HomeMy WebLinkAboutItem 18 - Master Reimbursement Agreement with Orange County Sanitation District Public Works Agency
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I Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Master Reimbursement Agreement with Orange County Sanitation District
AGENDA TITLE
Master Reimbursement Agreement with Orange County Sanitation District (Non-General
Fund)
RECOMMENDED ACTION
Approve a Master Reimbursement Agreement with Orange County Sanitation District
and authorize the City Manager to enter into subsequent Project Specific Supplemental
Agreements as needed for the adjustment of OC Sanitation's manhole frame and
covers as part of City's Capital Improvement Projects (Agreement No. A-2025-XXX).
GOVERNMENT CODE 484308 APPLIES: No
DISCUSSION
The Public Works Agency Engineering Services Division (PWA) is responsible for the
administration and oversight of all Capital Improvement Projects in the City. Projects
involving pavement rehabilitation require adjusting water valve and manhole covers to
be flush with the new pavement. While most projects only involve City-owned water
valve and manhole covers, some projects require coordinating with outside public
jurisdictions such as our neighboring cities and/or public utilities such as the Orange
County Sanitation District (OC San) for the adjustment of these facilities.
Street rehabilitation projects routinely involve the adjustment of OC San's manhole
frames and covers. The current protocol requires staff to enter into project specific
agreements with OC San to be reimbursed for these improvements. A typical project
may include several of these facilities at an estimated cost of $2,000 each. This requires
additional staff time to prepare the agreements and staff reports as well as additional
Council and OC San Board actions for each project for relatively low-cost
reimbursements.
Approval of this Master Reimbursement Agreement will streamline the process and
allow the City and OC San to timely address manhole adjustments in future projects.
The Master Reimbursement Agreement will be for a 10-year term and establish the
general terms for OC San to consistently reimburse the City for the manhole adjustment
Master Reimbursement Agreement with Orange County Sanitation District
August 5, 2025
Page 2
costs which includes a 15% administrative payment. Reimbursement will be provided
through a simplified project-specific Supplemental Agreement executed by the City
Manager.
Staff recommends that the City Council approve the Master Reimbursement Agreement
(Exhibit 1) and authorize the City Manager to enter into subsequent Project Specific
Supplemental Agreements as needed for reimbursement of OC San manhole
adjustments costs.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
There is no fiscal impact associated with this action at this time. The City will initially
perform the OC San work on their behalf and invoice OC San upon completion. The
reimbursement will be deposited back to the project.
EXHIBIT
1. Master Reimbursement Agreement
Submitted By: Rudy Rosas, Acting Executive Director of Public Works
Approved By: Alvaro Nunez, City Manager
EXHIBIT 1
MASTER REIMBURSEMENT AGREEMENT
BETWEEN
CITY OF SANTA ANA
AND
ORANGE COUNTY SANITATION DISTRICT
This cooperative cost reimbursement agreement ("Agreement") is made
and entered into as of August 5, 2025 ("Effective Date"), by and between the City of
Santa Ana (a municipal corporation organized and operating under the laws of the State
of California with its principal place of business at 20 Civic Center Plaza, M-21, Santa
Ana, California 92701) ("City") and Orange County Sanitation District (a municipal
corporation organized and operating under the laws of the State of California with its
principal place of business at 18480 Bandilier Circle, Fountain Valley, California
92708) ("OC San"). City and OC San are hereinafter sometimes referred to
individually as "Party" and collectively as the "Parties".
RECITALS
WHEREAS, City initiates any particular street rehabilitation project ("Project") to
improve pavement conditions City-wide; and
WHEREAS, City's Projects routinely involve the adjustment of OC San's manhole
frames and covers ("Manhole Adjustments") that are within the Project's area; and
WHEREAS, City has agreed to perform the Manhole Adjustments as part of its
Projects and seek reimbursement from OC San for the costs associated with the Manhole
Adjustments ("Manhole Adjustment Costs"); and
WHEREAS, OC San has agreed to reimburse City for the Manhole Adjustment
Costs; and
WHEREAS, the Parties desire to enter into this Agreement to establish the general
terms for OC San's to reimburse the City for the Manhole Adjustment Costs.
NOW, THEREFORE, the Parties agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals above are true and correct, and are
hereby incorporated herein by this reference.
2. Scope of Agreement. This Agreement applies to any City Project that
involves Manhole Adjustments. For each Project where Manhole Adjustments are
required, the City will include the Manhole Adjustment Cost in its Project scope.
3. Term. This Agreement shall commence on the Effective Date and continue
for a term of ten (10) years from the Effective Date, unless terminated earlier in
accordance with Section 16, below.
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4. Reimbursement. OC San's obligation to reimburse City includes the actual
total costs for construction of the Manhole Adjustments for each Project, plus
an Administrative Fee. The "Administrative Fee" is intended to cover the City's internal
costs related to administration of the Manhole Adjustments and is equal to fifteen
percent (15%) of the total costs of the Manhole Adjustments for each Project.
a. For each qualifying Project, the anticipated costs shall be presented
to OC San in the form of a Supplemental Agreement, which will include all relevant scope
and costs. The parties shall execute each Supplemental Agreement prior to, or concurrent
with, the City's Project activities.
b. Supplemental Agreements may be executed by the City's City
Manager, or their designee, pursuant to the requirements of this Master Agreement. Such
Supplemental Agreements may be made in the form of letter agreements or instruments
as agreed between the Parties.
C. In any event, failure of the Parties to execute a Supplemental
Agreement shall not relieve OC San from obligation to pay for Manhole Adjustment Costs
which are necessarily incurred as a result of City Projects, subject to City responsibilities
outlined below.
5. Timina of Reimbursement. For completion of the Project, City shall submit
an invoice to OC San setting forth the cost for the Manhole Adjustments and the
amount of the Administrative Fee. Invoices shall be accompanied by a copy of
appropriate documentation to substantiate the amounts included in the invoice. OC San
shall provide reimbursement funds to City within thirty (30) days of receipt of all required
invoices and supporting documentation.
6. City Responsibilities. For each applicable Project, the City shall:
a. Be responsible for compliance with the California Environmental
Quality Act and all other permitting requirements.
b. Advertise for bids, hire a contractor, approve the work, and
administer the contract for City's Project which includes the Manhole Adjustment work.
C. Include a separate line item in its bid documents for the Manhole
Adjustment work. This line item will be identified and labelled as "Adjust OC San
Manholes per OC San Standard Drawings S-050A, S-055 and S-055K or similar
designation.
d. Allow OC San a period of two (2) weeks to review the proposed bid
unit prices for Manhole Adjustment work. OC San reserves the right to decide, based on
this review, whether to proceed with the reimbursement process or to make other
arrangements to complete the Manhole Adjustment work.
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55880.00002\43166451.1
e. Provide written notification to OC San at least thirty (30) days prior
to the commencement of any Project that will involve the Manhole Adjustment work.
f. Include detailed information in the project plans and specification
indicating the location and the requirements for the Manhole Adjustments. The Project
plans and specification shall also reference OC San's standard drawings S-050A, S-055
and S-055A, attached hereto as Exhibit A, for the Adjustment Work.
g. Provide OC San staff with contractor schedules and updates within
five (5) days of acceptance by City staff.
h. Invite OC San staff to construction progress meetings.
i. Notify OC San seventy-two (72) business hours prior to the need for
an inspection.
j. Ensure the City's construction contractor coordinates with OC San
to retrieve the manhole frames and covers for the Manhole Adjustment work (provided by
OC San) from the OC San Treatment Plant No. 1 in Fountain Valley.
k. Coordinate with OC San to ensure proper timing for OC San's
inspectors to be present during the Manhole Adjustment process.
I. Obtain written approval from OC San for any change orders for
Manhole Adjustment work prior to implementation.
M. Document and inform OC San of the date of the completion of the
Manhole Adjustment Work. City will verify with OC San prior to issuance of progress
payment to City's construction contractor that Manhole Adjustment work was completed
per the standards.
7. OC San Responsibilities. For each applicable Project, OC San shall:
a. Provide, at OC San's expense, new frames and covers to replace
the existing frames and covers.
b. 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
Manhole Adjustment work appears not to conform to the standards, and will work with the
City to resolve all discrepancies.
C. Respond to City's request for an inspection within two (2)
business days, excluding federal and local holidays. OC San will be responsible for the
City's construction contractor's downtime due to failure to comply with this provision.
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55880.00002\43166451.1
8. Indemnification. Each Party shall indemnify, defend, and hold the other
Party (its officials, officers, employees, agents, consultants, and contractors) free and
harmless from any and all claims (demands, causes of action, costs, expenses, liabilities,
losses, damages or injuries in law or in equity to property or persons including wrongful
death) in any manner arising out of or incident to any negligent acts or omissions or willful
misconduct of the indemnifying Party (its officials, officers, employees, agents,
consultants, or contractors) in the performance of the indemnifying Party's obligations
under this Agreement (including the payment of all reasonable attorneys' fees).
9. Notice. Any notice or instrument required to be given or delivered by this
Agreement may be given or delivered by depositing the same in any United States Post
Office, certified mail, return receipt requested, postage prepaid, addressed to the
following addresses and shall be effective upon receipt thereof:
CITY: OC SAN:
City of Santa Ana Orange County Sanitation District
20 Civic Center Plaza, M-21 18480 Bandilier Circle
Santa Ana, CA 92701 Fountain Valley, CA 92708
Attn: City Clerk Attn: Clerk of the Board
10. Force Maieure. 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).
11. Laws and Venue. This Agreement shall be interpreted in accordance with
the laws of the State of California. If any action is brought to interpret or enforce any term
of this Agreement, the action shall be brought in a state or Federal court situated in the
County of Orange, State of California.
12. Entire Agreement. This Agreement represents the entire understanding of
the Parties as to those matters contained herein; and supersedes and cancels any prior
or contemporaneous oral or written understanding, promises, or representations with
respect to those matters covered hereunder. Each Party acknowledges that no
representations, inducements, promises, or agreements have been made by any person
which are not incorporated herein; and that any other agreements shall be void. This is
an integrated Agreement.
13. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such
determination shall not affect the validity or enforceability of the remaining terms and
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provisions hereof or of the offending provision in any other circumstance; and the
remaining provisions of this Agreement shall remain in full force and effect.
14. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors in interest, executors, administrators, and assigns
of each Party to this Agreement.
15. Non-Waiver. The delay or failure of either Party at any time to require
performance or compliance by the other Party of any of its obligations or agreements shall
in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and
signed by a duly authorized representative of the Party against whom enforcement of a
waiver is sought. The waiver of any right or remedy with respect to any occurrence or
event shall not be deemed a waiver of any right or remedy with respect to any other
occurrence or event, nor shall any waiver constitute a continuing waiver.
16. Termination. This Agreement may be terminated by the Parties upon thirty
(30) days written notice of termination. In such event, City shall be entitled to receive
reimbursement for any and all outstanding Manhole Adjustment Costs incurred prior to
termination.
17. Time of Essence. Time is of the essence for each and every provision of
this Agreement.
18. Headings. Paragraphs and subparagraph headings contained in this
Agreement are included solely for convenience and are not intended to modify, explain,
or to be a full or accurate description of the content thereof; and shall not in any way affect
the meaning or interpretation of this Agreement.
19. Amendments. Only a writing executed by all of the Parties hereto or their
respective successors and assigns may amend this Agreement.
20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original. All counterparts shall be
construed together and shall constitute one single Agreement.
21. Auto. The persons executing this Agreement on behalf of the Parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
Parties and that by doing so, the Parties hereto are formally bound to the provisions of
this Agreement.
22. Electronic Signature. Each Party acknowledges and agrees that this
Agreement may be executed by electronic or digital signature, which shall be considered
as an original signature for all purposes and shall have the same force and effect as an
original signature.
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55880.00002\43166451.1
SIGNATURE PAGE FOR
MASTER REIMBURSEMENT AGREEMENT
BETWEEN
CITY OF SANTA ANA
AND
ORANGE COUNTY SANITATION DISTRICT
IN WITNESS WHEREOF, the Parties are signing this Agreement as of the
Effective Date.
ORANGE COUNTY SANITATION CITY OF SANTA ANA
DISTRICT
Date: Date:
By: By:
Ryan P. Gallagher Alvaro Nunez
Board Chairman City Manager
ATTEST ATTEST
Date: Date:
By: By:
Kelly A. Lore, MMC Jennifer L. Hall
Clerk of the Board City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Sonia Carvalho, City Attorney
Date:
By: f,
By:
Kyle Noe' sen
Scott C. Smith OC San General Counsel Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Rodolfo Rosas Date 2025o 214039-o,00=
Rodolfo Rosas,P.E.
Acting Public Works Director
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EXHIBIT A
Standard Drawings
Page 7 of 7
55880.00002\43166451.1
MANHOLE COVER
MANHOLE FRAME
FILL GAP WITH CONCRETE
MORTAR AS REQUIREDKMIN. `
BEAD OF SIKAFLEX 1A
SIKA-449/203 PRIMER
(OR EQUAL)
MIN. 1"WELD
CONCRETE GRADE RING PVC MANHOLE TOPPER
DETAIL "A"
SEE DETAIL"A" MANHOLE COVER
/ \ MANHOLE
FRAME
\ — ------------ ——————————————
PVC MANHOLE TOPPER
....................
_
e � ®
� � f
Z
d
PVC LINER
MIN. 1"WIDE PVC WELD STRIP
z
NEW MANHOLE PVC LINER DETAIL
J
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.
f g allysiy llyMli:,,Kitld.r.n
� EDac 0212212017 Millea,Kathleen ADJUST TO GRADE S-O5OA
'q NO. APPROVED DATE DIRECTOR CF ENGINEERING DATE
co
SPRAY-ON COATING TERMINATION
OR PVC LINING TOPPER AT MANHOLE
FRAME PER S-050AAND S-055A
ALTERNATE: 12" MANHOLE FRAME AND COVER
CONCRETE COLLAR TO MIN PER PROJECT SPECIFICATIONS
GRADE (BLACK MIX)
3" HOT MIX ASPHALT
511 -
12" MIN
12 UN
24" MAX
#4 @ 6" CIRCULAR
MORTAR JOINTS, TYP #4 aD 12" RADIAL, TYP
CONCRETE COLLAR, TYP
NEW OR EXISTING CONE
PVC WELD STRIP FOR GRADE
RING AND CONE FOR PVC
LINER REPAIR, TYP.
CROSS SECTION
4
V
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.
z 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
w MANHOLE RISER SECTIONS IF THE TOTAL HEIGHT OF GRADE RINGS WOULD EXCEED 24"
w 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
s 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.
a =
ORANGE COUNTY SANITATION DISTRICT NO SCALE
ORANGE COUNTY,CALIFORNIA
MANHOLE ADJUSTMENT TO
4 m 2 M KLEINE 1 2/041202 3 APPROVED BY STANDARD DWG.
U
aa,aYs9edbYM ,ad GRADE
I EDAC 02122/20 1 7 Michael Dorman outman
20240104132524_0900 S-055
=ti NO. APPROVED DATE D�REGTORGFENGINEERING DATL
o�
MANHOLE COVER
MANHOLE FRAME
SAWCUT EXIST
CONCRETE 1.5" BEAD OF SIKAFLEX 1A
SIKA-449/203 PRIMER
(OR EQUAL)
FILL GAP WITH CONCRETE
MORTAR AS REQUIRED MIN.1"WELD
r,�F
CONCRETE GRADE RING
PVC MANHOLE TOPPER
REPAIR CONCRETE AS
REQUIRED NON PVC-LINED OR
CORRODED CONCRETE
DETAIL "A" GRADE RINGS
SEE DETAIL"A" MANHOLE COVER
/ \ MANHOLE
FRAME
I I
.:
IMPROPERLY I __,
TERMINATED PVC LINER
AT TOP OF MANHOLE �� _� .
------------
w,.
�® TRIM EXISTING PVC
EXISTING LINER TO SOUND
PVC LINER CONCRETE
Z
CLEAN EXISTING PVC LINER WITH 409 AND RUFF
SURFACE,WELD NEW PVC MANHOLE TOPPER ONTO
EXISTING PVC LINER WITH 1"PVC WELD STRIP
LL
s
EXISTING MANHOLE PVC LINER DETAIL
NOTES:
1. AT EXISTING MANHOLES,ADD OR REMOVE GRADE RINGS, REPAIR PVC OR SPRAYED ON LINER,AND SPARKTEST LINER FOR PINHOLES
a
AND"PROBE TEST"FOR WEAK WELDS AS APPROVED BY THE ENGINEER.ADJUST HEIGHT AT MANHOLE RISER SECTIONS IF THE TOTAL
LL
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
c ORANGE COUNTY,CALIFORNIA PVC LINER REPAIR
APPROVED BY STANDARD DWG.
1 EDAC 02,122,12017 Mil lea,Kathleen ��Q���,;9�F,;°r,°,';'°,,:�;�... EXISTING CONCRETE MANHOLE �+_����
t ND. APPROVED DATE DIRECTOR GF ENGINEERING DATE
c-