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HomeMy WebLinkAbout25E - INSTALL MISC FACILITIESREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: October 5, 2009 TITLE: AGREEMENT BETWEEN IRVINE RANCH WATER DISTRICT AND THE CITY OF SANTA ANA FOR THE INSTALLATION OF MISCELLANEOUS FACILITIES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ^ As Recommended ^ As Amended ^ Ordinance on 151 Reading ^ Ordinance on 2" d Reading ^ Implementing Resolution ^ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached two-year reimbursement agreement with the Irvine Ranch Water District for the installation of miscellaneous facilities of less than $100,000 per Project. DISCUSSION The City periodically undertakes street improvement projects, a number of which involve concurrent construction, modification or relocation of water, sewer and/or reclaimed water facilities owned, operated, and maintained by the Irvine Ranch Water District (IRWD). Rather than having IRWD to carry out a separate design, construction, modification or relocation of their facilities within the limits of City project, it would be more efficient for the City to carry out the design and contract of the necessary work. Staff recommends the approval of a master reimbursement agreement with IRWD. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The proposed agreement will have a limit of $100,000 per project. Funds to pay for the Design and construction services will be charged and reimbursed by IRWD. .s'~ ~~Z~' o`'~' George Alv rez Acting Executive Director Public Works Agency 25E-1 25E-2 TWO-YEAR REIMBURSEMENT AGREEMENT BETWEEN IRVINE RANCH WATER DISTRICT AND THE CITY OF SANTA ANA FOR THE INSTALLATION OF MISCELLANEOUS FACILITIES (2009, 2010) This Agreement is made and entered as of this day of , 2009, 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 the CITY OF SANTA ANA, a municipal corporation, hereinafter referred to as "CITY." WITNESSETH WHEREAS, City periodically undertakes street improvement projects, a number of which involve concurrent construction, modification or relocation of water, sewer and/or reclaimed water facilities of IRWD in the vicinity of the respective projects; and WHEREAS, the parties have determined that for certain projects, to be mutually designated by CITY and IRWD staff (each, a "Project" and collectively, the "Projects"), it would be more efficient for CITY, rather than IRWD, to carry out the design, construction, modification or relocation of the affected water, sewer and/or reclaimed water facilities of IRWD ("IRWD FACILITIES") due to the particular alignment and construction scheduling of IRWD FACILITIES; and WHEREAS, the parties desire to enter into a master reimbursement agreement covering all Projects initiated during the term of such master agreement that involve an estimated IRWD FACILITIES construction cost of less than $100,000 per Project; and WHEREAS, IRWD is amenable to the construction of IRWD FACILITIES by CITY at CITY's cost, which cost is to be reimbursed to CITY by IRWD as provided herein; and WHEREAS, all IRWD FACILITIES shall be the property of IRWD in accordance with the terms and conditions hereinafter set forth; Revised 12/22/04 25E13 NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants hereinafter set forth, DO AGREE AS FOLLOWS: A. SELECTION OF PROJECTS SECTION 1. CITY and IRWD shall, by consultation between their respective staffs on an as-needed basis, review all proposed CITY street improvement projects to identify each project which involves the design, construction, modification and/or relocation of IRWD FACILITIES having an estimated construction cost of under $100,000 and which the staffs concur would be more efficiently accomplished by the CITY than IRWD. The parties agree to identify all such projects in good faith, but the identification of any project shall be subject to mutual approval. IRWD shall prepare the cost estimates for this purpose. For each project so identified and the related IRWD FACILITIES, an Addendum in the form of Exhibit "A", attached hereto and incorporated herein by this reference, shall be executed by authorized representatives of CITY and IRWD, and, upon execution, shall be deemed incorporated in this Agreement. Each project for which an Addendum is executed shall be deemed a "Project" as used herein. SECTION 2. A Project may be identified at any time so long as the related Addendum is executed prior to the expiration of the term of this Agreement. SECTION 3. A Project and the related IRWD FACILITIES shall continue to be governed by the terms of this Agreement notwithstanding that actual total costs of items set forth in Section 11 exceed $100,000 for the Project. SECTION 4. Any CITY street improvement project which involves the construction, modification and/or relocation of the IRWD FACILITIES with an estimated construction cost over $100,000 and for which the parties desire to have the IRWD FACILITIES constructed on a reimbursement basis shall be governed by a separate agreement. SECTION 5. This Agreement shall not alter any other obligations which may exist between the parties relating to the allocation of costs for particular IRWD FACILITIES, such as easement rights. Costs which are the obligation of CITY or any party other than IRWD shall not be considered within the estimates of costs for purposes of identifying Projects under Section 1. Revised 12/22/04 25E?4 B. CONSTRUCTION AND REIMBURSEMENT SECTION 6. The provisions of Part B shall apply separately to each individual Project included within this Agreement. SECTION 7. CITY agrees to initiate and pursue to completion with its construction of the Project, the construction of the IRWD FACILITIES as shown on plans and specifications incorporated by reference in the Addendum for the subject Project, and IRWD agrees to cooperate with CITY with respect to the construction and schedules for completion of IRWD FACILITIES. SECTION 8. CITY agrees that IRWD FACILITIES shall be completed pursuant to IRWD-approved plans and specifications (the "Plans and Specifications") which shall be supplied by IRWD. SECTION 9. The parties agree that the construction of IRWD FACILITIES shall be included in CITY's proposed Project plans, and that IRWD FACILITIES shall be bid as an alternate bid item that can be deleted and will not be considered in the base bid and contract award. Upon opening of bids by CITY, CITY will submit a copy of the original bid proposals received for the IRWD FACILITIES to IRWD for review and approval. CITY agrees that the alternate bid prices received shall be subject to the approval of IRWD prior to proceeding with the construction of the IRWD alternate bid item work for the proposed project, and further agrees that in the event IRWD does not approve the prices proposed for such alternate bid item(s), the Addendum may be terminated by either party. IRWD shall have a period of fifteen (15) calendar days for review of the alternate bid prices presented in the low bidder's proposal for the IRWD FACILITIES, and for approval or rejection of the alternate bid prices. The total estimated construction cost for IRWD FACILITIES is as set forth in the Addendum provided, however, that the amount to be reimbursed by IRWD shall be based on the actual construction costs (as set forth in Section 11). Upon transmitting the Notice to Proceed to the Contractor, 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. SECTION 10. CITY shall promptly furnish IRWD with copies of any proposed change orders to Project contract(s) within five (5) working days of being notified of changed conditions to the contract. Change orders shall be subject to IRWD approval if and to the extent any of the IRWD FACILITIES are affected thereby. IRWD shall have a maximum often (10) working days to review and respond to any such change order. Revised 12/22/04 25E35 CITY agrees that if any revision during design or construction is requested by CITY to the Plans and Specifications and not approved by IRWD as a change order, and would increase the cost thereof, such increased costs shall be borne by CITY, and shall not be reimbursed by IRWD, except for such revision(s) and cost(s) as are determined necessary to construct the IRWD FACILITIES in accordance with the Plans and Specifications and could not reasonably have been foreseen at the time bids were received. The cost of any revisions requested by IRWD shall be reimbursed by IRWD as provided herein. SECTION 11. Within thirty (30) days following receipt from CITY of each invoice for the portion of a design or construction progress payment attributable to IRWD FACILITIES, together with supporting documentation, IRWD shall deposit with CITY the amount of such invoice. CITY shall maintain separate accounts for all amounts expended by CITY in relation to the IRWD FACILITIES. IRWD agrees to accept the IRWD FACILITIES when the Project, which includes the IRWD FACILITIES, has been completed, including any change orders approved by IRWD as provided in Section 10 hereof and accepted by CITY. Within sixty (60) days of CITY's final acceptance of the Project, a final accounting (the "Final Accounting") of the actual costs of all items associated with surveying, compaction testing, permits, construction, administration, accounting, reproductions, and legal costs attributable to the IRWD FACILITIES ("Costs") shall be made by CITY and submitted to IRWD, accompanied by receipts and other supporting documentation. IRWD agrees to pay to CITY, within thirty (30) days of receipt of the Final Accounting, the total amount of the Costs, less the amount previously paid by IRWD pursuant to progress payment invoices. If the amount previously paid by IRWD pursuant to progress payment invoices exceeds the Costs as determined in the Final Accounting, CITY shall refund the difference to IRWD within thirty (30) days following preparation of the Final Accounting. SECTION 12. IRWD shall have sole and absolute discretion as to all aspects of design and construction of the IRWD FACILITIES, and IRWD shall be entitled to 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. The determination of IRWD as to conformity of IRWD FACILITIES with the Plans and Specifications shall be made in IRWD's sole and absolute discretion. IRWD agrees not to unreasonably withhold its approval as to such conformity. CITY shall require its contractor to construct the IRWD FACILITIES so that the IRWD FACILITIES conform to the Plans and Specifications. CITY agrees to assume full Revised 12/22/04 -4- 25E-6 responsibility for certifying or obtaining certification of the compaction of backfill material over the IRWD FACILITIES. SECTION 13. At the time of completion and acceptance of the IRWD FACILITIES, CITY agrees to furnish IRWD with "as-built" drawings and one (1) copy each of the compaction reports, certificate and cut sheets, as requested by IRWD. SECTION 14. It is mutually agreed between the parties hereto that notwithstanding the fact that CITY shall accomplish the design or construction of the IRWD FACILITIES subject to reimbursement, IRWD FACILITIES to be completed hereunder, 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 by acceptance of the Project which includes the IRWD FACILITIES, transfers and assigns to IRWD any and all right, title, and interest it may have in the IRWD FACILITIES. IRWD shall own, operate and maintain the IRWD FACILITIES following acceptance thereof. SECTION 15. CITY agrees to cause its contractor for the IRWD FACILITIES to guarantee the 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 for causing the IRWD FACILITIES to be brought or restored to full compliance with the requirements of the Plans and Specifications, including any test requirements, for any portion of the IRWD FACILITIES which during said one (1) year period are found not to be in conformance with the provisions of the 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 the IRWD FACILITIES. The guarantee and obligations under this section shall in no way be relieved by IRWD inspection and/or approval of the IRWD FACILITIES. This section sets forth the entire agreement of CITY with respect to guarantees and warranties of the IRWD FACILITIES, but this section shall in no way limit any expressed or implied warranties of other persons with respect to the IRWD FACILITIES. SECTION 16. CITY shall indemnify, defend and hold IRWD, its officers, agents and employees, 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 the IRWD FACILITIES and prior to acceptance by IRWD, as a result of any work or action performed by CITY or on behalf of CITY, save and except to the extent such death, injury, loss, damage or expense is determined by a court of competent jurisdiction to have been proximately Revised 12/22/04 25E 57 caused in whole or in part by any negligence or willful misconduct of IRWD, its officers, agents or employees or by any act or omission for which IRWD, its officers, agents or employees are liable without fault. IRWD shall indemnify, defend and hold CITY, its officers, agents, and employees, 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 either (i) as a result of any act performed by IRWD, its officers, agents, or employees, with respect to the construction of the IRWD FACILITIES, or (ii) following IRWD acceptance of the IRWD FACILITIES, with respect to maintenance and operation of the IRWD FACILITIES, save and except to the extent such death, injury, loss, damage or expense is determined by a court of competent jurisdiction to have been proximately caused in whole or in part by any negligence or willful misconduct of CITY, its officers, agents or employees, or by any act or omission for which CITY, its officers, agents or employees are liable without fault. SECTION 17. 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 the IRWD FACILITIES, provide IRWD with certificates of insurance and insurance endorsements in forms that are acceptable to IRWD. SECTION 18. Either party shall have the right, upon written notice to the other which shall become effective five (5) days after receipt pursuant to Section 19, to terminate any Addendum and thereby delete the respective Project from 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, the IRWD FACILITIES construction is not accomplished or completed, IRWD shall remain obligated for the actual amount of any Costs incurred by CITY for the items set forth in Section 11 above to the date of termination or incurred after the date of termination for work necessary to close or leave the IRWD FACILITIES-related work in a safe condition. C. MISCELLANEOUS SECTION 19. 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: Revised 12/22/04 25E68 IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92618-3102 Attn: General Manager CITY: City of Santa Ana 20 Civic Center Plaza, M-36 Santa Ana, CA 92701 Attn: Director of Public Works SECTION 20. This Agreement shall be binding upon and inure to the benefit of the successors 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 subject hereof. This Agreement may be modified only in writing, signed by both parties hereto. SECTION 21. 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 22. 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. SECTION 23. The term of this Agreement shall expire December 31, 2010. SECTION 24. The provisions of Parts B and C of this Agreement shall survive the expiration of the term hereof with respect to any Project, until the completion of construction and reimbursement of the Costs of the related IRWD FACILITIES. The provisions of Sections 15 and 16 shall survive the expiration or termination of this Agreement or any Addendum. SECTION 25. The persons executing this Agreement on behalf of each party warrant that he/she is duly authorized to execute and deliver this Agreement on behalf of the respective party for whom he/she signs, and that by so executing this Agreement, each party is bound by the provisions of this Agreement. Revised 12/22/04 25E-~ SECTION 26. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. SECTION 27. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Revised 12/22/04 25E-~0 IN WITNESS WHEREOF, the parties to the Agreement have executed this Agreement on the date hereinabove written. IRVINE RANCH WATER DISTRICT By General Manager Dated ATTEST: By Dated Secretary/Assistant Secretary APPROVED AS TO FORM: By Legal Counsel, Irvine Ranch Water District Dated CITY OF SANTA ANA By David N. Ream, City Manager Dated ATTEST: By Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: By Dated City Attorney Revised 12/22/04 25E-11 EXHIBIT A [Form of Addendum] ADDENDUM NO. 2008-2009- TO TWO-YEAR REIMBURSEMENT AGREEMENT BETWEEN IRVINE RANCH WATER DISTRICT AND THE CITY OF IRVINE FOR THE INSTALLATION OF MISCELLANEOUS FACILITIES (2009, 2010) By execution of this Addendum, the parties agree that the following Project has been identified pursuant to Section 1 of the agreement dated , 2008, entitled "TWO- YEAR REIMBURSEMENT AGREEMENT BETWEEN IRVINE RANCH WATER DISTRICT AND THE CITY OF SANTA ANA FOR THE INSTALLATION OF MISCELLANEOUS FACILITIES (2009, 2010)" (the "Agreement") and that such Project and the below-specified IRWD FACILITIES shall be covered by the Agreement. Project: (depicted on Exhibit "1" attached and incorporated in this Addendum) IRWD FACILITIES (type, diameter, approximate linear feet, PR Nos., etc.): (depicted on the plans and specifications incorporated by reference in this Addendum) Estimated cost of IRWD FACILITIES: $ IN WITNESS WHEREOF, the parties to the Agreement have executed this Addendum. IRVINE RANCH WATER DISTRICT gy Dated General Manager CITY OF SANTA ANA By Dated Project Manager Revised 12/22/04 25E='~`~