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HomeMy WebLinkAbout23A - PROJ - DELHI CHANNEL PROJECTCITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: AWARD CONTRACT TO LONEROCK INC., FOR CONSTRUCTION OF THE SANTA ANA -DELHI CHANNEL DIVERSION PROJECT (PROJECT NO. 16-6467) (STRATEGIC PLAN NO. 6, 1G} CITY MAN GER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: [] As Recommended El As Amended F1 Ordinance on 1®i Redding F1 Ordinance on 20d Redding Il Implementing Resolution 171 Set Public Wearing For_ CONTINUED TO FILE NUMBER 1. Reject all bids received on September 22, 2016, for the construction of the Santa Ana—Delhi Channel Diversion project to allow re -advertising of the project to include significant changes to the scope of construction. 2. Award a contract and authorize the City Manager and the Clerk of the Council to execute a construction contract to Lonerock, Inc. the lowest responsible bidder, in accordance with the base bid in the amount of $4,593,375, for the term beginning upon execution of the contract and ending upon project completion, for the construction of the Santa Ana—Delhi Channel Diversion project, subject to nonsubstantive changes approved by the City Manager and City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $6,386,775, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $1,024,800. DISCUSSION The Santa Ana -Delhi Diversion project is a regional collaboration between the City of Santa Ana, the County of Orange (OC), the Orange County Flood Control District (OCFCD), and the cities of Newport Beach and Costa Mesa. The project is located south of SR -73 and east of SR -55 in the Newport Beach Golf Course (Exhibit 1). The goal of the Delhi project is to improve the water quality in Newport Bay and increase regional groundwater supplies. The City of Santa Ana will greatly benefit from this project because it will help meet federal storm water program requirements mandated by the California State Water Resources Control Board. Compliance with these federal requirements would otherwise prove to be very costly to Santa Ana. 23A-1 Contract Award for Santa Ana -Delhi Channel Diversion Project December 6, 2016 Page 2 The original bids received were opened on September 22, 2016. Due to design details that were found excluded from the advertised plans, significant costs could be associated with those details, and therefore the project was re -advertised on October 10 and 17, 2016. Bids from the re -advertisement were reopened on October 27, 2016. The following is a summary of the bid invitations made, and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 4 Contractors requesting bidding documents 55 Bids received 5 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 Lonerock, Inc Irvine $4,593,375 2 Kiewit Infrastructure West Co. Santa Fe Springs $4,723,000 3 Metro Builders & Engineers Group, Ltd. Newport Beach $4,896,840 4 Environmental Construction, Inc., Woodlands Hills $5,196,326 5 KEC Engineering Corona $5,577,777 A total of five bids were received and all five were deemed responsive. The bid submitted by Lonerock, Inc. in the amount of $4,593,375 (Exhibit 2) is the lowest responsive bid, and is below the engineer's estimate of $4,959,000. Based on the bid analysis, staff recommends awarding the construction contract to Lonerock, Inc. (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). 23A-2 Contract Award for Santa Ana -Delhi Channel Diversion Project December 6, 2016 Page 3 ENVIRONMENTAL IMPACT On May 3, 2016, the City Council approved a Mitigated Negative Declaration (MND) in accordance with the California Environmental Quality Act (CEQA). The proposed project would have a less than significant impact on the environment. As planned, the Delhi Project would eliminate dry weather flows in the Santa Ana Delhi Channel to help improve water quality in downstream receiving waters including Upper Newport Bay. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total delivery cost of this project is $6,386,775, which includes construction, contract administration, inspection, testing, and contingencies. The cooperative agreement which specifies the funding contribution by each of the partner agencies including County of Orange, City of Newport Beach, City of Costa Mesa, Irvine Ranch Water District, and City of Santa Ana, also specifies the contingency amount to be $1,024,800 (Exhibit 5). Council has recognized project funding commitments from the participating agencies totaling $9,367,875 in the following revenue accounts: 961aP YEAR AUTHORITY & FUNDING SOURCE ACCOUNT NO. AMOUNT 2013/14 Capital Improvement Program M2 Environmental Cleanup Grant 03217002-52332 $2,572,875 2015/16 Council Approval, April 19, 2016 City of Costa Mesa 05717002-57013 $600,000 City of Santa Ana: Federal Clean Water Enterprise 05717002-50001 $500,000 Capital Improvement Program City of Santa Ana: Federal Clean Water Enterprise 05717002-50001 $343,050 2016/17 Council Approval, November 15, 2016 Orange County Flood Control District 05717002-57014 $1,600,000 City of Newport Beach 05717002-57017 $1,500,000 Irvine Ranch Water District 05717002-57016 $195,000 Orange County Water District 05717002-57015 $1,000,000 City of Santa Ana: Federal Clean Water Enterprise 05717002-50001 $1,056,950 TOTAL PROJECT FUNDING: $9,367,875 The updated spending plan (Exhibit 6) estimates expenditures for the entire project — starting with the Design/Environmental Review phase in FY 2011/12 through project completion in FY 2018/19. Estimated Fiscal Year 2016/17 expenditures of $1,668,743 are programmed in the following funding sources: 23A-3 Contract Award for Santa Ana -Delhi Channel Diversion Project December 6, 2016 Page 4 FUNDING SOURCE ACCOUNT NO. M2 Environmental Cleanup Grant 03217663-66220 Participating Agency Funds 05717660-66220 City of Santa Ana: Federal Clean Water Enterprise 05717640-66220 ESTIMATED FY 2016/17 EXPENDITURES: Fr d Mousavipour Executive Director Public Works Agency FM/EWG/TC/MG Exhibits: 1. Location Map 2. Bid AMOUNT $461,206 $590,652 $616,885 $1,668,743 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 3. Construction Contract 4. Cost Analysis 5. Cooperative Agreement with Participating Agencies 6. Delhi Diversion Project — Estimated Spending Plan 23A-4 PAULARINO AV _/ Proposed Plpellne/Sewer " == Connecilon ti. BAKER $T E 1 �.W PAlJLAR/N© CNANNPt. (FQ3) c rau��se�rr4l�vs���K4��rrt�EQ�Mauyr �AC5 a 500 I'mo Feet �p0 ARLINGTON C71 ! St ° •% �, / SANMANA ON& ��. '0 ,/ AIRAPOAr 100 f g V# P Legend "� PROPOSED DIVERSION Proposed olversion Pipeline '' STRUCTURE INS Existing Seweriine++y�-N ,. 12442■ CICFCDDrainageFacilities Sfi,wi x`'•, 1a+-:`�w!'`�" City Boundarles . -., :, , a Location Map EXHIBIT 1 SANTA ANA City Council Agenda Date Project No. 16-6467: Santa Ana Delhi PV PUBLILWOfI%S AGENCY December 6, 2016 Channel Diversion 23A-5 23A-6 CITY OF SANTA ANA Exhibit PROJECT 1 SANTA ANA DELHI DIVERSION !PROJECT PROPOSAL Bit) PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: _ w? t,A E z C t t . REQUIREMENT: The undersigned bidder declares that they have carefully and thoroughly examined (1) the location of the proposed work site(s), and (2) the Contract Documents including all Addendums, Standard Plan and Specification, Appendices, permits, and their requirements, etc.; and hereby proposes to furnish ,all labor, material, and equipment for the work required to complete the said Project in accordance with the plans and specifications for the unit price(s) or lump sum(s) set forth in the following schedule: For any work, regardless of the magnitude, not specifically identified as a lump sum or unit price item fisted below, the costs associated with this work shall be included in the items of work, listed below, and no additional compensation will be allowed therefore. Item Description Ctuantity Unit Unit Amount Price 1 Mobilization 1 LS $ $ 2 Clearing and Grubbing 1 LS $ i cr,t�, IO'C' O 3 Dewatering 1 LS $ 1t Site Demolition/ Unclassified � 800 CY g _.._$ Excavation* 7600 CY _$. 5 Structural Excavation 6 Structure Backfill 2000 CY $ a>7 .. 7 Unclassified Backfill foto $ fi Shoring 1 LS $ i ,�; j;c,0 $ J g(r «z, — 9..Channel .... _._ 1 LS $ t : +;rau $ l �lt,r esr_cr, Imp rovernents/Divers ion Structure 10 punip Station 1 LS $ rlcop I I Chain Link Fence 900 LF $ $ (sly of Santa Ana t 11foled k W -CA a; Sanhi ArsEY"- 6 ��'��t-"���I 17ive�r��rre €�ecsjc.� r ttFHIC? - t.ia.€,xGur ;°. M1fi+ 23A-7 CITY OF SANTA ANA PROJECT NO. 16-6467 SO PROPOSAL (ADDENDUM ONE -JULY 22, • N Itern7 Description LBuantlty Unit Vait Amount Price I 12 Cl7afn Lcnk Gate _EA_ $ ? act, $ 13 -be-co-imposed Granite Access TN I $ �, $ 1 2,cc_ 400 1 Road 14"' PVC Force_�t n In CC�CFCU 1000 LF $ S`7 1 1.iOM . r ROW 1 I PV° F=orce Main in Costa 33.3 tF � ;. $ Mesa ROW 161d PVC Siphon _— __. 1£i EA _ $`,c°ccs, 17 *94" P?IC Forced Main Installed 10 LF $ � s�C7. �- $ Deeper Than 1 -Foot But Less Than 3 -Feet 18 ___ 'Pothole Utilities EVot Shown In 20 CA __ $ ? $, The Contract Documents ^� 99 *PCC Concrete Sidewalk SF $ 4c. — $ 20 `PCC Goncr Wffriv_eAppr6ach Baa SF I $t < e- $ 21 SPCC �ncrete Curb Ramp Baa S_ $ R 2-'-'$ fir 22 "PCG Concrete C&G 500 LF 12_, 9U) ; 23 °Asphalt Concrete - laaa TN $i' �$ 24 *Asphalt Rubber Hot Mix 500 Thi (ARHM) 25 *Adjust Manhole Frame & Cover 15 EA $ t,rx:, $ 7, co to Finished Grade 2 ,Adjust water Valve Box Frarne i 15 _ EA and Cover to Finished Grade 27 *7rafFic Loops — - 25 EA $c.t. $ $ Project Information Signage 1 LS $ {; $�, $ 2314 d $- 29 Finish Grading, Irrigation, and 1 LS --- Lai7dseaping _ $ TOTAL IND The lowest responsible bidder shall be selected based on the total base bid. i�.iry of v=utyta Awi i 1''tolf ^P If, fi4f, i ;=ianirl fui :1-�ttl i_.,ti t��Y-i ..:Jiaf �I ail Pfcge�:i e PF8117 t )i to0e-r 23A-8 CITY OF SANTA ANA PROJECT NO. 116-6467 (ADDENDUM ONE —JULY 22, 2016) The quantity for this bid item is shown for bid comparison only. Thls bid item shall not be subject to the °25W limit as stated in Section 3-2 of the Standard Specifications, The City reserves the right to increase or decrease the quantity of this item accordingly, TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES a 'iiia': undersigned bidder hereby proposes to complete the Work ter the tra d hale laid anacrunt shown above, within three hundred (300) work-in, days aller tlae commencement date stated in the Notice to Proceed, o The liquidated damages amount, in lien of tho amount specified in Subsection 6-9 orthe 5ittndard Specifications, shall be $3,000 percalendarday, Mame of Firm L % t iW ' ,o qac_ M Title lei E� '. t r)r-=ra t - (If an individual, so state. If a firm or co -partnership, state the hitt name and give the names of all individual ca -partners composing the firm. If a corporation, state legal name of corporation., and names of President, Secretary, Treasurer and Manager, thereof,) Ga,v of Santa £rata � PropEo 16-646Santa MV-).F��.�a,�c1-i r7i�,r,�rs.br+ r'F00,10 1 FiEBIU - Oct�obv 7, 2011 23A-9 CITY O SANTA ANA PROJECT O Y PROPOSAL (ADDENDUM ONE — JULY 22, 2016) BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or hislher duly authorized agent, and signed by the City Attorney, denoting his. approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United': States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement helshe will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shalt become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of penury that the foregoing is true and correct. Name of Firm L- 0 1-k ti t s t 4 t> Signature of BIDDER Title 11;Xr-E 5i1)",t ' (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) t,oy of to 9lYi:'e',ri,d i flSgeri I66,vp ltwa /'rn �J,3 i��77}}��{{3 •1 t��r'HC In s'1 `�ert Fs; etl'tr t irr^irp '. ,'(?1C' 23A-10 CITY OF 5y Ni, A TA N PROJECT T PROPOSAL (ADDENDUM ONE — JULY 22, 20196) ctil l tt "f'ilEt'4l.ICENSING ,SND I2t3 91Siit STIDt `5`t A'fEMFNT The undersigned contractor, or corporate officer, declares under ;penalty of perjury that helshe and all hisJher subcontractors are registered with the State of California Department of industrial Relations (DIR), and that the fallowing is true and correct. Contractor's Name: ' 1,- V1 'ya = cw Business Address: Business E -Mail Address: _T) % t� t? �... !� j��a P.,J psi• ,t~�t�,,�"> C..�;�a�� Telephon a: C - Et1 Ci 3t State Contractor's License No. and fir, Class: License Expiration Date: 2, i int r 0� State Dept, of Industrial Relations (DIR) Registration No.: It P c r y State Dept. of Industrial Relations (DIR) Registration Zporation Date: ? L � Signed Title: to t µ t 1 City of Si nVa Ana { Pfojoc. 16-6461 Santa F..€iar�;kr€t �#�iyt"I Dvwsioti Prtijod i RF81D Octcher i, 'J 16 23A-11 CITT OF SANTA AAA PROJECT NO. 16-6467 PROPOSAL (ADDENDUM ONE —JULY 22, 2016) MU',dAILING WAGE +LC)� PLIANC I" AND �iC7i�Sl'F0R1NC ST&_rEM i^I,;;r Contractor is aware of the requirements of California Labor Code Section 1720, et seg., as well as California Code of Regulations. Title 8, Section 16,000, et seq.. f'Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per them wages in effect at the commencement sof this Agreement. Contractor shall make copies of the prevailing rates of per them wages for each craft, classification or type of worker needed to execute the services available to interested parties capon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, Its elected officials, officers, employees and agents free and harmless frorn any clairn or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Marne of Firm ) — �> h C ) _ C, C_ j n_ I tJ C . Signature of BIDDER Title ti W e (If an individual, so state) City nt raFmkn ,t.n7 ,' f'rrpa e+: I Ifi fr-6fi1 `7;mla An;;!nJ� ' }? Trj R'3;var "s.jn prnjr�",J RE SID 0 vobe i 7, 2t71 � 23A-12 CITY OF SANTA ANA PROJECT NO. 16-6467 SANTA ANADELHI CHANVEL DIVE W 4-11QU01 "21 (ADDENDUM ONE ` JULY 22, 2016) QWNFAS1111' AFFIDAVIT SIA 11; OF CAI.IFQ)iZMA ). "j C.l IN 017 SANTA ANA ') m1. _, „P4%_ 1`1 -- $i f'? . L' bf l . -king duly axon, dcposiv, ssntt x�zys: [� INDIVIDUAL 'that helshc!. the fwty� snaking, iln_ tiarsnoinr peattxaMd: j� j 8'AWINF'RSHIP '@ hat tWsfic !� a =1111vr of1he til-pastncrship firm dcsignatud us: 40114 who hd& I vii and to duly Y0,slcd milk the anlltorily to mgke and vxcoae insu cn15 lana dtc co -parte mbip by; + 7i o can tiwc 1L ut@ter nu:smh'ure ni`the ctriutnsr:,hip 0101ft1iM ION That he k oil as corlxsratinn 1ahls,It 04 asaakdns t11u I"rsrarroing pcngxs:att: DJCklhtrVId NIttkiz -mitt lie isolt acne nC dile 1+rort1c.5 nntking E 14 ftsrsaguing pe 5rxa;,11 as a joint vt ntl1w, alld the hcashc 1ta, hem .and is dsdu arstcc! w[rh Ihc aallho€nly law ewcute hnwtntaoun1s fur :en 44n behalr¢1f'the parsdes making said bid w63 a : Ilialsuch a bid is blennine and not collnsirre or shale, and has not its any manner sought by collusion to secure any aelvamage against the City or Santa Ana or any person intemstetl in the used ectti ct, l'or himself or tray other parson. Si�.!nerlerre of8it i&i= Stlhscf ibcd and sworn it) before me Ili Is clay car-- - 21.1 Signzaturc of ofliccr Administering Oath (Notary public) Gity of ,Santa Ana i Projr[;I 15-646% Sanla AwV—YIb fpar�lqpl Diversion Project 1 R Blf.l C:dohr:r 1, 20'16 23A-13 CIVIL CODE § 1189 A notary Public or other officer comaleting this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the trunfurness, accuracy, or validity of that document. State of El Date personally appeared before me. A Ph Here ))sed Name and Title olthpicer off t, 0 who proved to me on the basis of satisfactory evidence to be the porsonWwhoso name S s ) c 'bed to the within instrument and ackno ad to me that /P YeXecUtod the sahre in Dir-fluthorized capacitype -" okbsr�-siqnatu . n the instrument the fcersonjs),,' ZINC Opel" r the entity upon behalf of which the perscr�' ctad, executed the Instrument. S kRA rEEARW cof11 nis Mulary Pmbfic - California �6 I Orange County Mi COarn) f xPuas Oct 24, :t01 7 Place Notary Seal Above I certify under PENALTY OF PERJURY under the lavas of the State of California that the foregoing paragraph is true and corre t. WITNESS my nd and officiTl. SignatureAl Signature of Notary Public OPTIONAL Though thiS section is OP60r)81, COMMetilig t)ajs inforynatirut can differ, afteratiwi of the document ou, fraudulent reattachment of this froart to an arrintended doconloot. Description of Attacbed Do unnont 'title or Type of Docur 'Mcument Date: ci ------- Number o f Page& Sig er(t) Cutter rh,an Nam a Above: Capacity(fes) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): Partner -- Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is nefaresenting� Signer's Name: Corporate Officer — Title(s): - ----- Partner — Limited G P n ,, j al individual Attorney in Fact Trustee rAirnclian or Conservator Other: Signer Is Representing: (02014 National Notary Association - wowwAahorallotary,org - 1 -800 -US NOTARY (1-8130-976-6x3271 Item P,5907 23A-14 CITY (Al SANI A ANA PROJECI NO, Ni -6467 SANTAANA 1) 1 AM I F:fl,.NNNf:V I 11VERS10,N k111()Jj,'Cq PROPOSAL fl�) IUNI) x )vo .,%1 1 til.11, ­ "--- --- ­­ Lonerock, Inc. is R I -) M'. R, Gl nd The Ohlo-Casulty jpava�nce!�ginpany as SI, ]Zj 10V hor,1 and 50URLI •Arl%! 1.iJC ?,:j v,.,M i!'N,( )'6 in ihe pomt ;un, oi Aon percent of the armunt bid f)011aM 6 L Ir WiLiCh s IL!f!i IN'j &nj of rhoolmi IL'utli hip! [)t 13110MER 10 VjP CY lbrkilc olxlvo-Talcxl pprAjocl. liar 111C [Xiymcul o: ci!i'h 5L.13). 8710DEP and S1 RI: t Y to ha houl)(1% jointly J111d 1k. firlydy by flic.sc pr".,io gt '. . 1 .1 1 - I I 0%5)CI ON's ol, Ti -PN oE31,h'P \TION ARL 8'1.:U I fliu:, tvIlovilN MDOt %R iy ahom To ^uli' !I hid 10 A 61 ANCl 1't!r Ole L�bm -sCawd r. roid(,L it ,aid kid is I or w I' s,ljd hid is i[ Wo.,irifi-d aild c-,iiievvc! ill'o 11% ?:DPFTN ;1! "i -w ;ind lir)IL'. ,j5QJr%!d. tbi_:!i 711k QW 11 N' IN 'XI'I M�N,� lk pulrliQ., lwrNerlb,` 4ol L1;1jj rl[%IlK.%. Liflk"c. mid dly ff October Lonerock, Inc. The Ohlo.Cas.uatty Iplsuraffle..Compny Dean E. grown, Attorney -In -Fact U Nc !n 11 `wlor.,. VijUlit: in jnd iQrl!L%% i1 i' s ixw of V-,� of S1•.I (• __23A-15 THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON REI? BACKGROUND. This Pinner of Artoracey Ihrits the sets of these named horoin, smithery have no authorltyto hind the Company except to His mannerand to the oxtent harem slated. roMIC51e NO k"A '0 Amsricar, Fire and Casaady Cicavpany Liberty Muluai Insurance Company The Only Casualty Insurance Cd!npnny Viast Anx;riran in=_ufarre Company Kf OWN ALL PERSONS BY THESE PRESENTS: ThMAnnorkmn Fre $ CastE,sry C;oanpanpand The Qhio Casuexy lusurreace Company are tarf'MrcCians ding organized under the I've of the Slate of Year Hampshire, that Liberty idulual Insurance C.omcanr e s coipora6oa dolt organizes underthe INA of fere Sulo a! Pv+assa:vusafLs, and'rniastAmarican I,',suraaos Company Is aaardorabon dulyorgrnized under the IonsoP7he sista of irdi rs IP'resmciseddoreiy, Caikd pusuanl Eoond bymilionly heroin set jarlhdocstcamblimamaconditule Wi.. _ , aide c%y rot era Ca raiF�]sff surge of cA sash tndivlduaally dBrorstbonmemthan rang nomad.its sane mrd{anoel Mlamegme-toxo to mtYie uxecuto. east. ackeowhdge and deliver Per and en its b Oaii to surety nWinEm its xi and deadany and 0 urcdortakilgs, bonds, mon nizanoes and Vhar surety obbionons, in pusuiance of new presents and shall be as briding ureas the Sletryearses as if may have been duty sapnad by trio proddent iced alle dod toy dee sozeeony of the Companies in their even prober persons IN WtTRCS$ VNEREQF. this Povx r Cl Attorney, has been sa4vsCntacd by an w,tisaa¢ed officer as afford! of the Companies and the corporate seats of Be Comfxrrias hma been affixed Rhondad949_r-IA dayol Ma's �R1A STATE OF PF NNSYLVAN1A SS, COUNTY OF MONTC,0WRY AmerianFire and (AsidelkyCompany -5 The Ohm Casttaty Insurance Company an Libs,sy Wien[ insurance: Company West rroriran insurance Company c "ae y {teed! tai. Cae}•.'A,sS>akan! Sacrouerp m blisoro me sarsonallq arlispared David M Can6}. Mw ackrylvidedged himself to be IM Assistant S0,rv7Yw-y of Arexntan Caro um9 Casually Company- Labody tdstual Insta„'rEA tomparry. The Ohm Castuaay Insurcricro Cwrryrany, and MSI Amencan msaini ce Company ornf tomo Po -a. as stab, Balnp aithatzsd sn to do execulotheforsg. instivmeeiAxrOle ,>.urprisasjltereietConisinedbysiganngonbohaltofdeaot):arae ns by himselfasadutysuihodyadsirdar. INWITNESS9TMEREOF. I nays Mmunm subseneld? Myncese any fixed niy enamel sess at Alyorauth MBeImg. Pen!aytaahia, on did dory pear �9Arrol above �wnjten. Teresa Prisleaa . Notary Pualic The Powiar ofAlterney is made and executed purstativf Isandby aubnonly of the iolkvarsg &y -lone er,dAutlwrixalions ofAmer;vern Fire and CasualtyCCnpany, Thu Ohio Casualty insurance Company, l.lhoay Mutual insurance C inteiny, and VAM Amerinan insurance tamarany wlni6H msalulions Awa new in full force mid effect mo erg as fanows ARIICLEIV OFFICERS -Secpon12.Fntw.arofAhoawy. Any otliscaror other offeadal the for dralliurmaea in vxiN byihirChairmanordle Fresideut and subject to Swh Sxrifalion as the Chaserso or the Piasidrot awry anemones, shat appoint such attamsys-eFtoat as rest he mxessary to ant in bound of the Corporation to masse, execute. seat. acR%vadxidga And deliver assurayany aid an onsifaxhep,bonds. reaogi ;vas. and other surelyabagations. Such sttomaya•In-ivat,subject toBus iinGtalions set Wifein their raletwo p sverasof ationley, shall have full plRw6r 10 bind the Corporation by their signature and exct;uiicn of any such Inskaumanfs alt to spacer barter that seat of the Corpoeaton. Wboal so execused. such atslnaaaeMs shall be as banding M if s!gnod by the Freedoms and Olmsted to by doe Secratary. Any frowaror asevergy granted many retire senialive or st4airay-urs-fACt under the prmsaans of this arsode may be revoked at ahyfinar by the hoard, the Cjtauman, the PresideMaray the offoer or ofikers lom a ll such goner of os4xmly. ,ARTICLE XIII - Execution of Contracts - SEW" S. Surety hands and Undenskitxys.;Any o'fter of sae Corr;tany arohnnard forthll fru", in isming by the Chairman or the tuasident. and ssib ctRos.rch brrvlaaonsas fere ehotaewn or the it'asrda:'ak nosy prosanhs. tgl sapaiN sA3L'tk ahlarnay%-m-ta;l.as.array be behalfellho Companyia make. oxecuW seas_ dvvuXW4tEtlya and delver ass auroty any and all widerhiMags, boobs, mocare aahces end other surety otergatons 5u&n dk m9y5 n-iecG swbpc to tits Ii ate tang 5eC faiRh in heir redpi?divmpanniers of attorney, aitch have full Kwerla bind tine Corrpmyby theirsynsuara and exe4Ymen, ofany such utsbu,rrrnls aixim ahach khirmid the of the Congtany Wan so nxecubld Inch nnslywha as shall I* as having as d sig~ied by lhg presKlard sued stranded by Uie secretary. Catihlaate of 6losigmalton -Ties President of mo Comp iny, noting pu,suani to The flyteas, of rna Company, aamdnadzes David M. Cavy, Assistant Secretary to appoint sada atmmoys-fn- faCt as may be necessary be Act on behad of ihu Cohrpasy to ingm, azecule. sea`, ti[kno ""o Am doliver as suety any and all undenakergs. bonds, recognlzances and enter lately obitgatkxns. Authorization -8y uespinvus conewl. of the Camsmys Board of Directors, Gra Company aoasaflU that facsimile or rmichamcally mrYaduced sgnalum of any hasistaes secosM of the Company wheasvonoppeadna upon a Certified copy of any loaves of Mowery assent by Ise Company or connciaoin wdi surety bands. shad be vasd end mid", upcm the Company writh the same force mad aflact ss lhough manually ot!ixed. L Grogary'N Davonport. tore uisdefstyned, Assisisnt Secretary. of A melte Fie end Casaaity Company, The On* Casaalty 40surarim Corrgany, LII arty Wool insurance Coneeany, avid VAw Ame+ican Insuronee Company do hemby certify Gra] Ilia ongve peeler o! adomay ofavh:h the iardWrig is a jell, too aid caned copy ars the Poumr of Attorney oxouited by said Coeviefsas, men full force W.1 offal and hasno! been revoked -yy IMORY WHEREOF. k here hereunto set my headand affixod the seals at said tranpnci 2gnie5 this day -_ L ' his--_ 21 %+,a{tarp IJV IiaY2,Y{iOrE. f5551Efank .CC±£ee'f 23A-16 ar:a,an CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT C$VIL CODE§ 1169 �`.i'.M,GY,c.'4.'tfYSC(Xsittli'tt3:t:.iY*C:si{`.iii^5'.eMSCY^lz."t�.C!'.H^rCd%C:.C-i• 3F".f'.c„t+t:c".{:ti�"'Fv[`�£t€:S;th'A:F]�a,^w`.X`':%'.4JS2�XFM",�Y.,ti^t. `sT°`.s't�i�'.FaX;d."C.a A notary public or other officer completing this certificate verifies only the identity of the individual waha signed the document to which this Certificate is attached, and not the truthfulness, accuracy, or validity at that document. I State of Cali rra n j County of On k _ ' ` before rile. ) s� � Gate ,� ! "era Insert Name and Tette of the Officer P personally appeared _ , (� /i'�-- � k� _ Name(s) of igrlWs) who proved to me an tire basis of satisfactory evidence to be th erson(a'p whose name s€f scrttsed to the vwlkhin instrument and acknowedgecl to ma thak�;k�? executed th sa e En t erAfie r'Au€hof ized capacity ife and that by erlt r"signatureWon the Instrument the persory( , or the entity upon behalf of which the persc�(s acted, executed the Instrument. SANDRA VELARDE a tV, t Nrftarp Public • CaNlonfla orange County a •Cemm ExpiraslJst24.r^.697~ Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS ally Rapid and official 'I r Signature ,` Signature of Notary Public OPTIONAL Though this section is optional, completing this infienn ation can deter alteration of the document or fraudulent reattachment of this form to an unintended d=ement. Description of Attached Dv ient r, Title or Type of Document: VI L # 1 - Document Date; Number of Pages: Sig r( Other Than Named Above: _. Capacity(ios) Claim ad by Signer(5) Signer's Name. Corporate Officer — Title(s): Partner -- t.inaited 1 Goheral individual Atkomoy in Fact Trustee Guardian or Conservator Other, Signer Is, Representing: Signer's Name. _ -- Cooperate Officer — Title(s); Partner — Limited 1 General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: '=S.Yd '1%W'.ti+.xJS<h •NF54t1'.SY"nN.''fM.✓✓•3385=4.Gk'M:S�:�C:'v'T: .X':L:L ,`�SrTSF ';'4'SJ°«-C' 94I. ,'*"'1yT,.t."4. `i`r%C"�'?4"r�°�F.Y�S!='S 4' .8w"�'�Gi:`./.'�S:°v '-.'S 02014 National Notary Associalion - wwwAal onalNotary.org , 1 -80g -US NOTARY (1-800-876-6827) limn #5907 23A-17 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 �A notary public, or other officer completing this Gartificale verifies only the identity of the individual who vigned the ydocunrent to which this certificate is attached. and no[ the truthhOness, accuracy, of validity of that documem. `State otcal! r it, County of 16rOn before me, Date .11 seri Name 8�nT of the Officer D dare " e ]Vie personally appeared n�A 2-`7 �4vam)sof Signcr(s) . .... .... . — ------- who proved to me on the basis of satisfactory evidence to be the ersorgerwincise name rrsf e beffIbWexecuted the s� The in u4cribed to the within instrument and ackno Wdg d I) me tha�N, ewheivIforiulborized capacity thatb hi§%=Zlr­signatt,lr�0�11 the instrument the parsorW, Jj,,W, and or the entity upon behalf of which the parsonpracted, executed the irrstrumont. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my In nd and official se Signature of Notary Public Piece Notary Seal Above OPTIONAL Though thi's seciion is optional, conipfeting this information can deter alteration of the document or Fraudulent reattachment of this form to an unintended document. Description of Attached Doiren, ,, i� Title or Type of Document' } A_, Document Date: Number of Pages: ­-, ---------- sigAer Other Than Named Abovo; Calipacifty(los) Claimed by Signerls) Signer's Name: Corporate Officer — Tille(s): Partner — Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Flepresenting: - ------- ----- ---- ---------_ Signer's -------- Signer's Namw_ Corporate Officer — Title(s): --------- Partner -- Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: C'2014 National Nolary Association - %vww,N3tionalNoiaryoig - t -800 -US NOTARY (1.800-13N-6827) Item 45907 23A-18 CITY OF NTA ANA RO G, N Afi +^� 1 •11 129AJECT +l \l,iT MMULNM Section 4100 et. seq, of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: c Sweets„ highways including bridge prejecic "6% of the bid or $10,000, whichever is greater • Buildings, parks, or Cather projects: Va% of the hid Section 9725.5 of the Public Contract Cade requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Y�XAIlAer Nance 1'16 46)ZCtlrjerr ir,sl License WExp. z,'Yo "Zb G i 'a License #/Exp. , tP - if .� � t DIR Reg. #/Exp. /�a�e &Z51 . i s DIR Reg. 7racr.4c.c, W3 i #lExp.� p Loca bon T el °- Location Phone 7 1 7,9 6 Vt5 t.) Phone - a Type Of Work 1 r/ - 7 Type Of Work e Amount$ 6'-3. CK) Amount 7Hca cv .r Name rsC, Name Zx', 7--L 1C raf at � License #/Exp f e to 4License ##Exp. - oV3 DIR Reg. WExp. 1 s ,1a �J:o f' S"c) DIR Reg, I oir,cx�c, .3 9)r 4�" / aSc'/ J 7 #lExp. ra L r i ✓" License # - License Location r` /W 51 4)C c -/t- Location `'r/a� Phone c - /'Z! - ;7-Y c i Rhone 9 /¢ 'a ej - '2-k Type Of Work Type Of Work 79,A a=; / �4LC! ,t Amount :. Oeer Amount $- Name M'0- Zzoe'A :, loet _ Name _ a t el a r t _ (6r� License WE p. � � J ,3 License WExp, ��r�' �f ��./��>� { `y ..31� DIR Reg. WExp. J tet ce)e> r ,i/ DIR Reg• 3" / 17 WExp. / .4nl 1 J License # _ License #I Location �j C x r r✓ _ c. f Location '; g t I 5� v".;'0'—' Phone Phone - 562.— 746- 07clt Type Of Work Type Of Work /!?if L, Amount$ 5,K) e.w4:<. a Amounts J 7cr�,s Sdgrtrat4Mre Atler 'F`- of F' 23A-19 CITY OF SANTA ANA PROJECT NO. + (ADDENDUM ONE - JULY 22, 2016) .1 'TOFSUB-CONTRACTORS Section 4100 at. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount, * 5trects, highways including bridge projccts: '/2% of the bid or $ l0,t}00, whichever is greater * Buildings, parks, or other pvgjccts; !/2% of the bid Section 1125.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name _ZZ, J f f /;✓9 License #/Exp, ei v, 29 DIR Reg.. f##JExp. i oc o e o -,s 3o l Location l F- Phone Sl - - i mm Type Of Work /?Z- " Amount $ J r; 2 GCO, Name License #/Exp. DIR Reg. #/Exp. License ## Location Phone Type Of Work Amount $ Name _ License #JExp. DIR Reg. #/Exp, Location Phone Type Of Work Amount $ Signature of Bidder Name_ License #EExp. DIR Reg. #/Exp. Location Phone - Type Of Work Amount $ Name License f#fExp. _ DIR Reg. #IExp. License ## - Location Phone Type Of Work Amount '$ Narne License ##/Exp- DIR Reg #/Exp. License # Location Phone Type Of Work Amount $ P-9 of P-1 T 23A-20 CITY OF SANTA ANA • PROJECT f. a { f p y PROPOSAL 4..1R'.T{ The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three year's. 1. f...e'cy a (o,r4 Krx€,- -)7 r -, OP- iP ,*rr � J< A q lotl P, 4111"Ll ")14 - YS 12-2Z. Yui 'jt Name and Telephone Number of person familiar with project. Contract Amount Type of Work 9 - it1a-ti l% M o*. -;-, u / ' Gate Completed Name and Address of owner. " ---t'—i<:�C C/ i ric"d x ' a arra - 732 "� .f.'':� Name and Telephone Number of person familiar with project. Contract Amount Type'of Work Date Completed Name and Address of owner. ' F Name and Telephone N /r 03j. Contract Amount )ear^ of person (familiar with project.. Type of Work 7 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. � pv—' c%, .rr✓ 7 71✓ 'i :r, f r.. t° :. `- if t,rch?JJ I?t fta2t ✓ �%z .ag { atel tray P, -Oy' 7,12 ev Ft fit City of Santa l+ra ! f rtrojt e;t 16-646'r Santa #l.c yi, y Tq�arrt7werMran r F2i`:UM -. Odobw 7, 2016 23A-21 CITY OF SANTA ANA PROJECTNO16-6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT— 121 BID PROPOSAL Ii 1 11 1 r RI`NICES The following are the names, addresses. kind telephone numbers for THREE public agencies for which the 111th:DEA has performed similar work within Ihv past tierce years. City of Costa Mesa 77 Fair Drive, Costa Mesa. CA 92626 Tom Banks T:714-754-5222 :949-413-0618 Lrjuzl Name,. Iroca1 i on, and Date ar C'.5nepletron Industrial Way Water Ctualityf Storm Drain improvement No. 14.8 in Costa Mesa, CA Completed May 2015 This project consisted of construction of approximately 1000 linear feet of cast -in-place reinforced concrete storm channel (Image # 1, 2). The project also included associated cast -in-place reinforced concrete structures such as catch basins, manholes, and inlet and outlet structures (Image # 3). A reinforced concrete diversion structure was constructed partially cast -in-place (see Image # 6.7,8, 9) leading to a precast CDS unit (similar to the Santa Ana Delhi Project) (sea Image # 4, 5). The purified water was then diverted to a 144" diameter pipe installed by Lonerock (see Image # 14). This project: is substantially similar in size to the Santa Ana Delhi Channel Modifications as it was worth over $3.200,000.O0 dol and included over 809 CY of cast -in-place concrete. The size of the project required use of large scale equipment that would be used for the Santa Ana project (see Image #111-13) This project is substantially similar in scope and type to the Delhi Channel as it included construction of reinforced concrete cast -in-place channel with walls that carries storm water by gravity. The major difference is Haat the entire channel was constructed for a long distance, unlike the Sante Ana Delhi Channel modifications which are for a smaller distance and only partially modify the Channel. This project included a partially cast -in -peace diversion structure (image # 6-9) that serves the same purpose as for the Santa Ana Delhi Channel, and is thus substantially similar. The structure diverts flow from the storm channel to he purified 1n a CDS unit. For the reasons described above, this project helps satisfy the minimum requirements for the Santa Ana Delhi Diversion Project, The project satisfies 8 months of the 5 year requirement of history and experience, within the last 10 years, of reinforced concrete flood control channels and reinforced concrete structures. It satisfies one of the required two projects of reinforced concrete flood control channel work of similar scope, sire, and type of the Santa Ana Delhi Channel project within the past 15 years for the reasons described above. This project also satisfies the requirement of one project including a diversion structure, as described above. The majority of the project experience is cast -In-place concrete as the attached Images show. Allach 4 - 8x lit Photographs showing carol phrase of l't7t rwl`@' I(a 1 .II, ed a,k is Au ,I PIrIi(`-,'" ,i• tWf,I >sni ) t.n% I l ro, L2 + d1,ir '.hurl Leah ur.iv}k.a 23A-22 CITY OF SANTA ANA PRca.aECT NO.16-6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT— REBID PROPOSAL The fallowing are the names, addresses, reit([ tclephong numbcrs tor'I7 REE public agencies for which the f3ll)ClER has pert'armed sintilar work within the past thrce,ycars, 2 Rev mil AddnasnrPublic Aiacnq Port of Los Angeles 425 South Palos Verdes Street, San Pedro, CA 90731 Nwnc intd'ter¢plu+na NuIlAwr or}x;rsasr fientitiu w4h prujcet Carlos C. Baldenegro _._ T 310-732-3053 ....__.._y. .�....._._—__ irfB}jtiCG Nanu, tH7c4n'thfl, and tai{t4 #Bt'C`o171r7ra'V imY Beath 145-147 in Wilmington, CA Completed May 2013 I )erailad De scriplioa of Project The project largely consisted of construction of about 2;040 linear feet of cast -in-place reinforced concrete storm channel (see Image # 15). Loners ck was also responsible for construction of other I reinforced concrete structures including a partially cast -in-place diversion structure that diverted flow to a pre -cast COS unit (substantially similar to the Santa Ana Delhi Diversion Project). Other challenging parts of the project included a reinforced concrete storm drain outfall structure (see Images # 17-20) into the harbor. A large cast -in-place reinforced concrete manhole structure connecting the outfall was also constructed (image # 21). A reinforced concrete structure was constructed 12 Beet under ocean water (Images # 22.2.3). The project also included a design -build. custom pump station (images #16,24-25). This project is substantially similar in size to the Santa Ana Delhi Channel Diversion Project. Lonerock" work was worth over $5;000,000.00 and included over 1,500 CY of cast -in-place concrete„ larger than what is required for the Santa Ana Delhi Diversion Project. The project is similar in scope and type to the Santa Ana Delhi Diversion Project as it required construohon of gravity driven call -in-place reinforced concrete ttood storm channel with walls. The entire channel was constructed', unlike for the Santa Ana project where It is partially modified. The project also included several cast -in-place concret structures, a diversion to a CGS unit, and construction of pump station just like the Santa Ana Delhi project. The information above shows that this project Partially satisfies the minimum qualifications for the Santa Ana Delhi Diversion Project. The project satisfies 4 years and 2 months of the I required 5 year history and experience in reinforced concrete flood control channels and reinforced concrete structures in the past 10 years. it also satisfies one of the two projects required in the past 15 years of similar size, scope, and type of the Santa Arra Delhi Channel project, The majority of the project experience is cast -in-place concrete as the attached images show. Attach 4 - 3s10 Phctograplis showing each phasc o9 construction. Cit» of Swi ra Ana i t'tn �t IG 6467 Sifila Ana (`3rsl��� InrrlHal �# r?r,,ion r folf" i i Aldern4 r i r. uz}r t'931-t7nioisr*¢ t df) IF, 23A-23 CITY OF SANTA ANA PROJCC T NC). 16-6467 SANTA ANA DELIIl C'HANNE1, I11VFRSl0N PROJECT— RE31113 PROPOSAL 11GI 11IMN"s rhe following are tiae names, addresses, and telephone numbers for `I'IMEE public agencies for ,,vhich the BIDDER Inas perforined similar Nvork within the past three years. orpublic :V'C rrcy Imine Ranch Water District 156110 Sand Canyon Avenue, Irvine, CA 92618 it rwr011 Kevin Brandt T: 949-923-6211 Etlo t Nme, Cercus 01% avail PAW ur C'omph^¢resvt Natural Treatment System In -Line Basins in Irvine, CA Completed December 2007 This project consisted of constructing cast -in-place reinforced concrete weir structures in Peters Canyon Wash Channel, San Diego Creek, and the Santa anal Santa Fe Channel (see Images # 26-36). The purpose of the weirs was to slur and divert the flow to other sections of tine channel, The weirs consisted of a cast -in-place reinforced concrete foundation that ran up the channel slopes (Image #26, 27, 29, 30, 31), removable, sliding weir logs were installed into the reinforced concrete to adjust flow rate or divert flow when needed (Images # 28), Reinforced concrete modifications (Images #32-35) were also made to the existing reinforced concrete channel structure to accomodate removable aluminum weir logs and divert flow. This project is substantially similar to the Santa Ana Delhi Channel Diversion Project. The work was in channels that are larger in size than the Santa Ana Deihl Channel and experience much greater flow (Image #k 27, 31, 36). Over 1,550 CY of cast -in-place reinforced concrete were required, which is more than the requirment for the Santa Ana Delhi Project. The scope .and type of the project was similar to what is required for the Santa Ana Delhi Channel. Cast -in -Place reinforced concrete structures with metal pieces were required to modify portions of the channels (similar to the Santa Ana Delhi Channel) to divert flow that was even greater than what will be expected for the Santa Ana Delhi Channel (Images # 27, 29, 31, 35, 36), For the reasons mentioned above, this project partially satisfies the minimum experience requirements for the Santa Ana Delhi Diversion Project, It satisfies 7 months of the required 5 years experience within the last ten years In reinforced concrete flood control channels and structures. It also satisfies one of the required two projects in the last 15 years in reinforced concrete flood control The project satisfies the requirement of one project with a flow diversion structure (in this case many). Included as supplementary images are #37, 38 which show a project in Huntington Beach finished in February 2007 which included a RC storm water channel for which a large RC structure was constructed with tall wails like what is required in the Delhi Channel. Contact Doug Erdman at 714-374-1735 for more info, on the Michael Drive Storm Drain Bypass Prjt. s showing caach phase of construciion. ' 9C'oI'1'-J6 iry c,a ,„ ri em) r' :De=.CI !, ni," `,r+u Gi t"�n<z t1F^ t r �a PYruh� I �. � ;b::u7 fl,q,xo ' dl, !'pmkl n I nil ° Irrt ld . iris 23A-24 CITY OF SANTA ANA PROJEsC'r NO, 16-6407 SANTA ANA DELHI CHANNEL DIVERSION PROJECT— RYA HID PROPOSAL Provide the names, uddetsses, and Ml phonc numbers, below, of all brokers and suret%cs Irom whom the BIDDER intends to procure insurance and bonds. „E1t`c'. p��z. ?3nrrt ibsg r.r4n,1 rheCa A, ,„^°' j d�..../00'9 c e-ct c U t"i4�'j 61st Sim W'Ai rrtee- v,9'k,t t..i t-o-AfP6"'JJr4'7"JA'1 '7—r 4 vF;er- .S �4 - c .:3 ear ?�. l 1r7 ttttat `iaola Arm it of CS $Y t,sSr oEt Pfu eot tr.dde,,ndtirli Ej M - Oc*it A", 10 �t4intaP,ns I��ni c3 �` 1 23A-25 CITY OF SArATA ANA PROJECT NO. SAUTI, ANA PROPOSAL (ADDENDUM ONE —.JULY 22, 2016) ADDITIONAL IU:f:FRFN(T=S The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed street improvement work in the past a years. 1. y�,r rig ,dd�' '7; ✓�f-+�#i� ✓7 ,�`.�xa:m �"r �� Cr. t,� r�r�� �_..'i" ,Iry . ° Name and Aress of 6wner. Nance and Telephone' Number of person familiarith project. 7a�5 n °'.11 r_g Li it? ' . , ;r lc ids Contract Amount Type of Work ' Date Completed + 2. hr3 )f s''w '`l lh?'d:bi? ft"i eTG `i✓n`a L- '8trzt. ,P.-� :h, t. lN" it:,Jf�`.. Marne and Address of owner. _ Name and Telephone Number of person familiar with project, V'I re4gy?a 12-W Contract Arnount Type of Work Namean Address dress of owner. Name and Telephone Number of person familiar with projc /caf 2— Date Date Coompleted 7 ez— r . r° };�= # L dtar- , );"fr i'.°�'c -r,^✓t. rr '~ i� ;,' "-� C . Contract Amount Type of Work pate Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. 'wt'_i..fC,.,c ax:n1a,.�acr __m_rrr�`'tJ^ f" f4 fir%1 CAy A na: Irl Ani f C• mted fM ';,I(W ` 9nr r Af,pL`fgf Ql"rl'� L7ivep=,wn { rnte,ra z 12'-13RI7 il�..trt�t;r r`, a'. CttES 23A-26 r -..n y , 0 T -44,c :ti r 6' # Lri ALL r aep C 1-_ iVjPjz0'V U-' .Xf- 9-C--t0us`. WATER DISTRICT PAST WORK REFER1 NCES Rialto Water Services Remove & Replace 9 koeati nes 437 N Riverside Ave Cnaxlract Amount: 536,695.35 Rialto, CA 92376 Completed. 1114/16-41,30/16 Contact: Staplaance Staftord, (909) 87.0-0400 x ,53301 Moulton Niguel Water District 27500 La t'az Rd l.al una Niguel, CA 92677 Cooiaact: Jim Sampson, (949) 795-0880 2A Yard Parkiaag Improvements Contract. Amount; $70,0500 Completed; 10/ 1/ 15 - 313 111 6 Rialto Watao - SeMc cs Rcarnovo &*, Replace 12 I.,ocations 437 N Riverside Ave Contract Amount: $29,032.14 Rialto„CA 92376 Coaatplelcda 9/1/15 - 9/30/1 5 Contact: Steplaance Stafford, (909) 820-t14O0 x 533111. Rialto Water services 437 N Riverside Ave Rialto, CA 92.376 Contact: Steplaanee StatTord, (4909) 820-0400 x 53301 Yucaipa Valley Water District 354477 Onk Glen Rd Yucaipa, CA 92399 Contact: Linda ICilday, (909) 797-5118 Pico 'W'ater 13isirict 4843 Church Streci Pico Rivera„ CA 906160 Contact: Mark C,r�Ajcala, (562) 692-3756 Santa Margarita Water District 261 1 l Antma o l'arkyvnp. Rancho Santa Margarita, CA 92688 Contact; Diaz Badri%(9'49) X159-6576 Moulton Niguel Water 17astricl. 27500 I.a Paz Rd i.agona Niguel, CA 92677 Contact: Jinx Sampson, (949) 795-6880 1 10 Locations Citywide Contract Amor nl, $1.08„790.00 Complete& 211115 - 6/30115 Crow Street Road Replacement Contract Amount: $=115,779 Completed'; 8/27113 - 10/31113 Manning Inter- tic Project Contract Ammon: $155.555.(10 Coaatpleted: $/I/I I m 12130111 portola /lana Upstream Slope Contract Amoum: $181,000.00 Completed: 1211110- 1131/1 1 Cabot & Crown araky Parkvvay. Ccantract Amount; $64,500,00 Completed: 511/09 - 5131/09 23A-27 CITY O. SANTA ANA: PROJECT PROPOSAL (ADDENDUM IF 20 16) (Title 23 United States Code Section 112 and Public Contract Cade Section 7106) In accordance with Title 23 United 'States Code Section 112 and Public Contract Gude 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly Induced or solicited any other BIDDER to plat in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly„ sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDEN or any BIDDER, or to fix any overhead, profit„ or coast element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation,. partnership, company association, organization, bid depository, or to any member or. agent thereof to effectuate a collusive or sham bid, Note: The above Non-coltusion Affidavit is part of the Proposal'. Signing this Proposal on the signature portion thereof shall also constitute signature of this Pion -collusion Affidavit, BIDDERS are cautioned that making a false certification may slabject;thp certifier to criminal prosecution. Signed1 saki, i. State of California County of. Subscribed and sworn to (or affirmed) before me on this __ day of s,n, 20-, by �, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal 1 1,1 Hn G J(..Yy'yd fapl �r01,^t, , Hr.[il (:h t r: Pt,t«?�' 7 'il ifi. 23A-28 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1199 v.r:�^e�.rcc`ase�nrk.r.c�rra:�,c�,cryc;�cria:,s�;r:rr�e�:resr�r�r�siccrr �rl��r. A notary public or othor officer ccrnplating this certificate verifies only the Identity of the individual who signed the document to which this certaficate is attached, and not the truthfulness, accuracy or validity of that document. --- State of C%Ru; County ofCn Date personally appeared before rite, of Signer(s) rJ 4r t,,I)U (i of the Officer who proved to me on the basis of satisfactory evidence to be the person' whose nama Fs iascribad to the within instrument and acl<nor ed to nae final he b executed the sane in h�Fitkasit authc rued capaclt and that f y if rJE9a+t signature ran the Instrument the persc a}�sj or the entity upon behalf of which the person acted, executed the instrument. S+ar}p�{A fkLAl7h� GDmmissia�p,#2p4G56A - a Notary public CBNrdrnr8 � Gom.ExpreocfrnN 7r a_loap Place Notary Seat Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h d and official se � j;P a e r a � r `" SignatureG` Signature of ofary 1�ulatic OPTIONAL Though axis section is optional, eompPleting this information can dater alteration of the docir ment or fratiduleol reattach meor! of this farm to an unintended document. Description of Attached Do anent ment c xr i (SPtiUr'31'@�ln tJt1 Title or Type of Docu_ _d} ._. _ _ Docunnent Date - ---- Number of Mages: Sig or ) Other Than Named Above; Cop;aciMies) Claimed by Slgner(s) Signer's Naha: ,------- Corporate Officer — Title(s). Partner — Um tedGeneral i Individual Attorney in. Fact Trustee Guardian or Conservator Other: Signer Is Representineg -- Corporate Officer — Title(s): Partner — Limited ' General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer is Ropresenting av�sv€wc`r.�torsr^rv�c�s:::r�;�:ec:�c~�cre.;zc^s w'�rr�>czn.�wcxc��.��r ✓�xrsrrr..;cw�c�cx;�;aw'xx.�rcr 02014 National Notary Association wwvi National Notary.org • t -800 -LIS NOTARY (1-800-876-6827) Item 45407 23A-29 CITY OF SANTA ANA PROJECT NO, 16-6467 PROPOSAL (ADDENDUM ONE — JULY 22, 2016) NON-DISCRIMINA1 ION CIEW1 IIFICATI: The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because ofrace, color, religion, sex, or national origin. The Contnictor shall take affirmative action to ensure that applicants are employed, and That employees are treated during employment without, regard to their race, color, rcligion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; retaritmern or recruitment advertising, layoff or termination, rates of pay or other forrns of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employfilenL notice,-, to be provided setting forth the provisions of this nondiscrimination clause. 2. The Conti -actor shall, in all solickations or advertisements for employees placed by or oil behalf or the colllraelor, state that all qualified applicants will receive consideration for CloplOYMCIA WithOL11 regard to raco, color, religion, sex, or national origin, 3. The Contractor shall send to each labor union or representative orworkers with which he/she has to collective bargaining agrecarent or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's conimitincials under this section, and shall post copies of the notice in conspicuous places available to eniployces and applicants for employment. 4, The Contractor shall comply with all provisions of F.xccrativa Di der 11240 of September 211, 1965, and of the rules, regulations, and relevant orders of the Secrolary of Labor. 5. The Contractor shall furnish all inl'orniat ion and reports PeClUired by F"Accutive Order 11246 of'September 24, 1965, and by rules, regulations. and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rilles, regulations, aird orders, 6. In the event of' tire Contractor's it oil -C riarlpfiance with the no"discrimilladon clauses of (Ili's contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or SLISpendCd in Whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted constmellon contracts ill accordance vvith piocodures authorized in Execution Order 11246 ol'Septeniticr 24. 1965„ and inch other sanctions may be imposed and reniedies; invoked as provided lin 1:?xccuaivc Order 11246 of September 24, 1965, or by rule, regulations, or order or the Secretary of' Labor, or as otherwise provided by lav%. AfIW3 I b1fIfs-l"f�1 23A-30 CITY O SANTA ANA PROJECT SANTA ANA DELHI A i PROPOSAL (ADDENDUM ONE — JULY 22, 2016) 16) The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) is every subcontract or purchase order unless exempted by rules, regulations, or oniers of the Secretary= of Labor issued pursuant to Section 204 of Executive Order 1.1246 cal Septcanaher24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result or such direction by the administering agency, the Contractor may request that the waited States easter into such litigation to protect the interests of the United States. 8, Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, sand as amended, no dlsurimintation shall be made in the employment of persons upon public works because of race, religious creel, color, national origin, ancestry, physical handicaps, mental condition, marital stratus, or sex of such persons, except as provided in Suctions 1420, and any contractor ntlpublic works violating this Section is subicet to all the penaltiesimposed for a violation f he-cFaapter. Sigttetl: Jjzr °~ f Title; M o T Firrn: m C7) WC,E.-C) 'kr-., i f Date: 9 C i L L -7Z C tr:y of Swita Ana i Pr(ti(l';P 16-6461 Santa Arkp + noT pWi 01-mmr;ti Ponjil.0 i PEt?d(: r-)00( 0r 'f r 20@ F 23A-31 CITY OF SANTA ANA PROJECT NO. 16-6467 SANTA ANA DELHI CHANNEL DIVERSION PROJEJ PROPOSAL (ADDENDUM ONE —JULY 22, 2016) STAJ FjMFNTfZF,GARI)ING A13111ZENTICESI III' Rj:UIjl!LAJENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: Apply to the joint apprenticeship conaniuce administering the apprenticeship standards of' ific craft or trade in the area of the site of the public work for a certificate approving (lie contractor under the apprenticeship standards for the cinployment and training of'appnenti"s in the area or industry affecied. 2. Employ the al -lin be r of apprent ices or the ratio 0f apprentices to,j ourneyni ell st i pulated in the apprenticeship standards. 3. Contribute to the fund or hinds in each craft or trade in which IIC/ShC CillplOySjOUracyrnen or apprentices . on the public work, in the saine amount or upon the same basis ani[ in the sarne manner as the other Contractors, except contractors noL signatory to the trust agreCinClu shall pay 1 Signed; Title: Firm: IL Date: Cry W Ana r howct 11 646/ $ant,i An�!Irli I t� !idols 11M6 23A-32 NO. Y PROJECT Mi.. \f yy, ij ! R w The undersigned is submitting this proposal for performing by contract the work rewired by these bid documents, agrees to comply with the Copeland "Anti -Kickback' Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CPR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give a -anypart f e compensation to which he/she is otherwise entitled. ,, Signed: { Firm: Date: (C) �itp 4Santi' Ano i PraienA t66467Santta/1oiZy��ia!0imullPPmje:fk WMP- Octb"bef 7 201 23A-33 CITY OF PROJECT� NO. 16-6467 9A- 1=yl♦1LQTAJFrT PROPOSAL (ADDENDUM ONE — JULY 22, 2016) ,TUBI,, C0N'�'R I'LONI01Irl �3t11.5"I'ION? AIRF, In conformance with Public Contract Code Section 90162, the BIDDER shall complete, under penalty of perjury, the following questionnaire Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No If the answer is yes, explain the circumstances in the following space. i.ir� s5t Sranlrz F,n.1 f rsre+�,� a 1fiP,•4r" .:.=o];i For H�rjl7.��'i 0�4�y r7t �r� Iliv��n i ,i ! 'lac; ('t'¢4dl) � 7i.'.nh,r r .'1116 23A-34 MAYOR Migguet A. Pulido MAYOR PRO TEM Vacena., Sarnniento COUNCI M9EMBERS An defies Amema P, David Bensvkdes Mialele Martinez Ronan Rayna IT" OF SANTA ANA 29 Civic Cerner Plaza + RO. Brox 19€ 8 WIG SantaAne_ Califo¢na 92792 1734) A47=5013.. WLwkWftW-ana,, M July 22 2016 TO: CON�1-RUCI-IONCON tttAcrf3pt7mRs SUBJECT: PROJECT NO, 16-6467 SAN rA ANA Dil't.tgt 0IANNH. DIVFRStorN Pictt IX ADDENDUM ONE The following change and clarification .has been matte to the subject Contract Documents: CrrY MANAGER David Cavazos ci rY ATTORNEY Sonia H. Carvalho CLr,RK CAE THE COUNCIL Marta O. a aeaasr 1. A Mandatory Pre -Bid Meeting Ail[ be held Thursday, August 1 I, 2016, 211'Ev3, at the project site. Seg: attached map for tile exact location. 2. Bid Opening is changed rrom August 9, 2016 to September 1, 2016: tptue and location stay the same. 3. Add the following to Section '1-2 Terms & Definitions: parties - Cities of Santa Ana, Newport Beach, and Costa Mesa, County of Orange, and Irvine Ranch Water District. 4Add the roltowing to Section 2-5.11 General: 2-5.:1.1,1 ELECTRONIC SUBMITTAL PROCEDURES A. Summary: I. Shop drawings, product data subralmis, and closeout documcniation shall lie transmitted to City in electronic (PDF) f ernim using Submittal Exchange; which is a website service designed speelficrally for treausrnitting submittals between construction team nicmhca:s.. 2. "fire intent orelcctronic submittals is to expedite the construction process by reducing paperwork, improving information flow„ and decreasing turnaround fine, 3. The cicc rinaic subnalttal process is not intended for color samples, calor charts„ or pbysi"11 material samples, those shall be submitted separately to the City. B. Procedurm 1. Submittal t'reparrtdmi • Contractor sisal'( convert all Submittals loan electronic (I'DF) submittal with the City provide submittal cover page. 2. Contractor shall complete in its entirely .the City submittal cover page, review submittal for 3tccraracy and contrary compliance, mul apply clectrorah; stamp certifying that the submittal compliesrwilh the requirements of the Contract DOcamYtnlS including verilivatiott air tarty of `d- %i Ansa a t'r led I F45467 t Antal Arra 1 natal Chworx rt DwArwnu r'i'gW r.t r RVRIO . t7ctrr Ar2ft 16 23A-35 MAYOR Ullool A POK10 MAYOR PRO TCM Wcrnge Sa>antranFo ctiarnrc€G�rn wnrz�rzs Angelina d?meacua P..Oinn S 6ennande s, Manhoea Madinez Roman Reyna Sal Tieagesn AUGUST 9, 2016 CITY OF SANTA AICA 20 coc canlar Plaza . P aw IN8 M-22 Santa Ana, Cnfilnrrria 92702 r»wu:.^.TtngaiPM99 TOCONSTRUCTION CONTRACT BIDDERS CITY NIANf GER David rava?ois CITY ATTORNEY Sonia R c4waliro C.8 ERN. PP THE COUNCIL B.4arla TT_ l4ttizat SUBJECT, PROJECT NO. 1646467 SANTA ANA C ELM CHANNEL DIVERSION PROJECT The fallowing change and clarification has been made to the subject Contract DocumenW 1. (aid Opening is changed to September 15, 2016: time and location stay the same. 2. The Mandatory Pre -Bid Meeting days is changed to Thursday, August 18, 2016, 2 PVI, at the project site. Address for meeting location is 20321 Irvine Avenue, Newport Beach, CA 926W All other terms and conditions remain ft same. CITY OF SANTA A s T ctuin' I hanT" Ga (_'ity ErIgilleel Y.$,pnCl... NPDCS3Rvn)Ae3Dcil ri.-Ln...wp IP(I Ada,,.l SAN IA ANA Cl1_Y COUNCA Ix,y:m,d 14mwn I @ rn., ian<nrn fiall"'Ul.'m:0 tS+1,.o 'Prv. dIt", 1, 1 v, 1- ar { t 4{e rYkS'd yS la acmye}��ar rd�E'r" 1 P,ntlat gf }"'frp} Eils,u-r ri#yanI' 1' i7 -'Illy -t, Ss fr ltc a -;flys ,.. 23A-36 MAYOR I'Aluol A. hulldb MAYOR PIRO `Ct:hr Vicerfln Sirnaca1e COUNGILMEMt1ERS Angelico Anmrcua P David rlsnavide^, Mldhale h§ariinea Roman Reyna SAI Sanalaro t..,t N l OFSAN TI"% r,% 2t1 Chic Contex Plaza . P.O. Box 1996 M-arI Santa Ana. Calanmia 4270 (714) 647-50 11 3 September 7, 2016 `1`0; CONSIRUC `[ION Ct),NrRA("t BIDT)ERS Ci rY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria r). HuL.at' Si BJE,C T: PROD ECT Nib, 16-6467 SAN't n ANA DELI It Cl IANr+dEL t7tvritsjoxi d'R(stl:c-i ADDENTAIM THREE `rhe following change and clarification has been wade; to tire, subject Contract'Doc:uments: 1, Bid Opening is changed. from September 15, 2016 to September 27, 2616; time and location stay the same. 2, Revise Section tt — Field Office Facilities last sentence from: Items 10. 11, and 12 shall become property of the City of Santa Ana to horns 12, lit„ and 14 shall become property ol'the City of Santa Ana. 3. Revise Appendix A [lid Item No. 17 - 14" PVC Force(] Main Installed beeper Than I -Foot But less Than 3 -Feet: the amt bid price shall be LF. 4. Revise Appendix A Pid Item No. 27 Traffic Loops: the unit bid price sball be FA. 5. Add the following section'. 3.,6 COST REDUCTION INCENTIVE rlcdrrdt the following secPion 3-6: In accordance with the provisions of the C allfornitr Public Contract Cotte, Section 71411, "Extra Compensation," the Contractor tray submit to the Engineer, in writing, proposals for modifying the plans, specifications, or other requirements of the contract for the sale purpose of reducing the total cost of Construction. The cost reduction proposal shall not impair, in any manncr, the essential €unctions or characteristics of the project, inclUding but not llrnited to: service life, economy or operations, case of maintenance, desired appearance, or design and safety standards. C'ostreduct"son proposals shall contain the following in1brmation. 1. A description of` bath the existing contract rccfuirements for performing the work and proposed Changes. 2. An itemization of ilfic contract rctluirements drat must b: changed if the proposal is adopted. SANTA ANA CITY COUNCIL uro,«aA P}d#T 011a Trcxk 0.9jAf fiSljvw pPg4 aat 04th leut Aa l.c1 4113 "rfTu#17 r F. 20NO­ +fttl9 rc°xa30 �St.,.l tc}33S.f�{L(r-R.ALJ±.:�Sv��l'!!:4a3.`."Xh?,«t.Ri:'dti:4 1. .H.i,:1t.'iaCF`x3L'X xwi`iACI F�.i3U�Y.T.ti.: II tt ii: �riiit'iYSvTt..8m1`.. I:.Y:'z4:."'�t tr 3fY �+;iitrl {Pfl Lifi 'ut.L1.�.'!3Ci'+:.ilik..C::d MAYOR Mtguul A PLAido MAYOR PRO I EM 46;offrl2 Samiento COUNCRMEMBERS Angel a Amucua P. David H� awidus WhOw,ra Uuqlnu Roman Royma Sal I inoijefo CITY OF SANTA ANA 9 T'% 20 CkviC Ceoler MoZa 0 PO BOX 19138 M-36 Saiii a Ana, Cahtumvp 92702 1714) G47 -sola Scptcjnbu 9, 2016 To: CONSIRIVAIONCONIRAci Bimm;its UTY MANAOFIR David Cavozm (,',IIY ABR{ RNVY smia R CqrV rhz CLERK O : THL COUNCH klarm 4.) iftmou SUBJHCT" PROJECT t" 16-6467 SAN FA ANA M1,1110 ANNFL DIVIASION PRO, X"I ADDENDUM FOUR Please find attached the PrQ-Bid Meeting Altendance Roster. All odier terms and conditions remain the same. CI I'N' OF SANNTA City Ent lucr SAN IAMNACHYG(MIACH lfw�WW&imto Aoa Delhi C>�*,frwteo- liu'p- 10fmrlw!'f T 13�' 2-3A- '�8 MAYOR. Miquol A. PW!do MAYOR PRO TFP,1 VAwnta sannnionto COUNCILMEMBERS AargePica Aanercua P} Davd Ben€rvidos h9 &eW Ma nimr Roman Royna Sat Tinraicro September 15, 2016 ITY® A 1 Va"l 212 Civic Ganser Plant w P.fa. Box IWEI M-315 Santa Ann, Cdnomia 92732 (714)W-5013 grnnv. san�;�rwro�s.grr� M CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO. 16-6467 SANTA ANA -DELHI CHANNEL DlveRsioN CIY MANX3FR Pavia$ C avaaIs CITY ATTORNEY Sonia R, Carv,Jlh n CLERK CSE rnf COUNCIL Ivtwia Pi. Fha zar 1. The following changes have been made to the Contraction Documents of the subject project: a. Add the attached APPENDIX H, GEOTECHNICAL INVESTIGATIONS REPORT. b. Attached are Pdf fifes of Addendum 3 plans issued before. 2. Response to submitted questions are as follows: i. Please provide the details requested fbr the coarse bar screen shown on the attached PDF. Coarse bar screens: (2) 8' w de panels each consisting of (2) Intermediate panels of HSS3x6 columns with HSS4x4 and IISSM beams and (2) end panels of Cit Columns with HSS4x4 and HSS6x6 beams, all hot dipped galvanizing. A All tube sections are to '/4" thick • The ends of all horizontal HSS4x4 and t-ISSGxG beams are to be fully welded both end to support columns and channels at the walls" Provide 114" weld all round, seal all joints and coat with galvanizing paint to match galvanizing on all components of structure • The HSS12x12 columns were revised to C12x25 channels at the walls -- clips on detail 4 are to extend 2W onto the flanges of the C12 if Plan Sheet DS05 calls out a CCJ. Please provide details for a C J. The Contro[ ed ;racking Joints (CCJ) of hydraulic slabs was addrossad Addendum 3. SAN TA ANA CI "rY COUNC 11, V,*,dA Nxliq cri Srpai as Al5,%',,*'T'aiojed 164646Vu k�cLti Ana 144' 'n�3etemnek {7iuFP"nn rr, Wn.'ay�rre t rt€-.�3 3,:.,��fi:ntv�:@ f, 'nr€ir-:va,o Ma", '.ns v i m! run's V'V4 t Waw t 'h'Aw J .uunf a 6Naq s ,YAM 50. w4&20?v't4M,1Ci..®.J .ai:. a:. !fY:iKUt3..i'Jll-4'a .ti*"aY':Ula`'w^9LLC,i v`4..".:g ZIK-1139 211Gnm'%..:;i14�+1:4Li'uJ MAYOR Miguel kl. P00o MAYOR PRO YEW Vitan[e Samjdento COUNCRL.MEMURS Ngjelaur Aireumn 4'_ David RAerteMns AhaWO Mara rw Roman Rayna Sag Tivoajem September 16, 2016 MM ■ CITY OF SANTA ANA 20 C:rolc Cwtad plaza a pl.0. Sox 199 M -x Santa ,Ana, Caliton*i 92102 l714}647 5013 wrAaw.sarta 3e17 orq TO: CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO. 16-6467 SANTA ANA-DELFtI CHANNEL DIVERSION The following changes have been made to the pians of the subject project. - On ;plan sheet 2 of 60, GENERAL NOTE #26 shall react as follow: 0 Y MAMACiE is Dmi Cauazos Cl I YA ITORNFY $orva tt. Carvalho CLERK OF I'HC CC UNC,lt. Meda 0 Huixar if the Contractor encounters any hazardous materials during construction, the Contractor shall immediately notify the Engineer. Handling and disposing of such materials shall be done in accordance with all applicable laws and regulations. All other terms and conditions remain the same, CITY OFSANTA 1? wiin, vi Liam C City Frigineor SANTA ANA CIIY C0UNCR � � "k�1iV 7f `7<itH.� �tXra � d�I`eh ti a•'�"��P�9�+"�tva1 C;� An i rAr�kl t�'�9sRFar-ir�i ih�,�..8? i ,m 1�an.RatM1t ttb f�fE`9'�^< N �rer 7 !ti tQ � •• 4� 23/x-401 MAYOR Miguel A. P'ugao MAYOR PRO TDA Vicomte Samaienia', COUNCtLMEMBERS AngePon Amazcua R. David Beaiavldes Michela Ma rdnez Roman Papa Sal Tinagerc MZXOME33t M111 OF—SANTA ANA 20 Civic; Canter Plaza « P-0. Sax i9a8 M-36 Sanaa Ana, Calromia 92702 (714) 847-WI3 vvnv aanaa-ana-M TO: CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO. 16-6467 SANTA ANA -DEI EH] CKANNEL DIVERSION The following changes have been made to the plans of the subject project.. CITYMANAGFR David Cavazna CITY ATTORNEY Soma R, Carvalho CLERK OF THE C•t7'LBNCIL Mann D. Nuiz ar 2-c • Traffic Control plan shall be submitted for all lane closures.; no exceptions. a All major intersection work shall be constructed on weekends or at night, and at the Engineer's direction. ca All work can Bristol Street shall be constructed at night„ expect for the work in front of the two hotels, approximately 700' either side of fled. Hill Avenue, This work shall be constructed during the day between 8;3 barn and 3:30pm. o All lames shall be opened up to traffic at the end of each construction 'shift, all plates shall be recessed per the City of Costa Mesa. standards. All other terms and conditions remain the same. C'IT'Y` OF SANIr A City Engineer k1ANTA ANA f;l'IY COUNCIL a.s��w31F, e,t rs( saa�mwVrolect 101414 RiaftWaAnaE�r.b �,1 `amelC�I+er�t�das714S7{a �°t i R1`91 ^ �knbni 2 20fa9r.w- Nai'ai A+:x, a.en••vAld I 'lea:a Y.'e;u3 rtv.+aa 'MIQ5 vv m6 ti!iaSo:'.'..!A�1.,�'".9Lfft'ft_tii+. 9w. 3 f flire�,y {531?;kUlt E' -3i1 Ij[ez-yY,f:dt MAYOR Mtguel A. f�trtido MAYOR PRO I EM Vicente .Sam mento ftfieli ahgwcun P David 6onarvides MiCtw,fc MarCinPB Rom in Royna SAI IlrwIaro October 7, 2016 CITY OF SANTA ANA 20 cwlf:('enter P9nza . P.0, Box 9SBII M -3f1 Santa .Ann, Catiiornia. 92742 (714) 64.7 -SOI 3 TO: CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO, 16-6467 SANTA ANA -DELHI CHANNEL DIvrnSioN WY MANAGIG R Dowd C`dVHZU4 CITY AT'rC RNhY Soma R. Canvallw CLERK Of- U IE C0UM_''tL Mona 1_ Hulzar t 1(c,/' �,11 -, The following changes have been made to the plans and specifications of the subject project. 1. The original Contract Documents and Addendums 1, 2, 3, 4, 5, 6, and 7 contain no changes. Addendum 8 contains all changes with respect to the 'REBID". 2. Replace the Notice Inviting Bids with the attached REBID Notice Inviting Bids. 3. Amend Addendum Seven Special Provisions 3.00 Traffic Control with the attached Costa Mesa Traffic Control Phasing plan. 4. Rename Special Provision Section 4.00 entitled "Special Provisions -- Storm Channel Diversion Structure" as follows: 4.00 Special Provisions — Storm Channel Diversion Structure and Flood Control Channel Modifications 5, Replace Special Provision Section 4.01 entitled "General" in its entirety with the following: 4.01 General The CONTRACTOR responsible for the construction of the Storm Channel Diversion Structure and the Flood Control Channel Modifications shall have a minimum of five years history and experience, within the last ten years, constructing (1) Reinforced concrete flood control channels; the experience shall be the same or substantially similar in size, scope, and type of the flood control channel modifications for this project as depicted in the project specifications, and (2) Reinforced concrete structures; the experience shall be the same or substantially similar In size, scope, and type of the diversion structure for this project as depicted in the project specifications. The CONTRACTOR shall have constructed and satisfactorily completed a minimum of two (2) projects of reinforced concrete flood control SANI A ANA CIT"Y COUN'•,'f L i Ita A,mw.!-' 4,, ie- k 1 f mat <-.s Rt t fxpit I!,, 11,1 ut!r,V)li ol�t -ro,ttrr, ut�- .c9•dh i nt t 7cY+.',f iz 1 x x nNk' Nt1fq+ Adpt'-"Yu3 Yc++.r�.Ri- Va.. &r d:, hY •1 ( 11 14 V, a.L,0I + i tY: 23A-42 MAYOR Miguel A- PuNdo MAYOR PRO TELA vioante SaInlien60 COUNDI-MEMBERS AcNbelica Aresux�r.1 is F David IXLnaptldes Wche ra dfae"3Al'.Imiz Roman Reyna Sat Tlnajem err � CITY OF SANTA AICA 20 Civic Center Ppaan a P.O. Box t988 M-16 Santa Ana, CaUGI-ma 92702 (714) 647,5013 ),v&i:UD - n rr2 TO: CONSTRUCTION CONTRACT BID MRS {CITY MANAGER David C.avaZ06 CITY ATTORNEY Swig R, Ca"athek CLERK OP THE COUNCIL Mang rt Huizar SUBJECT: PROJECT NO. 16-6467 SANTA" NA -DELHI CHANNEL DIVERSION - The Original Contract Documents and Addendums 1, 2, 3, 4, 5, 6, and 7 contain no changes, - addendum 8 contains all changes with respect to the "REB D„' - Bidders shall use Bid proposal that is included in Addendum 1 and also attached herein. All other terms and conditions remain the same. ('S I') OF SAN `f A A T;tltttti ir;ttte CftB}rI (.`it,, I-.lar=inc.I i S 11t�RrL f Ili{ %k .d.Li.f�k'tl4.i'=i1AA ';AN 1A ANA UT r C67W401. PAt in f+G.tlL 4`Czyq Sfl�nAflv;x: Y'ggdla fl6R+rAt 1 6F`•a°ArrttiS(xkY (Ye.n9liMtAWc4n5 >.1M4US RtSPty N,xfu •laP=t �� V im : i.1Yp i 'NSM 1 'xCi��il 9 9�nlG} )4.m* S tE.. L;4 a,-.v,.c 1As II ,w „a L_.3.A:*✓._:,-*'aiL111 1. 11,111f _"r I ..+:__{t_:IY.J« a.S�>ia t1943 SS1P:_1:uii=t3u S 11t�RrL f Ili{ %k .d.Li.f�k'tl4.i'=i1AA 23A-44 Exhibit 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16-6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT This CONSTRUCTION CONTRACT is made and entered into this 15 day of November, 2016, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and Lonerock, Inc., hereinafter referred to as "CONTRACTOR". WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Santa Ana Delhi Channel Diversion Project, hereinafter referred to as the "Work of Improvement" identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council, 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the Work of Improvement the sum total amount not to exceed $4,593,375.00 — Four Million Five Hundred Ninety-three Thousand Three Hundred Seventy-five Dollars and no cents , as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A," Page I of 3 23A-45 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16-6467 SANTA ANA DELHI CHANNEL. DIVERSION PROJECT The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law, 6. CONTRACTOR shall, after award of this Contract, famish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 7. CONTRACTOR shall, prior to the release of te performance and payment bonds or the retention payment, furnisharrant mish a wy perform, rice and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a c�ndition of project acceptance. For projects up to $900,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of $100,000 or 10% of the final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 23A-46 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT N0, 16-6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY J n Frank Assistant City Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: Page 3 of 3 23A-47 CITY OF SANTA ANA PROJECT NO.16.6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT Exh i%it A PROPOSAL ✓1.. 1 'e M—P&MONSALL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM:y— lr.b E off, �' REQUIREMENT: The undersigned bidder declares that they have carefully and thoroughly examined (1) the location of the proposed work site(s), and (2) the Contract Documents including all Addendums, Standard Plan and Specification, Appendices, Permits, and their requirements, etc.; and hereby proposes to furnish all labor, material, and equipment for the work required to complete the said. Project in accordance with the plans and specifications for the unit price(s) or lump sum(s) set forth in the following schedule: For any work, regardless of the magnitude, not specifically identified as a lump sum or unit price item listed below, the costs associated with this work shall be Included in the items of work; listed below, and no additional compensation will be allowed therefore, Item - Description --. Quantity �..� Unit Unit Price Amount 1 Mobilization 1 LS $ 12at 5, $ pnp j0M 2 -Clearing and Grubbing 1 LS $ tC,ogp, $ l'e'a,eaoea. 3 Dewatering 1 LS $ i,CeeJ $ tracroc). 4 Site Demolition/ Unclassified Excavation* 800 CY $ 1 $Gaaooa, s _ Structural Excavation 7600 CY $ , $ q.°2,% 6 utructure Backfill — 2000 CY $ .,, $ 17 off. 7 Unclassified Backfill 1000 CY $ tb,,- $ SCJ 0W.r 8 Shoring 1 LS $ i 5,i ttc. $ 000, 9 Channel Improvements/Diversion Structure 1 LS $(gyflrrx $q,�aac,, 10 Pump Station _ 1 LS _ $ �s . r $ '760t evo, 11 Chain Link Fence 900 LF $� Soo, City of Santa Ana / Project 16-6467 Santa AnVili ffP9 el Diversion Project I REBID - October 7, 2016 23A-48 CITY OF SANTA ANA PROJECT NO. 16.6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT Exhibit A PROPOSAL err r ria � , (tem Description _ Quantity unit unit F Price Amount 12 Chain Link Qate 6 EA $ 13 Decomposed Granite Access Road 400 TN $ $ l,zoO.F 14 14" PVC Force Main In QCFCD ROW 1000 —LF --$ i 15 14" PVC ForceMain In Costa Mesa ROW16 3300 LF $i B-,.� O,4W, Lo: *14" PVC Siphon 10 EA $ �dc ,17*14" PVC Forced Main Installed Creeper Than '1 -Foot But Less Than 3 -Feet 1q LF$ 2as � 18 *Pothole Utilities Not Shown In The Contract Documents 20 EA _ $ fogy ,; $ to 19 *PCC Concrete Sidewalk 4010 SF $ $ �t oco.r 20 SPCC Concrete Drive Approach 400 SF $ a $ 21 *PCC Concrete Curb Ramp 400 SF $ i 2 + , $ 12,. 22 *PCC Concrete C&G 500 LF 23 *Asphalt Concrete 1000 TN $ qr, $ , 24 *Asphalt Rubber Hot Mbc (ARHM) 500 TN $ $ roc 26 *Adjust Manhole Frame &. Cover to Finished Grade' 15 EA $ 0D. $ -71 . . 26 *Adjust Water Valve Box Frame and Cover to Finished Grade 15 EA $ { $ I2.1 27 *Traffic loops 25 EA $ 500,., $ (2, eco, 26 Project Information Signage LS $ 6,.r rte', szo, y 29 Finish Grading, Irrigation, and Landscaping 1 LS $ 2,3100. $ 9'��t s,r. TOTAL BID $4, The lowest responsible bidder shall be selected based on the total base bid. City of Santa Ana / Project 16.6467 Santa An`t VDT F"��r�ei Diversion Project ! REBID - October 7, 2016 23A-49 CITY OF SANTA ANA PROJECT NO. 16.6487 SANTA ANA DELHI CHANNEL DIVERSION PROJECT Exhibit A (ADDENDUM ONE - JULY 22, 2016) The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications, The City reserves the right to increase or decrease the quantity of th Is Item accordingly. TIME FOR CCOMPLETION OF IMPROVEMENTS AND LIOUIDATE,D DAMAGES o The undersigned bidder hereby proposes to complete the Work for the total base bid arnount shown above, within, three hundred (300) wo'rkin' da ; anter the commencement date stated in the Notice to Proceed. o The liquidated damages amount, in lieu of the amount specified in Subsection 6.4 of the Standard Specifications, shall be $3,000 per calendar day, Name of Firm �3 t�i t� �7 C 1C, Signatureof BIDDER fide P1 -r QitnE44 (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm.. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) City of Santa Ana / Protect 16-6467 Santa AnVtl%Fparirl Diversion Project / 12SaID - October 7, 20'16 23A-50 COST ANALYSIS CONSTRUCTION OF SANTA ANA DELHI CHANNEL DIVERSION PROJECT PROJECT NO. 16-6467 EXHIBIT 4 23A-51 23A-52 A-2016-180 EXHIBIT 5 December 06, 2016 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 City of Santa Ana Orange County Flood Control District County of Orange City of Newport Beach City of Costa Mesa Orange County Water District Irvine Ranch Water District 23A-53 AGREEMENT This Santa Ana -Delhi Channel Diversion Project Agreement ("Agreement") is made as of this ___ day of 201_, ("Effective Date") by and among The City of Santa Ana, a California charter city ("SANTA ANA"), The Orange County Flood Control District, a body corporate and politic ("OCFCD"), The County of Orange, a political subdivision of the State of California ("COUNTY"), The City of Newport Beach, a California municipal and charter city ("NEWPORT BEACH"), The City of Costa Mesa, a California, municipal corporation ("COSTA MESA"), The Orange County Water District, a subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended ("OCWD"), and The Irvine Ranch Water District, a. California water district organized. under Section 34000 et seq. of the California Water Code ("IRWD"); which are sometimes individually referred to as "Party," or collectively referred to as "Parties." DEFINITIONS The following definitions shall hereinafter apply: Additional Annual O&M Costs - a Funding Party's proportionate share as specified in Exhibit C2 to cover annual O&M expenses upon exhaustion of the Initial O&M Deposit (as defined below). Additional Participant - a third party point source discharger in the Watershed Area or other Project beneficiary that has entered into an agreement signed by all Parties committing its contribution toward the O&M costs in order to receive regulatory compliance, offsets or credits offered by the Project. Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 2 of 69 23A-54 Airport Director — the Director of John Wayne Airport Approved Plans - those Project plans, specifications, and engineering estimates ("PS&E" see definition below) which have been approved through the County Property Permit process. Approved Plans shall also include those PS&E revisions and/or contract change orders approved in writing by the Project Representatives (as defined in Section 1). Bond - the faithful performance bond, payment bond, or warranty bond required to be provided by the Contractor pursuant to this Agreement. (collectively "Bonds) CPP - the process to obtain a County Property Permit from the County of Orange. CEQA -- the California Environmental Quality Act (California Public Resources Code § 21000 et seq.). Channel - the Santa Ana -Delhi Diversion Channel designated OCFCD Facility No FO 1. Cities - refers to SANTA ANA, NEWPORT BEACH, and COSTA MESA collectively Claims - liabilities, actions, suits, claims, demands, losses, costs, tortious, contractual, condemnation, inverse condemnation, judgments, arbitration awards, settlements, damages, demands, orders, penalties, acid expenses including legal costs and attorney fees; including those arising from injuries to or death of persons, for damage to property, or liability of any kind or nature. Conceptual Report -- that Diversion Structure Water Capture and Reuse Structure Concept Feasibility Study dated July 8, 2013 which reviewed the technical and economic feasibility of reducing pollutants inflows and trash to the Channel. Contractor - that contractor and its subcontractors that have entered into a construction contract with SANTA ANA for the Project. Days — unless otherwise specified to the contrary, "days" in this Agreement shall mean business days as defined by the City of Santa Ana. Director — the Director of OC Public Works or designee. Diversion Structure — an urban discharge diversion system as may be constructed near the intersection of Mesa Drive and Irvine Avenue as shown on the attached Exhibit B (hereinafter referred to as the "Preliminary Plans"), which shall include features that Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 3 of 69 23A-55 extend across a segment of Channel designed to divert trash and debris into a. containment area, while conveying low -flows where pollutants will be captured, and further discharged into an Orange County Sanitation District trunk line for conveyance to its sanitary sewer treatment plain and thereafter to the OCWD Groundwater Replenishment System, The Diversion Structure will modify the existing Cha vial with a concrete weir crossing the charnel bottom and alter approximately 100 feet of the Channel's north wall to accommodate fixture of a debris boom, inlet and bypass outlet structures. Estimated Cost - the itemized estimate of Project Capital Costs and O&M expenses listed on Exhibit C3 from an Opinion of Probable Construction Cost referenced as "Engineer's Estimate 15-058" by AECOM dated July 24, 2015 based upon 60% Design Plans. Facility (sometimes also referred to as the "Facilities" or "Project Facilities") — final Project (as defined below) improvements constructed in accordance with the Approved Plans, which shall include the Diversion Structure, related pumps, pipelines and features necessary for operations. Flood Control Act - Orange County Flood Control Act set forth in California uncodified Water Code, Act 5682, section 2, also referred to as Water Code App. Sections 36-1 et seq, also referred to as Chapter 723 of the State of California Statutes of 1927, as amended. Force Majeure Event - those events specified in Section 2.5.4 that materially and adversely interfere with or increase the costs of performing SANTA ANA's obligations hereunder, provided that such event (or the effects of such event) could not have been avoided by SANTA ANA's use of reasonable effort. Funding Partner — SANTA ANA, NEWPORT BEACH, COSTA MESA, OCFCD, COUNTY or IRWD as shown on Exhibit C2 (collectively the "Funding Partner's"). Golf Lessee — Public golf course operator, Newport Beach Golf Course, LLC, its successors or assigns, which leases a portion of County land, under the purview of John Wayne Airport that may be impacted by the Project. Grant - that Measure M2 Environmental Cleanup Program Grant from the Orange County Transportation Authority awarded to SANTA ANA in the amount of TWO MILLION, FIVE -HUNDRED SEVENTY-TWO THOUSAND, EIGHT HUNDRED, and SEVENTY-FIVE DOLLARS ($2,572,875) for Project Capital Costs. Santa Ana-Dolhi Channel Diversion Project Agreetnent D15-013 Page 4 of 69 23A-56 HM -1 - hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law existing prior to the Project and not disturbed by the Project. HM -2 � hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the Project or as a result of the Project. HM Management Activities - management activities related to either HM -1 or HM -2 including, without limitation, any necessary manifest requirements, clean-up and disposal facility designations. Initial O&M Deposit - a transfer of ONE MILLION DOLLARS ($1,000,000) from SANTA ANA to the O&M Account maintained by OCFCD in accordance with the terns herein John Wayne Airport ("JWA" or "Airport") — an airport established by ordinance of the County of Orange Board of Supervisors pursuant to the laws of the State of California and the federal government, which is operated on an enterprise basis at no cost to the taxpayer. Although JWA is a department of the County of Orange, the Parties agree JWA is not a Funding Partner to this Agreement, and as such is not required to financially contribute to the Project, associated O&M or Reserve Fund, but retains rights under this Agreement as a Project Representative and as otherwise provided herein. NPDES — National Pollutant Discharge Elimination System stormwater permit program authorized by Section 402 of the Clean Water Act, 33 U.S.C. § 1251 et seq. of 1972, as amended, also referred to as a Municipal Separate Storm Sewer System ("MS4") Permit. OCSD - the Orange County Sanitation District. OC`WD Project Contribution - a one-time, lump-surn payment from Orange County Water District (OCWD) of ONE MILLION DOLLARS and 00/100 ($1,000,000.00) toward the Project construction costs. O&M — operation and maintenance. O&M Contractor — a contractor under contract with OCFCD or COSTA MESA to perform operation and maintenance on the Facility or portion thereof Santa Ana -Delhi Channel Diversion Project Agreement Dl S-013 23A-57 Page 5 of 69 O&M Fund - monies deposited into the O&M Account in amorous paid in accordance with the terms herein, to be used by OCFCD or COSTA MESA, for Facility operation, maintenance, and repair or replacement required due to a catastrophic event. O&M Recount - a separate account for the Initial O&M Deposit and OCFCD O&M Fund established by OCFCD and maintained consistent with all applicable OCFCD/COUNTY or other governmental laws, toles and regulations pertaining thereto, to receive from SANTA ANA a transfer of $1,000,000 from the Project Fund (e.g. the Initial O&M Deposit), Additional Annual O&M Costs and other monies consistent with the putposes of the O&M Fund. O&M Manual - the Operation and Maintenance Manual for the Facility and components thereof. Oversight Inspector - a qualified OC Public Works inspector or representative assigned through the CPP process by OCFCD/County to verify that construction of the Diversion Structure and other Facilities on OCFCD and COUNTY right-of-way are accomplished in a good, workman -like mariner and in accordance with the Approved Plans per OCFCD and COUNTY standard. NEPA - National Environmental Policy Act, 42 U.S.0 § 4231 et seq. Project — the Santa Ana -Delhi Charnel Diversion Project is a regional water quality project intended to protect Upper Newport Bay from pollutant loadings generated by discharge flows, debris, and trash from the Channel and its watershed, and includes all right-of-way necessary for its implementation. The Project will remove dry -weather channel flows from the Channel watershed with the Diversion Structure, as further defined in Recital B. The Project shall include work within the limits indicated on Exhibit A performed concerning design, construction, and O&M of the Project and Facilities. Project Capital Costs — those Project costs referenced in Exhibit C3 including, but not limited to, design engineering, permits, right -o£ -way, easements, project administration, consultant costs, environmental reports, costs associated with CEQA, NEPA, Resource Agency or Regulatory compliance, surveying,investigation, testing, monitoring, construction, equipment, materials, contracts, warranties, attorney fees, Newport Beach Golf Course lost revenue, costs for defense of CEQA/NEPA lawsuit and costs for hazardous material management activities related to FIM -2 as defined in Section 8 (Hazardous Material). O&M costs are not a part of the Project Capital Costs. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 6 of 69 23A-58 Project Costs — those actual costs as estimated and referenced in Exhibit Cl and Exhibit C3 covering all costs associated with the Project, Project Fund - a separate account established by SANTA ANA and maintained consistent with all applicable SANTA ANA or other governmental laws, rules and regulations pertaining thereto, wherein SANTA ANA shall deposit amounts paid by the Parties for Project Costs. PS&E - Project plans, specifications, and engineering estimates agreeable to the Project Representatives (as defined in Section 1) which have been approved through the County Property Permit process. Regional Board — the Santa Ana Regional Water Quality Control Board. Regulations — those federal and state regulations or requirements applicable to point source discharges, as more particularly described in Recital A, which are prescribed by the Santa Ana Regional Water Quality Control Board, California State Water Resources Control Board, and/or United States Environmental Protection Agency that have jurisdiction within the Santa Ana -Delhi drainage system depicted on Exhibit A. Reserve Fund - After exhaustion of the hiitial O&M Deposit, monies deposited into the O&M Funds which are designated for reserve fund purposes as specified in Section 3.7.9. to be used by OCFCD and/or COSTA MESA to repair or replace the Facilities, Project -related Channel improvements and/or appurtenances, or portions thereof damaged due to a catastrophic event Resource Agency(ies) — each one of the following entities or collectively, all of them: U.S. Army Corps of Engineers, U.S, Fish and Wildlife Service, Federal Emergency Management Agency, California Department of Fish and Wildlife, Santa Ana Regional Water Quality Control Board, and Coastal Commission. Sponsor - OCFCD, the COUNTY, COSTA MESA, NEWPORT BEACH, or SANTA ANA (collectively the "Sponsors") and which shall include IRWD in accordance with Exhibit C2b. Sponsorship Share - a Sponsor's share of participation in funding, credits and offsets pursuant this Agreement and/or the Project, based upon the percentages denoted on Exhibit C2a and C2b, State Board — the California State Water Resources Control Board. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 23A-59 Page 7 of 69 TCF, - temporary constriction easement. Term - unless otherwise terminated or extended, this Agreement shall be effective for an initial tern of twenty-five years commencing on the Effective Date, and shall automatically renew for ten year terms thereafter. TMDL - Total Maximum Daily Loads. Watershed Drainage Area - the impacted watershed area within Project limits shown on Exhibit A. RECITALS A. The Parties are subject to regulations or requirements applicable to point source discharges for bacteria, metals, nutrients, trash, selenium and other constituents; including but not limited to, TMDL, applicable provisions of dewatering permits and time schedule orders the Municipal Separate Storm Sewer System (" MS4 Permit, and/or other discharge permits, waste discharge requirements,or discharge -related orders. In a collaborative effort SANTA ANA, NEWPORT BEACH, and COSTA MESA (collectively, "Cities") pursued satisfying current and future NPDES requirements and proposed trash amendment to MS4 Permit requirements (see Recital Q) through the development of a watershed regional diversion project. The Project requires OCFCD and COUNTY cooperation in order for the Diversion Structure component to be constructed, operated and maintained in and about the Channel; a portion of the land is under the purview of JWA. B. The Parties, other than OCWD and 1RWD, caused the Diversion Structure Water Capture and Reuse Structure Concept Feasibility Study dated July 8, 2013 to be conducted in order to review the technical and economic feasibility of reducing pollutants inflows and trash to the Channel ("Conceptual Report"). Based upon the Conceptual Report findings, possible locations for the Diversion Structure system and the Project limits shown on Exhibits A-1 and AA2 within the impacted watershed area (i.e., the Watershed Drainage Area) were proposed and alternative Facility components were discussed. C. The proposed Project is to be designed for the benefit of the Parties, who occupy or operate within a region of approximately 11,120 acres, by diverting dry -weather flows and trash from the Santa Ana -Delhi drainage system shown in Exhibit A. D. It is contemplated that the Diversion Structure will be constructed upon land owned by COUNTY, under the purview of JWA. Part of this County -land is leased to the "Golf Lessee," and other parts are utilized for OCFCD's Channel and flood control purposes in accordance with the Flood Control Act. E. OCFCD, COUNTY and JWA are amenable to accommodating the Diversion Structure and appurtenant components upon their right-of-way in accordance with the terms berein, provided that the Project: (1) will not violate the COUNTY's vesting deed restrictions or Santa Ana -Delhi Channel Diversion Project Agreement DIS -013 Page 8 of 69 23A-60 create a nuisance, (2) will not interfere with flood control or Airport operations or operational requirements, (3) will minimize its effect on Golf Lossee, and (4) mitigates and compensates TWA and/or Golf Lessee for any negative impact due to the Project. F. The Project's proposed plan as shown on Exhibit B (Preliminary Plan) is to install, operate, and maintain pipelines within public street fight -of -way The Cities are amenable to accommodating pipelines and other necessary Project Facilities within their respective public street right-of-way in fiutherace of the Project. G. SANTA ANA will be the lead agency for the Project under CEQA, and if applicable NEPA, as well as being responsible for the PS&E, acquisition of property rights, relocations, necessary permits and easements, and construction administration necessary for the Project. H. The Parties anticipate the Project costs to be about $9,367,875 ("Estimated Cost") based upon the itemized estimated expenses listed on Exhibit C3, I. The Estimated Cost amount includes an estimate of long-term O&M expenses projected over twenty years in the amount of ONE MILLION DOLLARS ($1,000,000). J. SANTA ANA has been awarded a Measure M2 Environmental Cleanup Program Grant from the Orange County Transportation Authority in the amount of TWO MILLION, FIVE -HUNDRED SEVENTY-TWO THOUSAND, EIGHT HUNDRED, and SEVENTY-FIVE DOLLARS ($2,572,875) ("Grant"), which shall be used for the capital construction costs associated with the Project. K. The Project proposes to divert trash and debris into a containment area while conveying dry -weather flows into an Orange County Sanitation District trunk main which serves an OCSD sanitary sewer treatment plant and thereafter to the OCWD Groundwater Replenishment System. In furtherance of the Project, OCWD has offered to pay a one-time sum of ONE MILLION DOLLARS ($1,000,000) toward the construction costs pursuant to the terms and conditions provided herein. SANTA ANA will accept and expend said funds from OCWD for the construction of the PROJECT. L. SANTA ANA is committing its resources and is agreeable to contribute toward the Project design, construction, and O&M. SANTA ANA agrees to make one limp sum payment for their proportionate share in the costs for the design, construction long-term O&M costs in an aggregate amount not to exceed of ONE MILLION, NINE -HUNDRED THOUSAND DOLLARS ($1,900,000), as denoted in Exhibit Cl, M. OCFCD and COUNTY are agreeable to contribute toward Project design, construction, and O&M. Per the terms of this Agreement, OCFCD and COUNTY agrees to make one lump sum payment of their joint proportionate share in the costs for the design and construction, and long-term O&M in an aggregate amount not to exceed ONE MILLION, SIX - HUNDRED, THOUSAND DOLLARS ($1,600,000), as denoted in Exhibit Cl. OCFCD is agreeable to accept certain ownership, O&M responsibilities, in accordance with the terms herein, for the portion of the Facilities located upon OCFCD, COUNTY and/or JWA right-of- way. Santa Ana-Detlri Channel Diversion Project Agreement D15-013 23A-61 Page 9 of 69 N. NEWPORT BEACH is agreeable to contribute toward the Project construction and make a lump sum payment in the amount of ONE MILLION, FIVE-IIUNDRED THOUSAND DOLLARS ($1,500,000), as denoted in Exhibit C1. O. COSTA MESA is agreeable to contribute toward Project design, construction, and O&M. COSTA MESA agrees to make one lump sum payment for it proportionate share in the costs for the design, construction, and, long-term O&M costs in an aggregate amount not to exceed SIX -HUNDRED THOUSAND DOLLARS ($600,000), as denoted in Exhibit Cl. COSTA MESA agrees to accept certain ownership, O&M responsibilities, in accordance with the terms herein, for the Facility pipelines located outside of OCFCD, COUNTY and/or J WA right-of-way. P. IRWD discharges pumped groundwater to the Channel from wells pursuant to certain permits issued by COUNTY. In consideration of the effect of the quantity of such discharges upon the design and capacity of the Project, IRWD is willing to contribute one lump sum payment in the amount of ONE HUNDRED AND NINETY-FIVE THOUSAND DOLLARS ($195,000), as denoted in Exhibit Cl as its share of Project design and construction. IRWD shall not contribute to O&M costs. Q. The Parties contemplated statewide trash amendments by the State Board currently approved "Amendment to the Water Quality Control Plan for the Ocean Waters of California to Control Trash and Part 1 Trash Provisions of the Water Quality Control Plan for Inland Surface Waters, Enclosed Bays, and Estuaries of California," which in the fixture would be reflected in stormwater MS4 Permits. It is intent of the Parties to collaborate efforts in order for the Project to qualify as an implementation plan, or portion thereof, under such requirements. R. After the Diversion Structure and the Facilities become operational and at any point establish an additional regulatory benefit or credit which may be allocated among the Parties, and/or traded or sold to an outside third party at market-based rates, the Parties desire to clarify herein how a Party might receive its fair share of the economic value generated and realized, S. The Parties further desire that the Agreement address how the Parties may amend their respective financial commitments as specified in Exhibit C2a and C2b by revising the percentages representing their proportionate share to include requiring the contribution from future, additional point source dischargers who benefit from the Project Facilities. T. Therefore, the Parties mutually desire to enter into this Agreement to set forth their respective rights and obligations with respect to the Project development, and the possible construction, and long-term O&M of the Facilities. Santa Ana -Delhi Channel Diversion Projeaf Agreement D15-013 Page 10 of 69 23A-62 AGREEMENT NOW, THEREFORE, in consideration of the foregoing Definitions and Recitals, which are incorporated herein by reference, and the mutual covenants mud promises among the Parties hereinafter set forth, the Parties agree as follows: SECTION 1 PROJECT REPRESENTATIVES 1,1 SANTA ANA Project Representative. The City Manager of the City of Santa Ana or his designee shall be authorized to perform all actions required to implement this Agreement on behalf of SANTA ANA and serve as the Project Representative for SANTA ANA for all purposes related to this Agreement. 1.2 COUNTY and OCFCD Project Representative. The Director shall be authorized to perform all actions required to implement this Agreement and to serve as the Project Representative, jointly and individually; for OCFCD and the COUNTY as Parties and property Tight owners; as well as, for the COUNTY as to unincorporated areas of the watershed within its jurisdiction that are not part of JWA operations. 1.3 John Waynepoort Project Representative, The Airport Director or designee shall be authorized to perform all actions required to implement this Agreement and to serve as the Project Representative on behalf of JWA for all ptuposes related to this Agreement. 1.4 NEWPORT BEACH Project Representative. The City Manager of the City of Newport Beach or designee shall be authorized to perform all actions required to implement this Agreement on behalf of NEWPORT BEACH and serve as NEWPORT BEACH's Project Representative for NEWPORT BEACH for all purposes related to this Agreement. 1.5 COSTA MESA Project Representative. The City Manager of the City of Costa Mesa or designee shall be authorized to perform all actions required to implement this Agreement on behalf of COSTA MESA and serve as COSTA MESA's Project Representative for all purposes related to this Agreement. 1.6 IRWD Project Representative. The General Manager of the Irvine Ranch Water District or designee shall be authorized to perform all actions required to implement this Agreement on behalf of IRWD and serve as IRWD's Project Representative for all purposes related to this Agreement. 1,7 Whenever reference is made herein to an action or approval to be undertaken by a Party, the Project Representative shall be authorized to act on behalf of its respective Party unless specifically provided otherwise or the context requires otherwise. Any determination of change which if implemented may materially alter the terms and financial obligations of the Parties shall require an amendment of this Agreement approved in writing by each Party's board, council, or governing body. 1.8 The Project Representatives shall have authority to send invoices, make and receive Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 11 of 69 23A-63 payments, and perform all other activities required to satisfy the financial responsibilities of their respective Party in accordance with the terms herein. 1.9 Each Party and their respective Project Representative acknowledge that the Project is made possible by virtue of certain Grants and agrees to make every effort to assist and cooperate with SANTA ANA, the Grant Administrator, for the Project to remain in full compliance with the terns of the Grant. 1.10 The Parties agree that JWA and/or Golf Lessee will be compensated for any unmitigated negative impacts to the Golf Course and/or Golf Lessee operations caused by the Project construction or operation only if actual losses or damages are incurred and substantiated. Costs associated with this obligation are Project Cost estimates in Exhibit C3. SECTION 2 RESPONSIBILITIES OF SANTA ANA 2.1 General Responsibilities SANTA ANA shall be responsible for the design, environmental review, obtaining all required Resource Agency approvals, CPP, permits and easements, and construction of the Facilities developed for the Project under the terns of this Agreement. SANTA ANA shall deposit amounts paid by the Parties for Project design and/or construction into a separate account designated for such funds as the Project Fund. Within forty (40) days of the execution of this Agreement, SANTA ANA shall deposit a lump sum amount for design, construction, and the annual O&M costs as established per Exhibit C3, into the Project Fund Account, The Grant funds shall be paid to the Project Fund on a reimbursement basis pursuant the terms and conditions of said grant. 2.2 Environmental Review _/ Permitting 2.2.1 SANTA ANA shall be the lead agency for purposes of CEQA, prepare the necessary environmental documents and secure all necessary resource agency permits for the Project. SANTA ANA shall secure the rights-of-way for the Project, including any needed for the O&M of the Diversion Structure and all Facilities. 2.2.2 SANTA ANA shall obtain the prior written approval from the Project Representative(s) of any Party with jurisdiction and/or property rights to any permit concerting said property which potentially includes post -construction agreements, obligations or conditions (e.g., mitigation requirements) imposed by any governmental or regulatory agency. 2.2.3 SANTA ANA shall apply for pennits and maintain Project compliance with all permits, regulations and laws. As referenced in Recital Q, the development of the Project contemplated statewide trash amendments by the State of California Water Control Board currently approved "Amendment to the Water Quality Control Plan for the Ocean Waters of California to Control Trash and Part I Trash Provisions of the Water Quality Control Plan for hiland Surface Waters, Enclosed Bays, and Estuaries of California." SANTA ANA shall, if the Project Representatives mutually determine it is necessary, change the Project procedures as to its implementation, Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 12 of 69 23A-64 monitoring, and reporting to assist with a Party's respective stormwate'r discharge permit compliance. 2.3 Desien 2.3.1 The Parties acknowledge SANTA ANA had the "Santa Ana -Delhi Channel Diversion Project Technical Memorandum 1", dated July 2015 and revised in October 2015, prepared which provides a description of the Project operations and land requirements for alternate design pians. Among the alternatives presented in that memorandum, the Parties wish to implement Scenario 1 where the Facilities will have direct discharge to the Orange County Sanitation District Regional Sewer System as depicted in the "Preliminary Plan" shown on Exhibit B, attached. The Facilities arc to be constructed in accordance with Approved Plans that specify its components which may include, among other things and in addition to the modifications to the existing channel section, diversion structure, submersible pumps, floating boom, weirs, screening bars, and debris containment area. 2.3.2 SANTA ANA shall require and ensure that all consultants, engineers and mitigation agents working on the Project environmental, design and construction abide by the insurance and bond requirements as specified in Exhibit G (Insurance, Bonds and Warranties). SANTA ANA agrees to be responsible for the preparation of the PS&E, which shall be consistent with the standards of SANTA ANA and the Party or Parties with jurisdiction or ownership of the right-of- way where construction is to be performed. In case of conflict between such standards, the most stringent standard shall prevail. With regard to the Diversion Structure and any other Facilities appurtenant, in, on or about the Channel or right-of-way held by OCFCD or COUNTY, the PS&E shall be consistent with OCFCD standards, criteria, customs and practices and receive Director's and JWA's approval prior to commencement of construction through OCFCD's CPP process. 2.3.3 SANTA ANA shall provide the Project Representatives opportunities to review the PS&E at the 60% and 90% submittal levels and to provide timely comments prior to submittal of the PS&E to the relevant resource agencies that must issue permits for construction of the Project or O&M of the Facilities. The Project Representatives shall review the revised PS&E in a timely manner and indicate their approval or disapproval of the same to SANTA ANA. SANTA ANA shall address the comments in the drafts. SANTA ANA shall promptly provide each Project Representative with a reproducible copy of the PS&E as well as a copy of all Project -related documents. SANTA ANA shall be responsible for retaining all consultants necessary to prepare the PS&E and Approved Plans in accordance with applicable law. 2.4 Right-of-Wav 2.4,1 Prior to commencing construction, SANTA ANA shall obtain all necessary permits, easements, and any right of way necessary from landowners in order to use their respective properties for the construction and O&M of the Facilities. The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control. SANTA ANA shall be responsible for providing the legal descriptions required for right-of-way transactions needed for the Project, subject to the Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 13 of 69 23A-65 review and approval of the Parties which are to participate in the proposed right-of-way and/or interest transaction. 2.4.2 Prior to commencing Project construction, SANTA ANA shall work with OCFCD and JWA to obtain from the Irvine Company written concurrence that the proposed Project will not unreasonably interfere with their respective rights or interest in the subject property. 2.4.3 The Parties aelmowledge the primary purpose of the OCFCD/COUNTY right-of-way for the proposed Diversion Structure is for flood control purposes and operation of the Channel. If future circumstances necessitate relocation of the Diversion Structure, or if design requires additional right-of-way for the Project beyond that anticipated to be provided, the Parties shall meet and confer in good Nth to identify a preferred location or other alternatives which would not impede flood control operations. Costs of relocation shall be the responsibility of the Parties and shall be allocated among the Parties, other than OCWD and IRWD, based on Sponsorship shares as specified in Exhibit C2a attached herein. 2.5 Constriction 2.5.1 SANTA ANA shall be responsible for bidding, awarding, and administering the construction contract($) of the Project in accordance with the terms of this Agreement. 2.5.2 Upon compliance with CEQA, (and NEPA if applicable), certification and approval of all necessary environmental documents, approval by all of the Project Representatives of associated mitigation requirements, receipt of all regulatory agency approvals, filial approval of the PS&E and Approved Plans, and acquisition of right-of-way necessary for all work necessary for the Project, then SANTA ANA shall advertise a contract for construction of the Project for formal bids per applicable sections of t(ne California Public Contract Code. The Project Representatives shall have the opportunity to review all bids. If the lowest responsive and responsible bid would cause the Estimated Cost shown in Exhibit C3 (which includes the 20% contingency amount) to be exceeded, then the Project Representatives shall meet and confer and mutually agree by unanimous vote whether (i) SANTA ANA should award a contract for construction of the Project to the lowest responsive and responsible bidder, (ii) SANTA ANA should reject all bids and re -bid the Project, or (iii) the Parties shall terminate or amend this Agreement. If all conditions precedent to construction of the Project set forth in this Agreement have been satisfied, SANTA ANA shall award a construction contract to the lowest responsive, responsible bidder and enter into that contract with the Contractor. SANTA ANA shall obtain advance written approval from Parties Representatives for any construction contract change orders and the implementation thereof. 2.5.3 The Parties agree to cooperate in good faith and exercise best efforts in order to meet grant(s) requirements set forth in Exhibit F, to the best of their knowledge, and to assist the Project in complying with a project schedule established by SANTA ANA to meet the requirements of Project permits and approvals. In addition, certain activities necessary to complete the Project may result in delays, such as securing environmental certifications/approvals, permitting, securing rights-of-way, Force Majeure Events, and/or obtaining necessary approvals of the Parties relative to design and construction of the Project. Santa Ana -Delhi Channel Diversion Project Agreement Dr5-013 Page 14 of 69 23A-66 2,5.4 For purposes of this Section, a "Force Majeure Event" shall mean any of the following events that materially and adversely interferes with or increases the costs of performing SANTA ANA's obligations hereunder, provided that suoh event (or the effects of such event) could not have been avoided by SANTA ANA's use of reasonable efforts: naturally occurring events (such as landslides, underground movement, earthquakes, fires, tornadoes, hurricanes, floods, lightning, epidemics and other acts of God), Hazardous Material Management Activities (see Section 9), explosion, sabotage or other act of war or public enemy. 2.5,5 SANTA ANA shall require and ensure that the Contractor selected pursuant to this Section and each of the Contractor's subcontractors abide by the insurance requirements as specified in Exhibit G (Insurance, Bonds and Warranties), and name each Party and JWA as an additional insured, and that such Contractor's and subcontractors' indemnity, defense, hold harmless, and insurance obligations under SANTA ANA's agreement with the Contractor expressly benefit each other Party and JWA in the same manner and to the same extent as SANTA ANA. 15.6 SANTA ANA shall require and ensure that the Contractor, prior to commencement of construction, Punish a faithful performance bond, payment bond, and warranty bond in an amount equal to the estimated construction cost of the Facilities (including labor and materials) and to perform contract obligations. These bonds shall, at a minimum, comply with the requirements specified in Exhibit G. Each bond shall name the Parties and JWA as beneficiaries and grants each Project Representative the right to enforce the bond to complete the Facilities in compliance with all construction obligations including but not limited to those for warranties. SANTA ANA and the Project Representatives agree to not release the Contractor from its bond(s) without the first obtaining mutual written approval by the Project Representatives. 2.5.7 During constriction, SANTA ANA shall provide access for purposes of inspection by any Project Representative to ensure that the Project work is being performed in accordance with the Approved Plans. Any Party's entry during construction upon COUNTY Iand shall require prior notice to JWA. 2.5.8 After construction, SANTA ANA shall submit to OCFCD Director for written approval a Notice of Completion of the Diversion Structure and any other Facilities on OCFCD and/or COUNTY right-of-way, which approval shall not be unreasonably delayed, and only after receiving approval, file/record the approved Notice of Completion and furnish OCFCD two copies of the Notice of Completion and one (1) set of Mylar (reversed fixed — line photo Mylar) copies and electronic files in a format acceptable to OCFCD of the approved "Record Drawings" for the Facilities within OCFCD and/or COUNTY right-of-way. Approval shall be withheld only for world not completed per the Approved Plans. 2.5.9 SANTA ANA agrees to not release the Contractor from its performance bond or irrevocable letter of credit obligations prior to receipt of written approval from JWA and the Director to the Notice of Completion. 2.5.10 SANTA ANA shall be responsible to maintain the Charnel and all OCFCD and COUNTY improvements impacted by the Project and/or within Project construction areas, according to OCFCD/COUNTY and JWA standards and criteria, until OCFCD/COUNTY and Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 15 of 69 23A-67 JWA acceptance of the portion of the Facility within OCFCD, COUNTY, and/or JWA right-of- way in accordance with the terms herein. 2.6 Proiect Fund and Grant Administration 2,6,1 Within forty days of the Effective Date, SANTA ANA shall have established the Project Fund account in accordance with the terms herein and deposited into it any Grant finds and amounts paid by the Parties for Project in its possession. SANTA ANA shall be the Grant administrator and hold Grant funds and amounts paid by the Parties for Project Capital Costs in this separate Project Fund. SANTA ANA shall implement disbursements from the Project Fund to pay such Project costs as they become due and in accordance with the terms of the Grant and this Agreement. 2.6.2 SANTA ANA shall accept and use the OCWD's contribution of ONE MILLION DOLLARS and 00/100 ($1,000,000,00), made pursuant to Paragraph 2.6.4 below, for the Project construction cost. The funds shall be made available through an escrow account and paid when construction is completed. 2.6.3 SANTA ANA shall keep appropriate records and accounts of all costs. Said records and accounts shall be subject to reasonable inspection by Project Representatives at their expense and by any Grant funding authorities. Said accounts and records may be audited annually by an independent certified public accounting farm appointed by SANTA ANA pursuant to generally accepted auditing standards. Costs incurred due to this section are to be paid by the Party or Parties initiating the inspection or audit. SANTA ANA agrees to remain at all times in compliance with the terms of the Grant. 2.6.4 SANTA ANA shall forward to. OCWLk a copy of the Notice of Completion approved by the Director with written request for payment of the ONE MILLION DOLLARS and 00/100 ($1,000,000.00) pursuant to this Agreement. OCWD's contribution will be deposited into the Project Fund and used prior to SANTA ANA invoicing the remaining Parties as part of the final reconciliation of the Project Fund. 2.6.5 SANTA ANA shall provide Project Fund account statements with updated accounting reconciliations provided upon written request from a Project Representative. Any interest accrued on the Project Fund shall be for the benefit of the Project Fund. A final reconciliation and detailed accounting report will be provided by SANTA ANA upon completion of the Project to each Party. Within forty-five (45) calendar days of Project completion, any excess funds remaining in the Project Fund, minus any unexpended Grant funds, shall be distributed to the Parties per the proportionate shares specified in Exhibit C2. 2.7 Operation and Maintenance (O&M) 2.7.1 SANTA ANA shall be responsible for the preparation of the O&M Manual for the Facility and components thereof as part of the construction contract and its distribution to the Parties for review and approval by the Project Representatives. The Notice of Completion for the Facilities shall not be prepared until the, O&M Manual has been approved. SANTA ANA agrees Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 16 of 69 23A-68 the Facilities shall be exclusively for the mutual use and benefit of all the Parties and those additional parties allowed pursuant Section 8 below. 2.7.2 Within forty (40) days of the Effective Date, SANTA ANA shall pay the amount of ONE MILLION DOLLARS and 00/100 ($1,000,000.00) to OCFCD as the initial deposit of 0&M funds into the 0&M Account ("Initial O&M Deposit"). 2.7.3 Atter exhaustion of the Initial 0&M Deposits, SANTA ANA agrees to contribute to long -tern O&M costs per its proportionate share as specified in Exhibit C2. 2.8 Project Costs 2.8.1 SANTA ANA shall be reimbursed for its actual Project Costs and actual design and construction administrations costs not to exceed the estimated amounts shown on Exhibit C3. SANTA ANA shall prepare invoices accordingly and shall be reimbursed from the Project Fund after sending its invoice(s) with documentation substantiating its actual costs to the Project Representatives within 30 days of reimbursement. SECTION 3 RESPONSIBILITIES OF OCFCD AND COUNTY 3.1 General. Resnonsibilities 3.1.1 OCFCD and COUNTY ("OCFCD/COUNTY") shall review the Project plans and financially contribute toward the Project Fund as shown in Exhibit C2. Within forty (40) days of the execution of this Agreement, OCFCD and COUNTY shall deliver to SANTA ANA a hump stun amount for design, construction, and the annual O&M; not exceed ONE MILLION, SIX- I-IUNDRED TIIOUSAND ($1,600,000) as established per Exhibit C2, which will be deposited into the Project Fund Account. Upon sign -off of all related CPP at completion of Project construction according to the Approved Plan, OCFCD shall take ownership, ongoing long tern O&M for the portion of the Facility located upon OCFCD, COUNTY and/or JWA right-of-way, 3.2 Environmental Review / Permitting 3.21 OCFCD/ COUNTY and JWA shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project provided those commitments and conditions have been approved by the OCFCD/COUNTY Project Representative and applied to each Party's responsibilities under this Agreement. 3.2.2 OCFCD/ COUNTY Project Representative's prior review and approval of permit conditions and other resource agency approvals shall be required for any that affect or could impact the construction or O&M of the Diversion Structure within OCFCD or COUNTY right- of-way or facilities, or other OCFCD/ COUNTY O&M activities, 3.3 Design Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 17 of 69 23A-69 3.3.1 OCFCD, COUNTY and JWA shall review all draft and final design reports, calculations, and PS&E submitted by SANTA ANA for Project through the CPP process. Such OCFCD, COUNTY, JWA review and approval will be limited to review of the proposed Facilities on OCFCD, COUNTY or JWA right-of-way for conformance with OCFCD, COUNTY or JWA standards, criteria, customs, and practices; to review implications upon the Golf Lessee and proposed remedies, and to ensure the proposed will not interfere with the flood control function of the Channel. Subsequent to the OCFCD, COUNTY, JWA final PS&E approval that becomes the Approved Plans upon mutual acceptance by all Project Representatives, any material design change variance shall require mutual approval by all Project Representatives. Any design change which if implemented would materially alter the terns and financial obligations of the Patties shall require an amendment of this Agreement approved in writing by each Party's board or council. 3.4 Right of Way 3.41 Temporary Construction Easement Ninety (90) days prior to the commencement of any construction activities for the Project, JWA shall deliver to SANTA ANA a Temporary Construction Easement (TCE), substantially in the form of.Exhibit D attached, signed and acknowledged by the Airport Director and approved by The Irvine Company in accordance with COUNTY's vesting document obligations. If requested by JWA, SANTA ANA shall provide a legal description in accordance with Section 2.4.1 above for this TCE in a form acceptable to The Irvine Company, COUNTY and OCFCD. 3.4.2 Easement Prior to the contrnencement of any construction activities for the Project, if deemed necessary, JWA shall deliver to the OCFCD's Director an easement deed substantially in the form of Exhibit E, with a legal description provided by SANTA ANA in accordance with Section 2.4, I above that has been approved by The Irvine Company in accordance with the terms of COUNTY's vesting deed. The easement would convey rights to OCFCD needed for O&M of the portion of the Facilities located. on COUNTY land. OCFCD/COUNTY/JWA legal and administrative costs associated with this easement are a Project cost in Exhibit C3, SANTA ANA shall receive invoices accordingly from JWA and COUNTY for payment of said costs. SANTA ANA shall pay invoices as they become due from the Project Fund. JWA and COUNTY shall keep appropriate records and accounts supporting amounts invoiced. Said records and accounts shall be subject to reasonable inspection by Project Representatives at their expense and by any Grant funding authorities. 3.5 Construction 3.5.1 In order to reduce Project costs, OCFCD, COUNTY and JWA shall waive any costs or fees with respect to the permits issued by either of them in furtherance of the Project. The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 18 of 59 23A-70 3.5.2 During construction OCFCD, COUNTY and 1WA, their agents, employees and contractors, shall have adequate access to Project areas, to perform their responsibilities pursuant to any issued CPP, this Agreement, and activities authorized under the Orange County Flood Control Act, OCFCD and COUNTY shall assign the Oversight Inspector to verify that construction of the Diversion Structure and other Facilities on OCFCD and COUNTY right-of- way are accomplished in a good, workman -like manner and in accordance with the Approved Plans per OCFCD aid COUNTY standard. The Oversight Inspector shall notify JWA and SANTA ANA's Project inspector of any issue with construction per the terms of the CPP. 3.5,3 Upon receipt of notification by SANTA ANA that the Facilities (including the Diversion Structure) have been substantially completed, the CPP Inspector shall conduct a walls -through to provide a list of outstanding items, if any, needed to close out the construction permit. The Oversight Inspector shall communicate his/her concerns on all matters related to construction of Facilities within, or affecting OCFCD and/or COUNTY's right-of-way through SANTA ANA's Project inspector. Upon completion of the construction and satisfaction of all outstanding items, the Director shall provide SANTA ANA with written approval that construction of the Diversion Structure has been completed per the Approved Plans and the related CPP shall be signed off. Upon sign -off of all related CPP at completion of Project construction according to the Approved Plan, OCFCD/COUNTY shall take ownership and long-term O&M. 3.5.4 OCFCD/COUNTY costs associated with the Oversight Inspector, CPP, and any other independent inspection of the Project construction are a Project cost in Exhibit C3. SANTA ANA shall receive invoices accordingly through CPP for payment of said costs. SANTA ANA shall pay invoices as they become due from the Project Fund. OCFCD/COUNTY shall keep appropriate records and accounts supporting amounts invoiced. Said records and accounts shall be subject to reasonable inspection by Project Representatives at their expense and by any Grant funding authorities. 3.6 Grant 3.6.1 OCFCD/COUNTY acknowledges the Project is made possible by virtue of certain Grants and agrees to make every effort to assist and cooperate with SANTA ANA, the Grant Administrator, for the Project to remain in fall compliance with the terms of the Grant. 3.7 Operation and Maintenance 3.7.1 Upon OCFCD/COUNTY acceptance of Facilities within OCFCD/COUNTY and/or JWA right-of-way, OCFCD shall either perform Facility O&M or alternatively, OCFCD shall enter into a contract for a third party ("O&M Contractor") to perform the Facilities O&M. The Facilities shall be operated and maintained in accordance with the terms approved by the Director as set forth in the O&M Manual. An approved 0&M Manual pursuant to Section 2.7 above and O&M contracts covering the entire Facilities shall be provided to OCFCD/COUNTY, JWA and COSTA MESA by SANTA ANA prior to completion of Project construction to ensure long-term Facility O&M. In the case where OCFCD or COSTA MESA has chosen to perform their respective O&M duties without the aid of an independent contractor, an O&M contract may not be required. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 19 of 69 23A-71 3.7,2 OCFCD and COSTA MESA shall ensure their O&M Contractor and those performing O&M abide by the Insurance Requirements as specified in Exhibit G (Insurance, Bonds, and Warranties), and name each Party and JWA as an additional insured, and that such Contractor's and subcontractors' indemnity, defense, hold 'harmless, and insurance obligations under their respective O&M contract with the Contractor and that it expressly benefit each other Party and JWA in the sante manner and to the same extent as if they were the original signatories of said contract. OCFCD and COSTA MESA shall further ensure workers including third, party contractors follow the O&M Manual and other maintenance manuals or guides for the Facilities. 3.7.3 Within fifteen (15) days of written notice from a Project Representative of a necessary repair and/or replacement or other remedial action for compliance with the O&M Manual or this Agreement, the O&M Contractor, OCFCD and/or COSTA MESA depending upon the location in need, of said work shall promptly take action to perform the necessary work. Should that party not commence or diligently work toward completion of the repairs, replacement, and/or remedy required, the Project Representative may perform or cause the repairs, replacement, and/or remedy to be completed, and the costs thereof may be reimbursed from an O&M Fund. 3.7.4 If in the course of normal O&M Facility operations, OCFCD/COiTNTX notice unusual types and quantities of debris and trash collected at the Facility, the Director will so notify the Parties who may discuss what upstream debris and trash reduction measures should be implemented in the tributary system to resolve this issue which would be addressed in a separate agreement, not included within obligations herein. Costs to implement these measures, as possible, will not be assessed against an O&NI Fund unless agreed to by the Parties. Each Party shall maintain its infrastructure, as needed, to minimize the conveyance of any debris and trash to the Diversion Facility. If unusual amounts of debris are found in the Facility, the Parties will discuss what upstream debris and trash reduction measures should be implemented in the tributary system to resolve this issue. 3.7.5 Operational and Maintenance Costs Within 40 days of the Effective Date, SANTA ANA shall disburse an upfront, lump -sum initial $1,000,000 payment into the O&M Fund of OCFCD as the Initial O&M Deposit. A Party's proportionate share obligation to fund Additional Annual O&M Costs are to be paid as indicated on Exhibit C2 on, or before January lot of each year, or as otherwise established in writing by the Parties. OCWD and IRWD shall not have any obligation to firnd Additional O&M Costs. Amounts paid by the Parties for Additional Annual O&M may be deposited into separate O&M Fund accounts held by either OCFCD or COSTA MESA designated for O&M of the Facilities. OCFCD and COSTA MESA shall pay costs out of their respective O&M Funds as they become due and in accordance with the terms of this Agreement. COSTA MESA O&M Fund and charges are addressed in Section 5. 3.7.6 Overhead 3.7.6.1 All O&M costs for Project Facilities allocated to the Parties in accordance with the terms herein shall include the cost of OCFCD/COUNTY labor, services and equipment, determined on a time and material basis, using the actual number of man-hours and equipment -hours required Santa Ana -Delhi Charnel Diversion Project Agreement D15-013 Page 20 of 69 23A-72 (including travel time to and from their respective facilities), multiplied by the applicable rates for the crew members and equipment deployed. After-hours services (defined as between 5:00 p.m, on a working day and 7:00 a.m. on the next, following work -day; a "work day" shall exclude Saturday, Stmdays and designated holidays for OCFCD/COUNTY unless otherwise approved by the respective Project Representative for OCFCD/COUNTY) will be charged at time and a half, Equipment and material rates shall be approved by the Project Representative for OCFCD/COUNTY and in accordance with OCFCD/COUNTY's respective standards and practices. 3.7.6,2 The labor rates are comprised of direct and indirect components. The direct labor rate component is adjusted periodically by the authorized representatives of OCFCD/COUNTY as salary adjustments, which may include cost of living, competitive wage, benefit and annual hourly -rate schedule increases. The indirect component of the labor rate reflects the general and administrative cost, which shall include burden rates as established by OCFCD/COUNTY covering costs associated with overhead, contract management and other services provided (`Burden Rate"). As of the Effective Date, the Burden Rate for OCFCD/COUNTY is Seventy Four Point Three Six Percent (74.36%). The Parties acknowledge said Burden Rate is subject to change, and agree to pay the Burden Rate in effect when labor, services or equipment are provided. 3.7.7 Nuisance Prevention Measures. The Parties acknowledge the Diversion Structure is situated on COUNTY land withcertain recorded deed restrictions and conditions prohibiting use of the land for any purpose which would constitute a nuisance or be offensive to the senses, health or safety of persons occupying the land or adjoining land. The Parties further agree OCFCD/COUNTY, the Director, an O&M Contractor or any party upholding the O&M duties of those portions of the Facilities on COUNTY land may take any reasonable action and incorporate cleaning and maintenance measures designed to reduce or eliminate odors or others aspects of the Facilities or Project at the site which might violate the aforementioned nuisance deed restrictions or to remedy a matter of particular concern they have been alerted to by person occupying the land or adjoining land. Costs associated with any such action, measure, and communications concerning these matters shall be reimbursed from the O&M Fi.md or Reserve Fund. The schedule for regular occurring maintenance, removal and hauling of trash and debris may be adjusted at the Director's sole discretion, The O&M Manual shall not limit the ability to adapt maintenance procedures or restrict implementation of alternate preventive measures to avoid the presence of a nuisance. 3.7.8 Hauling, Disposal and Dische Costs. Facilities O&M requires the handling, extraction, hauling and disposal of solids and the discharge of diverted flows; therefore, the Parties, with exception of OCWD and 1RWD, agree to jointly share in the responsibility for any such costs and charges associated therewith. Each Party shall pay its respective proportionate share of these costs as an O&M cost obligation, Notwithstanding the foregoing, the Parties agree to abide the terms in Section 9 (Hazardous Material) concerning the presence of a hazardous or toxic substances, material or waste and that this section shall not be interpreted as restricting or limiting a Party's hazardous material responsibilities herein or under federal or state law. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 21 of 69, 23A-73 3.7.9 Reserve Fund After exhaustion of the Initial O&M Deposit, a portion of the O&M fund may be deposited and designated as the Reserve Fund which is to be used to repair or replace the Facilities, Project - related Charnel improvements and/or appurtenances, or portions thereof, damaged due to a catastrophic event (e.g. a severe storm, seismic activity, or fire). . COSTA MESA may utilize Reserve Funds for the portions of the Facilities it shall own and maintain by having their Project Representative send a written request with supporting documentation to the Director that specifies use of :funds consistent with Reserve Fund purposes. The Director shall provide Reserve Fund account statements with the annual O&M Fund reporting. Additional Annual O&M Costs contributions from the Parties, in accordance with the terms herein, are to be used to replenish the O&M Fund and Reserve Fund, . 3.7.10 Additional Annual O&M Costs A Party's proportionate share obligation to fund Additional Annual O&M Costs are to be paid as indicated on Exhibit C2 to OCFCD on, or before January 181 of each year, or as otherwise established in writing by the Parties. OCWD and IRWD shall not have any obligation to fund Additional O&M Costs. OCFCD shall pay casts out of its O&M Fund as they become due and in accordance with the terms of this Agreement. 3.7.11 After exhaustion of the Initial O&M Deposit, OCFCD/COUNTY agree to contribute to long term O&M costs per its joint proportionate share as specified in Exhibit C2. 3.7.12 Records OCFCD shall maintain a complete set of records and accounts of all O&M Costs, maintenance activities and schedules in accordance with generally accepted accounting principles. Upon reasonable notice, OCFCD shall permit a Party or Parties' Project Representatives to inspect and audit all world, materials, payroll, books, accounts, and other data and records of OCFCD. Project Representatives shall also have the right to reproduce any such books, records, and accounts. The above provisions with respect to audits shall extend to and/or be included in contracts with OCFCD'S contractors. Costs incurred pursuant to this section are to be paid by the Party or Parties initiating any inspection or audit, 3.7.13 O&M Cost Annual Report OCFCD shall provide Sponsors an amival report of O&M Account transactions; that includes, O&M Costs, the O&M Fund of OCFCD and any Reserve Fund maintained by OCFCD. Should the Initial O&M Deposit be depleted to less than $400,000 by the end of the fifth year of Facility operations, OCFCD shall so notify all Project Representatives who may meet and confer to evaluate if changes in O&M and fiscal strategies should be implemented, and to ensure enough funds by the Sponsors are available for OCFCD and COSTA MESA to satisfy their respective O&M responsibilities. Santa Ana•Delbi Channel Diversion Project Agreement D15-013 Page 22 of 69 23A-74 SECTION 4 RESPONSIBILITIES OF NEWPORT BEACH 4.1 General Resonsibilities NEWPORT BEACH shall review the Project's plans and financially contribute toward the Project Fund as indicated in Exhibit C2, 4.2 Environmental Review; Permitting NEWPORT BEACH shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project as those commitments and conditions apply to their responsibilities under this Agreement. Notwithstanding the foregoing, NEWPORT BEACH through its designated Project Representative shall review and approve all permit conditions and other resource agency approvals that affect the construction and O&M of the Facilities, or any portion thereof within its jurisdiction and in, on, or about its right-of-way as to its respective compliance with applicable Regulations. 4,3 Design NEWPORT BEACH shall review all draft and final Project design reports, and PS&E submitted for their approval and shall have its Project Representative respond in writing to SANTA ANA as to a submittal's review for approval in a timely manner. Subsequent to approval of the final design, any material design change variance shall require mutual approval by the Project Representatives. 4.4 Right of Wttv As indicated in the Prelinrinary PlanExhibit B no pipelines for the Project are proposed to be installed within the public right-of-way of NEWPORT BEACH, However, in the event the final design necessitates the use of public right-of-way and in order to reduce Project costs, provided that a request is in compliance with all permits and regulatory approvals, NEWPORT BEACH shall allow the Project Facilities or portion thereof (including the aforementioned pipelines) to be constructed, operated, and maintained, after an appropriate review, within its respective right of way. Any additional project costs shall be shared by the Parties other than OCWD and IRWD. 4,5 Construction NEWPORT BEACH shall waive any costs or fees with respect to the permits issued by it in furtherance of the Project. The terns and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terns and conditions of this Agreement shall control. Prior to SANTA ANA's construction completion of the Diversion Structure and other Facilities, NEWPORT BEACH shall have its respective Project Representative conduct a walls -through to promptly review the improvements and provide any comments. Upon satisfaction of any and all Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 23 of 69 23A-75 the comments or items, NEWPORT BEACH shall have its Project Representative provide written approval to SANTA ANA that the Facilities have been constructed in accordance with the Approved Plans or are otherwise acceptable. 4.6 Contribution 4.61 Within forty (40) days of the execution of this Agreement, 'NEWPORT BEACH shall deposit a lump sum amount of ONE MILLION, FNE-HUNDRED THOUSAND DOLLARS and 00/100 ($1,500,000.00), as established per Exhibit C3, into the Project Fund Account. 4.6.2 After exhaustion of the Initial O&M Deposit, NEWPORT BEACH agrees to contribute to long term 0&M costs per its joint proportionate share as specified in Exhibit C2. SECTION 5 RESPONSIBILITIES OF COSTA MESA 5.1 General Responsibilities COSTA MESA shall review the Project plans and financially contribute toward the Project Fund as shown in Exhibit C2. In furtherance of the Project, Costa Mesa may include the installation of a segment of the Project's force main in conjunction with one of their City's current construction contracts. In this case, costs to construct this portion shall off -set its financial contribution shown in Exhibit C2. Upon completion of the Project, COSTA MESA shall take ownership, ongoing long-term O&M responsibilities for the Project force main or pipeline, excluding those portions which are part of the Facilities located on OCFCD, COUNTY and/or JWA right-of-way. 52 Environmental Review / Permitting. COSTA MESA shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project as those commitments and conditions apply to its responsibilities tinder this Agreement. Notwithstanding the foregoing, COSTA MESA through its designated Project Representative shall review and approve all permit conditions and other resource agency approvals that affect the construction and O&M of those portions of the Facilities not on OCFCD, COUNTY and/or JWA right-of-way as to its respective compliance with applicable Regulations. 5,3 Design COSTA MESA shall review all draft and final Project design reports, and PS&E submitted for its approval and have its Project Representative respond in writing to SANTA ANA in a timely manner. Subsequent to approval of the final design, any material design change variance shall require mutual approval by the Project Representatives. Santa. Ana -Delhi Channel Diversion Project Agreement D15-013 Page 24 of 59 23A-76 5.4 Right of Way As indicated in the Preliminary Plan Exhibit B pipelines for the Project are proposed to be installed within the public right-of-way of COSTA MESA, In order to reduce Project costs, provided that a request is in compliance with all permits and regulatory approvals, COSTA MESA shall allow the Project Facilities or portion thereof (including the aforementioned pipelines) to be constructed, operated, and maintained within its respective right of way at no additional cost. 5.5 Construction In order to reduce Project costs, COSTA MESA shall waive any costs or fees with respect to the permits issued by it in furtherance of the Project. The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control. Upon receipt of notification that the Facilities or separately constructed portions thereof have been substantially completed, COSTA MESA shall have its Project Representative conduct a wallc-through to promptly review the improvements and provide any comments as to any portion of the Facilities not on OCFCD, COUNTY and/or JWA right-of-way. Upon satisfaction of any and all the comments or items, COSTA MESA shall have its Project Representative provide written approval to SANTA ANA that said Facility components have been constructed in accordance with the Approved Plans or otherwise acceptable. Said notice shall be deemed COSTA MESA'S acceptance of ownership and maintenance responsibility for the portions of the Facilities not on OCFCD, COUNTY and/or JWA right-of-way. 5.6 Contribution 5.6.1 Within forty (40) days of the execution of this Agreement, COSTA MESA shall deposit a lump sum amount of SIX -HUNDRED THOUSAND DOLLARS AND 00/100 ($600,000.00), as indicated in Exhibit C2, into the Project Fund Account, COSTA MESA has the option to construct a segrnent of the force main in conjunction with one of their construction contracts; in this case, costs expended to construct this portion shall off -set their financial contribution as established herein; in which their portion of the $600,000 shall be used. SANTA ANA shall advance COSTA MESA, ander separate agreement, the $600,000 and any additional (ands required for the construction of a portion of the force marry with one of their construction contracts. COSTA MESA shall reimburse SANTA ANA as stipulated per their agreement. 5.7 Operation and Maintenance 5.7.1 Upon COSTA MESA acceptance of certain Facility pipeline and appurtenant components, COSTA MESA or its contractor shall perform the O&M for said improvements with all expenses and costs reimbursed from an O&M Fund, as specified in Section 3.7.3 or Reserve Fund. The Facilities shall be operated and maintained in accordance with the terms as set forth in the O&M Manual. COSTA MESA shall ensure any of its contractors performing O&M on the Facilities abide by the Insurance Requirements as specified in Exhibit G (Insurance, Bonds, and Warranties), and name each Party and JWA as an additional insured, and Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 25 of 69 23A-77 that such contractor's and subcontractors' indemnity, defense, hold harmless, and insurance obligations under their respective contract expressly benefit each other Party and JWA in the same manner and to the same extent as if they were the original signatories of said contract. COSTA MESA shall further ensure workers including third party contractors follow the O&M Manual and other maintenance manuals or guides for the Facilities. 5.7.2 Within twenty (20) days of written notice from a Project Representative of a necessary repair and/or replacement or other remedial action for compliance with the O&M Manual or this Agreement within those portions of the Facilities owned and maintained by COSTA MESA, COSTA MESA shall promptly take the remedial action to perform or have its contract perform the necessary work. Should it not commence or diligently work toward completion of the repairs, replacement, and/or remedy required, OCFCD may perform or cause the repairs, replacement, and/or remedy to be completed, and the costs thereof may be reimbursed by invoicing the other Parties according to their proportionate share as shown in Exhibit C2 and the terms herein. 5.8 Additional Annual O&M Costs 5,8.1 A Party's proportionate share obligation to fund Additional Annual O&M Costs are to be paid as indicated on Exhibit C2 on, or before January 1" of each year, or as otherwise established in writing by the Parties. OCWD and IRNVD shall not have any obligation to fund Additional O&M Costs. COSTA MESA shall pay costs out of its O&M Funds by collaborating with OCFCD to acquire said funds for Facility O&M Costs in accordance with the terms of this Agreement. 5.9 O&M or Reserve Fund Utilization 5.9.1 In addition to reimbursement for payment of expenses, COSTA MESA may recover as O&M costs allocated to the Parties in accordance with the terms herein its labor, services and equipment costs determined on a time and material basis, using the actual number of man-hours and equipment -hours required (including travel time to and from their respective facilities), multiplied by the applicable rates for the crew members and equipment deployed. After-hours services (defined as between 5:00 p.m, on a working day and 7:00 a.m. on the next, following work -clay; a "work day" shall exclude Saturday, Sundays and designated holidays for COSTA MESA unless otherwise approved by the respective Project Representative for COSTA MESA) will be charged at time and a half. Equipment and material rates shall be approved by the Project Representative for COSTA MESA, as the case may be, and in accordance with its respective standards and practices. 5.9.2 The labor rates are comprised of direct and indirect components. The direct labor rate component is adjusted periodically by the authorized representatives of COSTA MESA as salary adjustments, which may include cost of living, competitive wage, benefit and annual bourly-rate schedule increases. The indirect component of the labor rate reflects the general and administrative cost, which shall include COSTA MESA Burden Rate. As of the Effective Date, the Burden Rate for COSTA MESA is 89%. The Patties acknowledge said Burden Rate is subject to change, and agree to pay the Burden Rates in effect when labor, services or equipment are provided, Santa Ana -Delhi Channel Diversion Project Agreement D15.013 - Page 26 of 69 23A-78 5.9.3 COSTA MESA may utilize Reserve Funds to repair or replace the Facilities or portions thereof, damaged due to a catastrophic event (e.g. a severe storm, seismic activity, or fire) by sending a written request with supporting doomacntation to the Director that specifies a use of funds consistent with Reserve Fund purposes, Upon completion of work paid with Reserve Funds, COSTA MESA shall send OCFCD an accounting of expended funds and return any unused funds for deposit back into the Reserve Account. 5.9.4 After exhaustion of the Initial O&M Deposit COSTA MESA agrees to contribute to long terns O&M costs per its joint proportionate share as specified in Exhibit C2. 5.10 Records COSTA MESA shall maintain a complete set of records and accounts of all O&M costs, maintenance activities and schedules in accordance with generally accepted accounting principles. Upon reasonable notice, COSTA MESA shall permit a Party or Parties' Project Representatives to inspect and audit all work, materials, payroll, books, accounts, and other data and records of COSTA MESA. Project Representatives shall also have the right to reproduce any such books, records, and accounts. The above provisions with respect to audits shall extend to and/or be included in contracts with COSTA MESA'S contractors. Costs incurred due to this section are to be paid by the Party or Parties initiating any inspection or audit. SECTION 6 RESPONSIBILITIES OF IRWD 6.1 General Responsibilities IRWD shall review the Project's plans and financially contribute toward the Project Fund as shown on Exhibit C 1. 6.2 Environmental Review: Permittin IRWD shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project as those commitments and conditions apply to its responsibilities under this Agreement, 63 Desi¢n IRWD shall review all draft and final Project design reports, and PS&E submitted for its approval. IRWD's Project Representative shall respond in writing to SANTA ANA as to a submittal's review for approval in a timely manner. Subsequent to approval of the final design, any material design change variance shall require mutual approval by the Project Representatives, 6.4 Right of Way - Intentionally deleted Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 27 of 69 23A-79 6,5 Construction IRWD shall waive any costs or fees with respect to the permits issued by IRWD in furtherance of the Project The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control, Prior to SANTA ANA's construction completion of the Diversion Structure and other Facilities, IRWD shall have its Project Representative conduct a walk -thorough to promptly review the improvements and provide any comments. Upon satisfaction of any and all the continents or items, IRWD shall have its Project Representative provide written approval to SANTA ANA that the Facilities have been constructed in accordance with the Approved Plans or are otherwise acceptable. 6.6 Contribution 6.6.1 Within forty (40) days of the later of (i) execution of this Agreement or (ii) the expiration of the applicable challenge periods for the Project environmental documentation or (iii) the resolution of all court actions challenging such environmental documentation, IRWD shall make a one-time lump sum payment of ONE HUNDRED AND NINETY-FIVE THOUSAND DOLLARS ($195,000), as denoted per Exhibit Cl, into the Project Fund Account. 6.63 LRWD shall not be obligated to pay or contribute to O&M costs or required to contribute to the Reserve Fund for the Facility. Provisions in this Agreement stating IRWD's non - responsibility for particular costs or contributions shall not limit the generality of this Section. 6.7 Discharges During the Term 6.7.1 IRWD shall have the right to continue to apply for permits consistent with the terms and conditions of IRWD's existing CPP issued permits Nos. 2015-00435, 201.5-00443, 2015-00444, 2015-00445, 2015-00461, 2015-00439, 2015-00440 and 2015-00441 allowing for their discharge(s) into Santa Ana Gardens Channel (which fiwther discharges to the Channel) from its Well Nos. IRWD-1, IRWD-11, IRWD-C-8, and IRWD-C-9, and directly into the Channel from its Well Nos. IRWD-2, IRWD-4, IRWD-5 and IRWD-6, or any replacements to these wells in kind, with similar discharge release, quantities and timing. 6.7.2 COUNTY shall not unreasonably cancel or withhold renewal of any such discharge permits to IRWD, which are in fall compliance and effect on the Effective Date, on substantially the same terms and conditions, provided IRWD abides by COUNTY's permit application and renewal process with payment of applicable standard fees. SECTION 7 ORANGE COUNTY NATER DISTRICT 7.1 General Responsibilities The Project proposes to divert dry -weather flows an Orange County Sanitation District ("OCSD") trunk line for conveyance to its sanitary sewer treatment plant and thereafter to the Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 28 of 69 23A-80 OCWD Groundwater Replenishment System. In furtherance of the Project, OCWD will make a one-time, lump -sum payment of ONE MILLION DOLLARS ($1,000,000) toward the Project construction costs ("OCWD Project Contribution") pursuant to the terms and conditions provided herein, OCWD shall have no responsibility for the design, construction, operation, maintenance or repair of the Project. OCWD's sole responsibility under this Agreement shall be payment of the OCWD Project Contribution in accordance with the terms herein. 7.2 Environmental Review; Permitting. Intentionally deleted 7.3 Design. Intentionally deleted 7.4 Right of Way. Intentionally deleted 7.5 Construction. Intentionally deleted 7.6 Contribution. Within fifteen days of receipt from SANTA ANA of a copy of the issued Notice of Completion, OCWD shall pay SANTA ANA the OCWD Project Contribution. OCWD shall not be responsible for sharing the O&M Costs to operate and maintain the Facility or required to contribute to the Reserve Fund for the Facility. 7.7 Water Recipient. OCWD agrees to receive water generated by the Project by allowing flows which are diverted by the Project into an OCSD trunk line and sanitary treatment plant to be conveyed via transmission pipelines into OCWD's Groundwater Replenishment System. The Parties mutually agree that neither the Project nor operation of the Facilities shall require OCWD to pay for its receipt of the Project's water (other than OCWD's payment of the OCWD Project Contribution). Nothing contained in this Agreement or in any document related hereto shall be construed to imply any representation or warranty, either express or implied, by any Party as to the quantity, quality, nature or condition of water or flows diverted by virtue of the Project or a guarantee with regard to water rights or any interest therein. SECTION 8 INDEMNIFICATION 8.1 In contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code, each Party, pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government Code, hereby agree to and shall indemnifyand hold harmless the other Parties as provided in this Section. 8.2 SANTA ANA shall assume the defense of, indenmify and hold harmless the other Parties and JWA, and each of their elected or appointed officers, employees, officials, volunteers, and Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 29 of 69 23A-81 agents from and, against any and all actions, damages, liability or claims for death, injury, loss, damage or expense to persons or property arising from or related to, or claimed to have arisen from or be related to, the Diversion Structure, the Facilities and/or the Project or implementation of this Agreement, including claims or liability associated with SANTA ANA's responsibilities herein, including but not limited to, environmental compliance, design, construction, replacement, use, operation, maintenance, and/ or repair, of the segment of Channel impacted by the Project, the Diversion Structure, and/or the Facilities, or resulting from SANTA ANA's breach of its obligations under the Agreement, except to the extent such actions, damages, claims, losses, expenses or liabilities have arisen from or relate to the willful misconduct or negligent acts of the indemnified Party, or result from such Party's breach of its obligation(s) under the Agreement. 8.3 Each of the Parties, other than SANTA ANA and OCWD, shall assume the defense of, indemnify and hold harmless the other Parties and JWA, and each of their elected or appointed officers, employees, officials, volunteers and agents from and against any and all actions, damages, liability or claims for death, injury, loss, damage or expense to persons or property arising from or related to, or claimed to have arisen from or be related to, the willful misconduct or negligent acts or omissions of, or result from the breach of this Agreement by, such Party in connection with its participation in the Project or use of the Diversion Structure or other component of the Facilities, except to the extent such actions, damages, claims, losses, expenses or liabilities have arisen from the willful misconduct or negligent acts or omissions of., or result from the breach of this Agreement by, the indemnified. Party. If judgment is entered against all the Parties by a court of competent jurisdiction because of the concurrent active negligence or improper acts of one or more Parties, the Parties agree that liability will be apportioned as determined by th.e court. No Party shall request a jury apportionment. 8.4 To the fullest extent permitted by law, each of the Parties other than IRWD, shall defend, indemnify, protect, and hold havmless OCWD, its officers, agents, employees, and independent contractors (OCWD Indemnitees) from and against any and all liabilities, actions, suits, claims, demands, losses, costs, tortious, contractual, condemnation, inverse condemnation, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons, for damage to property, or liability of any kind or nature which OCWD Indemnities may sustain or incur upon them or any of them as a result of, arising out of, or in any way connected with this Agreement, use, operation, maintenance, replacement, and/ or repair of improvements, the segment of Charnel in association with the Project, the Diversion Structure, and Facilities or portions thereof, from any violation of any federal, state, or local law or ordinance, except to the extent such Claims are alleged to be proximately caused by the negligent acts, omissions or willfiul misconduct of OCWD Indemnities in connection with or arising out of this Agreement, or the performance or breach of this Agreement or the O&M Manual. SECTION 9 HAZARDOUS MATERIAL 11HM-1" is defined as hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law existing prior to the Project Santa Ana -Delhi Chamiel Diversion Project Agreement D15-013 Page 30 of 69 23A-82 and not disturbed by the Project. "HM -2" is defined as hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the Project or as a result of the Project. "HM Management Activities" is defined as management activities related to either HM -1 or HM -2 including, without limitation, any necessary manifest requirements, clean-up and disposal facility designations. If HM -1 or HM -2 is found during Project implementation, SANTA ANA will immediately notify the Parties. The Parties are responsible for any HM -1 found within property they own to the extent provided by applicable law, and entry into this Agreement shall not cause that liability to be assumed by or transferred to any other Party. If HM -1 is discovered, the Parties will meet to determine the most cost-effective solution to deal with the HM -1 including, but not limited to, changes to the Project. Unless otherwise mutually agreed by the Parties, other Parties shall not be responsible for the cost of HM Management Activities related to HM -1 on another Party's property, if any. If HM -2 is found within Project limits, SANTA ANA will be responsible for HM Management Activities related to HM -2 within the Project limits. HM -2 related HM Management Activities during construction shall be paid as a Project construction cost. HM -2 related HM Management Activities after construction shall be paid from an O&M Fund in accordance with the terms herein. SECTION 10 REGULATORSCREDITS & OFFSETS If the Project is considered a qualified offset program by the Regional Board, such that load reductions create regulatory credits or offsets that may be traded among the Parties or collectively traded or sold to others by actions taken by a Party's Project Representative, the Parties agree that the credits will accrete to the Sponsors in proportion to their Sponsorship Share on Exhibit C2a or C2b, whichever is then in effect. Prior to -offering its regulatory credits or offsets for trade or sale to others, a Sponsor through its associated Project Representative shall first present such offer to the other Sponsors' Project Representatives who shall have a first right of refusal, to acquire according to their Sponsorship Share. SECTION 11 ADDITIONAL POINT SOURCE PARTICIPANTS 11.1 At any time the Project Facilities becoming operational, additional parties may wish to participate in the Project. Parties may initiate negotiations with others that move into the Watershed Area, such that they could enter into an agreement as all Additional Participant to receive regulatory compliance, offsets or credits offered by the Project, provided that the party appropriately contributes toward the O&M costs. 11.2 Additional Participants shall enter into an agreement with a term coinciding with this Agreement that is signed by all Parties. The Additional Participant shall agree to comply with the terms and conditions herein (excluding those pertaining solely to the Project's design and construction) and to pay invoices for their Cost Share of O&M costs within forty (40) clays of receipt of an invoice. Each Additional Participant shall indemnify and hold the Parties and ,IWA and each of their elected or appointed officers, employees, officials, volunteers, and agents from and against any and all actions, damages, liability or claims for death, injury, loss, damage or Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 31 of 69 23A-83 expense to persons or property arising from or related to, or claimed. to have arisen from or be related to, the willful misconduct or negligent acts or omissions of, or result from the breach of this Agreement by, such Party in connection with its participation in the Project or use of the Diversion Structure or other component of the Facilities. Additional Participants shall not have a Project Representative for this Agreement, unless such party later becomes an assignee or successor of a Party. 11.3 After entering into an Additional Participant agreement the Parties may amend the Cost Share percentages, with any material alteration in the financial obligations of the Parties requiring an amendment to this Agreement to be approved in writing by the Party's board, council, or governing body. Additional Participants' Cost Share shall include a premium above what is attributable to them by virtue of their Watershed acreage percentage, percentage of discharge or acknowledged benefit. An additional One Point Five Percent (1,5%) premium shall be paid by the Additional Participant into an O&M Fund. The amount of premium may be revised by written approval of the Project Representatives. SECTION 12 SUCCESSORS AND ASSIGNS This Agreement shall inure to and be for the benefit of the successors and assigns of the Parties hereto. A Party shall not assign or delegate its responsibilities or performance rider this Agreement, nor any part thereof, without the prior written consent of the non -assigning Parties. Prior to any such assignment or conveyance, that Party shall provide the Project Representatives with the proposed assignee's written assumption of all of the respective Party's responsibilities and obligations pursuant to this Agreement. Such consent shall not be unreasonably withheld. Any purported assignment, conveyance or encumbrance of any of the Facilities without such unanimous written consent shall be null and void, In the event of any assignment, conveyance, and/or encumbrance of a Party's respective interests in the Watershed Drainage Area right-of-way, that Party shall provide the other Parties at least three (3) months' written notice of any such proposed transaction or event. SECTION 13 ATTORNEY'S FEES Unless otherwise specified herein, in any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the Parties shall each bear their own attorney's fees, costs and expenses. SECTION 14 ENTIRE AGREENJMNT; GOVERNING LAW; ANIENDMENT; COUNTERPART; AVAILABILITY OF FUNDS 14.1 Entire Agreement. This Agreement including the Exhibits and all applicable permits and CPP constitutes the entire agreement between the Parties hereto and supersedes all prior agreements and ruiderstandings, both written and oral, among the Parties with respect to the subject matter hereof. Notwithstanding the foregoing, this provision shall not release any Party Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 32 of 69 23A-84 from any obligations under any prior agreements to be performed through the Effective Date or from any obligations of indemnification based upon events occurring prior to the Effective Date. This Agreement shall be construed as if prepared by all Parties hereto. 14.2 Governing Law. California law shall govern the interpretation of this Agreenent. Any action or proceeding brought to enforce the Agreement, or related to the Agreement, shall be brought in Orange County, California, notwithstanding the provisions of California Code of Civil Procedure Section 394. 14.3 Amendment. Any amendment to this Agreement shall be made in writing and signed by all of the Parties hereto. 14.4 Counterpart. The Agreement and any amendment hereto may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14.5 Availability of Funds. All obligations of the Parties, including those exercised through the Project Representatives, under the terms of this Agreement are subject to the availability of funds appropriated for this purpose, and nothing herein shall be construed as obligating any Party to expend or as involving any Party in any other contract or obligation for the future payment of money in excess of appropriations authorized by law. SECTION 15 NOTICES Any notices given pursuant to the Agreement or regarding matters contained within this Agreement shall be deemed delivered upon personal delivery or five (5) days after deposit in the United States Mail, first class, postage prepaid, addressed to the Project Representative of each Party at the address included in the signature section. Notice under this Agreement shall be given to each Party and JWA using the following contact information, unless any Project Representative gives notice of a change in Project Representative or contact information pursuant to this Section, in which case the new information shall be substituted for the information set forth in this Section. Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 33 of 69 23A-85 Citv of Santa Ana Tyrone Chesanek, P.E. Principal Civil Engineer Public Works Agency - Construction 20 Civic Center Plaza M-22 Santa Ana, CA 92702 Phone: (714) 647-5045 Email: tchesanek@santa-ana.org City of Newnort Beach Dave Kiff City Manager 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Phone; (949) 644-3001 Email: dkiff@newporibeaehea.gov City of Costa Mesa Baltazar Me] la Acting City Engineer Public Services 77 Fair Drive, 4"h Fir Costa Mesa, CA. 92626 Phone: (714) 754-5222 Email: NABIL.TOMA@costamesaca.gov /li John Kennedy Executive Director of Engineering and Water Resources Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Phone: (714)378-3304 Email: jkennedy@ocwd.eom County of Orange/ Orange County Flood Control District Shane L. Silsby OC Public Works Director OC Public Works 300 North Flower Street Santa Ana, CA 92703-5000 Facsimile: (714) 834-2395 RE: D15-013 FOl Diversion Project with copy to: John Wayne Airport Airport Director Barry A. Rondinella 3160 Airway Avenue Costa Mesa, CA 92626 Facsimile: (949) 252-5044 RE: Santa Ana -Delhi Diversion Project IRWD General Manager Irvine Ranch Water District 15600 Sand Canyon Ave Irvine, CA 92716 Phone: (949)453-5300 Facsimile: (949) 453-1228 Email: coolc(?Dirw .corn Santa. Ana -Delhi Channel Diversion Project Agreement D15-013 r Page 34 of 69 SECTION 16 SEVERABILITY If any covenant, terns, condition, or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law unless that covenant, term, condition, or provision declared to be invalid is so material that its invalidity deprives any Party of the basic benefit of its bargain or renders the remainder of this Agreement meaningless. SECTION 17 NO THIRD PARTY BENI No customer, other person or entity other than the Parties and JWA shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement, either express or implied, is intended to confer upon any other person or entity, other than the Parties and JWA and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. SECTION 18 DISPUTE RESOLUTION The Parties desire to resolve as quickly and as amicably as possible any disputes as to the meaning of any portion of this Agreement, the validity of any determination or calculation, or the rights or obligations of the Parties pursuant hereto. Therefore, prior to initiation by a Party of any litigation or other proceeding in connection with this Agreement, the Parties shall meet and make good -faith efforts to resolve any such disputes on an informal basis. The Party that first raises a claim against any other Party in connection with a dispute shall be responsible for providing written notice to such other Party or Parties and initiating the informal dispute resolution efforts. Such informal efforts may include mediation of the dispute if agreed by the Parties involved in the dispute. Not sooner than thirty (30) days after diligent efforts to resolve a dispute have been initiated, if the Parties have been unable to resolve the dispute on such informal basis, any Party involved in the dispute may, in its discretion and after providing written notice to the other Parties that the informal dispute -resolution efforts are being terminated, proceed to take any and all such action to enforce or protect its rights as permitted by law and/or this Agreement. If a Party initiates informal dispute resolution with respect to a dispute, any statutory limitation for filing of a court action or commencement of any other proceeding shall be tolled for a period of days equal to the number of days that elapsed between delivery of the notice initiating informal dispute resolution and the notice terminating informal dispute -resolution. SECTION 19 TERMINATION AND EXPIRATION In the event that Project construction is not initiated within two (2) years of the execution date of this Agreement, this Agreement shall automatically expire, unless sooner terminated by a Project Representative written notice to all other Parties, or extended in writing by mutual agreement of the Project Representatives. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 35 of 69 23A-87 Once construction has begun, unless otherwise mutually agreed by all Project Representatives, a Party may not unilaterally terminate its obligations under this Agreement. Notwithstanding any termination of this Agreement, each of the Parties must comply with all terms and conditions of the Grants. In the event of a termination of this Agreement, each of the Parties shall be, responsible for finding and arranging an alternate means of discharging its respective duties or other Regulatory obligations, and for payment of any fines, penalties or costs incurred by that Party as the result of a suspension or termination. Unless otherwise terminated or extended, this Agreement shall be effective, for an initial tern of twenty-five (25) years commencing on the Effective Date, and shall automatically renew for a one time ten year term thereafter (the initial term and renewal terms shall collectively be referred to as the "Term"). Project Representatives may meet and confer to determine continued use, termination of this Agreement, transfer, closure, removal and/or abandonment of the Facilities or components thereof. The Project Representatives shall also meet and confer upon the fifteenth (159) anniversary of Project completion to assess O&M for the Project including the payment of the Parties' fair share of O&M costs. Prior to any termination of this Agreement, the Project Representatives are to agree upon demobilization or transfer of the Facilities and whether to sell arty part of it, the proceeds of such sale and outstanding Project debts and obligations shall be allocated among the Parties in accordance with their respective proportionate share percentages in Exhibit C2. Upon termination of this Agreement or abandonment of the Project, the Parties shall, within 120 days from written demand from JWA, remove the Diversion Structure and restore the Project Area as nearly as possible to the same condition as the Project Area was in prior to the execution of this Agreement. All costs of removal or restoration shall be borne by the Parties, in accordance with their respective proportionate share percentages in Exhibit C2, SANTA ANA shall be responsible and ensure that the Diversion Structure and appurtenant improvements are removed from the Channel and OCFCD or COUNTY right-of- way ight-o£way as specified by the Director, Regulations, and all applicable laws. SECTION 20 SURVIVAL CLAUSE The obligations regarding: environmental commitments (as set forth herein); indemnification (as set forth in Section 8); operation, maintenance, cost allocation and ownership (as set forth herein); and specific performance (as set forth in Section 21) shall survive termination of the Agreement, as applicable, and shall remain in effect until terminated or modified in writing by mutual agreement of all Parties and JWA or the applicable statute of limitations is reached. SECTION 21 SPECIFIC PERFORMANCE The Parties aclotowledge that monetary damages would be an inadequate remedy for breach of this Agreement, and that a Party's breach will result in immeasurable and irreparable Santa Ana -Delhi Charnel Diversion Project Agreenent D15-013 Page 36 of 69 r•• harm to the other Parties. Therefore, in addition to any other remedy to which it may be entitled by reason of another Party's breach of this clause, the moving Party shall be entitled to seek temporary, preliminary and permanent injunctive relief from any court of competent jurisdiction restraining the other Parties from committing or continuing any breach. This clause shall survive any termination of this Agreement. SECTION 22 EXHIBITS This Agreement contains the following exhibits, which are attached hereto: Exhibit A-1 —Location .Map Exhibit A-2 — Santa Ana Delhi Drainage System Exhibit B — Preliminary Plan Exhibit C — Funding Table, Participant Shares & Estimated Costs Exhibit D — Temporary Construction Easement to the City of Santa Ana Exbibit E — Easement COUNTY to OCFCD Exhibit F — Grant Requirements Exhibit G — Insurance, .Bonds and Warranties Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 37 of 69 23A-89 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Effective Date written above. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: J se andoval C ref Assistant City Attorney CITY OF SANTA ANA, a Municipal corporation of the State of City Manager ATTEST: Maria D. Huizar Clerk of the Council ORANGE COUNTY FLOOD CONTROL DISTRICT, a body corporate and politic SIGNED AND CERTIFIED THAT A. COPY OF THIS AGREEMENT HAS BEEN By, DELIVERED TO THE CHAIR OF THE Chairwoman of the Board of Supervisors BOARD PER G.C. Sec 25103, Reso 79-1535 County of Orange, California Attest: Robin Stieler Interim Clerk of the Board County of Orange, California APPROVED AS TO FORM Office of the County Counsel County of Orange, California M Deputy Date: Santa Ana -Delhi Channel Diversion Project Agreement D15-013 23A-90 Page 38 of 69 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Effective Date written above. CITY OF SANTA ANA, a Municipal corporation of the State of California -0 APPROVED AS TO FORM: David Cavazos City Manager Sonia R. Carvalho City Attorney ATTEST: By: Jose Sandoval Maria D. Huizar Chief Assistant City Attorney Clerk of the Council ORANGE COUNTY FLOOD CONTROL DIST T, a body corp to and politic 4 - SIGNED AND CERTIFIED THAT A COPY OF THIS AGREEMENT HAS BEEN B3 DELIVERED TO THE CHAIR OF THE BOARD PER G.C. Sec 25103, Reso 79-1535 Chairwoman of the Board of Supervisors Attest:. County of Orange, California -, o in Stieler Interim Clerk of the Board APPROVED AS TO FORM County of Orange, CaliforniaAPPROVED of the County Counsel County of Orange, California Date: 41re�'I I L Santa Ana -Delhi. Channel Diversion Project Agreement D15.013 Page 38 of 69 23A-91 COUNTY OF ORANGE, apolitical Subdivision of the state of California Aairwoman of the Board of Supervisors County of Orange, California APPROVED AS TO FORM Office of the County Counsel County of Orange, California By. ep ,t Date: a -7- CITY OF NEWPORT BEACH, a California municipal corporation and charter c ity By: Dave Kiff City Manager APPROVED AS TO FORM: ATTEST: City of Newport Beach City of Newport Beach Aaron C. Harp Leilani L Brown City Attorney City Clerk Santa Ana -Delhi Channel Diversion Project Agreement D15-013 23A-92 Page 39 of 69 APPROVED AS TO FORM: tof Newport Beach Aaron C. Harp City Attorney u COUNTY OF ORANGE, a political subdivision of the state of California By: Chairwoman of the Board of Supervisors County of Orange, California APPROVED AS TO FORM Office of the County Counsel County of Orange, California Deputy Date: CITY OF NEWPORT BEACH, a California municipal corporation and charter city By: '1 - Dave Ki f City Manager ATTEST: City of Npor�t Bli Leilani I. Brown City Clerk Santa Aua-Delhi Channel Diversion Project Agreement D15-013 23A-93 Page 39 of 69 CITY OF COSTA MESA, a California municipal corporation By: �Av/'1g:_ TorK Hatch Chief Executive Officer APYROVS F R ATTEST: Tom Dua e Brenda City Attorney City Clerk ORANGE COUNTY NATER DISTRICT, a subdivision of the State of California organized under Chapter 924 of the Statutes of APPROVED AS TO FORM 1933, By: Title: IRVINE WATER RANCH DISTRICT, a California water district, APPROVED AS TO FORM By: Date: Title: By: -- Santa Ana -Delhi Channel Diversion Project Agreement D15-013 23A-94 Page 40 of 69 CI'T'Y OF COSTA MESA, a California municipal corporation By: Toni Hatch Chief Executive Officer APPROVED AS TO FORM: ATTEST: Tont Duarte City Attorney APP LE 6ge APPROVED AS TO FORM Brenda green City Cleric ORANGE COUNTY WATER DISTRICT, a Subdivision of the State of California organized under Chapter 934 of the Statutes of 1933. IRVINE WATER RANCH DISTRICT, a California water district. By: Title: Santa Ana -Delhi Ch nr,c[ Dkersion Project A reenent M5,01] Page10of 69 23A-95 APPROVED AS TO FORM: Tom Duarte City Attorney APPROVED AS TO FORM By: APPROVED AS TO FORM By: 4ZLWL, Joan . Arneson CITY OF COSTA MESA, a California municipal corporation Tom Hatch Chief Executive Officer ATTEST: Brenda Green City Clerk ORANGE COUNTY WATER DISTRICT. a subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, By:— Name: Title:_ IRVINE WATER RANCH DISTRICT, a California water tic�-,✓�^ By: Pal Cook_ General Manager Santa Ana -Delhi Channel Diversion Project Agreement Dt5.013 23A-96 Page 40 of 69 EXHIBIT A-1 Location Map .p PAULARINO AV Proposed Pipeline/Sewer Connection BAKER ST; L'1IFldM"til AAULARINO CHANNEL IF09) .........a.lgye Q- 7�M� •e �4+e y�e�e ®'+ee��0 4Q N CO STA . 4d�P� '. ee 0 aoo t,000 c / U Feet t� O,�OG •/ ARLINGTON DR QA �Q' ✓ •gyp 1 0, 'A ' JOHN Q ✓ SANTAANA W` �'T /Q/ ARPOE �J COUNTRYCLUB ''e+� '�? ``.� tlnr;icarfZ,arur�ci Q`�/�•�, ��`�� �"otrlrcy Off. ;:route��yhP1 6err� �� SQ® ®� PROPOSED Legend y DIVERSION ✓ z Proposed Diversion Pipeline ` STRUCTURE IN z�P ONE Existing Sewerline p`�e:�o^� A, OCFCD Drainage Facilities % ✓ ® iP Pry+'=; `..�.!"� � — Cit Boundaries •�• / SA ,.ev a, - c° + G Y AlPiill, ORT RfF CH �4 COUNTY of ORANGE EXHIBIT A-1 OC PUBLIC WORKS �-a /� OC INFRASTRUCTURE PROGRAMS LOCATION MAP PROJECT. SANTA ANA -DELHI CHANNEL DIVERSION STRUCTURE SCALE;As Shown I AGREEMENT DIS•Q7.9 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 41 of 69 23A-97 EXHIBIT A-2 Santa Ana -Delhi Drainage System Legend ° � N z COSTA MESA QO 6 ® IRVINE NEWPORT BEACH 6� SA4 SANTAANA i t Unincorporated F11 Watershed Drainage Areas --- OCFCO Drainage Facilities W 0 0.5 1 2 Miles M A R. NINE COUNTY OF ORANGE EXH I B IT A-2 OC PUBLIC WORKS OC INFRASTRUCTURE PROGRAMS hhRAINAGE^^ EA S PROJECT: SANTA ANA -DELHI CHANNEL DIVERSION STRUCTURE SCALE:As Shown I AGREEMENT DI5.013 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 23A-98 Page 42 of 69 EXHIBIT B Preliminary Project Plans Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 43 of 69 23A-99 Z CCC f A a Y d � ifiY s�5 sg} A .e v�3 �i £ K' FAt 'i}i �N1. t 4� Y � S' S S 1 < £ RR }�' Wt R g gg. p�p qy € t,ri Iry K V C G x � III Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 43 of 69 23A-99 EXHIBIT C1 PROJECT FUNDING CONINUTD'IENTS M2 Grant $ 2,572,875.00 City of Santa Ana $ 1,900,000.00 OCFCD & County of Orange $ 1,600,000.00_ City of Newport Beach $ 1,500,000.00 OCWD $ 1,000,000.00 City of Costa Mesa $ 600,000.00 IRWD $ 195,000.00 Funding Total $ 9,367,875.00 EXHIBIT C2a PROJECT FUNDING PARTNER SPONSORSHIP PROJECT PERCENTAGE Funding Partner Funding Commitment Sponsorship Share* City of Santa Ana $ 1,900,000.00 33.93% OCFCD & County of Orange $ 1,600,000.00 28.57% City of Newport Beach $ 1,500,000.00 26.79% City of Costa Mesa $ 600,000.00 10.71% TotalT$ 5,600,000.00 100.00% EXHIBIT C21b PROJECT FUNDING PARTNER SPONSORSHIP CREDIT/OFFSET'PERCENTAGE Funding Partner Funding Commitment Sponsorship Share** City of Santa Ana $ 1,900,000.00 32.79% OCFCD & County of Orange $ 1,600,000.00 27.61% City of Newport Beach $ 1,500,000.00 25.88% City of Costa Mesa $ 600,000-00 10.35% IRWD $ 195,000.00 3.37% Total $ 5,795,000.00 100.00% * After the initial 0&M Deposit has been exhausted, the Sponsorship Share percentages in Exhibit C2a shall be used to determine: 1. The funding partners' respective participation percentages, 2. Credit/Offsets percentages, 3. Distribution of project savings, and 4.0&M cost share in excess of the Initlal0&M Deposit in accordance with the terms herein ** The Sponsorship Share in Exhibit C2b shall be used to determine 1. The funding partners' respective participation percentages except that for IRWD, the percentage and dollar amount correspond to IRWD's one-time lump sum payment, 2. Credit/Offsets percentages, and 3, Distribution of project savings during that period of time commencing when the funding partner paid its financial contribution perthis Agreement until the exhaustion of the Initial O&M Deposit, Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 44 of 69 23A-100 EXHIBIT C3 ESTIMATED PROJECT COST51 Item Description Unit Quantity Unit Price Amount 0 Project Administration (COSA) % 3% n/a $ 273,540.00 1 Design Engineering LS 1.00 $ 300,000.00 $ 300,000.00 2 Permits/ROW/Easements LS 1 $ 40,000.00 $ 40,000.00 3 Environmental Report LS 1.00 $ 50,000.00 $ 50,000.00 4 Survey LS 1.00 $ 60,000.00 $ 60,000.00 5 Pothole LS 1.00 $ 20,000.00 $ 20,000.00 6 Site Work LS 1.00 $ 950,000.00 $ 950,000.00 7 Channel Work L5 1.00 $ 1,101,000.00 $ 11010,000.00 8 Equipment/Discharge EA 7.00 $ 140,000.00 $ 980,000.00 9 14" PVC Sewer Force Main LF 8,475 $ 240.00 $ 2,034,000.00 10 Project Contingency % 20% n/a $ 1,024,800.00 11 Construction Management (COSA) % 8% n/a $ 409,920.00 12 Inspection & Testing (COSA) % 7% n/a $ 358,680.00 13 Inspection (County) % 1.50% n/a $ 76,860.00 14 Survey/Construction Staking % 3% n/a $ 153,720.00 15 Attorney Fees2 LS 1 $ 100,000.00 $ 100,000.00 16 0&M (20yr) & Administration LS 1 $ 1,000,000.00 $ 1,000,000.00 17 Site Security/Cameras LS 1 $ 126,355.00 $ 126,355.00 18 Golf Course Impacts (Estimate) LS 1 $ 400,000.00 $ 400,000.00 TOTAL $ 9,367,875.00 Amounts above are estimates from an Opinion of Probable Construction Cost referenced as "Engineer's Estimate 15-058" by AECOM dated 7/24/2015 based upon 60% Design Plans; including 20 year 0&M costs, and was used as a basis to estimate the project costs and were revised accordingly to reflect adjustments amenable to the Funding Partners. SANTA ANA shall charge Parties its actual Project Costs in accordance with the terms herein. Estimate Includes paying Section 3.4 Invoice(s) for costs associated with obtaining easement rights and title acceptable to The Irvine Company, OCFCD/County, JWA and the Parties. Y. Bid Item 0 was calculated on the entire project costs, Bid Items 1-18. Bid Items 10, 11, 12, 13, & 14 were calculated on the construction costs only; Bid Items 6, 7, 8, 9, & 17. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 45 of 69 23A-101 EXHIBIT C4 T'i CTTN/[A'T'Fn'7fLVA'Au ng VT rr "qT.@ RRVAT111OWN3 1 Contract Administration $100,000 2 Inspection (monthly) $240,000 3 Solids Handling and Disposal (monthly) $430,000 4 Boom Reset (2 -year cycle) $30,000 5 Repair of Equipment $150,000 5 Diversion Utility Costs $50,000 Total $1,000,000 * O&M costs will be evaluated annually in accordance with the terms herein. a Amounts above are estimates from an Opinion of Probable Construction Cost referenced as "Engineer's Estimate 15-058" by AECOM dated 7/24/2015 based upon 60% Design Plans. Estimates Include .5% allowance for All Risk Insurance and Wage Rates based upon prevailing wage rates for Orange County, Callfornia. Total wage rate includes hourly wage plus craft fringes and 32% burden with a typical work week of 1 eight hour shift per day/ five days per week. The Parties acknowledge OCFCD and COSTA MESA burden rates as Indicated in Sections 3.7 and 5.9 exceed that used to formulate the estimate above, and mutually agree OCFCD and COSTA MESA shall be fully compensated based upon their respective burden rates perthe terms of this Agreement. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 46 of 69 23A-102 EXHIBIT D Temporary Construction Easement Deed County to City of Santa Ana Exhibit D RECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO; City of Santa. Ann 20 Civic Center Plaza M-22 Santa. Ana, California 92702 Attic: City Manager APN; DOCIPWATARY TRANSIVER TAR$,-_„_,___,� _ _ Computed on ale or'velua orpeapedy emlvnyed Exempt per Reveals R'raepdon Cato Section 11.022 _ Exempt flour ReoordingFees per Govt Cale SeWm27383 e.HaT. GF IYCWFA}R O. Devc A4Ml3e T,y'< FffvfiI NAM1Pr Unincorporated Area M Incorporated 0 Parcel Nos: Plvf- ,_,,,(F01-20.0,215) Project: SantanZDolhi Channel Dlvixion TEMPORARY CONSTRUCTION EASEMENT DEED For valuable consideration, receipt; of which is hereby nnlntowledl,Ked, COUNTY Or ORANGE, a political subdivision of the State of California, (hereinafter refined to as "COUNTY'), does hereby grant to [Ire CITY OF SANTA ANA, a California ehmter city, (hereinafter roterred to as "GRANTEE') and its, succossor and assigns, a non-exclusive temporary constr uctwn easement (`°temporary Easenn nt) In, on, over, upon and across that cortain real property (lte'oinafter reforved to as "Easement Area") dosoribed in shli1 , and illustrated in Exh•hlf i, which exhibits are attached berate, and made a pmthereo'f, COUNTY and GRANTEE, may sonrcGmes hereinafter be individually mfrrrod to As "Party" e,r Jointly as the "Partlew " Tho rights horoin are gt'nnted for the purpose of allowing aotivlties related to the Santa Ana Delhi Channel Divamion Project ("Proj cut') provided, however, that the exoroiao of said rights will not intetSere or impodo the operation and maintenance of thoSman Ana•Dalhi Diversion. Channel (hereinarffor'tho Chan cut "), COUNTY's pub he golf course lessee business operations, or utilization of the propety for John. Wayne Airport purposes, GRANTEE'S tights shell include rights to GRANTEE, its officers, agents, employoos, eontraoton, and subcontraolors, to conduct construction activiNas, inalnding excavation and grading associated with die couahuction of a Divoision StaTncture requiring mod.iflontioas to the existing Channol and installation of subsurf leo pumps, wet well, pipoljnes and a senor force main ("Facility") within a portion of the Easement awls Mn•belln DiVeialon Proj xt (FOn'1'CF. 05192016 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 47 of 69 23A-103 Exhibit 1) Area; and activities associated with realigmuent of an access road, GRANT'EE'S rights shall also include the right to park or place vehicles, equljmaent or,alorage containers and to store or stockpile conahuclion materials, tools, implements mad other construction related equipmeut and materials, in the Easemenl,Aaca as the case may be. The Parties agree the exercise of lite tights granted herein shall be in confmmity with the terms of 1110L certain Santa Ana -Delhi Channel Diversion 13pjoct Agreement D15-013 dated(Agreement"). It is understood and iltmod by the Parties hereto and their successor and assigns that the rights granted in this Temporary Easement shall be subject to the following terns, conditions, and reservations: i. TERM This Temporary Easonent shall be effective for a maximum perAid of twenty --four (24) months ("Terns'), commencing on OMIT]' written nalice to the Airport Director and the Director GC Public Works, or their designees, of connnencomem of possession, and shall terminate upon recordation o£a. Notice of Completion, or at the end of the Term, whichever first occurs. The Tontt may be cxteuded by mutual agreement of the GRANTEE, the Aiupot Director mad Director of Pub he Woicsortitcirdesignees. Anyrequest for extension must be in writing, shah state dtoroiluosted extension Period, and he 1'mwarded to rho Airport Director and the Director of Public Works vin Expre®s or Certified U.S. Pastat Satvice, personal delivery, by oouriei' or by Overnight delivery service and xdth'cssed as provided herein below in ,Section 11. (Notieo) no later Uama thirty (30) days' infinite the expiation.o£lltc Term of this Temporary Easement, Approval, of such request', sling be deemed denied unless both Directors or their dosiguees provide GRANTEE with written Approval at the requested extemion within fifteen (1.5) days of receipt of the request to extend, which approval shall not be unreasonably withhold. In no event shall this Temporary Easement be extended beyond 31 GRANTEE RESPONSIBILITIES GRANTEE hereby acknowledges that thre Easernent Area lies in, on and about die Channel, a regional flood control facility. GRANT"EE shall perform all wort, in such a mannor that will allow for tmobstmoted fiend control. Operations and rnaintoname of tho Channel by COUNTY or the Orange County Flood Central District (°'Dieteiel''0• GRANTEE shall have all construction plans and specifications approved in writing by the Airport Director and the Director o'fPublic Works or their designees prior to commencement of any wont ha, on of about me Easement Aiea;. and upon completion of any such work, GRANDEE shall immediately notify both Directors or their designees in writing of such completion. Any change orders to the approved plana and specifications that Alta the dwign shall be submitted for Abpert Qilector and the Director o'fPublic Work's written approval through the County Property Permit process prior to implementation of the design change. Approval of GRANTEE'S construction and/or rmdntmnuweplans stall not be doomed Approval'f)•mn the standpoint of structural safety, suitability for purpose or oanfonmmee with buihhitg or other codes or othm' governmemalraquiraments. COUNTY is not responsible for poun,itting Of any construction and/or maiuten;utce, design, nssmnptions or awuraoy oPGRANTf?E'S constmotian mul/or nudntonance pians. DixAotor approval will be based on the professional expertiso of the Engineer of Record when approving GRANTEE'S conslructian and/or trip intenunoc plans. GRANTEE shall, at no cost to COUNTY; maintain the Easement Area and Channel is good repair and in safe condition, And protect In: place any slope features, troop and/or landscaping within the Easement Area parva MmDe161 nM,, nn Peojw (POR) Tag i 051WO16 Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 48 of 69 23A-104 Exhibit D throughout die Tonm, including any extensionperiod, of this Temporary Easement. Notwithstanding the foregoing, %aid.teatures may be removed or relocated if approved by tho Airport Director and the Director of PublieWor'ks through the County Property Permit process, GRANTEE shall, at no cost to COUNTY', conduct All activities, including but not limited to the storage at• Ann torials, in, on, or about the Easement Area in a safe, good and wurlunanlilee manner and in compliance with all applicable building, fire, and son itary laws, ordinances, and regulations and shall maintain all equipment, used in on or about the False iinu. Ara in good ropair and in safe condition. Aigcrt Direetormay, athis solo discretion, direct GRANTEE to remove itoing from the Easement Alva, if deemed to be a hazard or nuisanco. GRANTEE aclatowledgm !lie Easement Aron is shunted on COUNTY property with certain recorded deed restrictions anti conditions prohibiting use of the land for any purpose which would corwtituto it nnisanin or be offensive to ilia senses,11001111 or safety of parsons occupying the hurl in adjoining land. CI ANTES agrees to make every effort fa accommodate for the aforementioned nuisance deod restriction in the oxeroise of its rights heroin. COMPLIANer. wrI'id REGUI.,ATORY AUTHORITIES GRANT EL' shall, at its own east And expense, promptly and at all tirnus observe, comply with And curry out all present and future ordem regulatiorn, directions, rules, laws, ordinances, permits and rcgiri[amcnts of all governmental authorities, ineludhtg but nor Exalted to environmental regulatory Authorities, with jurisdiction in, on, over and about the Easement Area, which arise floor GRANTEE'S use of or performance of any activities permitted to be conducted in, on , over, or across the Easertctrt Area. In Addition, GRANTEE Anti minion that all activities in, on, over orabout the Easement Arco are performed in accordance with any NPORS (Nati cast Pollutant Discharge Elimination System) peanit requirements or other• water quality statutes, regulations, ordinances, or permits, applicable to such activities, including but not limited to ago of appropriate beat management practices, so as to came tint pollutants are not disolurrgod We the Channel nor into the flood control system. Prior to the start of any construction. activity, GRANTEE skill provide Airport Director mid Director of public Works A copy of their Water Quality Management plan (WQMP) for approval, No approvals or cons onts given hereunder by COUNTY, as a party to thin Temporary Easement, or concuncnce by District shall be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules or regulations. C10NDl•11ON OF Ir.ASE:Mfi;N'1` A'RRAIJPON TERMINATION Prins to the riling of'the Not'Ice of Completion. or to the expiration ofthis "Cenipmury Easement', whichever' first occurs, GRANTEE agrees At its expense to restore the Easement Area to the Airport Director's satisfaction. Said restoration shell. inclmlo, but not be limited to the removal of construction materials (including stockpiled material), equipment, slid trash and debris. GRANTEE, agrees under no circamslarca^r shall the Chanel, Facility and other fmprovetnentg and/or facilities within the Ememcnt Area be left or returners to COUNTY in a sale ofpartial completion or disrepair. Upon gervico of written demand from the Atgnort Dirm tor, or designee GRANTE4 An 11 deliver to CO(INTY, At no cost to COl1NTY, a Quitclaim Doul to GIL4NTFI,'s right, title and interest h.utamider. salmMa')XIlil nivnrylaa Pr*0(ralla'Cd'a 3 A5192ni6' Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 49 of 69 23A-105 Exidbit D 6, IvIECEIAMCS LIENS Olt STOP -NOTICES GRANTEE shall at all tmos indemnify, defunct with counsel Approval in writing by COUNTY, and save COI1N'TY and District hamnleas from all claims, losses, demnnds, damages, cost, exponses, or liabilities in connoction with the use, construction, repair, Alteration, or 'installation of any portion of the Facility within, upon, or trader tho Lamancat Arm, and from the cost of defending against such clains, including roasonablo attorney fees aoil Coats. In die event alien or sLop•noLice is imposed upon the Easement Arwr ns a result of avuh construction, repair, Alteration, or ieamilation, GRANTEE shall either; A. Record A valid Rcleaso of Lien, of B. Frocure and record a bond in accordance with Section 3143 or31%, of ilia Civil Code, which froos the Easement Area from die claim of the lien or atop -notice and from any actionbrought to foreclose the lien. - 7. HOLDHARMLESS GRANTEE acknowledges Cho Ensument Asea is in, on, and over the Chatnel and may be subject to all hazards associated with flood Conditions and COUNTY's public golf course lessee business operations. GRANTEE a,nms to assume all risks, financial or otherwise, associated therewith. GRANTEE hereby releases and waives all chums and mcotuse against COUNI.'Y and District including the right of contributionfor loss of or damage to property, or injury to or death of any person arising from, growing out of or in any way cermucted with or related to this Temporary Easement including any damage to or loss of GRANTEE'S equipment ani) material, Ute Facility or interruption of the Erotical or use of file Easement Area caused by erosion, flood, er_flood overflowconditions of the Channel, or caused by the operation, maintenance, repair, reconshuction, replacement, enlargement or improvement of the Channel or' by District's flood control opera(has, except claims Arising' front die gross nogligonce of COUNTY And/or District, tieh officers, agents, emptoyees and contractors. GRANTEE hereby agrees to indcrmtify,. defend and (told harmless, COUNTY and District, their elected and Appointed officials, officers, agents, employees , contr•actmw and tosespecial distlids and agencies which COUNTY's Board of Super iisors acts as the goveraing Board against any and all claims, tortious, contractual, condemnation, inverse condemnation,judgments, arbitration awards, settlements, losses, demands, damages, cont, ohden's, penalties, And expenics including legal costs and attorney fees or liability for injury to or death of any persons, or loss of or damage to any property, ht connectionwith or Arising out of die Project or die use of or operatiors or activities conducted in, on, or over die Easement ,Area, and/or the oxercise of tie rights under tits Tempor'nly Easenwat by GRANTER. its agents, officers, amployees, invitees or llconsocs eseept.'for liability arising out of the concurrent active, or sole negligent acts of COUNTY, andlor District„ Heir elected and appointed officials, officers, agants, employees or contractor including the cost of defense of any lawsuit arising therefrom. If COUNTY and/or District. is/aro named As coAafeidarrt(s) in a lawsuit, GILIW E'shall notify COUNTY of such foot and shall repmaent DISTRIC'I'/COUNTY in each legal action unless otherwise con'flimnd out. It'judgmem is entered against COUNTY/Distrlot and GRANTEE. by it court of competent jurisdiction or jury because of die (notions conduct of COUNTY/District and GRANTEE, COI rNIY and GRANTEE agree that liability will be apportioned as detcrmined by tie court orjury, as applicable. GRANTEE acknowledges that it is familiar With the language And provisions of G,lifernia Civil Code Section 1542 which provides as follows: SIAQ Ann-Ad@I nlvenlm, Pmiect(aol)'1 rt 4 05151016 Santa Ana-Delbi Channel Diversion Project Agreement D15-013 Page 50 of 69 23A-106 I;Ablbil. D A general release docs notactwsd to claims which the creditor dues not Ilrow or srupect to exist In his or her firvor at the trine of executing the release, which, if lrnown ray him or her, must have materially affected hit or her settlemant with the debtor, GRANTEE, being aware of and undoratanding the terns of Section 1542, hereby waives all benefit of its provisions to the extent described in We section. S• GRANTR.E'S LIABILITY. ICOR HAZARDOUS ORTOXIC WIATFRIAIS(PMESMill GRANTEE or GRANTEE'S employees, asettle, independent aortracturs or invitees ("GRANTEE Parties") shall not cause or permit ally "Hazardous Material," as hereinafter detiued;'to be brought upon, kept, stored, used, generated, released into the onvaomnent or disposed of no, under; from, In, on or about the Easement Area, Notwithstandingdie foregoing, GRANTEE or GRANTEE Parties may use or keep small quantities of lInzadous Materials on the Easement Arca flint are used in the ordinary, customary, and hrwlid conshvction. opwaflus cuudueiad on the Easament Area, If GRANTEE, or GRANTER Patties breach the obligations stated herein, or if contamination of die Basement Area by Hazardous Material otherwise occurs for which GRANTEE is legally liable to COUNTY for damage resulting therofivmi, than GRANTEE shall indemnify, defend and (told harmless, COUNTY andiorDistriot, And thair elected or appointed officials, officers, agents, and employees linin any and all claims, judgments, damages, penalties, firms, costs, liabilities, or losses (including, witbout limitation, diminutiaa in value of the Easament Auea, sums paid in settlement of claims, attorney fees, consultant fees, and arpert witness fees) which miso during or after GRANTEE's use of the Resonant Area as a result orsunh aitWareditutier. This Indemnification hneludas, without limitation, costs incurred by COUNTY in concoction with any invcsiigatioll of site conditions or any oleamp, temodial, removal, or restoration work required by any Want, state, or lout govomrinemtal entity or agency because of ITazarious Material having been introduced, placed or released by GRANTEE, and therefore, being proscnt in the soil or ground water under the Easement Area. GR ANT'EE shall promptly talco all action, at its sole cost and expense, as is necessary to slain, remove, and restore the Easement Area to its condition Prior to tho introduction of Snell Hazarvlems Material by GRANTEE, provident GRANTEE shell first have obua tuxl Director's written approval and dui approval of any necessary governmental entities or agencies for any such ranediul action. As used hernia, the term'Thiiardous Material" means ally hazardous or toxic substance, material, or waste which is or she Itbeoomo regulated by any governmental entity or agency, including, withmlt hininndon, the County, the Stull) of California, or dna United States goverru hint. 91 RESP.RVATIONS COUNTY hereby roscives for itself and District and their respective successors and assigns, such surface, subsurface, and aerial rights in rho Easament A'ea as will not unroasouably intorfao with or prohibit Oman by GRAMME of the rights and easementlicrein granted. In the event COUNTY oxercises such rights to utilize the Easement Area which use results in the disturbance of the Easement Area, COUNT'Y's only responsibility slall be to backfill with compacted oadr to tine grade of the surrounding property following completion of such activity, 10. CONVEYANCE SUIVECT TO EX'IST'ING INT111RES'TS This Temporary Eaisernent is subject to existing contracts, Ioaes, licenses, casements, limamebrauces, and claims which may affoot the Easament Area and tho use of rho word "gran" herein ahall not be construed as a covenant against the existence of any thereof. Sis. Mu.t)dhi Divmin lRqJ'A(Pot) 1013 5 05192016 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 51 of 69 23A-107 Exhibit 1) Nothing contained heroin, or in ally doerunent related berates, shall be construed to imply the oonveyanco to GRANTEE of rights in the Easematt Area which exceed those owned by (7OUN'TY, or any representation or warranty, either oxpress or implied, rotating to the nature or condition of the Easement Area or COUNTY Is inlauesttherein. 11. NOTICES All notices, documents, cmxespondonce and communications concerning thin T'rmporary Ensoment shall be addressed is set forth in this Section, or is die Parties may horeatter designate by written notice, and aball be set through ale United States anvil with postage prepaid. Any such mailing shall be deemed served or delivered twenty -fair (24) bow's niter mailing. Eich Party may change the addruss for notices by giving the other party at least ten (1.0) calendar days' prior written. notice of the nety address. Notwithstanding the above, either Party may also provide notices, dourumonls, correspondence, or such other conununiaatians to the other by personal delivor•y and so given shall be deemed to tine beat given upon receipt. Director of OC Public Works Shane Silsby 300 North Flower Street Santa Ana, CA 92703-5000 - Facsimile: (714)834.2395 RE: D15-013 Santa Ana -Dolled Diversion (FO1) Sohn Wayne Airport Airport Director Barry A. Rondinella 3160 Airway Avenue Coals Mens, CA 92626 Facsimile: (949) 252-5174 RE: Santa Ana -Delhi Diversion Project TCE 12. VENUE (PME313.1N) City of Santa Ana City Manager 20 Civic Center Plana M-22 Santo Aida, CA 92702 Phone: Pax: Emaik Tito Parties hereto agme, that this Temporary Easement has been negotiated and exeauted in the state of California and shipbe governed by and carretruod[ wider the laws of California. In the event of airy logal action to enforce or interpret this Tempormrcy Ltasemral, the sale and exelnsjve venae shall be a court of compotordim isdict'ion located in the County of Los Angeles, California, and the Parties hereto agree to and do hereby submitto kite jurisdiction of such court. Fuiiharmore, absent good cause shown, the Parties hereto specifically agree to waive any and all rights to request that an action be hanstbired for trial to another county. 13, WAIVER OF RIGHTS (PMES14.IS) The failure of CCANfY to insist upon strict performance of any of the tonna, o ivenanls, or conditions of this Temporary Easement sball not be deemed a waiver of any tight or remedy that COUNTY may have, and ahall not be deemed a waiver of the right to require strict poefonnnnee of all the terms, covenants, and conditions of Ute Temporary Easement thernathr, nor a waiver of any tonicity for the subscquent breach or default of any toxin, covenant, or condition of this Teruporaty Executrix. Saint fam-Delhi Dlvemlon PYOJUCr(na1J TCa 6 031.P1016 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 23A-108 Page 52 of 69 Exhibit D 14. SF.VERABILITY(PMES 15, IS) If any term, covenant, condition, or provision of this Tunporary Easement is held by a court of eanp stent. jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall room in in fill force and effect and shnIt in noway be affected, hnpah ed or invalidated 0roroby, 13. ATTORNEYS' FEES(PMESMAS) In any action or proceeding brought to enforce or interpret any provision of this Temporary Easement, or where any provision boreal is validly assatted as a defense, each Party shall bear its own attorneys' fees and costs. 16. SUCCESSORS AND ASSIGNS(PIvIES 13.13) The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, a;oceutors, administrators and assigns of the Parties beano. - 17. AUTIIORITY(PMES20. IS) The Parties to this T'emporaryPascnant represent and warrant that this Temporary Enson eat has been duly authorized and executed and constitutes tho legally binding obligation of their respective organization or entity, ortorenabto in accordaneo with its terms. IS. FAA CONDITIONS AND RESERVATIONS A. COUNTY hereby roaorves unto itself and its operator John Wayne Airpoat, and their respective successors and assigns, for the use and beuofit of the public, alight of fright for the passage of aircraft in ([to airspnoe above the surface of the above described real properly, together with the right to cacao in said airspace such noiso as inay be inherent in the operation of aircraft, now known, or hereafter used for navigation of or Bight in the said airspace, and for use of said airspace for landing on, taking ori' from or operating on John Wayne Airport. B. GRANTEE by entering into this onsoment, expressly agrees, for itself, its successors and assigns, that it will not erect nor permit the erection of any structure or building nor permit object of natural growth or other obstruction on the above described rent property above a height as determined by the application of the re luiienton(s of 14 C.F.R„ Pal, 77 (FAR Part 77). Itt the event the aforesaid covenant is breached, COUNTY resorves the right to enter on the obovo desaribad real property and to ramove the olfondhtg structure or object and to out the offending natural growth, all of which. shall beat the expense of the GRANT IM. C. GRANTEE by entering into this onsoment, expressly agrees, for itself, its suceawsors and assigns, that it will not make use of the above described real properly in city manner which might interfere with the landing and taking off of aircraft at. the John Wayne Airport, or otherwise constitute an airport hazard. In the event the afaresaid covenant is hruwlredl, the COUNTY reserves the right to enter on the said real in'operty and cause the abatement of such hucforenee nt Ute expense of GRANTEE. 1). Cd'2ANT13E expressly agrees, for itself, its aucwsams and assigns, that irrrequired, it will lite Federal Aviation Adnnivstration (FAA) Form 7460.2, Notice of Proposed Construction or Alteration (or such ottur official form as designatod), for the purpose of ah'apace ovaluation for cry std all eurod slid future Q01vin lotion or modification proposed on the above doserrbed real property. Signature Pages to 17011ow sant. /ma -Delhi DWN'slon Project (fol) WIS Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 53 of 69 23A-109 Approved as to Form Office of the County Counsel Ormage County, California Pyt ....._..... _.. Paul M. Alharian, Senior Deputy Date: Exhibit D o JNTY COUNrY OF ORANGE, a political subdivision of the State of California By: Dairy A. Rondinella, AitporLDu actor Dates; Per Minute Order dated ie identity of the imAvidunl. w4c, signed the documom to Aria eordniaato is attaehad, acrd set Ilia truthfulness, icor davorthindooumean, ACKNODWUDGMT:'N'1' STATE OF CALIFORNIA ) On 20 — 20 — before me, (henart name arNolnry PI@iia R title) personally appeared ._ _,who }roved to me on Cha basic of satisfactory evidence to be the formon(s) whose name(s) is/aro subscribed to the within ilnsnmment and acknowledgedas me that Wshehhoy executed the same in his/her/their. mahorised capoelty(ies), and that by hisMmr/their sibinulnre(s) on the in;uvinort the por:1an(s), or the entity upon hahatr of wbich the porsou(s) sated, asaeuted the instrument. I o ntify under PENALTY OF PERJURY under the laws of the St¢to of California ilia' the fro egohsg paragraph is true end current. WITNESS my hand and official seal (Seal) SanWAnMDand Diversion Relied(M)TCE 8 Santa Ana -Delhi Channel Diversion Project Agreement DI5-013 23A-110 a5MG16 Page 54 of 69 li"Alibit D G1L1N'L'FIi; Approved as to Form MY OF SANTA ANA, a California charter city By_..._ By.._._._____..._..._.._._.....r.___..._._.._ Dake: mly the identity of (lie helvhdual who signed Itra domament to .vtdch ads certificate is attachal, and not the (lura m0sa, sec n• validity of that docurvexd STATE OF CAUFORNTA ) 7 coutvrY of __..._...._._._..) Date: AC10O1WLEDGMENT On 20 _..._ before me, (amen cams of Nataty rublle A title) personally appeared,,.___,_,_ _ _ , who proved to me ontho Amis of satisfactory evidence to be the pemen(s) whoso name(a) lemo subscribed to the within instrument and acknowledged to me d at he/sha/they amen ited the sane in his/Irur/ttrah mahorisnd napuaity(m), and that by his/herhheir signaluse(s) on the instrument the penon(s), or the entity upon. behalf of which the person(s) aotcd, executed the instrument I certify under PRNALTY OF PIW RY,Y trader that laws of the State of California that the fcrogoing paragraph is tote and correot. WITNESS my braid and offmiel seal, Signature_ (Seal) Santa Nm -Deihl DlvGsles nlJoet(yal)TCa 9 WON" Santa Ana -Delhi Channel Diversion Project Agreement D15 -p13 Page 55 of 69 23A-111 Exhibit D CONSENT TO GRANT Or TENVORARY CONSTRUCTION EASEMENT DICED THE IRVINE COMPANY, at coeporatiml, does hereby consent to dw Pnegoing Fant of Us Tomporary Construction EasemclutDeed; provided, however, that such consent shall apply to said Tomporary Construction Easement Deed exclusively, and thatsuch cement shall not be deemed or field to waive, release, alter, change, impair or in any manner a lreot any of the covenants and Condidous provided in t'Ira deed dated June 30, 1958 by which the-undorsigned conveyed to die County of Usage the property described to said Temporary Construction Easement Deed. THE IRVINE COMPANY 0 By;. sasmAlta-norm Lawman vrJemtcuq TM 10 05192016 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 56 of 69 23A-112 Exhibit D CERTIFICATE OF ACCEVI ANCE TIIIS IS TO CERTIFY, blurt the interest conveyed by UsTemporary Construction Basement Deed Prean tho County of Orange, a political subdivision or die State of California., to the City of Santa Ana, a California chrutcre city, is hereby accepted pursuant to authority granted to the undersigned b➢ order of the Santa Ana City Council on _ ,20� subJcct to the terms, conditions and resorvations sctforth therein, and CRANTEB consents to the recordation of said Tempormy Construction Easemeat Deod, GRANTEE CITY OF SANTA ANA BY! --- Date: M"PEST: City Clerk By, 8 M An.Dmid Diva W Pmlur crnq TOE 11 asisiote Santa Ana -Delhi Channel Diversion Project Agreement DIS -013 Page 57 of 69 23A-113 RECORDED AT THE REQUEST WHEN RECORDED MAIL TO: Countyy of erango CEOfltaat False 300 North Plower Santa Ana, California 92703 Mail 'r pax ,Stsunneats as shown above Q Unincorporated Area rj Ircorporand, City ofNewporr Itench EXHIBIT E Easement Deed EXHIBIT E This Is to t0tify that this document is exempt front recording fees per Govt. Coda See. 27363 and is exempt 6"am Doeumcntary Transfer Tax per Rev. Fc Taxatlon Code Sec. 11.722. By: A'U&E OF D6l'FARANT OR AUUNTMERRUNNO TA. - Porool No.: FOI-215,1701-_ Project: Santa Md -Delhi Diversion Chanel EASEMENT AMENDMENT DEED rOR A VALUABLE CONSIDERATION, reeoipt of which is horeby acknowledged, this nmonchnon,t ("Amendment") to that certain Easement Deed dated and recorded on August 8, 1961 in Book 5862, Page 311 of the Official Records of Orange County, California (` Easemmrt") attached hereto as Txhlblt C is entered beto by and between COUNTY OF ORANGE, a political subdivision of die State of California, its successors and assigns (horeinallor rofmrml to as "GRANTOR"), and the ORANGE COUNTYPLOOD CONTROI" DISTRICT, (a body corporate and politic, hereinalt'er reforreed to as "DISTRICT")(GRANfO$. and DISTRICT may sometimes hereinafter be individually referred to as "Party" or jointly as " Parfies'J. RFC"1' S 1. Pursuant to the Easement, DISTUM' holds a perpetual easement and Aglrt of way for flood control proposes in, over and across that certain rand property idanti'fied and described in that dootineat as the easement area within Parcel PO1.215. Pursuant to these Easomcrrt tights, DISTIUCT operates and ranintuins its flood control facility known its the Santa Ana-Dcllri Divorslon Channel, Facility No. P01 (the "Pacillty"). Page I of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15 -C13 Page 58 of 69 23A-114 EXHIBIT E 2. The County of linage, Board of Supervisors on _ __- approved Santa Ana -Delhi Channel Divorsionitrojuet Agrecmtmt D15=013 among GRANTOR, DISTRICT, City of Santa Ann, City of Newport l3each, City of Costa Moss, Orange County Nater District and the Irvine Ranch Water District in f athormce of n. regional watershed project to divert thy -weather urban discharge flows and trash. Prom tho 5anht Ana -Delhi Drverwion Clamrol to satisfy water quality compliance requirements ('Project"). 'hnplernentntion of'the Paojzct entails construction of a Diversion Stnrclure regpiring moditioaGons to tho existing Facility and installation of subsurface pumps, wet well, pipelines and a.sewer force main within a portion of the Easement Area, and ratligament of lit access road. 3. By this Amendment, the Parties intend to modify the existing Easement to add in additional easement area, ,referenced as Parcel F01. - _immediately adjacent to Parcel FOl- 215 by this Amendment. Parcels 1301.215 and Parcel Fol - _. 4. o1- 4. 'rhe Parties understand anti agree to comply with Hie terns, conditions and obligations of that certain Grant Deed recorded June 30, 1058 in Book 4332, Page 308 in the Official Records of Orange Canary, California which vests all rights,. title, and interest in the Easement Area (tri defined I emin below) with GRANTOR. S. The Parties intend to add terns to the existing Easement to foster col laboration. in their joint rise of the subject property, 6. Other than the, torus heroin, this Amendment shall not othcrwin affect, alter, or change the Easement. As to any inconsistency oxisling between with Hie terms of this Amendment and the terms in the Easement, cite Parties agree Hie terms of this Amendment shall control 7, For the nbavc stated reasons, the Patties agree to amend the Easement with the terms and conditions herein to apply to the Easement Area, NOW,, THERE FORK for valuable consideration, receipt of which is hereby acknowledged, tie Parties agree to the following terms, conditions, unit reservations: A. RECrrAL9 Each of the above Recitals is incorporated herein and is hue and correct. B. INSERT PARCEL P01- I tiGAT '17P+4CPiIP'PION A,�?D 1)Fljjf"J'I(7N GR.ANI'OR hereby oonveys to DISTRICT the ability to oxeroise its rights purmant to the Easement in, on, under and over land urtmediately adjaocmt to the existing Parcel FO 1-215 easement area, upon land reforrud to herein as Parcel E01- as doTned hl hih' nud dzpintud in'Lr.itiiVt B, each attached hereto and incorporated herein. C. ADD SECTION.1 'file following is hereby added to Hne Easement as Section 1: Section 1. The above legal description for Parcel 1701.215 Lord the attached legal description in RxII for Parcel POl- _ as depicted in Exhibit E, which exhibits are attachud hereto and by reference made a partInereof, shall collectively de'frnz the 0Tweement Area" for Hie rights conveyed herein. Page 2 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 59 of 69 23A-115 EXHIBIT E D. ADD SECTION Thc£ollowing is hereby added to the Easement as Section 2: Section 2. All notices, documents, correspondemo, and conununieations concerning the ,perpetual easement shall be addressed as set fortis in this paragraph, or as the parties only hereafter designate by written notice, and shall be sent thivugh the Unroll States mail, duly registered or oortilied with Postage prepaid. Any such nuriGng shall he domue<t served ar delivered twonlyefour (24) boors. eller nmlling. Estill Party may change the addressfor notices by giving the miner party at least ten (10) calendar days prior written notice of the new address. Notwithstanding the shove, a party may also provido notices, doeaments, Correspondence, or such other con rminications to the other party by personal delivery or regular mail and, so given, shall be deemed to leave been given upon receipt if provided by personal delivery or folly -eight (48) hours after malting ifprovided by regular mail. If to GRANTOR: County of Orange cls 101111 Wayne Airport Airport Director 31.60 Airway Menne Costa Mesa, CA 92626 Faesimile:(949)'252-5174 RE: Santa Ana -Delhi Diversion Project Irto DISTRICT; Orango County Flood Control District do Director, OC Public Works P. O. Box 4048 RB: D15 -C 13 Santa Ana -Delhi Diversion (FCl) Santa Ana, CIA 92702-4048 E. ADD SECTION 3 The following is hereby nttdod to die Easement as Section 3: Sectio0. GRANTORagrees that it shall not grant any surface, subsurface oraerial rights in the Easement Meats will unreasonably haterfaro with or prohibit the use by DISTRICT of the right's and easement herein granted, GRANTOR reserves all rights compatible with and not prejudicial to DISTRICT exercise of the rights and coisement herein granted; provided, n , improvements shall be contracted, placed or permitted within, upon, under or above the Easement Alva oldil such construction and/or mainterrsnco plans have first boon approved in mriting by the Airport Director and the Director of Public Works of County of Orange or thch designees. D'u•oetor approval of GRANTOR"s plans shall not be deemed approvat from die standpoint of ahuohiral safety, suitability for Purpose or conformance with building or other codes or, other governmental requirements. P. ADD SECIION 4 The following is hereby added to this Ensement its Section 4: Section 4. PAA CONDITIONS AND RESERVATIONS A. COUNTY hereby reserves unto itself and its operator John Wayne Airport, and their respective successors and assigns, for the use laid benefit of the public, a light of flight for flue passago of ain'crnfi in the airspace above the surface of the above described red properly, together with the right to cause in said Page 3 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 60 of 69 23A-116 EXHIBIT E airspaoo such anise as may be inhorent in the opuatiou of u1sxaft, now known. or hereafter used for navigation of or flight in the said airspace, and for use of said airspace lot landing on, taking off drom or operating on John Wayne Airport. B. DISTRICT by entering into this easement, expressly agrees, for itself, its successors acrd assigns, that it will not crootnor permit the erection of any strnetm•e or buildhng nor porrilit object of natural growth or other obstruction. on the above described real property above a height as doter mined by the application of the requirements of 14 C.R.R., Part 17 (TAR Part 77)1 In etre event the aforesaid covenant is broached, COUNTY reserves die right to enter on the above deaueibed real property and to remove the offending structure or object and to cut the offending natural growth, all of which shall be at tete expenso of the DISTRICT. C. DISTRICT by entering into this easement, expressly agrees, for itself, its successors and assigns, that it will not make use of the above described real property in any maturer which might interfere with the handing and taking off of aircraft at the John Wayms Airport, or otherwise constitute an airport hazard. In the event die aforesaid covenant is broached, the COUNTY reserves the right to enter on the said real property and cause the abatement of such interference at the expense of DISTRICT. D, DISTRICT expressly agroes, for itself, its successors and assigns, that if required, it will Ilio Federal Aviation Administration (RAA) Farm 7460-1, Notice of Proposed Construction or Altoration (or such other official farm as designated), fn the purpose of ahspaeo evalrtation for any and all current and future construction or modification proposed on die show described real proporty. G. AADDQ 9ECTI :W 5 The following section is hereby added to the F,asancnt as Section .5: Section 5. ACCESS TOEASE?vfENT AREA DISTRICT agrees to notify GRANTOR'a Airport Director or designee prior to DISTRICT's commencement of, repair or relocation work ht the Easement Area. GRANTOR shall have the right to dosigaato die access to the Easement Area through, GRANTOR's property by written notice to DISTRICT. This designated access route shall reasonably accommoilato DISTRIC'T'S maintomince velikles. In the event of a need for the GRANTOR to change the access location, GRANTOR stall attempt to give ren (10) days written notice. Said notice $hall be given by Airport Director or designee. 11. ADD SECTION 6 The following section is hereby added to the Easement as Section G: Section 6. REMOVAL AND/OR ABANDONMENT DISTRICT agrees that in the event the sc•vico far which said facilities wake oonahucted is ordered discontinued and DISTRICT is not retlairod by law, n le, or, regulation of any governmental authority to furttlah said service or in the event lire ase of die faeihdw ceases for a period of more than one (1) year without writtan.naticc train DISTRICT to GRANTOR of the circumstances affecting such suspension and of DISTRIC'T'S intention to resume usage of the luailiWes, DIST'RIC'T, at Director's request, and at no cost to GRANTOR, shall promptly reinove and/or abandon any portion of said facilities owned, operated, and maintained by DISTRICT, after receipt of wr'ina, notice from Airport Director to remove and/or abandon. In the event of such removal and/or abandonment, DISTRICT shall execute and record in the Official Records of Orange County, California, a Ouitelainr Deed sufficient to romeive ilia encumbrance of this oasomnnt from title to the Eascnren Area. Pago 4 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 61 of 64 23A-117 EXHIBIT E I. ADD SEC".IION7 The following section is hereby added to the Easement as Section 7: Section 7. COMPLIANCE WITH REGULATORY AU'1'HO1tITIES DISTRICT shall, at its own cont aad expense, promptly and at alltimes obselvo, comply with and carry out all present and future orders, regulations,directions, rules, laws, ordinances, irerotitg and requirements of all govemmentnl authorities, igalcOng but not limited to environmental regulatory authorities, with jurisdiction. in, on, over and about the Easanent Area, which arise from DISTRICT'S use of or perfonw'mce of any nclivilici pctmittnd to he conducted in, on, over, or across tho Basement Aron, In addition, IX&MICT shill ensure that all activities in, on, ever or about the Easement Area are purkbrrowd in accordance with any NPDES (National Pollutant Disehargo Elimination System) pernuc requirements or other water quality statutes, regulations, ordinances, or permits, applicable to such activities, inetudiag but not limited to use of appropriate best management practices, so oa to ensure that pollutants no not discharged into the Channel nor into the flood control system. Prior to tho.Oad of any construction activity, DISTRICT shaft provide Airpor4.Director and Director' of public Works a copy of their Water Quality Management Plan (WQLvIP) for approval, No approvals or convents given hereunder by COUNTY, as a poky to thus Easement shall be deemed approval as to compliance or conformance with applicable governmental codes, laws, rates or regulations. Signature Forgo Follows Page 5 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 62 of 69 23A-118 Approved ss to Perot Office of the County Counsel Orange County, California By: Albarian, Senior Deputy Date: EXHIBIT E MR -9 County of Orango, a political subdivision of the State of California Jolty Wayne Ah -port Barry A. Rondinalla, Airport Director Date: Per Minute Order dated: A nolnrypn6110 ar aG1rr ofGaor eamlaladng tirii, caPotieato vedaes rn0.y the identity of till individual who signed the document to WHO Ihis oartifintals sainted, sad not die imthraLm ae, acawnty, or validity or that docrlmern. Slate of California County of Orange AC HIVOWLE0GIVE ENT 20 bafbre me, personally (save n=meNxe ororaa.e who proved to ale on the basis of eati.6ctor'y evidence to be the personas) w}lose ronle(a) Ware subsoxihed to the within instrument and acknowledged to me that hem/le/they executed the game in bin/her/their authorized copaelly(ies), and that by ltisPoer/their sigrudum(s) on am instrument tie person(s), or the ondty upon behalf of which the person(s) acted, oxecuted the hlshument I certify vada PENALTY' Or, P.MJUR,Y antler tho lows of the Stat, of California that ale foregoing paragraph is true and correct. WITNESS my horn and official spat. �ilgnalWC (Seat) Page G of Santa Ana -Delhi Channel Diversion Projeet Agreement D15.013 23A-119 Page 63 of 69 EXHIBIT E CERTII'TCAT L OF ACCEPTANCE This is to certify that the interest in real property convoyyed by the within deed or grant to the ORANGE COUNTY FLOOD CONTROL DIST RICE, a body corporate and Polite, is lrorebg accepted by order of the Board of Supervisors of the County of Orange, California, acting as the governing bow of the ORANGE COUNTY FLOOD CONTROL 'DISTRICT, and the ORANGE cowry FLOOD CONTROL DISTRICT consents to recordation thereof by its duly authorized officer. ORANGE COUNTY FLOOD CONTROL DISTRICT' Dated: By: — Shane E. Silsby, Director OC Public Works Per Minute Order dated, _.._._ Approved as to Forra Office of the Courcy Counsel Orange County, California by: Deputy Date: Pago 7 of 7 Santa Ana -Delhi Channel Diversion Project Agreement DIS -013 Page 64 of 69 23A-120 EXHIBIT F OCTA Tier 2 Guidelines are available at OCTA's website; at the following link: http://www.octa.net/pdf/CTFPGuidelines.pdf Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 65 of 69 23A-121 EXHIBIT G Insurance, Bonds and Warranties I. Design and Construction Insurance Requirements All consultants, engineers, mitigation agents, the Contractor and each subcontractor to perform work on the Project environmental, design and construction or satisfy obligations in this Agreement shall maintain and provide OCFCD, or COSTA MESA if applicable, with proof of insurance for coverage as set forth below prior to commencement of work Coverage/Limits Coverage Minimum Limits Commercial General Liability with $1,000,0001imit per occurrence products and completed, operations and $2,000,000 aggregate contractual liability Automobile Liability including coverage $1,000,000 limit per occurrence for owned, non -owned and hired vehicles Workers' Compensation Statutory Employer's Liabilit Insurance $1,000,000 limit per occurrence Professional Liability Insurance $1,000,000 limit per claims made or occurrence $1,000,000 ag regate Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office (TSO) Form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. C3rtalified Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A - (Secure A.M. Best's rating) and VIII (Financial Size Category) as determined by the most current edition of the Rest's ICey Rating Guide/Proiserty-Casualty/Uarited states or ambest.com Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 66 of 69 23A-122 1) An Additional Insured endorsement using ISO form CO 2010 or CG 2033 or a form at least as broad naming each Party and JWA and its elected and appointed officials, officers, employees, and agents as Additional Insureds, 2) A primary non-contributing endorsement evidencing that the contractor's insurance is primary and any insurance maintained by any Party shall be excess and non-contributing. 3) A Products and Completed Operations endorsement using ISO Form CG2037 (ed. 10/01) or a form at least as broad, or an acceptable alternative is the ISO from CG2010 (ed. 11/&5). All insurance policies required herein shall waive all rights of subrogation against the Parties and their respective elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. If a Professional Liability policy is a "claims made" policy, that contractor shall agree to maintain professional liability coverage for three years following completion of construction and acceptance of work. The Products and Completed Operations coverage shall also be maintained for three years following completion of construction and acceptance of work. The procuring of such required policy or policies of insurance shall not be construed to limit the Contractor and/or its subcontractor's liability, nor to fulfill an indemnification provisions and requirements, nor in any way to reduce the policy coverage and limits available from the insurer. Required Bonds Contractor shall provide a faithful performance bond, payment bond, and warranty bond (individually "Bond" or collectively "Bonds") subject to Director prior approval and the terms herein. Each Bond shall name the Parties as beneficiaries and grant each Project Representative the right to enforce the bond to complete the Facilities in compliance with all construction obligations including but not limited to those for warranties. Sureties providing these Bonds shall be a Treasury Listed Surety Admitted in California (Federal Register) with a current minimum Best's Key Rating of A- and a Financial Size Category (FSC) of VIII or better. Contractor shall pay all premiums and costs thereof and incidental thereto. SANTA ANA and the Project Representatives agree to not release the Contractor from its Bond(s) without the first obtaining mutual written approval by the Project Representatives. Release of a warranty bond(s) shall occur no earlier than the third anniversary of the sign -off date on the applicable CPP(s). Contractor to provide faithful performance bond(s) in an amount to cover 100% of the estimated construction cost for the Facilities (including labor and materials) to insure the Contractor's faithful performance of all work ander the construction contract and the replacing of, or making acceptable, any defective materials or faulty workmanship. No alterations, time extensions, additional work or other changes authorized by the Agreement or the contract may be made without securing consent of the surety or sureties on the Bonds. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 67 of 69 23A-123 Contractor to provide payment bond(s) in an amount deemed the by Project Representatives as sufficient to guarantee the Contractor's faithful performance of contract obligations, including those required for warranties and any performed post -construction, Required Warranties Contractor to warrant that materials and equipment furnished be new or good quality and carry all available manufacturer's and installer's warranties and that constriction be of good and workmanlike quality in accordance with the terms of this Agreement for a period of three years from completion of Project construction and the sign -off date on applicable CPP(s). Any work not conforming to these requirements shall be considered defective work. The construction contract shall not limit the time that owner of improvements has to pursue any action for defective work for a time period less than the applicable statute of limitations. 11. Operation and Maintenance An O&M contractor(s) shall maintain and provide OCFCD and/or COSTA MESA, with proof of insurance for coverage, at minimum, as set forth below: Coverage/Limits Coverage Minimum Limits Commercial General Liability with products and completed operations and contractual liability $1,000,000 limit per occurrence $1,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Com ensation Statutory Em loyer's Liabilit Insurance $1,000,000 limit per occurrence Required Coverage Fornns The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG CO 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. Oual fled Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in The State of California (California Admitted Carrier) or have a minimum rating of A - (Secure AM. Best's rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Gtrrde/Fronerty-Casualty/United States or ambest.com Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 68 of 69 23A-124 Reguired Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 4) An Additional Insured endorsement using ISO form CG 2010 or CO 2033 or a form at least as broad naming each Party and its elected and appointed officials, officers, employees, and agents as Additional Insureds. 5) A primary non-contributing endorsement evidencing that the contractor's insurance is primary and any insurance maintained by any Party shall be excess and non-contributing. 6) A Products and Completed Operations endorsement using ISO Form CG2037 (ed. 10/01) or a form at least as broad, or an acceptable alternative is the ISO from CG2010 (ed. 11/85), All insurance policies required herein shall waive all rights of subrogation against the Parties and their respective elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. The procuring of such required policy or policies of insurance shall not be construed to limit the contractor and/or subcontractor liability, nor to fulfill an indemnification provision and requirement, nor in any way to reduce the policy coverage and limits available from the insurer. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 69 of 69 23A-125 23A-126 rl 22A.127 \ ) � 2 ! , •, )] ! ! - \\ ! !!!! • , ,! zi \� \!g! 22A.127 \ ) 23A-128