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08-0909_ORANGE, COUNTY OF_Agreement No. D08050 J AGREEMENT No. D08-050 1 THIS AGREEMENT for the purpose of identification hereby is numbered D08-050 and entered into 2 this CH+h day of Sept>eM ber 2008, BY AND BETWEEN 3 COUNTY OF ORANGE, hereinafter referred to as "COUNTY" 4 AND 5 CITY OF SAN JUAN CAPISTRANO, 6 hereinafter referred to as "CITY" 7 RECITALS 8 WHEREAS, in cooperation with the State of California Department of Transportation, the COUNTY 9 proposes.to improve Ortega Highway from the easterly boundary of the City of San Juan Capistrano to a 10 point approximately 2,000 feet easterly of Antonio Parkway , hereinafter referred to as "PROJECT"; and 11 WHEREAS, CITY proposes to install a 12-inch concrete mortar lined and coated pressure class 300 12 steel pipeline within the right of way of Ortega Highway, between the easterly boundary of the City of San 13 Juan Capistrano to Antonio Parkway, hereinafter referred to as "FACILITIES INSTALLATION"; and 14 WHEREAS, CITY desires COUNTY to include the FACILITIES INSTALLATION into the PROJECT 15 plans and specifications in accordance with the terms of this AGREEMENT. 16 NOW THEREFORE, IT IS AGREED by the parties hereto as follows: 17 I. COUNTY SHALL: 18 A. Review FACILITIES INSTALLATION plans and specifications for consistency with 19 PROJECT and include within its construction contract for PROJECT, FACILITIES 20 INSTALLATION work per CITY standards as shown on plans and specifications prepared 21 by CITY, as separate deletable bid items. Said deletable bid items and estimated 22 quantities are identified on Exhibit A attached hereto. 23 B. Advertise for bids and award a construction contract for PROJECT to the lowest 24 responsive responsible bidder, hereinafter referred to as "CONTRACTOR". 25 /// 26 /// 5/6/2008 7:45 AM Page 1 of 9 • AGREEMENT No. D08-050 1 C. Be solely responsible for PROJECT contract award and for the administration and 2 performance of the contract awarded to CONTRACTOR for the FACILITIES 3 INSTALLATION. 4 D. Incorporate within the contract documents for the PROJECT a requirement for the 5 CONTRACTOR to obtain and keep in full force and effect throughout the life of the 6 PROJECT, for the mutual benefit of CITY and COUNTY, a policy or policies of 7 comprehensive, broad form, general liability and automobile insurance against claims and 8 liabilities for activities of the CONTRACTOR in the amount of$5,000,000 (combined 9 single limit per occurrence). Said policies shall name CITY and its respective elected and 10 appointed officials, officers, agents and employees as additional insured's and shall, 11 additionally, contain language providing for waiver of subrogation, that the policies are 12 primary and noncontributing with any insurance that may be carried by the parties hereto 13 and that said insurance may not be canceled or materially changed except upon thirty 14 (30) days written notice to COUNTY. COUNTY shall also require that workers' 15 compensation benefits be secured by the CONTRACTOR as required by law. 16 E. Upon execution of AGREEMENT and within 30 days after the award of the construction 17 contract for the PROJECT, invoice CITY for Six Hundred Seventy Five Thousand Dollars 18 ($675,000.00), the estimated cost for FACILITIES INSTALLATION. 19 F. Appoint a representative to administer the construction contract and perform the usual 20 functions of a Resident Engineer, hereinafter referred to as "RESIDENT ENGINEER". 21 Decisions made by the RESIDENT ENGINEER shall be final. The duties of the 22 RESIDENT ENGINEER shall include coordination of submittal review with the CITY'S. 23 Design Engineer, pipeline installation inspection, welding inspection, enforcement of 24 CONTRACTOR'S compliance with Mitigation Measures of the PROJECT, and other 25 duties normally associated with construction management. 26 5/6/2008 7:45 AM Page 2 of 9 • , AGREEMENT No. D08-050 1 G. Provide access to the PROJECT site for the CITY'S purposes of inspection and to ensure 2 that the FACILITIES INSTALLATION work is performed in accordance with approved 3 plans and specifications provided by CITY. 4 H. Issue Contract Change Orders to the FACILITIES INSTALLATION work but only after 5 approval by CITY'S Engineer. 6 I. Not accept the FACILITIES INSTALLATION work from CONTRACTOR until CITY 7 concurs that CITY'S facilities have been constructed in accordance with CITY'S approved 8 plans and specifications and any authorized Contract Change Orders. 9 J. Require that any and all labor and materials bonds and performance bonds required to be 10 supplied by the CONTRACTOR for the project shall include CITY as a named assured on 11 said bonds. 12 K. Require that the CONTRACTOR provide a one year warranty and bond in the amount of 13 the constructed facilities for all material and labor of the FACILITITES INSTALLATION to 14 the CITY. 15 L. Incorporate within the construction contract documents for the PROJECT, a provision to 16 allow the CITY to remove and cancel the FACILITIES INSTALLATION work from the 17 PROJECT, if the CITY and COUNTY agree that the CONTRACTOR did not competitively 18 bid on the work of the FACILITIES INSTALLATION. 19 II. CITY SHALL: 20 A. Prepare the necessary plans and specifications compatible with the format of the 21 PROJECT plans and specifications, and secure the necessary permits for construction 22 and operation of the FACILITIES INSTALLATION to include into COUNTY'S plans and 23 specifications for PROJECT. Said plans and specifications shall be delivered to 24 COUNTY prior to submittal of plans and specifications to the Orange County Board of 25 Supervisors for approval and advertising. 26 5/6/2008 7:45 AM Page 3 of 9 AGREEMENT No. D08-050 1 B. Upon the COUNTY'S opening of bids for the PROJECT, CITY shall review the bid prices 2 received for the FACILITIES INSTALLATION deletable bid items. If the CITY concurs 3 with the bid prices received, CITY shall provide written concurrence to the COUNTY. If 4 the CITY does not concur with he bid prices received, CITY shall provide written 5 authorization to the COUNTY to remove the FACILITIES INSTALLATION deletable bid 6 items from the PROJECT'S construction contract. 7 C. Deposit with COUNTY Six Hundred Seventy five Thousand Dollars ($675,000.00) as the 8 estimated cost for FACILITIES INSTALLATION listed in Section I.E. Said deposit shall be 9 made within sixty (60) calendar days of the receipt of the invoice defined in Section I.E. 10 D. Appoint a representative, hereinafter referred to as CITY REPRESENTATIVE, who shall 11 inspect all construction activities relating to FACILITIES INSTALLATION. CITY'S 12 REPRESENTATIVE shall at all times coordinate activities with and cooperate with 13 RESIDENT ENGINEER to ensure timely review of FACILITIES INSTALLATION activities 14 to facilitate the construction activity, but the decision of COUNTY'S RESIDENT 15 ENGINEER shall be final. 16 E. Review and expeditiously approve Contract Change Order submittals from COUNTY. 17 CITY shall not unreasonably withhold consent to Change Order submittals. 18 F. Upon completion and acceptance of the construction work own, operate, and maintain the 19 installed facilities, and release COUNTY from any and all liability arising from the 20 FACILITIES INSTALLATION. 21 G. Upon acceptance of the construction work for the FACILITIES INSTALLATION and 22 receipt of an Invoice and Final Accounting Report from COUNTY, provide to COUNTY 23 final payment for said FACILITIES INSTALLATION determined as the sum of Section 24 II.G.1, G.2, and G'.3; 25 1. The actual sum of the item bid prices for the FACILITIES INSTALLATION, from the 26 CONTRACTOR to whom COUNTY has awarded the contract for PROJECT. 5/6/2008 7:45 AM Page 4 of 9 AGREEMENT No. D08-050 1 2. Contract Change Order expenses approved by CITY'S REPRESENTATIVE related 2 to work involved with FACILITIES INSTALLATION if any, will be added to the 3 above. 4 3. Fifteen percent (15%) of the actual amount determined in Section II.G.1.and G.2. 5 above as an agreed amount to reimburse COUNTY for costs incurred for 6 administration and inspection related to FACILITIES INSTALLATION will be added 7 to the above. 8 III. IT IS MUTUALLY UNDERSTOOD AND AGREED THAT: 9 A. If the final cost per Section II.G. exceeds the deposit, CITY shall within sixty (60) days of 10 receipt of the Final Accounting Report and Invoice, approve the report and pay COUNTY 11 the difference; if the final cost is less than the deposit, COUNTY shall refund the 12 difference to CITY. 13 B. Neither COUNTY nor CITY, nor any officer or employee thereof, shall be responsible for 14 any loss, damage or injury of any kind or character to any person or property, arising out 15 of anything done or omitted to be done by the other under or in connection with any work 16 or obligation performed under this AGREEMENT. 17 C. The terms and provisions of this AGREEMENT shall be binding upon and inure to the 18 benefit of the parties hereto and their successors and assigns. 19 D. This AGREEMENT may be executed in two counterparts and each such counterpart shall. 20 be deemed to be an original. 21 E. Any Notice or other written instrument required or permitted by this AGREEMENT to be 22 given to either party shall be deemed received when either personally served or forty- 23 eight (48) hours after being deposited in the U.S. Mail, postage prepaid, registered or 24 certified and addressed as follows: 25 COUNTY: Ms. Tina L. Taverner, Project Manager OC Public Works 26 PO Box 4048 Santa Ana, CA 92702-4048 5/6/2008 7:45 AM Page 5 of 9 • AGREEMENT No. D08-050 1 CITY: Mr. Eric Bauman, Water Engineering Manager City of San Juan Capistrano Public Works Department 2 32450 Paseo Adelanto San Juan Capistrano, CA 92675 3 4 F. No alteration or variation of the terms of this AGREEMENT shall be valid unless made in 5 writing and signed by the parties hereto, and no oral understanding or agreement not 6 incorporated herein shall be binding on any of the parties hereto. 7 G. Any approval required to be given by either party pursuant to the terms of this 8 AGREEMENT except for approval by COUNTY'S Board of Supervisor's and/or CITY'S 9 Mayor, shall be requested in writing and be deemed given if no written response to the 10 party's request for such approval is received by the requesting party within thirty (30) days 11 following a request for such approval. 12 H. Pursuant to Government Code Section 895.4, COUNTY and CITY shall defend, with 13 counsel approved in writing, indemnify and save each other, their respective elected 14 officials, officers, agents and employees harmless from all liability from loss, damage, or 15 injury (as defined in Government Code section 810.10.8) to persons or property, including 16 any and all legal costs and attorneys' fees, arising in any manner out of the performance 17 occurring by reason of anything done or omitted to be done by the other under or in 18 connection with any work or obligation performed under this AGREEMENT. 19 I. This AGREEMENT contains the entire agreement between the parties with respect to the 20 matters provided for herein. 21 J. If any part of this AGREEMENT is held, determined or adjudicated to be illegal, void or 22 unenforceable by a court of competent jurisdiction, the remainder of this AGREEMENT 23 shall be given effect to the fullest extent reasonably possible. 24 K. The parties hereto agree that this AGREEMENT has been negotiated and executed in the 25 State of California and shall be governed by and construed under the laws of California. 26 In the event of any legal action to enforce or interpret this AGREEMENT, the sole and 5/6/2008 7:45 AM Page 6 of 9 • AGREEMENT No. D08-050 1 exclusive venue shall be a court of competent jurisdiction located in Orange County, 2 California, and the parties hereto agree to and do hereby submit to the jurisdiction of such 3 court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties 4 hereto specifically agree to waive any and all rights to request that an action be 5 transferred for trial to another County. 6 L. The parties to this AGREEMENT represent and warrant that this AGREEMENT has been 7 duly authorized and executed and constitute the legally binding obligation of their 8 respective organization or entity, enforceable in accordance with its terms. 9 /// 10 /// 11 /// 12 /// 13 /// 14 /1/ 15 /// 16 /// 17 /// 18 /1/ 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 5/6/2008 7:45 AM Page 7 of 9 AGREEMENT No. D08-050 1 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their officers thereunto duly authorized on the date written above. 2 3 CITY OF SAN JUAN CAPISTRANO, 4 5 Date: U 11.2. By: __S__— By: 4M11 Joe Soto, Mayor 6 APPROVED AS TO FORM: ATTEST: ' 7 8 By: / , By: A 9 City A ttor•e , s ity Clerk 10 11 COUNTY OF ORANGE, 1241.-4 13 Date: qii ())0By: - Chairman, Board of Supervisor. 14 Approved as to form: Signed and certified that a copy of this document has 15 County Counsel been delivered to the Chair of the Board per G.C. Sec. 25103, Reso 79-1535 16 Attest: 17 M • •�, t, 18 B � f J va Bbe; p y: Darlene J. Bloom 19 Clerk of the Board of Supervisors Orange County, California 20 21 22 23 24 25 26 5/6/2008 7:45 AM Page 8 of 9 h 1 I AGREEMENT No. D08-050 1 EXHIBIT A 2 CITY OF SAN JUAN CAPISTRANO SCHEDULE OF ESTIMATED DELETABLE BID ITEMS 3 (FINAL DELETABLE BID ITEMS & QUANTITIES ARE INCLUDED IN BID DOCUMENTS) 4 Item Description Est Qty Unit Unit Price 5 Mobilize construction equipment, construction facilities and obtaining 1 LS $ 6 1 required permits, bonds, and insurance and submittal of a preliminary 7 construction schedule. 8 2 Furnish and install 12-inch dia. CML&C 3,240 LF $ pipe, Class 300 9 Furnish and install 12-inch dia. steel 3 pipe, class 300, epoxy lined and coated 300 LF $ 10 per construction plans and details for above-ground installation on the bridge. 11 Furnish and install 12" connection 1 LS $ 4 assemblies at beginning and end of 12 construction of water pipeline 13 5 Furnish and install Air and Vacuum 4 EA $ Relief Valve Assemblies 14 4 EA $ 6 Furnish and install 2" Blow Offs 15 Furnish and install pressure reducing 16 7 vault and equipment including 1 LS $ electrical, ventilation piping, and 17 appurtenances 18 8 Furnish and install 12" gate valves 10 EA $ 19 Pothole and survey existing utilities for 1 LS $ 9 horizontal location prior to construction 20 of new waterlines 10 Replace paving on side streets 250 SF $ 21 Chlorination and services for 1 LS $ 22 11 disinfection of the 12" domestic waterline 23 1 LS $ 12 Hydrostatic testing for the 12" pipelines 24 25 13 Furnish record drawings 1 LS $ 26 5/6/2008 7:45 AM Page 9 of 9