04-1207_DANA POINT, CITY OF_Reimbursement AgreementREIMBURSEMENT AGREEMENT
This REL URSEMEI%W AGREEMENT ("Agreement"), is entered into this
�— day of 10:, by and between THE CITY OF DANA
POINT, a California municipal corporation ("DP"), and THE CITY OF SAN JUAN
CAPISTRANO, a California municipal corporation ("SJC"). DP and SIC are hereafter
together referred to as the "Parties" and each individually as a "Party."
RECITALS
A. This Agreement concerns the property commonly known as Doheny Park
Road, including all right -of- way, from approximately 555 feet south of the intersection
of Capistrano Valley Plaza and Doheny Park Road to approximately 671 feet north of the
intersection of Capistrano Valley Plaza and Doheny Park Road (the "Property"). A map
of the Property is attached hereto and incorporated herein as Exhibit "A."
B. DP owns and maintains the easterly half of Doheny Park Road from
approximately 555 feet south of the intersection of Capistrano Valley Plaza and Doheny
Park Road to approximately 371 feet north of the intersection of Capistrano Valley Plaza
and Doheny Park Road (the "DP Property").
C. SJC owns an maintains the westerly half of Doheny Park Road from
approximately 555 feet south of the intersection of Capistrano Valley Plaza and Doheny
Park Road to approximately 371 feet north of the intersection of Capistrano Valley Plaza
and Doheny Park Road. In addition, SIC owns the entire portion of Doheny Park Road
from approximately 371 feet north of the intersection of Capistrano Valley Plaza and
Doheny Park Road to approximately 671 feet north of the intersection of Capistrano
Valley Plaza and Doheny Park Road (collectively, the "SJC Property").
D. DP and SIC have identified the need to rehabilitate the Property from
approximately 555 feet south of the intersection of Capistrano Valley Plaza and Doheny
Park Road to approximately 671 feet north of the intersection of Capistrano Valley Plaza
and Doheny Park Road (the "Roadway Improvements").
E. DP has retained an engineering consultant to prepare construction
documents for the Roadway Improvements.
F. DP and SJC recognize that +` o Ropdway Improvements will provid;_ a
substantial public benefit to both Parties and their citizens. Therefore, both Parties are
willing to contribute to the Roadway Improvements.
G. This Agreement addresses the rights and obligations of DP and SJC with
respect to DP's installation of, and SJC's contribution to DP for costs related to, the
Roadway Improvements.
NOW, THEREFORE, in consideration of the above Recitals and the Mutual
Covenants set forth herein, and for other valuable consideration, the receipt and
sufficiency of wbic6 are hereby acknowa ;;red, the Parties hereby agree as follows:
1.0 CONSTRUCTION OF ROADWAY IMPROVEMENTS AND ALLOCATION
OF COSTS
1.1 Construction of Roadway Improvements
DP intends to construct the Roadway Improvements. DP has entered into a
Master Consultant Services Agreement for contract engineering services with PBS&J.
Pursuant to the Master Consultant Services Agreement, the City requested that PBS&J
prepare construction documents for the rehabilitation of Doheny Park Road as part of the
Annual Roadway Resurfacing Project, Fiscal Year 2004/2005. DP anticipates
subsequently entering into agreements with contractor(s) to perform the Roadway
Improvements. DP shall require 100% Performance Bonds and 100% Labor and
Material Bonds from its contractor. For purposes of illustration, items of work are
anticipated to include, but are not limited to.. pavement repairs, cold milling, course
placement of aspndlt�rubberized hot miA (pavement), striping, adjustment of manholes
and valves, traffic control, loop detector repairs, mobilization, replacement of centerline
ties and survey monuments, and other activities normally associated with roadway
improvements. DP shall provide progress plan prints of the Roadway Improvements for
SJC review and comments regarding work in the SJC property. DP shall provide final
plans of the roadway improvements, including a cost estimate for SJC signature by the
City Engineer regarding work in the SJC property. DP shall notify SJC of pre -
construction meetings and project schedule. Although DP is in charge of constructing
and inspecting the Roadway Improvements, SJC may inspect the work in the SJC
Property "over the shoulder" of DP and provide input and requests to DP.
1.2 Cooperation of SJC
SJC agrees that work for the Roadway Improvements on the SJC Property, being
a minor part of the roadway improvement project, may be performed under a DP
encroachment permit. Furthermore, SJC agrees to cooperate with DP in any manner
,y- reasonably necessa., to effectuate tine purpuo. s of this Agreement.
1.3 Acceptance of Roadway Improvements
SJC will accept the Roadway Improvements for the SJC Property for operation
and maintenance upon completion of the Roadway Improvements. Completion of the
Roadway Improvements is to be evidenced by an engineer's certification certifying
completion, which shall be forwarded to SJC upon DP's receipt thereof.
1.4 Costs of Improvements and Allocation
SJC shall pay DP for all costs of the Roadway Improvements that are required for
the Roadway Improvements that occur on, or for the benefit of, the SJC Property ("SJC's
Contribution") as shown in Exhibit `B". SJC's Ce dribution shall be paid within thirty
(30) days of DP's request for contribution, which shall be at the time of progress payment
requests by the contractor. It is understood that DP will pay for the costs of the Roadway
Improvements on the DP Property. DP shall allow SIC the opportunity to review and
approve any costs additional to the total of Exhibit `B" before they are incurred. SIC
agrees to pay the increased amount within thirty (30) days of demand from DP.
1.5 Term of Agreement
This Agreement authorizes DP to commence and complete the Roadway
Improvements at any point in time prior to January 1, 2008.
1.6 Termination
This Agreement shall automatically terminate upon completion of the mutual
w obligations of all Parties pursuant to this A .-reement. Furthermore, DP may unilaterally
terminate this Agreement "vVim or wrtho,xt ca. ,c: at any time by providing written notice to
SJC to the address listed below.
1.7 Amendment
This Agreement may be amended by a written instrument executed and
acknowledged by each Party.
1.8 Indemnification
SJC will indemnify, defend and hold DP and its City Council and all the City
Council appointed groups, committees, boards, and any other City Council appointed
body, and elected or appointed officers, servants, employees, agents, representatives and
volunteers (collectively hereinafter "DP and DP Personnel") harmless from and against
any losses, claims, demands, actions or causes of action (collectively referred to as
"Claims") arising out of or in any way connected with the performance of DP, its
officers, employees., agents, rept aentat; . •:; 'i•,,: . •, under this- Agreement, including
costs of suit and reasonable attorney's fees. SJC .ihali not be required to indemnify,
defend, and hold harmless DP and DP Personnel if the Claim arises from or is caused in
whole by the acts, omissions, or errors of DP and/or DP Personnel. SJC shall only be
required to indemnify, defend, and hold harmless DP and DP Personnel to the extent DP
and DP Personnel are not at fault if the Claim arises in part from the acts, omissions, or
errors of the DP and/or DP Personnel.
1.9 DP's Non -Responsibility For SJC Property
DP's sole responsibility under this agreement concerns the construction of the
Roadway Improvements. It is understood that SIC retains jurisdiction and authority over
the SJC Property at all times and is solely responsible for all activities, events, and
matters concerning the SIC Property other than DP's actions undertaken pursuant to this
Agreement. Upon completion of the Roadway Improvements, DP shall have no further
responsibility for the SJC Property in any manner, including but not limited to
maintenance or traffic control.
2.0 GENERAL PROVISIONS
2.1 Binding Effect
This Agreement may be assigned and is binding upon each Party and their
respective successors in interest and assigns.
2.2 Insurance
Prior to the start of construction, DP's contractor shall provide and maintain at all
times during the construction contract and property damage insurance naming
SJC and its elected and appointed officials as a named insured, which such policies shall
be of an amount not less than One Million Dollars combined single limit. Insurance
certificates shall be for a minimum period of one year.
DP's contractor shall maintain in full force and effect comprehensive automobile liability
coverage, including owned, hired, and non -owned vehicles in the following minimum
amounts:
period;
$500,000 property damage;
$500,000 injury to one person/any one occurrence/ not limited to contractual
$1,000,000 injury to more than one person/any one occurrence/not limited to
contractual period.
The insurance policies shall bear ai: aid.),sement or shall have an attached rider
providing that in the event of expiration or proposed cancellation of such policies for any
reason whatsoever, SJC shall be notified by registered mail, return receipt requested,
giving a sufficient. time before the date thereof to comply with the applicable law or
statute but in no event less than 30 days before expiration or cancellation is effective.
DP's contractor shall provide to SJC the policy certificate establishing that the required
level of insurance has been satisfied.
DP's contractor shall indemnify, defend and save harmless SJC, its officers, agents, and
employees from and against any and all claims, demands, loss or liability of any kind or
nature which DP's contractor, its officers, agents and employees may sustain or incur or
which may be imposed upon them or any of them for injury to or death of persons,
damage to property as a result of, or arising out of, or in any manner connected with the
performance of the obligations under this contract.
Failure to provide such insurance certificates to SJC will be cause for SJC to withhold
payments until such certificates are provide7.
2.3 Recitals
The recitals set forth above are incorporated herein by this reference.
2.4 Force Majeure
The time period specified in this Agreement for performance of services shall be
extended because of any delays due to unforeseeable causes beyond the control and
without the fault or negligence of the Parties, including, but not restricted to, acts of God
or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics,
quarantine restrictions, riots, strikes, fright embargoes, wars, litigation, and/or acts of
any governmental agency, including the Parties, if the delaying party shall within ten (10)
days of the commencement of such delay notify the other party in writing of the causes of
the delay. In no event shall SIC be entitled to recover damages against DP for any delay
in the performance of this Agreement, however caused. The Parties' sole remedy shall be
extension of this Agreement pursuant to this section.
2.5 Notice
All notices, requests, demands, claims and other communications hereunder will
be in writing and duly addressed to the parties as follows:
To DP: City of Dana Point
Attn: Director of Public Works and Engineering
33282 Strftt cf'c"Hen Lantern
Dana Point, CA 92629
To SIC: City of San Juan Capistrano
Attn: Director of Engineering and Building
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Unless otherwise specifically provided for herein, all communications required to be
given under this Agreement shall be in writing and (i) personally delivered, or (ii)
delivered by certified United State Mail, postage prepaid and return receipt requested, or
(iii) by reputable document deliver, servic- +. >? r-.7cs a receipt showing date and time
of delivery. Notices personally delivered or o: Livered oy c;ocument delivery services shall
be effective upon receipt. Notices delivered by mail shall be effective at 5:00 pm on the
second calendar day following dispatch.
2.6 Attorney's Fees
In the event that a dispute (with or without litigation) arises under this Agreement,
or either Party is required to bring an action against the other Party for enforcement of its
terms, the prevailing party in such action shall be entitled to recover its reasonable
attorneys' fees and costs from the other party.
2.7 No Partnership or Joint Venture
Nothing in this Agreement shall be construed to create a partnership or joint
venture between the Parties with respect to the subject matter of this Agreement.
2.8 Severability
In the event that any provision or provisions of this Agreement are held
unenforceable, all provisions not so held shall remain in full force and effect.
2.9 Authority of Signatories
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
so executing this Agreement the Parties are formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date set forth above.
Attest:
R Monahan, City Clerk
Approved As To Form:
bh1 -
John Shaw, City Attorney
Attest:
Sharon Street, City Clerk
Approved As To Form:
Patrick Munoz, 1 Attorney
CITY OF SAN JUAN CAPISTRANO
Mayor
CITY OF DANA POINT
ate::�� 5 X (i
oe Snyder, Mayor
EXHIBIT "A"
(Map of Property)
EXHIBIT "B"
(Estimate of Costs)
Project: lAnnual Street Resurfacing Date: 10/26/04
City of Dana Point Job No. 621487.02
Bid 3chedv'e-Doheny Park Only
(In the City of San Juan Capistrano)
11 Item No P n.Descri tion Estimated Unit Unit Price Item Total Amount
..._.:...11
1 Mobilization/Demobilization (5% Maximum)
2 Clearing and Grubbing
3 Inductive Traffic Loops
4 AC Pavement Repair after Milling
5 2 -inch AC Overlay
6 4 -inch AC Base
7 Aggregate Base for Subgrade Repair
8 Cold Milling (6")
9 Raise Manhole Grade
10 Raise Valves to Grade
11 Raise Survey Monuments to Grade
Traffic Striping, Pavement Markings, and
12 Pavement Markers
1
LS
$
4,913.00
$
4,913.00
1
LS
$
5,000.00
$
5,000.00
10
EA
$
175.00
$
1,750.00
10
TON
$
95.00
$
950.00
943
TON
$
60.00
$
56,580.00
20
TON
$
78.00
$
1,560.00
20
TON
$
70.00
$
1,400.00
25,024
SF
$
0.90
$
22,521.60
4
EA
$
200.00
$
800.00
6
EA
$
225.00
$
1,350.00
3
EA
$
225.00
$
675.00
1 LS $ 7,500.00 $ 7
Total $ 1