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
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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
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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
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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
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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
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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
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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.
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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
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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.
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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
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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
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IRVINE AVENUE WATER MAIN REPLACEMENT