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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