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<br />4.Reimbursement. OC San’s obligation to reimburse City includes the actual <br />total costs for construction of the Manhole Adjustments for each Project, plus <br />an Administrative Fee. The “Administrative Fee” is intended to cover the City’s internal <br />costs related to administration of the Manhole Adjustments and is equal to fifteen <br />percent (15%) of the total costs of the Manhole Adjustments for each Project. <br />a.For each qualifying Project, the anticipated costs shall be presented <br />to OC San in the form of a Supplemental Agreement, which will include all relevant scope <br />and costs. The parties shall execute each Supplemental Agreement prior to, or concurrent <br />with, the City’s Project activities. <br />b.Supplemental Agreements may be executed by the City’s City <br />Manager, or their designee, pursuant to the requirements of this Master Agreement. Such <br />Supplemental Agreements may be made in the form of letter agreements or instruments <br />as agreed between the Parties. <br />c.In any event, failure of the Parties to execute a Supplemental <br />Agreement shall not relieve OC San from obligation to pay for Manhole Adjustment Costs <br />which are necessarily incurred as a result of City Projects, subject to City responsibilities <br />outlined below. <br />5.Timing of Reimbursement. For completion of the Project, City shall submit <br />an invoice to OC San setting forth the cost for the Manhole Adjustments and the <br />amount of the Administrative Fee. Invoices shall be accompanied by a copy of <br />appropriate documentation to substantiate the amounts included in the invoice. OC San <br />shall provide reimbursement funds to City within thirty (30) days of receipt of all required <br />invoices and supporting documentation. <br />6.City Responsibilities. For each applicable Project, the City shall: <br />a.Be responsible for compliance with the California Environmental <br />Quality Act and all other permitting requirements. <br />b.Advertise for bids, hire a contractor, approve the work, and <br />administer the contract for City’s Project which includes the Manhole Adjustment work. <br />c.Include a separate line item in its bid documents for the Manhole <br />Adjustment work. This line item will be identified and labelled as “Adjust OC San <br />Manholes per OC San Standard Drawings S-050A, S-055 and S-055A” or similar <br />designation. <br />d.Allow OC San a period of two (2) weeks to review the proposed bid <br />unit prices for Manhole Adjustment work. OC San reserves the right to decide, based on <br />this review, whether to proceed with the reimbursement process or to make other <br />arrangements to complete the Manhole Adjustment work. <br />Page 2 of 7 <br />55880.00002\43166451.1 <br />  <br />  <br />City Council 18 – 4 8/5/2025