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HomeMy WebLinkAboutC-8895-4 - Reimbursement Agreement for Installation and Adjustment of Utilities to Grade for Von Karman Avenue Pavement Rehabilitation ProjectFile No. 12521 REIMBURSEMENT AGREEMENT BETWEEN IRVINE RANCH WATER DISTRICT AND THE CITY OF NEWPORT BEACH FOR INSTALLATION AND ADJUSTMENT OF UTILITIES TO GRADE FOR VON KARMAN AVENUE PAVEMENT REHABILITATION PROJECT This REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into as of this 3f A day of lJ IV , 2025 ("Effective Date"), by and between IRVINE RANCH WATER DISTRICT, a California water district formed and existing pursuant to the California Water District Law ("IRWD") and the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"). RECITALS A. The City intends to construct pavement improvements for a section of Von Karman Avenue, between MacArthur Boulevard and Campus Drive, Contract No. 8895-3 (the "Project"), within the jurisdictional boundaries of the City of Newport Beach. B. The Project will necessitate the following construction work on IRWD facilities at the unit costs described on Exhibit A (the infrastructure collectively referred to as the "IRWD Facilities," and all construction work related thereto referred to as the "Work"): ■ Replacement and adjustment to grade of approximately: • 37 Domestic Water Valve Box Frame and Covers (Bid Item C-33) • 11 Recycled Water Valve Box Frame and Covers (Bid Item C-34) • 2 Blowoff Manhole Ring, Frame and Covers (Bid Item C-35) C. For the purpose of economy and expediency, the parties intend for City to perform the Work subject to IRWD's reimbursement to the City of all costs. D. Upon the completion of the Work, the parties intend that any new IRWD Facilities installed as part of the Work will become the property of IRWD in accordance with the terms of this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. IRWD FACILITIES. As part of the Project, City shall initiate and pursue to completion the design and construction of the IRWD Facilities and perform all Work in accordance with the terms and conditions of this Agreement. 22003945.1 2. PLANS. City shall complete the Work pursuant to project plans and specifications ("Plans and Specifications") approved by IRWD and used in awarding the construction contract. Prior to preparing the Plans and Specifications, City shall have its Design Engineer, or other qualified agent, submit proposed improvement plans for the IRWD Facilities to IRWD. IRWD will have a period of five (5) calendar days from its receipt of that design proposal to review and either indicate its approval or request changes. City shall cause its Design Engineer or other qualified agent to review and respond to any requested changes. The Plans and Specifications shall be deemed to incorporate the applicable portions of IRWD's latest edition of Construction Manual for the Construction of Water, Sewer, and Reclaimed Water Facilities (the "Construction Manual"). City shall let the contract for the performance of the Work (together with non - reimbursable work to be completed by City within the Project) pursuant to plans prepared by City's Design Engineer or other qualified agent. 3. BIDDING AND AWARD. 3.1 Construction of the IRWD Facilities shall be included in City's public works bidding process to be awarded as part of the overall Project. The IRWD Facilities shall be bid as a separate item or items that can be deleted. During the bidding process, City shall deliver to IRWD one complete set of the bid documents that include the IRWD Facilities, and deliver all related addenda concurrently with their distribution to prospective bidders. Upon opening of bids by City, City shall submit the bids or a spreadsheet summary of the bids to IRWD. 3.2 IRWD shall have a period of ten (10) calendar days from its receipt of the bids or spreadsheet summary to review and approve any bid items for IRWD Facilities submitted by the bidder identified to IRWD by City as City's proposed successful bidder. 3.3 Bids received for the construction of any IRWD Facilities shall be subject to the approval of IRWD prior to award of any Project construction contract that includes the IRWD Facilities. 3.4 If IRWD does not approve any of the bids by the successful bidder for the IRWD Facilities, then either party may terminate this Agreement upon 24 hours' prior written notice, in which event City will have no further obligation to perform the Work, and IRWD may elect to install the IRWD Facilities with its own contractor. 3.5 If IRWD approves the IRWD Facilities bid items of the successful bidder, then City shall cause the IRWD Facilities to be constructed as part of the contract awarded to that bidder. 3.6 The total cost for the IRWD Facilities and Work is estimated to be Fifty Thousand Dollars and 00/100 Cents ($50,000.00), but the actual amount that IRWD will reimburse the City shall be based on the actual costs. The City Cost Estimate for the Project, including line items for the Work, is attached hereto as Exhibit A. 3.7 Upon award of the construction contract, City shall provide IRWD with one original copy of the fully -executed contract documents and one copy of the bid package relating to the IRWD Facilities received from the successful bidder. 22003945.1 4. DESIGN REVISIONS AND CHANGE ORDERS. 4.1 IRWD shall reimburse City for any change orders for revisions requested by IRWD or otherwise required for the Work. City shall promptly furnish IRWD with copies of any proposed change orders to the contract within five (5) business days of the initiation of the changed conditions to the contract, which will be subject to IRWD approval, if, and to the extent that, IRWD Facilities are affected. 4.2 IRWD shall promptly review proposed change orders and provide the City with a response within five (5) business days or sooner of receiving any proposed change order information from City. IRWD will not unreasonably cause delay to the construction schedule of the Project in reviewing proposed change orders for the Work. 4.3 Notwithstanding any other provision herein, any IRWD approval under this Section 4 will be deemed given if the City does not receive a response from IRWD within eight (8) business days following the written request for that approval, unless the parties agree otherwise in a writing executed by both parties. 5. REIMBURSEMENT. 5.1 IRWD shall reimburse City for the following costs for the Work and the IRWD Facilities, Ccollectively, the "Costs"): (1) the actual costs of design, materials, construction, permits, bonds, and legal fees (excluding the costs of preparation of this Agreement) incurred by City in connection with the Work; and (2) an administration fee which will be equal to four percent (4%) of the actual cost of construction (costs paid directly to City's contractor for construction, only, excluding any cost for design, surveying, geotechnical or other work) of the Work. This amount will be deemed to cover all costs of project administration, including, but not limited to, accounting, inspection, surveying, compaction testing, geotechnical services and engineering. City shall keep a separate accounting of all Costs incurred by City in relation to the Work. 5.2 Within sixty (60) calendar days after IRWD's acceptance of the IRWD Facilities as provided in Section 8, City shall make a final accounting of the Costs and submit that accounting to IRWD along with an invoice for the Costs and any supporting documentation necessary to show the amounts which represent Costs. Amounts paid pursuant to progress payment invoices will be subject to adjustment in the final accounting. IRWD shall pay to City the total amount of the Costs within thirty (30) calendar days after IRWD's receipt of the final accounting. 6. LAWS, ORDINANCES, RULES AND REGULATIONS. City shall require in its contract for the Work that its contractor be fully informed of and comply with all laws, ordinances, rules and regulations, including, but not limited to, all applicable requirements of the California Labor Code, prevailing wage laws, the Construction Manual, and the Rules and Regulations of IRWD in performing the Work. 7. INSPECTION. IRWD will have sole and absolute discretion as to all aspects of the Work, and IRWD will be entitled to inspect the Work as it deems necessary to assure compliance with the Plans and Specifications, including shop drawing review and material inspection. IRWD will have access to all phases of the Project to be performed by City for the 22003945.1 purpose of those inspections; provided, however, all questions regarding the Work or Project will be directed to City's resident engineer or designee. IRWD will promptly notify City of any portion of the Work which appears not to conform to the Plans and Specifications. The determination of IRWD as to conformity of the Work with the Plans and Specifications will be made in IRWD's sole and absolute discretion. IRWD shall not unreasonably withhold its approval as to conformity of the Work with the Plans and Specifications. City shall require its contractor to perform the Work so that the IRWD Facilities conform to the Plans and Specifications. City shall assume full responsibility for certifying or obtaining certification of the compaction of backfill material over the IRWD Facilities. 8. ACCEPTANCE. IRWD shall accept the IRWD Facilities, as installed, relocated, or adjusted, when the Work has been completed by City in accordance with all requirements of the Plans and Specifications, including any change orders approved by IRWD as provided in Section 4. At the time of completion and acceptance of the IRWD Facilities, City shall furnish IRWD with one copy of the contractor's redlined set of blueline "record" drawings (showing all revisions, manufacturer and type of valves, pipe and fittings as required by IRWD) and one copy of the compaction reports and certificate, survey notes, and cut sheets. 9. OWNERSHIP. Notwithstanding the fact that City shall accomplish the Work subject to reimbursement, the IRWD Facilities, together with the necessary franchises, licenses, easements, rights -of -way, and other privileges, will at all times be subject to the applicable rates, rules and regulations of IRWD, as modified or amended from time to time. City hereby disclaims any interest in the IRWD Facilities and hereby transfers and assigns to IRWD any and all right, title, and interest it may have in the IRWD Facilities upon their completion and acceptance. IRWD shall own, operate and maintain the IRWD Facilities following their acceptance. 10. GUARANTEES. City shall, pursuant to the requirements of the Plans and Specifications, cause any contractor for the Work to guarantee the IRWD Facilities against defects in workmanship and materials for a period of one (1) year from the date of acceptance by City, which acceptance shall be given only after acceptance by IRWD as provided in Section 8. City shall cause the IRWD Facilities to be brought or restored to full compliance with the requirements of the Plans and Specifications, including any test requirements, for any portions of the IRWD Facilities that during the one year period are found not to be in conformance with the provisions of the Plans and Specifications. This guarantee is in addition to any and all other warranties, express or implied, from City's contractors or material manufacturers, with respect to the IRWD Facilities. The guarantee and obligations under this section will in no way be relieved by IRWD's inspection and/or acceptance of the IRWD Facilities. This section sets forth the entire guarantee and warranty of City with respect to the IRWD Facilities. The express or implied warranties of other persons with respect to IRWD Facilities will in no way be limited by the guarantee and warranty of City contained in this section. If requested by IRWD, City shall assign to IRWD the contractor's guarantee and/or any other guarantees or warranties relating to the IRWD Facilities. 11. INDEMNIFICATION. 11.1 City shall indemnify, defend and hold IRWD, its officers, agents, employees, and engineers harmless from any expense, liability or claim for death, injury, loss, damage or expense to persons or property which may arise or is claimed to have arisen during 22003945.1 performance of the Work as a result of any work or action performed by City or on behalf of City, save and except to the extent such expense, liability or claim is proximately caused in whole or in part by any act, omission, or negligence of IRWD, its officers, agents, employees or engineers or by any act or omission for which IRWD, its officers, agents, employees or engineers are liable without fault. 11.2 IRWD shall indemnify, defend and hold City, its officers, agents, and employees, harmless from any expense, liability or claim for death, injury, loss, damage or expense to persons or property which may arise or is claimed to have arisen either (i) as a result of any acts performed by IRWD, its officers, agents, or employees, with respect to the IRWD Facilities or Work; or (ii) following IRWD acceptance of the IRWD Facilities, with respect to maintenance and operation of the IRWD Facilities, save and except to the extent such expense, liability or claim is proximately caused in whole or in part by any negligence of City, its officers, agents, employees or engineers, or by any act or omission for which City, its officers, agents, employees or engineers are liable without fault. 11.3 Except for the payment of money, neither party will be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, Act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority other than the parties 12. INSURANCE AND BONDING. City shall cause its contractors to provide performance and payment bonds for the construction of the Project including the Work and to obtain insurance coverage sufficiently broad to insure the matters set forth in this Agreement and to include IRWD, its officers, agents, employees and engineers, as additional insureds on all insurance policies that City requires its contractors to provide. As evidence of such insurance coverage, City shall, prior to commencement of performance of the Work, provide IRWD with certificates of insurance and insurance endorsements from City's contractor(s) in a form acceptable to IRWD. 13. TERMINATION. 13.1 IRWD may terminate this Agreement at any time, subject to the provisions of this section, by providing five (5) business days' prior written notice to City, except as noted in Section 3 with respect to unapproved bids. If, at the request or direction of a party other than City, the performance of the Work is not accomplished or completed, IRWD shall remain obligated for the actual amount of the Costs incurred by City to the date of termination. 13.2 If the Project is canceled or modified so as to eliminate the necessity of the construction of the IRWD Facilities, City shall have the right to terminate this Agreement and thereby terminate its obligation to perform the Work, by providing five (5) business days' prior written notice to IRWD. In such case, IRWD will not be obligated for any design or any other Costs incurred by City. If IRWD elects to perform the Work, IRWD may, but shall not be obligated to, acquire the design or other work from City by separate agreement. 22003945.1 14. NOTICE. Any notice or other written instrument required or permitted by this Agreement to be given to either party shall be deemed received when personally served or 24 hours after being deposited in the U.S. Mail, postage prepaid, registered or certified and addressed as follows: DISTRICT: Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619-7000 Attn: General Manager CITY: City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Attn: Public Works Department 15. SUCCESSORS AND ASSIGNS, INTEGRATION; AMENDMENT. This Agreement will be binding upon and inure to the benefit of the successor and assigns of City and IRWD. This Agreement constitutes the entire Agreement between City and IRWD and supersedes all prior understandings and agreements between the parties with respect to the subjects hereof. This Agreement may be modified only in writing signed by both parties hereto. 16. LEGAL FEES. In the event of any declaratory or other legal or equitable action instituted between City and IRWD in connection with this Agreement, the prevailing party shall not be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys' fees. 17. DEEMED APPROVAL. Any approval required to be given by either party pursuant to this Agreement shall be deemed given if no response to the parry's request for such approval is received by the requesting party within ten (10) calendar days following the written request for such approval. 18. SEVERABILITY. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or other unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term provision, covenant or condition of this Agreement will be valid and enforceable to the fullest extent permitted by law. 19. APPLICABLE LAW. This Agreement will be construed and enforced in accordance with the laws of the State of California. 20. WAIVER. The waiver of any provision of this Agreement by either party will not be deemed to be a waiver of any other provision or of any preceding or subsequent breach. [SIGNATURES ON THE NEXT PAGE] 22003945.1 The parties are signing this Reimbursement Agreement to be effective as of the Effective Date. IRVINE RANCH WATER DISTRICT Signed in Counterpart By Kevin L. Burton, Executive Director of Technical Services ATTEST: Signed in Counterpart By Secretary/Assistant Secretary APPROVED AS TO FORM: Signed in Counterpart By Legal Counsel, IRWD CITY OF NEWPORT BEACH a California municipal corporation By a K.Leung Manager ` ATTEST: APPROVED AS TO FORM: By Q( ) gj)n C. Harp Attorney 22003945.1 The parties are signing this Reimbursement Agreement to be effective as of the Effective Date. IRVINE RANCH WATER DISTRICT B Y Paul Cook, General Manager ATTEST: By Secretary/Assistant Secretary APPROVED AS TO FORM: By COW _ � V Legal Counsel, IRWD CITY OF NEWPORT BEACH a California municipal corporation By Grace K. Leung City Manager ATTEST: By Molly Perry Interim City Clerk APPROVED AS TO FORM: By J(�'r ) a on C. Harp t Attorney 97003945.1 EXHIBIT A CITY COST ESTIMATE — IRWD FACILITIES UNIT ITEM DESCRIPTION QUANTITY PRICE AMOUNT Remove and Install New IRWD Domestic Water 37 EA C-33 Valve Frame and Cover to Grade per IRWD Std. No. W-22 $1000.00 $37,000.00 Remove and Install New IRWD Reclaimed 11 EA C-34 Water Valve Frame and Cover to Grade per IRWD Std. No. W-22 $1000.00 $11,000.00 Adjust IRWD Blowoff Manhole Frame & Cover to 2 EA C-35 Grade Per IRWD Std. No. W-14 $1000.00 $2,000.00 Total $50,000.00 22003945.1