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HomeMy WebLinkAboutC-3411(B) - Reimbursement Agreement for Construction of IRWD Irvine Avenue 12" Domestic Water Main from Mesa Drive to University Drive! • File No. PR -10482 AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT BETWEEN IRVINE RANCH WATER DISTRICT AND THE CITY OF NEWPORT BEACH FOR THE CONSTRUCTION OF IRWD IRVINE AVENUE 12" DOMESTIC WATER MAIN FROM MESA DRIVE TO UNIVERSITY DRIVE PROJECT NO. 10364 This Amendment No. 1 to Agreement is made and entered into this � day of Al., v 2005, by and between IRVINE RANCH WATER DISTRICT, a California Water District formed and existing pursuant to California Water District Law, hereinafter referred to as "IRWD," and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY." WITNESSETH: WHEREAS, CITY and IRWD have entered into that certain Reimbursement Agreement Between Irvine Ranch Water District and the City of Newport Beach For the Construction of IRWD Irvine Avenue Domestic Water Main From Mesa Drive to University Drive, dated May 24, 2004 (the "Agreement "); and WHEREAS, the Agreement provided for inclusion by CITY of IRWD's approximately 1,400 linear feet of 12 -inch domestic water main and appurtenances, defined therein as the "IRWD FACILITIES," in CITY's construction Contract No. C -3411, titled "Irvine Avenue 24- inch Water Transmission Main Replacement between South Bristol Street and University Drive;" and WHEREAS, IRWD has subsequently determined to construct its project titled "Santa Ana Heights Fire Flow Improvements" at Riverside Drive, Kline Drive, and Anniversary Lane Project Number 10482 as depicted on Exhibit "A ", which is attached hereto and incorporated herein by this reference, ("ADDITIONAL FACILITIES ") and has received bids for such work; and WHEREAS, the ADDITIONAL FACILITIES are located in the same vicinity as the IRWD FACILITIES, the work is of a similar nature as the IRWD FACILITIES, and the low bid Rev. 05/05 -1- 0 0 received by IRWD for the ADDITIONAL FACILITIES was submitted by CITY's contractor performing the work under the Agreement; and WHEREAS, the ADDITIONAL FACILITIES project includes alternative bid items for trench -width and full -width street repaving; and WHEREAS, CITY desires to have IRWD elect the trench -width repaving with slurry seal of full width rather than the full -width repaving; and WHEREAS, CITY and IRWD have determined that it would be mutually beneficial to include the ADDITIONAL FACILITIES under the Agreement by change order to City's existing contract. NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants hereinafter set forth, do agree as follows: SECTION 1. Unless otherwise provided in this Amendment, the term "IRWD FACILITIES" as used in the Agreement and this Amendment shall include the ADDITIONAL FACILITIES. SECTION 2. The parties agree that with respect to the ADDITIONAL FACILITIES, the bidding steps described in Section 3 of the Agreement shall be omitted and waived, and CITY will include the ADDITIONAL FACILITIES in its contract by change order using the bid amount recently received by IRWD from the contractor, inclusive of the alternative bid item for trench and one roadway lane repaving with slurry seal of full street width on Anniversary Lane. SECTION 3: The bid amount to construct the ADDITIONAL FACILITIES is Six Hundred Eighty-Nine Thousand Eighty-Two Dollars and no /100 ($689,082.00) representing the sum of the base bid of Six Hundred Fifty -Six Thousand Six hundred Thirty-Two Dollars and no /100 ($656,632.00) and bid alternate "A" in the amount of Thirty -Two Thousand Four Hundred Fifty Dollars and no /100 ($32,450.00) for trench and one roadway lane repaving with slurry seal of full street width on Anniversary Lane as further described in Exhibit `B ", which is attached hereto and incorporated herein by this reference. SECTION 4. In accordance with Section 3 of the Agreement, IRWD hereby approves the change order to construct the ADDITIONAL FACILITIES in the amount of Six Hundred Eighty- Nine Thousand Eighty-Two Dollars and no /100 ($689,082.00) and IRWD agrees to fully Rev. 05/05 -2- 0 0 reimburse the CITY for the cost of said change order and to pay the related Administrative Fee in accordance with the terms of the Agreement. SECTION 5. Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties to the Agreement have executed this Amendment No. 1 on the date hereinabove written. IRVINE RANCH WATER DISTRICT ATTEST: Dated: ^ 2g -o 5 By: A IOOY(,k Dated: Secretary/Assistant Secretary APPROVED AS TO FORM: Un Ranch Water District OF NEWPORT BEACH r i I M M UM ATTEST: gj2gl�j Dated: Dated: ' (O, 28 014— By:(/ L%VV. /� /, Dated: /1671-S City Clerk APPROVED AS TO FORM: By: Gam..-- (f _ W tom+-- Dated: Assistant City Attorney for City of Newport Beach EWSVa�pbnkhmcdl�cvnmts- OUIM.Vi d- =d -hin, 0913Mrdhnhms� dm LAM Rev. 05/05 -3- 0 Exhibit "B" 0 Santa Ana Heights Fire Protection Improvements Item No. Description Approx. Qty. Unit W.A. Rasic Construction Co. Unit Total Price Amount 1 Mobilization/Demobilization and Final Cleanup 1 LS $88,200.00 $88,200.00 RIVERSIDE DRIVE 2 Furnish/Install 8 -inch PVC C -900 519 LF $128.00 $66,432.00 3 Tie -in to existing 6 -inch ACP with 6 -inch PVC 1 EA $12,400.00 $12,400.00 4 Furnish/Install 8 -inch R/W gate valve 3 EA $1,650.00 $4,950.00 5 Furnish/Install fire hydrant assembly 2 EA $6,450.00 $12,900.00 6 Slurry seal (Type 11) Riverside Drive 1 LS $8,900.00 $8,900.00 7 Furnish/install 1 -inch copper water service 1 EA $1,850.00 $1,850.00 KLINE DRIVE 8 Furnish/Install 8 -inch PVC C -900 765 LF $113.00 $86,445.00 9 Tie -in to existing 6 -inch ACP with 6 -inch PVC 2 EA $9,900.00 $19,800.00 10 Furnish/Install 8 -inch R/W gate valve. 3 EA $1,350.00 $4,050.00 11 Furnish/Install 6 -inch R/W gate valve. 1 EA $1,300.00 $1,300.00 12 Furnish/Install fire hydrant assembly 3 EA $5,350.00 $16,050.00 Remove and reconstruct the wood fence at 13 Newport Bay Terrace Apartments 1 LS $1,800.00 $1,800.00 14 Slurry seal (Type II) Kline Drive 1 LS $1,600.00 $1,600.00 ANNIVERSARY LANE 15 Furnish and install 8 -inch PVC C -900 2390 LF $102.00 $243,780.00 16 Tie -in to Existing 6 -inch ACP with 6 -inch PVC 5 EA $10,500.00 $52,500.00 17 Furnish and install an 8 -inch R/W gate valve 12 EA $1,400.00 $16,800.00 18 Furnish and install a 6 -inch R/W gate valve 9 EA $1,125.00 $10,125.00 19 Furnish and install a 1 -inch ARVR assembly 1 EA $5,400.00 $5,400.00 20 Furnish and install 4 -inch blow off assembly 1 LS $6,250.00 $6,250.00 MISCELLANEOUS 21 Trench safety measures 1 LS $11,600.00 $11,600.00 22 Final Record Drawings 1 LS $3,500.00 $3,500.00 Subtotal Base Bid Items 1 through 22 $676,632.00 ADDITION ( +) $0.00 DEDUCTION ( -) ($20,000.00) Total Base Bid $656,632.00 BID ALTERNATES A Bid Alternate "A" - Anniversary Lane One Lane 1 LS $32,450.00 $32,450.00 Resurfacing B Bid Alternate 'B" - Anniversary Lane Entire 1 LS $60,500.00 $60,500.00 Roadway Resurfacing TOTAL BID (BASE BID + ALTERNATE "A ") $689,082.00 • C--J4�2 fl File No. PR -10364 REIMBURSEMENT AGREEMENT BETWEEN IRVINE RANCH WATER DISTRICT AND THE CITY OF NEWPORT BEACH FOR THE CONSTRUCTION OF IRWD IRVINE AVENUE 12" DOMESTIC WATER MAIN FROM MESA DRIVE TO UNIVERSITY DRIVE PROTECT NO. 10364 This Agreement is made and entered into this ,2- V day of % 2004, by and between IRVINE RANCH WATER DISTRICT, a California Water District formed and existing pursuant to California Water District Law, hereinafter referred to as "IRWD", and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY ". WITNESSETH: WHEREAS, the CITY currently proposes to construct a 24 -inch Water Transmission Main on Irvine Avenue between South Bristol Street and University Drive, the general location of which is depicted on Exhibit "A" to this Agreement, which document is by this reference incorporated herein; and WHEREAS, IRWD plans to replace approximately 1,400 linear feet of 12 -inch domestic water main and appurtenances along Irvine Avenue between University Drive and Mesa Drive as depicted on Exhibit "A ", hereinafter referred to as "IRWD FACILITIES "; and WHEREAS, CITY proposes to construct its 24 -inch Irvine Avenue Water Main, and the IRWD FACILITIES as a joint project to minimize impacts to the public and to provide cost savings and efficiency to both agencies, in lieu of construction of the IRWD FACILITIES by IRWD with an independent contract; and WHEREAS, IRWD is amenable to the construction of IRWD FACILITIES by CITY at the cost of CITY, which cost is to be reimbursed by IRWD after the work is completed and accepted; and AgrNewport Rev. 10103 -]- 0 • WHEREAS, IRWD FACILITIES shall be the property of IRWD in accordance with the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants hereinafter set forth, do agree as follows: SECTION 1. CITY agrees to initiate and pursue to completion along with its construction of the above - described improvements, the construction of IRWD FACILITIES as shown on Exhibit "A' to this Agreement, and IRWD agrees to cooperate with CITY with respect to the construction and schedules for completion of IRWD FACILITIES. SECTION 2. CITY agrees that IRWD FACILITIES shall be completed pursuant to 1RWD approved plans and specifications ( "Plans and Specifications ") which shall be supplied by IRWD. SECTION 3. The parties agree that the construction of IRWD FACILITIES shall be included in CITY proposed construction Contract No. C -3411, titled Irvine Avenue 24 -inch Water Transmission Main Replacement between South Bristol Street and University Drive and IRWD FACILITIES shall be bid as a separate item or items that can be deleted from the project. Upon opening of bids by CITY, CITY will submit the bid results to IRWD for review or approval. CITY agrees that bids received for the construction of IRWD FACILITIES shall be subject to the approval of IRWD prior to award of the construction contract for IRWD FACILITIES; and further agrees that in the event IRWD does not approve such bids, this Agreement maybe terminated by either party. IRWD shall have a period of fifteen (15) calendar days for review of the bid results and approval of the successful bidder. The total estimated construction cost for IRWD FACILITIES is $500,000; however, the amount to be reimbursed by the IRWD shall be based on the actual costs of construction of the IRWD FACILITIES. Upon award of the construction contract, CITY shall provide IRWD with one (1) original copy of the fully executed contract documents and one (1) copy of each of the bid forms. CITY shall promptly inform IRWD during the course of construction of any change orders to such contract. Copies of proposed change orders affecting the IRWD FACILITIES will be provided to IRWD within five (5) working days of submission to CITY. All change orders shall be subject to IRWD approval if and to the extent any of IRWD FACILITIES are affected thereby. IRWD agrees not to unreasonably withhold its approval to such change orders, and agrees to AgrNewport Rev. 10/03 -2- 0 0 reimburse CITY for the cost of all change orders that it approves relating to the IRWD FACILITIES. SECTION 4. CITY agrees that if any revision during design or construction is requested by CITY to the Plans and Specifications, and such revision would increase the cost of the IRWD FACILITIES, such increased costs shall be bome by CITY, and shall not be reimbursed by IRWD. The cost of any revisions requested by IRWD shall be reimbursed by IRWD as provided herein. IRWD agrees that if any revision during design or construction is requested by IRWD to the Plans and Specifications, and such revision would increase the cost of the IRWD FACILITIES, such increased costs shall be borne by IRWD, and shall be reimbursed by IRWD. SECTION 5. IRWD agrees to accept IRWD FACILITIES when IRWD FACILITIES have been completed by CITY in accordance with all requirements of Plans and Specifications, including any change orders approved by IRWD as provided in Section 3 hereof. For each progress payment, including the final progress payment, made by CITY to its contractor, CITY shall submit an invoice to IRWD setting forth IRWD's portion of the progress payment, accompanied by a copy of any documentation processed with the progress payment or other documentation to substantiate the calculation of the IRWD portion. Within thirty (30) days following receipt from CITY of each such invoice for the IRWD portion of a construction progress payment, Il2WD shall deposit with CITY the amount of such invoice, plus an additional amount equal to four percent ( 4 1/6) of the invoiced contractor costs for the IRWD FACILITIES, which shall be considered the CITY's "Administrative Fee," and shall cover the costs of all items associated with geotechnical services, permits, construction, administration, , compaction testing, accounting and legal costs. SECTION 6. IRWD shall pay the invoiced amounts without offset or reduction within the time frame set forth in Section S. SECTION 7. IRWD shall have sole and absolute discretion as to all aspects of design and construction of IRWD FACILITIES, and IRWD shall inspect the construction of IRWD FACILITIES as it deems necessary to assure compliance with the Plans and Specifications, including shop drawing review and/or material inspection thereof. IRWD will promptly notify CITY of any portion of the work on IRWD FACILITIES which appears not to conform to the Plans and Specifications, and shall work through the CITY's inspector in all items associated with the construction contract. The determination of IRWD as to conformity of IRWD FACILITIES with Plans and Specifications shall be made in IRWD's sole and absolute AgrNewport Rev. 10103 -3- 0 0 discretion; however, IRWD agrees not to unreasonably withhold its approval as to such conformity . CITY shall require its contractor to construct IRWD FACILITIES so that IRWD FACILITIES conform to Plans and Specifications. CITY agrees to assume full responsibility for certifying or obtaining certification of the compaction of backfill material over IRWD FACILITIES. SECTION 8. At the time of completion and acceptance of IRWD FACILITIES, CITY agrees to furnish IRWD with "as- built" red -lines prints and one (1) copy each of the compaction reports and certificate, and cut sheets. SECTION 9. It is mutually agreed between the parties hereto that notwithstanding the fact that CITY shall accomplish the construction of IRWD FACILITIES subject to reimbursement, IRWD FACILITIES to be completed hereunder, together with the necessary franchises, licenses, easements, rights -of -way, and other privileges, shall at all times be subject to the applicable rates, rules, and regulations of IRWD, as modified or amended from time to time. CITY hereby disclaims any interest in IRWD FACILITIES and does hereby transfer and assign to IRWD any and all right, title, and interest it may have in IRWD FACILITIES, subject to the CITY's right to reimbursement of the construction costs of the IRWD FACILITIES as outlined herein. IRWD shall own, operate and maintain IRWD FACILITIES following acceptance thereof. SECTION 10. CITY will guarantee or cause its contractor for IRWD FACILITIES to guarantee such IRWD FACILITIES against defects in workmanship and materials for a period of one (1) year from the date of acceptance by IRWD. It is further agreed that CITY shall assume the responsibility that IRWD FACILITIES shall be brought or restored to full compliance with the requirements of Plans and Specifications, including any test requirements, for any portion of IRWD FACILITIES which during said one (1) year period are found not to be in conformance with the provisions of Plans and Specifications. This guarantee is in addition to any and all other warranties, expressed or implied, from CITY contractors or material manufacturers with respect to IRWD FACILITIES. The guarantee and obligations under this section shall in no way be relieved by IRWD inspection and/or approval of IRWD FACILITIES. This section sets forth the entire guarantee and warranty of CITY with respect to IRWD FACILITIES, but this section shall in no way limit any expressed or implied warranties of other persons, with respect to IRWD FACILITIES. AgrNewport Rev. 10/03 -4- 0 SECTION 11. CITY shall indemnify, defend and hold IRWD, its officers, agents, employees, and engineers harmless from any expense, liability or claim for death, injury, loss, damage or expense to persons or property which may arise or is claimed to have arisen during construction of IRWD FACILITIES and prior to acceptance by IRWD, as a result of any work or action performed by or on behalf of CITY, its officers, agents, employees or engineers, save and except in those instances where such expense, liability or claim is proximately caused in whole or in part by any act, omission, or negligence of IRWD, its officers, agents, employees or engineers or by any act or omission for which IRWD, its officers, agents, employees or engineers are liable without fault. IRWD shall indemnify, defend and hold CITY, its officers, agents, employees and engineers, harmless from any expense, liability or claim for death, injury, loss or damage to persons or property which may arise or is claimed to have arisen either (i) as a result of any act performed by IRWD, its officers, agents, employees or engineers, with respect to TRWD FACILITIES construction; or (ii) following IRWD acceptance of IRWD FACILITIES with respect to maintenance and operation, save and except in those instances where such expense, liability or claim is proximately caused in whole or in part by any act, omission or negligence of CITY, its officers, agents, employees or engineers, or by any act or omission for which CITY, its officers, agents, employees or engineers are liable without fault. SECTION 12. CITY shall cause its contractors for the construction of IRWD FACILITIES to obtain insurance coverage sufficiently broad to insure the matters set forth in this Agreement and to include IRWD as an additional insured on all insurance policies that CITY requires its contractors to provide. As evidence of such insurance coverage, CITY shall, prior to commencement of construction of IRWD FACILITIES, provide IRWD with certificates of insurance and insurance endorsements in forms that are acceptable to IRWD. SECTION 13. IRWD shall have the right to terminate this Agreement at any time, subject to the provisions of this section. If at the request or direction of a party other than CITY, including IRWD, IRWD FACILITIES construction is not accomplished or completed, IRWD shall remain obligated for the actual amount of any costs incurred by CITY for the IRWD FACILITIES, plus the four percent (4 11/6) Administrative Fee as set forth in Section 5 above, to the date of termination. The CITY shall have the right to terminate this agreement at any time, subject to the provisions of this section. If at the request or direction of a party other than IRWD, including CITY, IRWD AgrNewport Rev. 10/03 5- FACILITIES construction is not accomplished or completed, IRWD shall remain obligated for the actual amount of any costs incurred by CITY for construction of the IRWD FACMIES, plus the four percent (4 1/6) Administrative Fee as set forth in Section 5 above, to the date of termination. The provisions of Sections 10 and 11 shall survive the expiration or termination of this Agreement. SECTION 14. Any notice or other written instrument required or permitted by this Agreement to be given to either party shall be deemed received when personally served or twenty-four (24) hours after being deposited in the U.S. Mail, postage prepaid, registered or certified and addressed as follows: IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92619 Attn: General Manager CITY: City of Newport Beach 3300 Newport Blvd. P. O. Box 1768 Newport Beach, CA 92658 -8915 Attn: Public Works Director SECTION 15. This Agreement shall be binding upon and inure to the benefit of the successor and assigns of CITY and IRWD. This Agreement constitutes the entire Agreement between CITY and IRWD and supersedes all prior understandings and Agreements between the parties with respect to the subjects hereof This Agreement may be modified only in writing signed by both parties hereto. SECTION 16. In the event of any declaratory or other legal or equitable action instituted between CITY and IRWD in connection with this Agreement, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys' fees. SECTION 17. Any approval required to be given by either parry pursuant to this Agreement, shall be deemed given if no response to the party's request for such approval is received by the requesting party within fifteen (15) days following the request for such approval. AgrNewport Rev. 10/03 -6- 0 0 IN WITNESS WHEREOF, the parties to the Agreement have executed this Agreement on the date hereinabove written. IRVINE ETCH WATER DISTRICT ATTEST: By zjz� , Secretary /Assistant Secretary APPROVED AS TO FORM: Ranch Water District CITY OF NEWPORT BEACH By --r (J j Dated 2 Z U Dated 6 //-V(� Dated /0• ?&off Dated _ S - t i - vq APPROVED AS TO FORM: City Attorney for City of wport Beach Dated AgNewport Rev. 10/03 -7- REIMBURSEMENT AGREEMENT BETWEEN COSTA MESA SANITARY DISTRICT AND THE CITY OF NEWPORT BEACH FOR THE CONSTRUCTION OF CMSD SEWER MAINS ON IRVINE AVENUE AT MESA DRIVE This Agreement is made and entered into this day of 2004, by and between COSTA MESA SANITARY DISTRICT, a California SarLry District formed and existing pursuant to the Sanitary District Act of 1923, hereinafter referred to as "CMSD ", and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY ". WITNESSETH: WHEREAS, the CITY currently proposes to construct the Irvine Avenue 24 -inch Water Transmission Main Replacement between South Bristol Street and University Drive, hereinafter referred to as "CITY PROJECT ", the general location of which is depicted on Exhibit "A" to this Agreement, which document is by this reference incorporated herein; and WHEREAS, CMSD plans to replace approximately 800 linear feet of parallel 12 -inch sewer mains with 400 linear feet of new 18 -inch sewer main along Irvine Avenue between University Drive at Mesa Drive as depicted on Exhibit "A ", hereinafter referred to as "CMSD FACILITIES "; and WHEREAS, CITY proposes to construct the CITY PROJECT and the CMSD FACILITIES as a joint project to minimize impacts to the public and to provide cost savings and efficiency to both agencies, in lieu of construction of the CMSD FACILITIES by CMSD with an independent contract; and WHEREAS, CMSD is amenable to the construction of CMSD FACILITIES by CITY at the cost of CITY, which cost is to be reimbursed by CMSD after the work is completed and accepted; and WHEREAS, CMSD FACILITIES shall be the property of CMSD in accordance with the terms and conditions hereinafter set forth. (SSR 4-26.04) -1 -- NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants hereinafter set forth, do agree as follows: SECTION 1. CITY agrees to initiate and pursue to completion along with its construction of the CITY PROJECT, the construction of CMSD FACILITIES as shown on Exhibit "A" to this Agreement, and CMSD agrees to cooperate with CITY with respect to the construction and schedules for completion of CMSD FACILITIES. CITY will be project administrator for the completion of the CITY PROJECT and CMSD FACILTIIES. SECTION 2. CITY agrees that CMSD FACILITIES shall be completed pursuant to CMSD approved plans and specifications ( "Plans and Specifications ") which shall be supplied by CITY consultant preparing the plans and specifications for the CITY's 24 -inch Water Transmission Main. SECTION 3. The parties agree that the construction of CMSD FACILITIES shall be included in CITY PROJECT, Contract No. C -3411, and CMSD FACILITIES shall be bid as separate items. Upon opening of bids by CITY, CITY will submit the bid results to CMSD for review and approval. CITY agrees that bids received for the construction of CMSD FACILITIES shall be subject to the approval of CMSD prior to award of the construction contract for CMSD FACILITIES; and further agrees that in the event CMSD does not approve such bids, this Agreement may be terminated by either party. CMSD shall have a period of fifteen (15) calendar days for review of the bid results and approval of the successful bidder. The total estimated construction cost for CMSD FACII..ITIES is $250,000; however, the amount to be reimbursed by the CMSD shall be based on the actual costs of construction of the CMSD FACILITIES. Upon award of the construction contract, CITY shall provide CMSD with one (1) original copy of the fully executed contract documents and one (1) copy of each of the bid forms. CITY shall promptly inform CMSD during the course of construction of any change orders to such contract. All change orders shall be subject to CMSD approval if and to the extent any of CMSD FACILITIES are affected thereby. Copies of proposed change orders affecting the CMSD FACILITIES will be provided to CMSD within five (5) working days of submission to CITY. CMSD agrees not to unreasonably withhold its approval to such change orders, and agrees to reimburse CITY for the cost of all change orders that CMSD approves relating to the CMSD FACILITIES. SECTION 4. CITY agrees that if any revision during design or construction is requested by CITY to the Plans and Specifications, and such revision would increase the cost of the CMSD FACILITIES, such increased costs shall be borne by CITY, and shall not be reimbursed by CMSD. (SSR 426.04) -2— The cost of any revisions requested by CMSD shall be reimbursed by CMSD as provided herein. CMSD agrees that if any revision during design or construction is requested by CMSD to the Plans and Specifications, and such revision would increase the cost of the CMSD FACILITIES, such increased costs shall be home by CMSD, and shall be reimbursed by CMSD. SECTION 5. CMSD agrees to accept CMSD FACILITIES when CMSD FACILITIES have been completed by CITY in accordance with all requirements of Plans and Specifications, including any change orders approved by CMSD as provided in Section 3 hereof. CITY shall submit an invoice to CMSD for the CMSD FACILITIES upon completion, accompanied by a copy of any documentation processed with the payment or other documentation to substantiate the calculation of the CMSD portion. Within thirty (30) days following receipt from CITY of the invoice for the CMSD portion of a construction, CMSD shall deposit with CITY the amount of such invoice. SECTION 6. CMSD shall pay the invoiced amounts without offset or reduction within the time frame set forth in Section 5. SECTION 7. CMSD shall have sole and absolute discretion as to all aspects of design and construction of CMSD FACILITIES, and CMSD shall inspect the construction of CMSD FACILITIES as it deems necessary to assure compliance with the Plans and Specifications, including shop drawing review and/or material inspection thereof. CMSD will promptly notify CITY of any portion of the work on CMSD FACILITIES which appears not to conform to the Plans and Specifications, and shall work through the CITY's inspector in all items associated with the construction contract. The determination of CMSD as to conformity of CMSD FACILITIES with Plans and Specifications shall be made in CMSD's sole and absolute discretion; however, CMSD agrees not to unreasonably withhold its approval as to such conformity. CITY shall require its contractor to construct CMSD FACILITIES so that CMSD FACILITIES conform to Plans and Specifications. CITY agrees to assume full responsibility for certifying or obtaining certification of the compaction of backfill material over CMSD FACILITIES. SECTION 8. At the time of completion and acceptance of CMSD FACILITIES, CITY agrees to furnish CMSD with "as- built" mylars of CMSD FACILITIES and one (1) copy each of the compaction reports and certificate, and cut sheets. SECTION 9. CITY will guarantee or cause its contractor for CMSD FACILITIES to guarantee such CMSD FACILITIES against defects in workmanship and materials for a period of one (1) year from the date of acceptance by CMSD. It is further agreed that CITY shall assume the responsibility that CMSD FACILITIES shall be brought or restored to full compliance with the (SSR 4-28.04) -3— requirements of Plans and Specifications, including any test requirements, for any portion of CMSD FACILITIES which during said one (1) year period are found not to be in conformance with the provisions of Plans and Specifications. This guarantee is in addition to any and all other warranties, expressed or implied, from CITY contractors or material manufacturers with respect to CMSD FACILTTIES. The guarantee and obligations under this section shall in no way be relieved by CMSD inspection and/or approval of CMSD FACILITIES. This section sets forth the entire guarantee and warranty of CTTY with respect to CMSD FACILITIES, but this section shall in no way limit any expressed or implied warranties of other persons, with respect to CMSD FACILITIES. SECTION 10. CITY shall indemnify, defend and hold CMSD, its officers, agents, employees, and engineers harmless from any expense, liability or claim for death, injury, loss, damage or expense to persons or property which may arise or is claimed to have arisen during construction of CMSD FACHMES and prior to acceptance by CMSD, as a result of any work or action performed by or on behalf of CITY, its officers, agents, employees or engineers, save and except in those instances where such expense, liability or claim is proximately caused in whole or in part by any act, omission, or negligence of CMSD, its officers, agents, employees or engineers or by any act or omission for which CMSD, its officers, agents, employees or engineers are liable without fault. CMSD shall indemnify, defend and hold C1TY, its officers, agents, employees and engineers, harmless from any expense, liability or claim for death, injury, loss or damage to persons or property which may arise or is claimed to have arisen either (i) as a result of any act performed by CMSD, its officers, agents, employees or engineers, with respect to CMSD FACILTTLES construction; or (ii) following CMSD acceptance of CMSD FACILITIES with respect to maintenance and operation, save and except in those instances where such expense, liability or claim is proximately caused in whole or in part by any act, omission or negligence of CITY, its officers, agents, employees or engineers, or by any act or omission for which CITY, its officers, agents, employees or engineers are liable without fault. SECTION 11. CITY shall cause its contractors for the construction of CMSD FACILITIES to obtain insurance coverage sufficiently broad to insure the matters set forth in this Agreement and to include CMSD as an additional insured on all insurance policies that CITY requires its contractors to provide. As evidence of such insurance coverage, CITY shall, prior to commencement of construction of CMSD FACILITIES, provide CMSD with certificates of insurance and insurance endorsements in forms that are acceptable to CMSD. (SSR 4-26.04) -4— SECTION 12. CMSD shall have the right to terminate this Agreement at any time, subject to the provisions of this section. If at the request or direction of a party other than CITY, including CMSD, CMSD FACILITIES construction is not accomplished or completed; CMSD shall remain obligated for the actual amount of any costs incurred by CITY for the CMSD FACILITIES. The CITY shall have the right to terminate this agreement at any time, subject to the provisions of this section. If at the request or direction of a party other than CMSD, including CITY, CMSD FACILITIES construction is not accomplished or completed; CMSD shall remain obligated for the actual amount of any costs incurred by CITY for construction of the CMSD FACILITIES. The provisions of Sections 9 and 10 shall survive the expiration or termination of this Agreement. SECTION 13. Any notice or other written instrument required or permitted by this Agreement to be given to either party shall be deemed received when personally served or twenty- four (24) hours after being deposited in the U.S. Mail, postage prepaid, registered or certified and addressed as follows: CMSD: Costa Mesa Sanitary District P.O. Box 1200 Costa Mesa, CA 92628 Attn: Manager/District Engineer CITY: City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92663 Attn: Public Works Director SECTION 14. This Agreement shall be binding upon and inure to the benefit of the successor and assigns of CrfY and CMSD. This Agreement constitutes the entire Agreement between CITY and CMSD and supemedes all prior understandings and Agreements between the parties with respect to the subjects hereof. This Agreement may be modified only in writing signed by both parties hereto. SECTION 15. In the event of any declaratory or other legal or equitable action instituted between CITY and CMSD in connection with this Agreement, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys' fees. SECTION 16. Any approval required to be given by either party pursuant to this Agreement, shall be deemed given if no response to the party's request for such approval is received by the requesting party within fifteen (15) days following the request for such approval. (SSR 428-04) -5— 9 IN WITNESS WHEREOF, the parties to the Agreement have executed this Agreement on the date hereinabove written. COSTA MESA SANITARY DISTRICT By. ( �� President ATTEST: B 7 Secr APPROVED AS TO FORM: 14 By Attorney for the Costa Mesa Sanitary District CITY OF NEWPORT BEACH ATTEST: APPROVED AS TO FORM: City Attorney for City of Newport Beach (SSR 42604) Ir . 1W i Dated a 3 )10 Dated S - 13 - 04 U Dated FAUSER&PBWNShared%GREEMENTS - Outeide\CMSD Reimbursement Agreement 4- 2604.DOC N N' +E 5 NTS PROPOSED 24^ \ -/ CiTY OF NEWPORT BEA 11 # r\ WATER LINE \.12" N 6' � PROPOSED 12' :' RWD j\ WATER MAIN \� 6 ». <0 / Exhibit "A" IRVINE AVENUE WATER MAIN REPLACEMENT