in any way by the existence (or lack thereof) of other entry permits or entry agreements covering all or a portion of the Site. Permittee acknowledges that neither the COMPANY nor a employee, agent or representative of the COMPANY has made representations or warranties concerning the condition of the Site. All powers, rights or remedies of the parties to this Permit shall be cumulative with, and not exclusive of, any powers, rights or remedies otherwise available at law or in equity. The rights and obligations of the parties under this Permit shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 01\wp50\tic\13firest.agr -4- IN WITNESS WHEREOF, the COMPANY and Permittee have entered into this Entry Permit as of k -.c 3 )1-/, 1 (Dat6) COMPANY THE IRVINE C ANY By Its V i CcrGs By ;LAMES R. CAVANAUGH Its , ASSISTANT SECRETARY Q� PPP*,LCD • 01\wp50\tic\13firest.agr -5- PERMITTEE COUNTY OF ORANGE GSA Certification