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Home My WebLink AboutC-5493 - Reimbursement Agreement for Dover Drive Pavement RestorationREIMBURSEMENT AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF NEWPORT BEACH FOR THE DOVER DRIVE PAVEMENT RESTORATION IN THE CITY OF NEWPORT BEACH OCSD Contract No. 5-63 10 l ��'h THIS REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into on this I day of ��'� V(�(/ , 2013 ("Effective Date"), by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District ("OCSD"); AND CITY OF NEWPORT BEACH, a California Municipal Corporation and charter city ("CITY") OCSD and CITY are sometimes individually referred to as "Party" and collectively referred to as "Parties." RECITALS WHEREAS, OCSD is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code Sections 4700, et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; and WHEREAS, CITY is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the City's Charter; and WHEREAS, OCSD owns, operates and maintains a trunk sewer within the CITY located beneath Dover Drive, the general location of which is depicted on Exhibit "A," which is attached and incorporated herein by reference ("Sewer"). OCSD is planning a project for the total replacement of the Sewer ("OCSD Sewer Improvement"); and WHEREAS, following completion of the OCSD Sewer Improvement, OCSD is responsible for the pavement restoration of the street overlying the Sewer including repaving (grind and cap); and WHEREAS, CITY is planning a street improvement project on Dover Drive ("CITY Street Improvements") following completion of the OCSD Sewer Improvement; and WHEREAS, OCSD and CITY desire to perform their projects in a manner that minimizes costs and minimizes the impacts to the environment, the public and surrounding community; and 4816-2955-3171.1 909822.1 WHEREAS, CITY desires to include OCSD's pavement restoration obligation as part of the CITY Street Improvements; and WHEREAS, OCSD is willing to allow CITY to perform OCSD's pavement restoration obligation and will reimburse CITY for OCSD's share of the CITY Street Improvements costs in the manner and subject to the conditions set forth below. AGREEMENT NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: Section 1: Recitals. The Recitals above are true and correct and are hereby incorporated into this Agreement. Section 2: Elements of Agreement. OCSD and CITY agree to work cooperatively so the CITY Street Improvements may 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 Obligations. A. CITY shall be responsible for the design, construction, and on -going maintenance of the CITY Street Improvements. B. CITY shall be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Sections 21000 et seq.) for all activities associated with the CITY Street Improvements and CITY shall be the Lead Agency for purposes of CEQA and, in such capacity, shall conduct such environmental review (whether by Environmental Impact Report, Mitigated Negative Declaration, Negative Declaration, or Notice of Exemption) as CEQA may require. CITY shall supply to OCSD a copy of the CITY -approved environmental review document. C. CITY shall obtain, at its own expense and without reimbursement from OCSD, all necessary permits for construction of the CITY Street Improvements from federal, state and local authorities. D. Except as provided in Section 4(C), CITY shall, at its own expense and without reimbursement from OCSD, raise all OCSD manhole rings and covers within the CITY Street Improvements project area to finished grade. All work related to raising OCSD manhole rings and covers must comply with OCSD manhole standards. OCSD shall provide CITY with a copy of OCSD's current manhole standards. 4816-2955-3171. l 909822.1 E. Subject to compliance with CITY's standards and regulations, CITY shall issue an Encroachment and other administrative permits to OCSD and/or OCSD's contractor and waive all related fees for the construction of the OCSD Sewer Improvement. Section 4: OCSD's Specific Obligations. A. OCSD shall be responsible for the design, construction and on -going maintenance of the OCSD Sewer Improvement. Following completion of the OCSD Sewer Improvement, OCSD shall pave the street replacement pavement section over the Sewer with a "T" patch per CITY's standards. B. OCSD shall pay the CITY, as described in Section 5 below, for the costs of the following portions of the CITY Street Improvements: - Fifty per cent (50%) of the full depth asphalt reconstruction of Dover Drive from Irvine Avenue to Mariner's Drive; - One Hundred per cent (100%) of the asphalt overlay of Dover Drive from Mariner's Drive to Westcliff Drive; - Fifty per cent (50%) of the asphalt overlay of southbound Dover Drive from Westcliff Drive to Pacific Coast Highway; and - A ten per cent (10%) administration fee. The cost of the portions of the CITY Street Improvements described immediately above is Six Hundred Thirty -Three Thousand Dollars and No Cents ($633,000.00) ("Reimbursement Amount"). The Reimbursement Amount is calculated using current industry prices based on the amount OCSD would expend if OCSD were solely responsible for completing the pavement restoration of the street overlying the Sewer. C. OCSD shall provide, at its own expense and without reimbursement from CITY, field inspection for CITY's work in raising OCSD manhole rings and covers to finished grade as part of CITY Street Improvements. D. Except for OCSD's obligation to pay CITY the Reimbursement Amount and provide field inspection as set forth in Sections 4(B) and 4(C) above, OCSD does not have any other obligation regarding the CITY Street Improvements. E. Except as otherwise provided, OCSD shall obtain, at its own expense and without reimbursement from CITY, all necessary permits for construction of the OCSD Sewer Improvement from federal, state and local authorities. 4816-2955-3171.1 909822.1 Section 5: Reimbursement. Within ten (10) days of the start of construction of the OCSD Sewer Improvement, OCSD shall pay to the CITY the entire Reimbursement Amount in a lump sum payment. The Reimbursement Amount is the full amount OCSD is required to pay for OCSD's share of the costs for the CITY Street Improvements and any related costs, and CITY will not be entitled to any further payment from OCSD for costs arising out of or related to CITY Street Improvements as set forth in Section 4, above. Section 6: Indemnification. A. CITY shall indemnify, defend and hold OCSD, 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 which may arise or are claimed to have arisen during or out of construction of the CITY Street Improvements, including the raising of manhole rings and covers to finished grade, or as a result of any work or action performed by or on behalf of CITY, its officers, agents, employees or consultants, save and except in those instances where such expense, liability or claim is 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 actions, suits, claims, liability or expense for death, injury, loss or damage to persons or property which may arise or are claimed to have arisen as a result of any act performed by OCSD, its officers, agents, employees or consultants, with respect to the construction of the OCSD Sewer Improvement and its inspection obligations during CITY Street Improvements, or as a result of or in connection with the maintenance and operation of the OCSD Sewer Improvement, save and except in those instances where such expense, liability or claim is solely caused by any act, omission or negligence of CITY, its officers, agents, employees or consultants. Section 7: Notices. All notices or other communications required or permitted hereunder must be in writing and conclusively shall be deemed served when delivered personally, or on the third (3d) business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, 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 4816-2955-3171.1 909822.1 To CITY: City of Newport Beach P.O. Box 1768 100 Civic Center Drive Newport Beach, CA 92658 Attention: Assistant City Engineer Facsimile: (949) 644-3020 Section 8: Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement, any action to enforce or interpret this Agreement will be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. Section 9: 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 10: Force Majeure. Except for the payment of money, 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 that of the Parties. Section 11: Governing Law. This Agreement is governed by the laws of the State of California. Section 12: 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. Section 13: 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 14: Modification. Alteration, change, or modification of this Agreement shall be in the form of a written amendment signed by both Parties. Section 15: Severability. If any term or 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 16: 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. Section 17: Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 4816-2955-3171.1 909822.1 IN WITNESS WHEREOF, the Parties are signing this Agreement as of the Effective Date. ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District By T Troy Edgar, dhair of e Board of Directors ATTEST: 771 .4 aseof� Maria Ayala, CIA of the Board of Directors APPROVED AS TO FORM: Lewis Brisbois Bisgaard & Smith, LLP By Claire Hervey Collins CITY OF NEWPORT BEACH, a California Municipal Corporation By &— " N�-- nave Kiff, City Manager ATTEST: ALk bk."- Leilani I. Brown, bty Clerk APPROVED S TO FORM C�1 Aaron C. Harp, City Attorney ;Ac i Fob 4816-2955-3171.1 909822.1