HomeMy WebLinkAbout12 AMENDMENT 1 TO REIMBURSEMENT AGREEMENT WITH OCSD FOR SEWER MANHOLE REHAB ON RED HILL AVE.~ Agenda Item ~ 2
~_ ~ AGENDA R E P ~ RT Reviewed:
City Manager _
Finance Director ~
MEETING DATE: FEBRUARY 7, 2012
TO: JEFFREY C. PARKER, CITY MANAGER
FROM: DOUGLAS S. STACK, DIRECTOR OF PUBLIC WORKS /CITY ENGINEER
SUBJECT: APPROVE AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT WITH
THE ORANGE COUNTY SANITATION DISTRICT FOR SEWER MANHOLE
REHABILITATION ON RED HILL AVENUE
SUMMARY
The Red Hill Avenue Rehabilitation Project between Valencia Avenue and Edinger Avenue CIP
No. 70212 is programmed for construction in the spring of 2012. Amendment No. 1 to the existing
Reimbursement Agreement between the City and the Orange County Sanitation District (OCSD)
dated June 7, 2011 will expand the City's Red Hill Avenue Project to include the rehabilitation of
OCSD sewer manholes on the Gisler-Red Hill Trunk Sewer.
RECOMMENDATION
It is recommended that the City Council approve Amendment No. 1 to the existing Reimbursement
Agreement between the City of Tustin and the Orange County Sanitation District dated June 7,
2011 to include sewer manhole rehabilitation by the City on Red Hill Avenue between Valencia
Avenue and Edinger Avenue, and authorize the Mayor and City Clerk to execute the document on
behalf of the City.
FISCAL IMPACT
Amendment No. 1 to the existing Reimbursement Agreement between the City and the OCSD
commits the OCSD to reimbursing the City for sewer manhole rehabilitation on Red Hill Avenue in
an amount not to exceed $375,000.
DISCUSSION
Pavement rehabilitation of Red Hill Avenue between Valencia Avenue and Edinger Avenue is
included in CIP No. 70212 and is programmed for construction in the spring of 2012. The OCSD is
planning to rehabilitate its Gisler-Red Hill Sewer System within these limits in the near future, which
includes construction work on sewer manholes. In order to avoid excavation for the manholes in
the newly rehabilitated road and to minimize impacts to the public, it is desirable to incorporate the
manhole work into the City's project.
On June 7, 2011, the City and OCSD entered into a Reimbursement Agreement for similar work on
Red Hill Avenue south of Valencia Avenue, a full and executed copy is attached for reference as
Attachment 2. Amendment No. 1 will extend the Reimbursement Agreement to include the limits of
the sewer manhole rehabilitation work to coincide with CIP No. 70212. As with the current
Reimbursement Agreement, Amendment No. 1 requires the OCSD to reimburse the City for all
costs associated with sewer manhole rehabilitation work, including project administration.
Amendment No.1 to Reimbursement Agreement with the OCSD
February 7, 2012
Page 2
The City Attorney has reviewed and approved as to form Amendment No 1 to the existing
Reimbursement Agreement. The OCSD Board of Directors approved the Amendment at their
meeting of December 21, 2011.
Qouglas S. Stack, P.E.
Cirector of Public Works/City Engineer
Attachment: 1. Amendment No. 1 to OCSD Reimbursement Agreement
2. Reimbursement Agreement, dated June 7, 2011
S:1City Council Itemsi2012 Council ItemsWpprove Amendment No. 1 to Reimbursement Agmt. with OCSD for Work on Red Hill
Av.docx
ATTACHMENT 1
Amendment No. 1 to Reimbursement Agreement
AMENDMENT NO. 1 TO
REIMBURSEMENT AGREEMENT
BETWEEN THE ORANGE COUNTY SANITATION DISTRICT
AND CITY OF TUSTIN FOR THE GISLER RED HILL SYSTEM
IMPROVEMENTS AND NEWPORTISR SS RAMP
RECONFIGURATION PROJECT IN THE CITY OF TUSTIN
OCSD CONTRACT No. 7-37
CITY OF TUSTIN CIP PROJECT NO. 70130
THIS REIMBURSEMENT AGREEMENT ("Agreement"} is made and entered
into on this 21st day of December, 2011, by and between the:
ORANGE COUNTY SANITATION
DISTRICT, a County Sanitation District,
hereinafter referred to as ("OCSD");
AND
CITY OF TUSTIN, a municipal corporation,
hereinafter referred to as ("City").
OCSD and City are sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as "Parties."
WHEREAS, OCSD is a duly organized County Sanitation District existing
pursuant to the County Sanitation District Act, California Health and Safety Code section
4700 et seq., providing for the ownership, operation, and maintenance of wastewater
collection, treatment, and disposal facilities within Orange County, California; and
WHEREAS, the City is a municipal corporation duly organized and validly
existing under the laws of the State of California; and
WHEREAS, OCSD is constructing the Gisler-Redhill System Improvements
Reach B, City of Tustin Manhole Rehabilitation project ("OCSD Project") located in Red
Hill Avenue, in the City of Tustin; and
WHEREAS, the City is constructing its Red Hi11 Avenue Rehabilitation Project
CIP No. 70212 ("City Praject"), which is located along Red Hill Avenue between
Edinger Avenue and Valencia Avenue in the City of Tustin (``City's Project Area");
WHEREAS, the OCSD Project (see attached Exhibit A} is within the City's
Project Area;
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WHEREAS, the City shall engage the services of a contractor for the construction
of the City Project;
WHEREAS, the City is extending construction on Red Hill Avenue to include
CIP No. 70212;
WHEREAS, the OCSD Project (see attached Exhibit D) is within the City's
extended Project Area;
WHEREAS, the City has agreed to bid a portion of OCSD's Project (see attached
Exhibit D};
WHEREAS, OCSD and City desire to perform the OCSD Project and City
Project in a manner that minimizes the impacts to the environment, the public and
surrounding community;
WHEREAS, the City desires to have OCSD repair City-constructed sewer lines
under Tustin's Newport Avenue/SR 55 Northbound Ramp Reconfiguration Project,
located in Newport Avenue and Valencia Avenue in the vicinity of the northbound SR-
55 ramp ("Sewer Repair"); and
WHEREAS, the Parties desire to enter into this Reimbursement Agreement to
memorialize the duties and obligations of each respective Party for the completion of the
OCSD Project, the City Project and the Sewer Repair.
NOW THEREFORE, based on the Recitals and the mutual covenants and
promises herein, the City and OCSD agree as follows:
Section l: Recitals. The Recitals above are deemed true and correct, are
hereby incorporated in this Section as though fully set forth herein, and each Party to this
Agreement acknowledges and agrees that they are bound by the same.
Section 2: Elements of Agreement. OCSD and City shall work cooperatively
together so the OCSD Project, the City Project, and the Sewer Repair can be constructed
in a manner that minimizes the costs and impacts to the public. The specific terms and
conditions governing the elements of this Agreement are set forth hereinafter.
Section 3: Cit~pecific Obligation Relating to OCSD Project.
A. Upon OCSD's authorization, the City will have its contractor proceed with
the OCSD Project.
B. City shall be responsible for administering the construction contract and
the construction of the OCSD Project and the City Project.
C, City shall be responsible for compliance with the California
Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) for
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all activities associated with City Project and City shall be the Lead Agency for purposes
of CEQA.
D. City shall require aone-year warranty on the OCSD Project from its
construction contractor, and the portion which covers the OCSD Project shall be assigned
to OCSD upon City's transfer of OCSD's Project. Such warranty shall comply with the
City's General Provisions Section 2-4 "Contract Bonds" (see attached Exhibit B).
E. City shall promptly inform OCSD during the course of construction of any
proposed change orders to the construction contract that affect the OCSD Project. Copies
of proposed change orders affecting OCSD will be provided to OCSD within five (5)
working days of submission to City. All change orders shall be subject to OCSD's
approval if, and to the extent, OCSD's Improvements are affected thereby. OCSD agrees
not to unreasonably withhold its approval to such change orders.
F. City shall furnish and deliver to OCSD all as-built redlined Contractor's
plans of OCSD Project and copies of any additional project-related documents requested
by OCSD at no cost to OCSD.
Section 4: OCSD's Specific Obligations Relatinp~ to OCSD Project.
A. OCSD shall (i) be responsible for the design and preparation of the plans
and specifications for the OCSD Project; (ii) obtain City's approval of the plans and
specifications for the OCSD Project; and (iii) obtain all required permits for the
construction of the OCSD Project and easements related thereto.
B. ~ OCSD shall be responsible for compliance with the California
Environmental Quality Act ("CEQA"} (Pub. Resources Code, Section 21000 et seq.} for
all activities associated with the OCSD Improvements and OCSD shall be the Lead
Agency for purposes of CEQA.
C. Upan completion and acceptance of OCSD's Project by OCSD, OCSD
will reimburse the City for all costs and expenses for the construction of the OCSD
Project in an amount not-to-exceed Three Hundred Seventy-five thousand dollars
{$375,000) (the "OCSD Project Cost Cap"), which includes, a four percent (4%}
administration fee to cover City staff time. OCSD's reimbursement of costs shall not
include costs and services for the design and construction of City's Project.
D. OCSD shall pay the City within 30 days after receiving a detailed invoice
from the City.
E. OCSD shall have the sole and absolute discretion to approve all aspects of
the design and construction of the OCSD Project, as well as construction change orders
related thereto, provided that OCSD agrees not to unreasonably withhold its approval of
change orders. OCSD shall assign a Resident Engineer to oversee change orders, if any.
F. OCSD shall provide construction inspection and support services for the
OCSD Project. OCSD shall inspect construction of the OCSD Project as it deems
768987.2
necessary to assure compliance with the approved Plans and Specifications, including
shop drawing review, requests for information and clarifications, material inspection,
surveying, geotechnical testing and recommendations, specialty inspections, permit
compliance, construction meetings, and design changes thereof. OCSD shall promptly
notify City if any portion of the work appears not to conform to the Plans and
Specifications, and shall work with the City on all items associated with the OCSD
Project's construction.
G. OCSD shall prepare its own Record Drawings.
Section 5: OCSD's Specific Obligation Relating to the Sewer Repair.
A. At the request of the City, OCSD will obtain quotes from at least three
contractors to complete the Sewer Repair. OCSD will review the lowest quote OCSD
receives for the Sewer Repair with City staff and provide City staff an opportunity to
authorize OCSD to proceed with the Sewer Repair utilizing the lowest responsible
bidder. Upon the City's authorization, OCSD will have its contractor proceed with
Sewer Repair.
B. OCSD shall be responsible for administering the contract for the Sewer
Repair.
C. OCSD shall require aone-year warranty on the Sewer Repair from its
contractor, which warranty shall be assigned to City upon OCSD's transfer of Sewer
Repair. Such warranty shall comply with the City's General Provisions Section 2-4
"Contract Bonds." (See Exhibit B.}
D. OCSD shall promptly inform the City during the course of the Sewer
Repair of any proposed change orders to the repair contract. Copies of proposed change
orders affecting the City will be provided to the City within five (5} working days of
submission to OCSD. All change orders shall be subject to the City's approval. The
City agrees not to unreasonably withhold its approval to such change orders.
E. OCSD shall provide construction inspection and support services for the
Sewer Repair. OCSD shall inspect construction of the Sewer Repair as it deems
necessary to assure compliance with the approved Plans and Specifications, including
shop drawing review, requests for information and clarifications, material inspection,
surveying, geotechnical testing and recommendations, specialty inspections, permit
compliance, construction meetings, and design changes thereof. OCSD shall pramptly
notify City if any portion of the work appears not to conform to the Plans and
Specifications, and shall work with the City on all items associated with the Sewer
Repair.
F. OCSD shall furnish and deliver to the City all as-built redlined
Contractor's plans for the Sewer Repair and any additional project-related documents
requested by the City at no additional cost to the City.
Section 6: The City's Specific Obligations Relating to the Sewer Repair.
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A. The City shall (i) be responsible far the design and preparation of the
plans and specifications for the Sewer Repair; and (ii) obtain all required permits for the
Sewer Repair and easements related thereto.
B. Upon completion and acceptance of Sewer Repair by the City, the City
will reimburse OCSD for all costs and expenses far the Sewer Repair in an amount not-
to-exceed one hundred thousand dollars ($100,000) (the "Sewer Repair Cost Cap"),
which includes, a four percent (4%) administration fee to cover OCSD staff time.
C. OCSD shall promptly inform City during the course of construction of any
proposed change orders to the construction contract that affect the Sewer Repair. Copies
of proposed change orders affecting City will be provided to City within five (5) working
days of submission to OCSD. All change orders shall be subject to City's approval.
City agrees not to unreasonably withhold its approval to such change orders.
D. The City shall pay OCSD within 34 days after receiving a detailed invoice
from the OCSD.
E. The City shall oversee the Sewer Repair work as it deems necessary. The
City shall promptly notify OCSD if any portion of the Sewer Repair work appears not to
be in conformance with the applicable plans and specifications.
Section 7: Indemnification.
A. City shall indemnify, defend and hold OCSD, its elected and appointed
officials, its officers, agents, employees, and consultants harmless from any and all
actions, suits, claims, liability or expense for death, injury, loss, or damage to persons or
property (collectively "Claims"} which may arise or is claimed to have arisen as a result
of any act performed by City, its officers, agents, employees or consultants, with respect
to the construction or undertaking of the OCSD Project, the Sewer Repair, and/or City
Project, save and except in those instances where such Claims are solely caused by any
act, omission, or negligence of OCSD, its officers, agents, employees or consultants.
B. OCSD shall indemnify, defend and hold City, its elected and appointed
officials, officers, agents, employees, and consultants, harmless from any and all Claims
which may arise or is claimed to have arisen as a result of any act performed by OCSD,
its officers, agents, employees or consultants, with respect to the construction or
undertaking of the OCSD Project or the Sewer Repair and/or City Project, as a result of
ar in connection with the maintenance and operation of the OCSD Project or the Sewer
Repair, save and except in those instances where such Claims are solely caused by any
act, omission or negligence of City, its officers, agents, employees or consultants.
Section 8: Insurance. The Parties shall require their respective contractors to
maintain insurance policies in compliance with the City's General Provisions Section 7-3
"Liability Insurance" (see Exhibit C.) during all times of the construction projects. Both
parties shall be named as additional insureds on each liability insurance policy. Neither
party shall allow its contractor or subcontractor(s) to commence the work covered by this
768987.2
Reimbursement Agreement until such insurance is obtained in accordance with the
requirements of this section-
Section 9: Term. This Agreement shall commence on the above written date,
and be in full force and effect until the specified obligations of both Parties have been
fulfilled or the Agreement is terminated as set forth herein.
Section 10: Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be personally delivered or sent by
registered or certified mail, postage prepaid, return receipt requested, delivered or sent by
electronic transmission, and shall be deemed received upon the earlier o£ (i) the date of
delivery to the address of the person to receive such notice if delivered personally or by
messenger or overnight courier; (ii) three (3} business days after the date of posting by
the United States Post Office if by mail; or (iii) when sent if given by electronic
transmission. Any notice, request, demand, direction, or other communication sent by
electronic transmission must be confirmed within forty-eight (48) hours by letter mailed
or delivered. Notices or other communications shall be addressed as follows:
To OCSD:
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Clerk of the Board
Facsimile: (714) 962-5018
To CITY:
City of Tustin
300 Centennial Way
Tustin, CA 92780
Attention: Director of Public Works/City Engineer
Facsimile: (714} 734-8991
Section 11: Jurisdiction. In the event of a dispute regarding performance or
interpretation of this Agreement, the venue for any action to enforce or interpret this
Agreement sha111ie in the Superior Court of California for Orange County.
Section 12: No Third Party Beneficiaries. This Agreement is entered into by
and for the OCSD and the City, and nothing herein is intended to establish rights or
interests in individuals or entities not a party hereto.
Section 13: Farce Majeure. Except for the payment of money, neither Party
shall be liable for any delays or other non-performance resulting from circumstances or
causes beyond its reasonable control, including without limitation, fire or other casualty,
Act of Gad, strike or labor dispute, war or other violence, acts of third parties, or any law,
order, or requirement of any governmental agency or authority.
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Section 14: Governin~Law. This Agreement shall bc. governed by the laws of
the State of California.
Section 1 S: Entire A regiment. ~I'lYis Agreement constitutes the entire
understanding and agreement between the Parties and supersedes all previous
negotiations and agreements between the Parties pertaining to the subject matter hereof,
and supersedes the Letter of Intent previoltsly entered rota by the Parties.
Section I6; Waiver. A waiver of a breach of the covenants. conditions, or
obligations under this Agreement by either Party shall not be construed as a waiver of
any succeeding breach of the same or other covenants, conditions, or obligations of this
Agreement.
Section 17: Modification. Alteration, change, or modification of this
Agree7zlent shall be in the fot-~~~ of a written amendment, which shall be signed by both
Parties.
Section 18: Seyerability. If any term ar portion of this Agreement is held to be
invalid, illegal, ar otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement shall continue in full force and effect.
Section l9: A rreement Execution ai~d,~uthorizatian. Each of the undersigned
represents and wa~•rants that they are duly authorised to execute and deliver this
Agreement and that such execution is binding upon the entity an whose behalf they are
executing this Agreement. This Agreement may be executed in counterparts.
IN WITNESS WI-IEREOF, THE PARTIES I-IERETO HAVE EXECt1TED TI-IiS
REIMBURSEMENT AGREEMENT the day and year described herein.
ORANGE COUNTY SANITATION DISTRIC"T"
By - - }-'`~` ~~
.lim Ruth~aI Mana
g
APPROVED AS T`O FORM;
SPECIAL COUNSEL
By
. Kath ine Jens
Rutan & Tucker, P
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CITY OF TI~~STIN
By
,lohn Nielsen, ~~ayor
ATTEST:
lay
Pamela Stoker, City Clerk
APPROVED AS TO FORM i
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EXHIBIT A
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EXHIBIT B
2-4 CUNT__ RgCT B ND
Both the Faithful Performance Bond and the Labor and Materials Paymen# Bond shall each
be #or not less than one hundred percent (1{?p%} of the total contract amount. Bonds shall be
of the farm attached to Section C and secured from a surety company duly authorized to
issue such bonds in the State of California and shah be subject to the approval and
acceptance of the City Council and City Attorney. The tabor and Materials Payment Bond
and the Faithful Performance Bond shall remain in force until one {1} year after the date of
recordation of the Notice of Completion.
Additionally, the Contractor shall concurrently submit, with the bonds, a certified copy of the
most recent Certificate of Authority issued to the bonding company by the California
Insurance Comrnlssioner.
768987.2
EXHIBIT C
7-3 LLABILITY INSURANCE
PubLc Liabili and Pro a Damages. Contractor shall take out and maintain during the life
of the contract, commercial genera! Liability, automobile liability and worker's compensation
insurance. The amount of the commercial generat Liability and automobile insurance shall not
be Less than the following:
Single limit coverage applyrng to bodily and personal injury liability and property damage:
~2 000 000 00
The fallowing insurer endorsements are required if not part of the policy:
1. The City of Tustin, its elective and appointive boards, officers, agents and
employees named as additional insureds in the policy as to the work being
performed under the contract;
2. The coverage is primary and no other insurance carried by the City of Tustin will be
called upon to contribute to a Loss under this coverage;
3. The policy covers blanket contractual liability;
4. The policy Lmits or liability are provided on an occurrence basis;
5. The policy covers broad form property damage Liability;
6. The policy covers personal injury as well as bodily injury Lability;
7. The policy covers explosion, collapse, and underground hazards;
8. The policy covers products and completed operations;
9. The policy covers use of non-owner automobiles; and
10. The coverage shall not be cancelled or terminated unless thirty (30} days written
notice is given to the Gity of Tustin.
11. Lnsurers shall be authorized to do business in the State by the department of
Insurance and shat meet the following qualifications:
A.M. Best's Key Rating of Grade A and Class Vll {seven} {if an Admitted
Insurer}, and Grade A- ar better and Gass X (ten} or better {if offered by a
Surplus Line Broker}, is acceptable. Workers' compensation insurance
rated Grade B- or better and Class VI! (seven} or better, or offered by the
State Compensation Fund, is acceptable.
i2. The worker's compensation and employer's Liability insurance policies shall contain
a waiver of subrogation in favor of the CLty.
Contractor shall provide to the City within ten {10} working days after the date of notice of
award of the contract evidence of the aforementioned insurance with insurer endorsements,
r,vhich must meet the requirements of this Article. An Acord Certificate will be accepted solely
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as evidence of the name of the insurers and the amounts of insurance. Failure to comply
with these requirements will result in annulment of the award, forfeiture of the proposal
guarantee, and the City wiN pursue award to the next quaLfied responsive bidder. Contractor
is advised that insurance requirements are non-negotiable and City will not consider waiving
insurance requirements. There are no exceptions.
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EXHIBIT D
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ATTACHMENT 2
Reimbursement Agreement, dated June 7, 2011
REIMBURSEMENT AGREEMENT
BETWEEN THE ORANGE COUNTY SANITATION DISTRICT
AND CITY OF TUSTIN FOR THE GISLER RED HILL SYSTEM
IMPROVEMENTS AND NEWPORT/SR SS RAMP
RECONFIGURATION PROJECT IN THE CITY OF TUSTIN
OCSD CONTRACT No. 7-37
CITY OF TUSTIN CIP PROJECT NO. 70130
THIS REIMBURSEMENT AGREEMENT ("Agreement"} is made and entered
into on this 7th day of June , 2011, by and between the.
ORANGE COUNTY SANITATION
DISTRICT, a County Sanitation District,
hereinafter referred to as ("OCSD"};
AND
CITY OF TUSTIN, a municipal corporation,
hereinafter referred to as ("City")
OCSD and City are sometimes hereinafter individually referred to as ``Party" and
hereinafter collectively referred to as "Parties."
WHEREAS, OCSD is a duly organized County Sanitation District existing
pursuant to the County Sanitation District Act, California Health and Safety Code section
4700 et seq., providing far the ownership, operation, and maintenance of wastewater
collection, treatment, and disposal facilities within Orange County, California; and
WHEREAS, the City is a municipal corporation duly organized and validly
existing under the laws of the State of California; and
WHEREAS, OCSD is constructing the Gisler-Redhill System Improvements
Reach B, City of Tustin Manhole Rehabilitation project { "OCSD Project") located in Red
Hill Avenue, in the City of Tustin; and
WHEREAS, the City is constructing its Annual Roadway and Public
Infrastructure Maintenance Project {``City Project"), a portion of which is located along
Red Hill Avenue in the City of Tustin ~"City's Project Area"};
WHEREAS, the OCSD Project {see attached Exhibit A} is within the City's
Project Area;
WHEREAS, the City has already engaged the services of a contractor far the
construction of the City Project.
7G8987.2
WHEREAS, OCSD and City desire to perform the OCSD Project and City
Project in a manner that minimizes the impacts to the environment, the public and
surrounding community; and
WHEREAS, the City desires to have OCSD repair City-constructed sewer lines
under Tustin's Newport Avenue/SR SS Northbound Ramp Reconfiguration Project,
located in Newport Avenue and Valencia Avenue in the vicinity of the northbound SR-
SS ramp {"Sewer Repair"}; and
WHEREAS, the Parties desire to enter into this Reimbursement Agreement to
memorialize the duties and obligations of each respective Forty for the completion of the
OCSD Project, the City Project and the Sewer Repair.
NOW THEREFORE, based an the Recitals and the mutual covenants and
promises herein, the City and OCSD agree as follows:
Section 1: Recitals. The Recitals above are deemed true and correct, are
hereby incorporated in this Section as though fully set forth herein, and each Party to this
Agreement acknowledges and agrees that they are bound by the same.
Section 2: Elements of Agreement. OCSD and City shall work cooperatively
together so the OCSD Project, the City Project, and the Sewer Repair can be constructed
in a manner that minimizes the costs and impacts to the public. The specific terms and
conditions governing the elements of this Agreement are set forth hereinafter.
Section 3: City's Specific Obligation Relating to OCSD Project.
A. Upon OCSD's authorization, the City will have its contractor proceed with
the OCSD Project.
B. City shall be responsible for administering the construction contract and
the construction of the OCSD Project and the City Project.
C. City shall be responsible for compliance with the California
Environmental Quality Act {"CEQA") {Pub. Resources Code, Section 21080 et seq.) far
all activities associated with City Project and City shall be the Lead Agency for purposes
of CEQA.
D. City shall require aone-year warranty an the OCSD Project from its
construction contractor, and the portion which covers the OCSD Project shall be assigned
to OCSD upon City's transfer of OCSD's Project. Such warranty shall comply with the
City's General Provisions Section 2-4 "Contract Bonds" {see attached Exhibit B).
E. City shall promptly inform OCSD during the course of construction of any
proposed change orders to the construction contract that affect the OCSD Project. Copies
of proposed change orders affecting OCSD will be provided to OCSD within five {S)
working days of submission to City. All change orders shall be subject to OCSD's
76$987.2
approval if, and to the extent, OCSD's Improvements are affected thereby. OCSD agrees
not to unreasonably withhold its approval to such change orders.
F. City shall furnish and deliver to OCSD all as-built redlined Contractor's
plans of OCSD Project and copies of any additional project-related doeurnents requested
by OCSD at no cost to OCSD.
Section 4: OCSD's Specific Obligations Relating to OCSD Project.
A. OCSD shall {i} be responsible for the design and preparation of the plans
and specifications for the OCSD Project; (ii} obtain City's approval of the plans and
specifications for the OCSD Project; and (iii) obtain all required permits for the
construction of the OCSD Project and easements related thereto.
B. OCSD shall be responsible for compliance with the California
Environmental Quality Act ("CEQA") {Pub. Resources Code, Section 21000 et seq.) for
all activities associated with the OCSD Improvements and OCSD shall be the Lead
Agency for purposes of CEQA.
C. Upon completion and acceptance of OCSD's Project by OCSD, OCSD
will reimburse the City for all costs and expenses for the construction of the OCSD
Project in an amount not-to-exceed two hundred twenty-five thousand dollars ($225,000)
(the "OCSD Project Cast Cap"), which includes, a four percent (4%} administration fee
to cover City staff time. OCSD's reimbursement of costs shall not include costs and
services far the design and construction of City's Project.
D. OCSD shall pay the City within 30 days after receiving a detailed invoice
from the City.
E. OCSD shall have the sole and absolute discretion to approve all aspects of
the design and construction of the OCSD Project, as well as construction change orders
related thereto, provided that OCSD agrees not to unreasonably withhold its approval of
change orders. OCSD shall assign a Resident Engineer to oversee change orders, if any.
F. OCSD shall provide construction inspection and support services far the
OCSD Project. OCSD shall inspect construction of the OCSD Project as it deems
necessary to assure compliance with the approved Plans and Specifications, including
shop drawing review, requests for information and clarifications, material inspection,
surveying, geotechnical testing and recommendations, specialty inspections, permit
compliance, construction meetings, and design changes thereof. OCSD shall promptly
notify City if any portion of the work appears not to conform to the Plans and
Specifications, and shall work with the City on all items associated with the OCSD
Project's construction,
G. OCSD shall prepare its oivn Record Drawings.
7689&72
Section 5: OCSD's Specific Obligation Relating_ta the Sewer Repair.
A. At the request of the City, OCSD will obtain quotes from at least three
contractors to complete the Sewer Repair. OCSD will review the lowest quote OCSD
receives for the Sewer Repair with City staff and provide City staff an opportunity to
authorize OCSD to proceed with the Sewer Repair utilizing the lowest responsible
bidder. Upon the City's authorization, OCSD will have its contractor proceed with
Sewer Repair.
B. OCSD shall be responsible for administering the contract far the Sewer
Repair.
C. OCSD shall require aone-year warranty on the Sewer Repair from its
contractor, which warranty shall be assigned to City upon OCSD's transfer of Sewer
Repair. Such warranty shall comply with the City's General Provisions Section 2-4
"Contract Bands." (See Exhibit B.}
D. OCSD shall promptly inform the City during the course of the Sewer
Repair of any proposed change orders to the repair contract. Copies of proposed change
orders affecting the City will be provided to the City within five (5) working days of
submission to OCSD. All change orders shall be subject to the City's approval. The
City agrees not to unreasonably withhold its approval to such change orders.
E. OCSD shall provide construction inspection and support services for the
Sewer Repair. OCSD shall inspect construction of the Sewer Repair as it deems
necessary to assure compliance with the approved Plans and Specifications, including
shop drawing review, requests for information and clarifications, material inspection,
surveying, geatechnical testing and recommendations, specialty inspections, permit
compliance, construction meetings, and design changes thereof: OCSD shall promptly
notify City if any portion of the work appears not to conform to the Plans and
Specifications, and shall work with the City on all items associated with the Sewer
Repair.
P. OCSD shall furnish and deliver to the City all as-built redlined
Contractor`s plans for the Sewer Repair and any additional project-related documents
requested by the City at no additional cost to the City.
Section 6: The City's Specific Obligations Relating to the Sewer Repair.
A. The City shall {i) be responsible for the design and preparation of the
plans and specifications far the Sewer Repair; and (ii) obtain all required permits for the
Sewer Repair and easements related thereto,
B. Upon completion and acceptance of Sewer Repair by the City, the City
will reimburse OCSD for all costs and expenses far the Sewer Repair in an amount nat-
~~s9a~.z
to-exceed one hundred thousand dollars ($100,OQ0) {the "Sewer Repair Cost Cap"),
which includes, a four percent (4°l0) administration fee to cover OCSD staff time.
C. OCSD shall promptly inform City during the course of construction of any
proposed change orders to the construction contract that affect the Sewer Repair. Copies
of proposed change orders affecting City will be provided to City within five {5) working
days of submission to OCSD. All change orders shall be subject to City's approval.
City agrees not to unreasonably withhold its approval to such change orders.
D. The City shall pay OCSD within 30 days after receiving a detailed invoice
from the OCSD.
E. The City shall oversee the Sewer Repair work as it deems necessary. The
City shall promptly notify OCSD if any portion of the Sewer Repair work appears not to
be in conformance with the applicable plans and specifications.
Section 7: Indemnification.
A. City shall indemnify, defend and hold OCSD, its elected and appointed
officials, its officers, agents, employees, and consultants harmless from any and all
actions, suits, claims, liability or expense for death, injury, loss, or damage to persons ar
property {collectively "Claims"} which may arise or is claimed to have arisen as a result
of any act performed by City, its officers, agents, employees or consultants, with respect
to the construction or undertaking of the OCSD Project, the Sewer Repair, and/or City
Project, save and except in those instances where such Claims are solely caused by any
act, omission, ar negligence of OCSD, its officers, agents, employees or consultants.
B. OCSD shall indemnify, defend and hold City, its elected and appointed
officials, officers, agents, employees, and consultants, harmless from any and all Claims
which may arise or is claimed to have arisen as a result of any act performed by OCSD,
its officers, agents, employees or consultants, with respect to the construction ar
undertaking of the OCSD Project or the Sewer Repair and/or City Project, as a result of
or in connection with the maintenance and operation of the OCSD Project ar the Sewer
Repair, save and except in those instances where such Claims are solely caused by any
act, omission or negligence of City, its officers, agents, employees ar consultants.
Section 8: Insurance. The Parties shall require their respective contractors to
maintain insurance policies in compliance with the City's General Provisions Section 7-3
"Liability Insurance" {see Exhibit C.} during all times of the construction projects. Both
parties shall be named as additional insureds an each liability insurance policy. Neither
party shall allow its contractor or subcontractor{s) to commence the work covered by this
Reimbursement Agreement until such insurance is obtained in accordance with the
requirements of this section:
168987.2
Section 9: Term. This Agreement shall commence on the above written date,
and be in foil force and effect until the specified obligations of both Parties have been
fulfilled or the Agreement is terminated as set forth herein.
Sectian 10: Natives. Ali notices or other cammunications required ar
permitted hereunder shall be in writing and shall be personally delivered or sent by
registered or certified mail, postage prepaid, return receipt requested, delivered or sent by
electronic transmission, and shall be deemed received upon the earlier af: {i) the date of
delivery to the address of the person to receive such native if delivered personally ar by
messenger ar overnight courier; {ii) three (3) business days after the date of posting by
the United States Past Offive if by mail; or (iii) when sent if given by electronic
transmission. Any notive, request, demand, direction, or other communication sent by
electronic transmission must be confirmed within forty-eight (48) hours by letter mailed
or delivered. Natives ar other cammunications shall be addressed as follows:
To OCSD:
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-701$
Attention: Clerk of the Board
Facsimile: (7I4) 962-5018
Ta CITY:
City of Tustin
300 Centennial Way
Tustin, CA 927$0
Attention: Director of Public Works/City Engineer
Facsimile: {714) 734-8991
Sectian 11: Jurisdiction. In the event of a dispute regarding performance ar
interpretation of this Agreement, the venue far any action to enforce or interpret this
Agreement shall lie in the Superior Court of California for Orange County.
Sevtion 12: No Third Party Beneficiaries. This Agreement is entered into by
and far the OCSD and the City, and nothing herein is intended to establish rights or
interests in individuals ar entities not a party hereto.
Sevtion 13: Farce Majeure. Except for the payment of money, neither Party
shall be liable far any delays ar other non-performance resulting from circumstances or
vauses beyond its reasonable control, including without limitation, fire ar other casualty,
Avt of God, strike or labor dispute, war ar other violenve, ants of third parties, or any law,
order, ar requirement of any governmental agenvy or authority.
768987.2
Section 14: Governing Law. This Agreement shall be governed by the laws of
the State of California.
Section 15: Entire Agreement. This Agreement constitutes the entire
understanding and agreement between the Parties and supersedes all previous
negotiations and agreements between the Parties pertaining to the subject matter hereof,
and supersedes the Letter of Intent previously entered into by the Parties.
Section 16: Waiver. A waiver of a breach of the covenants, conditions, or
obligations under this Agreement by either Party shall not be construed as a waiver of
any succeeding breach of the same or other covenants, conditions, or obligations of this
Agreement.
Section 17: Modification. Alteration, change, or modification of this
Agreement shall be in the form of a written amendment, which shall be signed by both
Parties.
Section 18: Severability. If any term ar portion of this Agreement is held to be
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement shall continue in full force and effect.
Section 19: Agreement Execution and Authorization. Each of the undersigned
represents and warrants that they are duly authorized to execute and deliver this
Agreement and that such execution is binding upon the entity on whose behalf they are
executing this Agreement. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS
REIMBURSEMENT AGREEMENT the day and year described herein.
ORANGE COUNTY SANITATION DISTRICT
By
J' Ruth, General Manager
APPROVED AS TO FORM:
SPECIAL COUNSEL
B ` ~_
Y ~_
M. Katherine Jenson, ~'
Ratan & Tucker, LLP
~~sgs~ z
cITY OF TIISTrN
B
A
APPROVED AS TO FORM
By
ouglas .Holland, City Att me
~6s9a~_~
By
amela Stoker, City Clerk
EXHIBIT A
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7689872
EXHIBIT B
2-4 ~jVl- ~ B~
Both the Faithful Performance Bond and the
be for nat less than one hundred ~r and Materials Payment goad shall earth
of the form attached fo Sectfon Ct~e ~dtsecured from aosurety company du gauds shall bs
issue such bonds in the State of Califomia and shat! be subject to the a
acceptance of the City Council and City Attorney. The labor a ~ thorized to
and the Faithfu! Performance Bond shall remain in force until pn pprovai and
nd Materials Payment Bond
recordation of the Notice of Completion. a (t) Year after the date of
Additionally, the Contractor shalt concurrently submit, with the bonds, a certified c
most recent Certificate of Authority issued to the bondin corn oPY of the
Insurance Commissioner. 9 pant by the Califomia
76$987.2
EXHIBIT C
7-3 L(ABtt_ITY lNSL1RANC~
Public liabiH and Pro a Damages. Contractor shad take out and maintain during the life
of the contract, commercial general liability, automobile liability and worker`s compensation
insurance. The amount of the commercial general liability and automobile insurance shall not
be less than the following:
Single limit coverage applying to bodily and personal injury liability and property damage:
~2.oao.ooo.oo
The following insurer endorsements are required if not part of the policy:
1. The City of Tustin, its elective and appointive boards, officers, agents and
employees named as additional insureds in the policy as to the work being
performed under the contract;
2. The coverage is primary and no other insurance carried by the City of Tustin will be
called upon to contribute to a loss under this coverage;
3. The policy covers blanket contractual liability;
4. The policy limits or liability are provided on an occurrence basis;
5. The policy covers broad form property damage liability;
1 6. The policy covers personal injury as well as bodily injury liability;
j 7. The policy covers explosion, collapse, and underground hazards;
8. The policy covers products and completed operations;
9. The policy covers use of non-owner automobiles; and
10. The coverage shalt not be cancelled or terminated unless thirty {30} days written
notice is given to the City of Tustin.
71. Insurers shall be authorized to do business in the State by the Department of
Insurance and shall meet the following qualifications:
A.M. Best's Key Rating of Grade A and Class Vfl (seven} (if an Admitted
Insurer}, and Grade A- or better and Class X {ten} or better (if offered by a
Surplus line Broker}, is acceptable. Workers' compensation insurance
rated Grade B- or better and Class VII (seven} or better, or offered by the
State Compensation Fund, is acceptable.
12. The worker's compensation and employer's liability insurance policies shall contain
a waiver of subrogation in favor of the Ci#y.
Contractor shall provide #o the City within ten {10} working days after the date of notice of
award of the contract evidence of the aforementioned insurance with insurer endorsements,
which must meet the requirements of this Article. An Acord Certificate will be accepted solely
n_a
as evidence of the name of the insurers and the amounts of insurance. Failure to comply
with these requirements wiii result in annulment of the award, forfeiture of the proposal
guarantee, and the Ci#y will pursue award to the next qualified responsive bidder. Contractor
is advised that insurance requirements are non-negotiable and City wiN not consider waiving
insurance requirements. There are no exceptions.
768987.2