25E - RED HILL PAVEMENT REHAB COOPERATIVE AGMT

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NOW, THEREFORE, based upon the foregoing Recitals, which are incorporated as terms of this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all Parties, the Parties agree as follows: 1. Santa Ana shall transfer to Irvine responsibility and lead agency designation for preparing the construction documents and material testing, site construction survey, construction engineering, construction management, and construction of the Improvements, and such Improvements will be constructed by an independent contractor. 2. Notwithstanding the provisions of paragraph 1 of this Agreement, for improvements to be constructed within the City limits of Santa Ana, Santa Ana shall review and sign the final design drawings for the Improvements prior to bid advertisement, and shall review and approve in writing the contractor's construction bid prices prior to Irvine's award of a construction contract for the Improvements. Irvine and Santa Ana agree to reasonably cooperate in resolving any disputes over Improvement construction bid prices. 3. Should the Project receive ARRA funding, and should the cost of the Project exceed said ARRA funding, then Santa Ana will reimburse Irvine for Santa Ana's Reimbursement, to the extent Santa Ana Reimbursement (a) does not exceed $125,000.00 in total; (b) are reasonably expended by Irvine for Improvements within Santa Ana and on the cost items set forth in the cost estimate attached hereto as Exhibit "A" which is incorporated herein by this reference as though fully set forth, or any change order to Exhibit "A" subsequently approved in writing by Santa Ana; and (c) are incurred by Irvine in Fiscal Year 2009-2010 or Fiscal Year 2010-2011. Irvine shall submit two (2) invoices if it seeks Santa Ana Reimbursement. The first invoice will be submitted upon Project completion for 50% of actual eligible construction costs. This invoice shall be accompanied by a final project cost summary detailing Santa Ana Reimbursement activities performed on the project. The invoice shall be reviewed, approved, and signed by Irvine's authorized staff to certify that costs presented are true and accurate costs necessary for the construction of the Improvements. The final invoice will be submitted one (1) year after Project completion for the balance of eligible construction costs. Invoices shall provide details of the costs subject to Santa Ana's Reimbursement that were incurred during construction. Santa Ana shall notify Irvine of any disputed invoice items within seven (7) business days of receiving an invoice. Santa Ana and Irvine agree to reasonably cooperate in resolving any disputes over invoiced costs. Santa Ana's signature and approval pursuant to this paragraph 3 shall not be unreasonably withheld. Invoices shall be addressed and delivered to Irvine's designate as indicated in this Agreement. Unless a dispute over an invoice exists, reimbursements shall be paid within 30 calendar days after receipt of an invoice from Irvine, subject to Santa Ana's normal accounting practices. 4. Irvine shall furnish Santa Ana with a copy of any proposed change order to the construction contract within ten (10) working days of initiation of changed conditions to such contract. Santa Ana shall promptly review and respond to proposed change order(s) within five (5) working days of receipt by Santa Ana. Santa Ana shall not unreasonably withhold written approval of any such change order. Santa Ana's payment rights and obligations for any change order shall otherwise be as provided in paragraph 3 above. -2- 25E-4