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HomeMy WebLinkAboutORANGE COUNTY SANITATION DISTRICT INSURANCI" NOT REQUIRED Return FULLY EXECUTED WORK MAY PROCEED Copy to City Clerk, M-30 CITY CLERK A-2025-132 DATE: AUG 2 n 2025 o:pwR(2) MASTER REIMBURSEMENT AGREEMENT A1eYt$afi9ean(oz) BETWEEN CITY OF SANTA ANA AND ORANGE COUNTY SANITATION DISTRICT This cooperative cost reimbursement agreement ("Agreement") is made and entered into as of August 5, 2025 ("Effective Date"), by and between the City of Santa Ana (a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 20 Civic Center Plaza, M-21 , Santa Ana, California 92701) ("City") and Orange County Sanitation District (a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 18480 Bandilier Circle, Fountain Valley, California 92708) ("OC San"). City and OC San are hereinafter sometimes referred to individually as "Party" and collectively as the "Parties". RECITALS WHEREAS, City initiates any particular street rehabilitation project ("Project") to improve pavement conditions City-wide; and WHEREAS, City's Projects routinely involve the adjustment of OC San's manhole frames and covers ("Manhole Adjustments") that are within the Project's area; and WHEREAS, City has agreed to perform the Manhole Adjustments as part of its Projects and seek reimbursement from OC San for the costs associated with the Manhole Adjustments ("Manhole Adjustment Costs"); and WHEREAS, OC San has agreed to reimburse City for the Manhole Adjustment Costs; and WHEREAS, the Parties desire to enter into this Agreement to establish the general terms for OC San's to reimburse the City for the Manhole Adjustment Costs. NOW, THEREFORE, the Parties agree as follows: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct, and are hereby incorporated herein by this reference. 2. Scope of Agreement. This Agreement applies to any City Project that involves Manhole Adjustments. For each Project where Manhole Adjustments are required, the City will include the Manhole Adjustment Cost in its Project scope. 3. Term. This Agreement shall commence on the Effective Date and continue for a term of ten (10) years from the Effective Date, unless terminated earlier in accordance with Section 16, below. Page 1 of 7 55880 00002\43166451.1 4. Reimbursement. OC San's obligation to reimburse City includes the actual total costs for construction of the Manhole Adjustments for each Project, plus an Administrative Fee. The "Administrative Fee" is intended to cover the City's internal costs related to administration of the Manhole Adjustments and is equal to fifteen percent (15%) of the total costs of the Manhole Adjustments for each Project. a. For each qualifying Project, the anticipated costs shall be presented to OC San in the form of a Supplemental Agreement, which will include all relevant scope and costs. The parties shall execute each Supplemental Agreement prior to, or concurrent with, the City's Project activities. b. Supplemental Agreements may be executed by the City's City Manager, or their designee, pursuant to the requirements of this Master Agreement. Such Supplemental Agreements may be made in the form of letter agreements or instruments as agreed between the Parties. C. In any event, failure of the Parties to execute a Supplemental Agreement shall not relieve OC San from obligation to pay for Manhole Adjustment Costs which are necessarily incurred as a result of City Projects, subject to City responsibilities outlined below. 5. Timing of Reimbursement. For completion of the Project, City shall submit an invoice to OC San setting forth the cost for the Manhole Adjustments and the amount of the Administrative Fee. Invoices shall be accompanied by a copy of appropriate documentation to substantiate the amounts included in the invoice. OC San shall provide reimbursement funds to City within thirty (30) days of receipt of all required invoices and supporting documentation. 6. City Responsibilities. For each applicable Project, the City shall a. Be responsible for compliance with the California Environmental Quality Act and all other permitting requirements. b. Advertise for bids, hire a contractor, approve the work, and administer the contract for City's Project which includes the Manhole Adjustment work. C. Include a separate line item in its bid documents for the Manhole Adjustment work. This line item will be identified and labelled as "Adjust OC San Manholes per OC San Standard Drawings S-050A, S-055 and S-055A" or similar designation. d. Allow OC San a period of two (2) weeks to review the proposed bid unit prices for Manhole Adjustment work. OC San reserves the right to decide, based on this review, whether to proceed with the reimbursement process or to make other arrangements to complete the Manhole Adjustment work. Page 2 of 7 558 80.0000Z431 GG451.1 e. Provide written notification to OC San at least thirty (30) days prior to the commencement of any Project that will involve the Manhole Adjustment work. f. Include detailed information in the project plans and specification indicating the location and the requirements for the Manhole Adjustments. The Project plans and specification shall also reference OC San's standard drawings S-050A, S-055 and S-055A, attached hereto as Exhibit A, for the Adjustment Work. g. Provide OC San staff with contractor schedules and updates within five (5) days of acceptance by City staff. h. Invite OC San staff to construction progress meetings. i. Notify OC San seventy-two (72) business hours prior to the need for an inspection. j. Ensure the City's construction contractor coordinates with OC San to retrieve the manhole frames and covers for the Manhole Adjustment work (provided by OC San) from the OC San Treatment Plant No. 1 in Fountain Valley. k. Coordinate with OC San to ensure proper timing for OC San's inspectors to be present during the Manhole Adjustment process. 1. Obtain written approval from OC San for any change orders for Manhole Adjustment work prior to implementation. M. Document and inform OC San of the date of the completion of the Manhole Adjustment Work. City will verify with OC San prior to issuance of progress payment to City's construction contractor that Manhole Adjustment work was completed per the standards. 7. OC San Responsibilities. For each applicable Project, OC San shall: a. Provide, at OC San's expense, new frames and covers to replace the existing frames and covers. b. Provide, at OC San's expense, inspection services to assure compliance with the standards. OC San will promptly notify City if any portion of the Manhole Adjustment work appears not to conform to the standards, and will work with the City to resolve all discrepancies. C. Respond to City's request for an inspection within two (2) business days, excluding federal and local holidays. OC San will be responsible for the City's construction contractor's downtime due to failure to comply with this provision. Page 3 of 7 558 80.00002143166451.1 8. Indemnification. Each Party shall indemnify, defend, and hold the other Party (its officials, officers, employees, agents, consultants, and contractors) free and harmless from any and all claims (demands, causes of action, costs, expenses, liabilities, losses, damages or injuries in law or in equity to property or persons including wrongful death) in any manner arising out of or incident to any negligent acts or omissions or willful misconduct of the indemnifying Party (its officials, officers, employees, agents, consultants, or contractors) in the performance of the indemnifying Party's obligations under this Agreement (including the payment of all reasonable attorneys' fees). 9. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: OC SAN: City of Santa Ana Orange County Sanitation District 20 Civic Center Plaza, M-21 18480 Bandilier Circle Santa Ana, CA 92701 Fountain Valley, CA 92708 Attn: City Clerk Attn: Clerk of the Board 10. Force_Maieure. Neither Party will be liable for any delays or other non- performance resulting from circumstances or causes beyond its reasonable control (including without limitation fire or other casualty, act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority other than the Parties). 11. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of Orange, State of California. 12. Entire Agreement. This Agreement represents the entire understanding of the Parties as to those matters contained herein; and supersedes and cancels any prior or contemporaneous oral or written understanding, promises, or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein; and that any other agreements shall be void. This is an integrated Agreement. 13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and Page 4 of 7 558 80.00002\43 16645 1.1 provisions hereof or of the offending provision in any other circumstance; and the remaining provisions of this Agreement shall remain in full force and effect. 14. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators, and assigns of each Party to this Agreement. 15. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 16. Termination. This Agreement may be terminated by the Parties upon thirty (30) days written notice of termination. In such event, City shall be entitled to receive reimbursement for any and all outstanding Manhole Adjustment Costs incurred prior to termination. 17. Time of Essence. Time is of the essence for each and every provision of this Agreement. 18. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof; and shall not in any way affect the meaning or interpretation of this Agreement. 19, Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 21. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 22. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Page 5 of 7 55880.00002\43166451.1 SIGNATURE PAGE FOR MASTER REIMBURSEMENT AGREEMENT BETWEEN CITY OF SANTA ANA AND ORANGE COUNTY SANITATION DISTRICT IN WITNESS WHEREOF, the Parties are signing this Agreement as of the Effective Date. ORANGE COUNTY SANITATION CITY OF SANTA ANA DISTRICT Date: Date- By: By: By: Ryan P. Gallagher Alvaro Nunez Board Chairman City Manager ATTEST ATTEST Date, Date: ,. f te ' Lore- By: Kelly Lore(Sep 26,2025 10:32:58 PDT) By: Kelly A. Lore, MMC Je r L. Hall Clerk of the Board ty Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Sonia Carvalho, City Attorney Date: yy N,61lesen Scott C. Smith. Kyle OC San General Counsel Assistant City Attorney RECOMMENDED FOR APPROVAL: Rodolfo Rosas...,ilys'vg,.24y.5D39oA00' Date.2025.07,31 14:5639-4T6�' Rodolfo Rosas,P.E. Acting Public Works Director Page 6 of 7 55 880.00002\43166451.1 EXHIBIT A Standard Drawings Page 7 of 7 55880.00002\43166451.1 MANHOLE COVER MANHOLE FRAME FILL GAP WITH CONCRETE MORTAR AS REQUIRED MIN.3' �— BEAD OF SIKAFLEX 1A SIKA-449/203 PRIMER (OR EQUAL) MIN.1'WELD © ---- CONCRETE GRADE RING PVC MANHOLE TOPPER DETAIL "AI' SEE DETAIL"A" I MANHOLE COVER / MANHOLE FRAME I I PVC MANHOLE TOPPER a d a . z I PVC LINER a T � a L 4 O MIN.I"WIDE PVC WELD STRIP z NEW MANHOLE PVC LINER DETAIL V q NOTES: 0 1. MAKE FINAL ADJUSTMENTS ATTHE MORTAR JOINT BETWEEN THE FIRST AND SECOND GRADE RINGS.SET FLUSH WITH PAVEMENT TO w ONE-EIGHTH INCH HIGH. s 2, ADD OR REMOVE GRADE RINGS,REPAIR PVC OR SPRAYED ON LINER,AND SPARK TEST LINER FOR PINHOLES AND"PROBE TEST"FOR WEAK WELDS AS APPROVED BY THE ENGINEER.ADJUST HEIGHT AT MANHOLE RISER SECTIONS IF THE TOTAL HEIGHT OF GRADE RINGS WOULD EXCEED 24INCHES. 3. BACKFILL FLUSH WITH SURFACE OR BELOW PAVEMENT SURFACE AS REQUIRED GOVERNING AGENCY WITH 3250 PSI(CLASS B) QUICK SETTING CONCRETE FOR COLLAR.EXPOSED CONCRETE SHALL BE BLACK IN COLOR. 4, FILL AREA ABOVE BELOW-GRADE COLLAR WITH AC WEARING SURFACE TO MATCH ADJACFNTAC. W 5. WHERE ODOR CONDITIONS EXIST OR WHERE DESIGNATED,SEAL MANHOLE RIM AND HOLES WITH DUCT-SEAL MASTIC.RE-SEAL IF EXISTING MANHOLE COVER WAS SEALED. ORANGE COUNTY SANITATION DISTRICT ORANGE COUNTY,CALIFORNIA PVC LINER INSTALLATION NO SCALE ASP" E°°" EXISTING CONCRETE MANHOLE STANDARD DWG. J� O,gna"y 555ned 6y Mlllaa,IGthlem 1 EDAC 02/2212017 Millea,Kathleen �^05�� a NO. APPROVED DATE DI"ECT°" W OFEIJGEE14W DATE ADJUST TO GRADE SPRAY-ON COATING TERMINATION OR PVC LINING TOPPER AT MANHOLE FRAME PER S-050A AND S-055A ALTERNATE: 1211 MANHOLE FRAME AND COVER CONCRETE COLLAR TO MIN PER PROJECT SPECIFICATIONS GRADE (BLACK MIX) 3" HOT MIX ASPHALT 51 _____________________________ - ILL ------------------------------------------------------- 12"MIN 12"MIN 24"MAX #4 @ 6"CIRCULAR MORTAR JOINTS,TYP #4 @ 12" RADIAL,TYP CONCRETE COLLAR,TYP NEW OR EXISTING CONE PVC WELD STRIP FOR GRADE RING AND CONE FOR PVC LINER REPAIR,TYP. CROSS SECTION w NOTES: 1. NEATLY REMOVE PAVEMENT AND AGGREGATE BASE AS NECESSARY TO MAKE ADJUSTMENT. 2. MAKE FINAL ADJUSTMENTS AT THE MORTAR JOINT BETWEEN THE FIRST AND SECOND GRADE RINGS. SET FLUSH WITH PAVEMENT TO 1/8" HIGH. 3. AT EXISTING MANHOLES,ADD OR REMOVE GRADE RINGS, REPAIR PVC OR SPRAYED LINER,AND SPARK TEST LINER FOR PINHOLES AS APPROVED BY THE ENGINEER. ADJUST HEIGHT AT MANHOLE RISER SECTIONS IF THE TOTAL HEIGHT OF GRADE RINGS WOULD EXCEED 24". ru 4. BACKFILL FLUSH WITH SURFACE OR BELOW PAVEMENT SURFACE AS REQUIRED BY GOVERNING AGENCY WITH 3250 PSI (CLASS B) QUICK-SETTING CONCRETE TO FORM COLLAR, EXPOSED CONCRETE SHALL BE BLACK IN COLOR. 5. FILL AREA ABOVE BELOW-GRADE COLLAR WITH AC WEARING SURFACE TO MATCH ADJACENT AC. 6. WHERE ODOR CONDITIONS EXIST OR WHERE DESIGNATED, SEAL MANHOLE RIM AND HOLES WITH DUCT-SEAL MASTIC. RE-SEAL IF EXISTING MANHOLE COVER WAS SEALED. a{ ORANGE COUNTY SANITATION DISTRICT NO SCALE ORANGE COUNTY,CALIFORNIA MANHOLE ADJUSTMENT TO 2 M KLElNE 1 210 41262 3 Arrnoveoey STANDARD DWG. 1 EDAC 02/22/2017 @�IlyslgnmdhyMlJpe GRADE [+ Michael Dorman�f"��,",oa,ses"msnv �]"055 NO. APPROVED DATE DIRECTOR OF ENGINEERING DATE o❑ MANHOLE COVER MANHOLE FRAME SAWCUT EXIST CONCRETE 1,5" BEAD OF SIKAFLEX 1A SIKA-449/203 PRIMER (OR EQUAL) FILL GAP WITH CONCRETE C/ `°" = MORTAR AS REQUIRED MIN,1"WELD CONCRETE GRADE RING PVC MANHOLE TOPPER REPAIR CONCRETE AS REQUIRED NON PVC-LINED OR CORRODED CONCRETE DETAIL"A" GRADE RINGS SEE DETAIL"A" I MANHOLE COVER / MANHOLE FRAME I d 1 ° e y IMPROPERLY I n TERMINATED PVC LINER AT TOP OF MANHOLE e a- TRIM EXISTING PVC EXISTING :_ : °4 LINER TO SOUND .a PVC LINER CONCRETE a 4 a CLEAN EXISTING PVC LINER WITH 409 AND BUFF Q SURFACE,WELD NEW PVC MANHOLE TOPPER ONTO EXISTING PVC LINER WITH 1"PVC WELD STRIP m EXISTING MANHOLE PVC LINER DETAIL NOTES: 1, AT EXISTING MANHOLES,ADD OR REMOVE GRADE RINGS,REPAIR PVC OR SPRAYED ON LINER,AND SPARK TEST LINER FOR PINHOLES AND'PROBE TEST"FOR WEAK WELDS AS APPROVED BY THE ENGINEER.ADJUST HEIGHT AT MANHOLE RISER SECTIONS IF THE TOTAL w HEIGHT OF GRADE RINGS WOULD EXCEED 24INCHES. ' 2. WHERE ODOR CONDITIONS EXIST OR WHERE DESIGNATED,SEAL MANHOLE RIM AND HOLES WITH DUCT-SEAL MASTIC.RE-SFAL IF EXISTING MANHOLE COVER WAS SEALED. ORANGE COUNTY SANITATION DISTRICT NO SCALE ORANGE COUNTY,CALIFORNIA PVC LINER REPAIR c rePAoveE ov STANDARD DWG. 1 ECAC 02M017 K ",W�Ys�<",Mk�K,h��� EXISTING CONCRETE MANHOLE j Millea,Kathleen w,e:,o,,.,�,,,,�,,j2.�,�. 5-055A oNO. APPROVED DATE DIRECTOR OFENGINEEFING Dare Master Reimbursement Agreement - City of Santa Ana Final Audit Report 2025-09-26 Created: 2025-09-25 By: Kelly Lore(klore@ocsan.gov) Status: Signed Transaction ID: CBJCHBCAABAAxACsxRy6TJCOIVuxSr_hc4V7v2xKViRi "Master Reimbursement Agreement - City of Santa Ana" History Document created by Kelly Lore (klore@ocsan.gov) 2025-09-25-6:32:46 PM GMT-IP address:65.206.195.5 Document emailed to Ryan Gallagher(rgallagher@mknassociates.us) for signature 2025-09-25-6:33:57 PM GMT Email viewed by Ryan Gallagher(rgallagher@mknassociates.us) 2025-09-25-6:36:31 PM GMT-IP address: 104.47.56.254 Document e-signed by Ryan Gallagher(rgal lag her@mknassociates.us) Signature Date:2025-09-25-6:36:55 PM GMT-Time Source:server-IP address:70.169.228.254 Document emailed to Scott Smith (scott.smith@bbklaw.com) for signature 2025-09-25-6:36:57 PM GMT u6 Document e-signed by Scott Smith (scott.smith@bbklaw.com) Signature Date:2025-09-26-4:00:13 PM GMT-Time Source:server-IP address:72.219.141.126 Document emailed to Kelly Lore (klore@ocsan.gov)for signature 2025-09-26-4:00:17 PM GMT Email viewed by Kelly Lore (klore@ocsan.gov) 2025-09-26-5:32:38 PM GMT-IP address: 104.47.65.254 Document e-signed by Kelly Lore (klore@ocsan.gov) Signature Date:2025-09-26-5:32:58 PM GMT-Time Source:server-IP address:65.206.195.5 Agreement completed. 2025-09-26-5:32:58 PM GMT SA Powered by Adobe ORANGE COUNTY SANITATION DISTRICT Acrobat Sign