HomeMy WebLinkAboutC-9417-2 - Reimbursement Agreement Manhole Adjustment (for West Coast Highway Joint Manhole and Valve Adjustments)I \
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J REIMBURSEMENT AGREEMENT
(ORANGE COUNTY SANITATION DISTRICT MANHOLE ADJUSTMENT)
THIS REIMBURSEMENT AGREEMENT FOR UTILITY ADJUSTMENT (this
"Agreement") is entered into the Z M D day of F EbR V to 2Y , 20Z4("Effective Date"),
between Orange County Sanitation District, a California public body ("OC San"), and City of
Newport Beach, a California municipal corporation and charter city ("City"), individually referred
to as "Party" and collectively "Parties".
REC'ITALIS
A. Caltrans proposes improvements to Pacific Coast Highway from Santa Ana River
Bridge to Jamboree Road, which work will generally con gist of asphalt concrete pavement
resurfacing and associated improvements within the existirg i fight -of -way. City is to adjust all of
City's structures to finished surface that are in locational conflict with Caltrans' proposed
improvements ("City Project" or the "Project").
B. OC San has surficial manhole structures (the "Utilities") located on Pacific Coast
Highway that are also in locational conflict with Caltrans' proposed improvements and that will
similarly have to be adjusted to finished surface (the "Adjustment Work").
C. In order to minimize impacts to the environment, community and surrounding
areas, City agrees to perform the Adjustment Work as part of its Project subject to reimbursement
from OC San.
D. City and OC San desire to enter into this Agreement to outline their respective
obligations regarding the cost, reimbursement, and timely execution of the Adjustment Work by
City.
E. OC San has provided City with a copy of all OC San standard drawings
("Standards") outlining the Adjustment Work to be performed, and a copy of which Standards
are attached hereto and made a part hereof as Exhibit A.
AGREEMENT
For and in consideration of the foregoing recitals which are incorporated herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
City and OC San 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. City and OC San will work cooperatively together
so that Adjustment Work can be constructed as part of the Project in a manner that minimizes the
costs and impacts to all Parties and the public. The specific terms and conditions governing the
elements of this Agreement are set forth hereinafter.
Section 3: CITY's Specific Obligations.
A. City will be responsible for compliance with the California Environmental Quality
Act ("CEQA") and all other permitting requirements.
B. City will undergo a Public Works bidding process and will enter into a construction
contract that includes the Adjustment Work as part of the Project. The Adjustment
Work shall be constructed in accordance with the Standards. The total estimated
cost of the Adjustment Work is $656,856, which includes a 20% contingency for
unforeseen work not included in Project bid documents. The amount to be
reimbursed by OC San shall be based on the actual cost of the Adjustment Work,
subject to the prior written approval of OC San.
C. After award of the construction contract, City will submit relevant documentation
to OC San for its files.
D. For the duration of Project construction, City will:
1. Promptly inform OC San of any proposed changes to the construction contract
as it relates to the Adjustment Work. Copies of proposed changes affecting the
Adjustment Work will be provided to OC San within five (5) working days of
submission to City.
2. Provide OC San staff with contractor schedules and updates within five (5) days
of acceptance by City staff.
3. Invite OC San staff to construction progress meetings.
4. Notify OC San 72 business hours prior to the need for an inspection.
5. Ensure the City's construction contractor coordinate with OC San to retrieve
the manhole frames and covers for the Utilities (provided by OC San) from the
OC San Treatment Plant No. 2 in Huntington Beach.
E. City will document and inform OC San of the date of the completion of the
Adjustment Work. City will verify with OC San prior to issuance of progress
payment to City's construction contractor that Adjustment Work was completed
per the Standards.
F. City shall not be obligated to perform any Adjustment Work in excess of $656,856
unless OC San increases the Reimbursement Amount in accordance with Section
4.D.
Section 4: OC San's Specific Obligations.
A. OC San will provide, at OC San's expense, new frames and covers for the Utilities
to replace the existing frames and covers.
B. OC San will provide, at OC San's expense, inspection services to assure
compliance with the Standards. OC San will promptly notify City if any portion of
the Adjustment Work appears not to conform to the Standards, and will work with
the City to resolve all discrepancies.
C. OC San will respond to City's request for an inspection within 48 hours. OC San
will be responsible for the City's construction contractor's downtime due to failure
to comply with this provision.
D. OC San's obligation to reimburse City includes the actual total costs for
construction of the Adjustment Work (including design, permits, and bonds) plus
an Administrative Fee (collectively the "Reimbursement Amount"), which shall
not exceed a cumulative total of $689,699, unless otherwise approved by OC San
or provided herein. The "Administrative Fee" is intended to cover the City's
internal costs related to administration of the Adjustment Work and is equal to five
percent (5%) of the total costs of the Adjustment Work. Any cost of the Adjustment
Work that exceeds $656,856 shall be OC San's sole responsibility. City agrees to
notify OC San at the earliest opportunity if the cost of the Adjustment Work is
expected to exceed $656,856 at any time during the Project. If reimbursement over
and above $689,699 is requested by City, OC San staff will request approval from
OC San's General Manager or Board of Directors, as appropriate, to increase the
Reimbursement Amount, which approval shall not be unreasonably withheld,
conditioned, or delayed.
Section 5: Timing of Reimbursement. For each progress payment, including the final
progress payment, made by City to its contractor, City shall submit an invoice to OC San setting
forth OC San's share of the payment and the amount of the Administrative Fee. Invoices shall be
accompanied by a copy of any documentation processed with the progress payment or other
documentation to substantiate the calculation of OC San's portion. OC San shall pay City within
thirty (30) days of OC San's receipt of all required invoices and supporting documentation.
Section 6: Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same document. All such
counterparts shall be construed together and shall constitute one agreement, but in making proof
hereof it shall only be necessary to produce one such counterpart.
Section 7: Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of City and OC San and their respective legal representatives, successors and assigns.
Notwithstanding anything herein to the contrary, the OC San may not assign its rights and
obligations under this Agreement without the prior written consent of City. City may assign its
rights or obligations under this Agreement without the OC San's consent, but with notice to the
OC San.
Section 8: Indemnity. Each Party hereby agrees to indemnify, defend, protect and hold
harmless the other Party, and its elected and appointed officials, officers, employees,
representatives, volunteers, and agents from and against any and all claims (including, without
limitation, claims for bodily injury, death or damage to property), demands, workers'
compensation benefits, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses of any kind or nature, arising from any breach of
contract, negligent acts, omissions or breach of law, or willful misconduct of the indemnitor, or its
officers, agents, or employees arising out of the performance of, or failure to perform, any
provisions of this Agreement. Neither Party assumes liability for the acts or omissions of persons
other than each Party's respective officers, agents, or employees. In the event judgment is entered
against both Parties because of joint or concurrent negligence of both Parties, or their officers,
agents, or employees, an apportionment of liability to pay such judgment shall be made by a court
of competent jurisdiction. The respective obligations of the Parties pursuant to this Section shall
survive expiration or earlier termination of this Agreement.
Section 9: Alteration of Terms. This Agreement fully expresses all understanding of
the City and OC San with respect to the subject matter of this Agreement, and shall constitute the
total Agreement between the parties for these purposes. No addition to, or alteration of, the terms
of this Agreement, whether written or verbal, shall be valid unless made in writing and formally
approved and executed by the Parties.
Section 10: Notices. Any notice, tender, demand, delivery, or other communication
pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered
in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
CITY: City of Newport Beach
Attn: City Clerk
100 Civic Center Drive
Newport Beach, CA 92660
OC San: Orange County Sanitation District
Attn: Clerk of the Board
10844 Ellis Avenue,
Fountain Valley, CA 92708
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed
to have been given twenty-four (24) hours after the time set forth on the transmission report issued
by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
these time frames, weekends, federal, state, County or City holidays shall be excluded.
4
Section 11: Term of Agreement. The Effective Date of this Agreement shall be the
latter to occur of the following: (a) execution by the City or (b) execution by OC San. The term
of the Agreement shall continue in full force and effect until all obligations of OC San to the City
are completed in full accordance with the terms of this Agreement.
Section 12: Severability. If any term, provision, covenant, or condition set forth in this
Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force
and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished.
In addition, in such event the Parties shall cooperate in good faith in an effort to amend or modify
this Agreement in a manner such that the purpose of the invalidated or voided provision, covenant,
and condition can be accomplished to the maximum extent legally permissible; provided, however,
that in no event shall either party be required to agree to an amendment or modification of this
Agreement that materially adversely impacts its rights or materially increases its obligations or
risks as set forth herein.
Section 13: Waiver of Default or Breach. Waiver of any default by either party shall
not be considered a waiver of any subsequent default. Waiver of any breach by either party of any
provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver
of any default or any breach by either party shall not be considered a modification of the terms of
this Agreement.
Section 14: No Third -Party Beneficiaries. Nothing in this Agreement is intended to
create any third -party beneficiaries to the Agreement, and no person or entity other than the City
and OC San, and the permitted successors and assigns of either of them, shall be authorized to
enforce the provisions of this Agreement.
Section 15: Further Assurances. OC San and the City agree to execute, acknowledge
and deliver any and all additional papers, documents and other assurances and to perform any and
all acts and things reasonably necessary in connection with the performance of the obligations
hereunder and to carry out the intent of the Parties.
Section 16: Agreement Negotiated. The text of this Agreement is the product of
negotiation among the parties and their counsel and is not to be construed as having been prepared
by one parry or the other.
Section 17: Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section 18: Termination. OC San may terminate this Agreement at any time, subject to
the provisions of this section, by providing five (5) business days' prior written notice to City. If,
at the request or direction of a party other than City, the performance of the Adjustment Work is
not accomplished or completed, OC San shall remain obligated for the actual amount of the costs
incurred by City for that work to the date of termination.
If Caltrans' improvement work or the Project is canceled or modified so as to eliminate the
necessity of the construction of the Adjustment Work, City shall have the right to terminate this
Agreement and thereby terminate its obligation to perform the Adjustment Work, by providing
five (5) business days' prior written notice to OC San. In such case, OC San will not be obligated
for any design or any other costs incurred by City. If OC San elects to perform the Adjustment
Work, OC San may, but shall not be obligated to, acquire the design or other work from City by
separate agreement.
Section 19: Force Majeure. Neither party will 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 God, strike or labor dispute, war or other violence,
acts of third parties, or any law, order, or requirement of any governmental agency or authority
other than the parties.
[SIGNATURES ON NEXT PAGE]
0
IN WITNESS WHEREOF, the parties are signing this'Agreement as of the Effective
Date.
ORANGE COUNTY SANITATION
DISTRIC� , a alifornia public body
Date: 1 / 1 �Z�
Chad P. `Nanke
Chairperson or the Board
AT'I'ES'I'
Date:
B
Kelly A Lore, MC
Clerk o the BdArd
APPROVED AS TO FORM:
ALSTON & BIRD
Date:
By: 6
Gregg J Loubier
Special Counsel
CITY OF NEWPORT BEACH,
a California munici al corporation
Date: l 2 2
By: --
Grac ng
City Uadager
ATTEST �n NEWpC)
Date:
By:
U
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
CITY ATTORIXEY', �Q,FFICE
Date: Z- 2p 2
B
on . HV iz/zo/z3
Ci ttom y
IN WITNESS WHEREOF, the parties are signing this Agreement as of the Effective
Date.
ORANGE COUNTY SANITATION
DISTRICT, a California public body
Date:
By:
Chad P. Wanke
Chairperson of the Board
ATTEST
Date:
Bv:
Kelly A. Lore, MMC
Clerk of the Board
APPROVED AS TO FORM:
ALSTON & BIRD
Date:
By:
Gregg J Loubier
Special Counsel
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
ATTEST
Date:
By:
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
CITY ATTOEY' QFFICE
Date: Z zo
Von
l�
H �z/z�/z3rney
EXHIBIT A
Standard Drawings
MANHOLE FRAME
FILL GAP WITH CONCRET
MORTAR AS REQUIRE
CONCRETE GRADE RIN(
SEE DETAIL "A" -
PVC MANHOLE T(
►I111►IIIIIIII�..�..��.�..,,
DETAIL "A"
NEW MANHOLE PVC LINER DETAIL
MANHOLE COVER
BEAD OF SIKAFLEX 1A
SIKA-449/203 PRIMER
(OR EQUAL)
1.1' WELD
7
PVC MANHOLE TOPPER
MANHOLE
FRAME
,NOTES-
1 . MAKE FINAL ADJUSTMENTS AT THE MORTAR JOINT BETWEEN THE FIRST AND SECOND GRADE RINGS. SET FLUSH WITH PAVEMENT TO
ONE -EIGHTH INCH HIGH.
2. ADD OR REMOVE GRADE RINGS, REPAIR PVC OR SPRAYED ON LINER, AND SPARK TEST LINER FOR PINHOLES AND "PROBE TEST' FOR
WEAK WELDS AS APPROVED BY THE ENGINEER. ADJUST HEIGHT AT MANHOLE RISER SECTIONS IF THE TOTAL HEIGHT OF GRADE
RINGS WOULD EXCEED 24 INCHES.
3. BACKFILL FLUSH WITH SURFACE OR BELOW PAVEMENT SURFACE AS REQUIRED GOVERNING AGENCY WITH 3250 PSI (CLASS B)
QUICK SETTING CONCRETE FOR COLLAR. EXPOSED CONCRETE SHALL BE BLACK IN COLOR.
4. FILL AREA ABOVE BELOW -GRADE COLLAR WITH AC WEARING SURFACE TO MATCH ADJACENT AC.
5. WHERE ODOR CONDITIONS EXIST OR WHERE DESIGNATED, SEAL MANHOLE RIM AND HOLES WITH DUCT -SEAL MASTIC. RE -SEAL IF
EXISTING MANHOLE COVER WAS SEALED.
ORANGE COUNTY SANITATION DISTRICT PVC LINER INSTALLATION NO SCALE
ORANGE COUNTY, CALIFORNIA
APPROVED BY EXISTING CONCRETE MANHOLE STANDARD DWG.
1 EDAC 02/22/2017 Millea, Kathleen oa9 2022Ab„'q i111-'0°"
NO. APPROVED DATE DIRECTOR OFENGINEERINc DATE ADJUST TO GRADE S-050A
PVC LINING OR SPRAY -ON COATING
TERMINATION AT MANHOLE FRAME
PER S-050A AND S-055A
ALTERNATE:
CONCRETE COLLAR TO 12"
GRADE (BLACK MIX)
5"--- __==_---- _----- _--- -
12"lMIN
_a7711
1
MORTAR JOINTS, TYP
NEW OR EXISTING CONE
PVC WELD STRIP FOR GRADE
RING AND CONE FOR PVC
LINER REPAIR, TYP.
CROSS SECTION
MANHOLE FRAME AND COVER
PER PROJECT SPECIFICATIONS
3" HOT MIX ASPHALT
__7
12" MIN
24" MAX
#4 @ 6" CIRCULAR
#4 @ 12" RADIAL, TYP
CONCRETE COLLAR, TYP
NOTES:
1. NEATLY REMOVE PAVEMENT AND AGGREGATE BASE AS NECESSARY TO MAKE ADJUSTMENT.
2. MAKE FINAL ADJUSTMENTS AT THE MORTAR JOINT BETWEEN THE FIRST AND SECOND GRADE
RINGS. SET FLUSH WITH PAVEMENT TO 1/8" HIGH.
3. AT EXISTING MANHOLES, ADD OR REMOVE GRADE RINGS, REPAIR PVC OR SPRAYED LINER, AND
SPARK TEST LINER FOR PINHOLES AS APPROVED BY THE ENGINEER. ADJUST HEIGHT AT
MANHOLE RISER SECTIONS IF THE TOTAL HEIGHT OF GRADE RINGS WOULD EXCEED 24".
4. BACKFILL FLUSH WITH SURFACE OR BELOW PAVEMENT SURFACE AS REQUIRED BY GOVERNING
AGENCY WITH 3250 PSI (CLASS B) QUICK -SETTING CONCRETE TO FORM COLLAR. EXPOSED
CONCRETE SHALL BE BLACK IN COLOR.
5. FILL AREA ABOVE BELOW -GRADE COLLAR WITH AC WEARING SURFACE TO MATCH ADJACENT AC.
6. WHERE ODOR CONDITIONS EXIST OR WHERE DESIGNATED, SEAL MANHOLE RIM AND HOLES WITH
DUCT -SEAL MASTIC. RE -SEAL IF EXISTING MANHOLE COVER WAS SEALED.
ORANGE COUNTY SANITATION DISTRICT NO SCALE
ORANGE COUNTY, CALIFORNIA MANHOLE ADJUSTMENT TO
APPROVED BY STANDARD DWG.
027 ^IKathleen
UDi4ero:20-23b,ya111 -0Ka't- GRADE
NO. APPROVED DATE DIRECTOR OF ENGINEERING DATE S-055
MANHOLE FRAME
FILL GAP WITH CONCRETE -
MORTAR AS REQUIRED
CONCRETE GRADE RING
REPAIR CONCRETE AS
REQUIRED
SEE DETAIL'A"
IMPROPERLY
TERMINATED PVC LINER
AT TOP OF MANHOLE
DETAIL "A"
"""""'"' rCOVER
BEAD OF SIKAFLEX 1A
SIKA-449/203 PRIMER
(OR EQUAL)
PVC MANHOLE TOPPER
NON PVC -LINED OR
CORRODED CONCRETE
GRADE RINGS
""A"111^I F "OVER
ULLPIIY LAID I IIVU I V V LII VLI I VY 11 I I YUJ —YU UUI I
SURFACE, WELD NEW PVC MANHOLE TOPPER ONTO
EXISTING PVC LINER WITH 1" PVC WELD STRIP
EXISTING MANHOLE PVC LINER DETAIL
MANHOLE
FRAME
TRIM EXISTING P
LINER TO SOUND
CONCRETE
NOTES:
1. AT EXISTING MANHOLES, ADD OR REMOVE GRADE RINGS, REPAIR PVC OR SPRAYED ON LINER, AND SPARK TEST LINER FOR PINHOLES
AND 'PROBE TEST" FOR WEAK WELDS AS APPROVED BY THE ENGINEER. ADJUST HEIGHT AT MANHOLE RISER SECTIONS IF THE TOTAL
HEIGHT OF GRADE RINGS WOULD EXCEED 24 INCHES.
2. WHERE ODOR CONDITIONS EXIST OR WHERE DESIGNATED, SEAL MANHOLE RIM AND HOLES WITH DUCT -SEAL MASTIC. RE -SEAL IF
EXISTING MANHOLE COVER WAS SEALED.
ORANGE COUNTY SANITATION DISTRICT NO SCALE
ORANGE COUNTY, CALIFORNIA PVC LINER REPAIR
APPROVED BY STANDARD DWG.
1 EDAC ozizzizon "ItIx2022.n,23111I1ez,"d1AIe= EXISTING CONCRETE MANHOLE S-055A
NO. APPROVED DATE DrIRECI ORIOIF ENGINERING Dace zozz.oa z"ta 3'12-0JDATE
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