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2020/08/11 Eastern Municipal Water District (EMWD) Reimbursement Agreement for the Relocation of the Eastern Municipal Water District (EMWD) Water Pipelines and AQppurtenances Located with CIP 21-01 Murrieta Road Street Resurfacing ProjectDocuSign Envelope lDi 0DA24126-F909 40D0 8682 A3BFAAA82628 REIMBURSEMENT AGREEMENT FOR THE RELOCATION OF THE EASTERN MUNICIPAL WATER DISTRICT (EMWD) WATER PtPEL|NES AND AppURTENANCES LOCATED WtTHtN Ctp 21-0'l MURRIETA ROAO STREET RESURFACING PROJECT BY THE CITY OF MENIFEE This Reimbursement Agreement is made and entered into as of the date signed by both the City Manager and Executive Director, by and between EASTERN MUNICIPAL WATER DISTRICT, a public agency (hereinafter "District" or "EMWD"), and the CITY OF MENIFEE, a municipal corporation (hereinafter "City"), RECITALS WHEREAS, the City intends to solicit bids for the CIP 21-0'l Murrieta Road Street Resurfacing Project Phase 1 in the City of Menifee (hereinafter, the "Project"); and WHEREAS, the City's Project will require the protection of District's existing 2'l" water pipeline, 24" waler pipeline, 36" water pipeline, 24" sanitary sewer pipeline, and adjustment to grade of related appurtenances at specific locations within the Project limits ("District Work"). Said District Work is depicted in the Bid Documents, as described in Exhibit A, incorporated herern by reference; and WHEREAS, the City has prior rights at the project location; and WHEREAS, at the District's request, the City will include in the Project scope of work the District Work, to be performed by the City's contractor ("Contractor") at the District's expense; and WHEREAS, the purpose of this Agreement is to set forth financial and other terms and conditions associated with the performance of the District Work. NOW, THEREFORE, in consideration of the above recitals, together with the mutual covenants herein contained, it is mutually agreed as follows: AGREEMENT The recitals set forth above and exhibits attached hereto are true and correct and are incorporated into this Agreement by this reference. 2. DESCRIPTION OF DISTRICT WORK FOR REIMBURSEMENT District shall reimburse the City for one hundred (100%) of the costs (hereinafter referred to as "Reimbursements"), for the District Work. The costs for the Reimbursements to the City by the District shall include the water facilities and related appurtenances as shown in the Bid Documents in Exhibit A, which is made a part of this Agreement. The estimated costs are also provided in the Bid Schedule based on the engineer's estimate of the 1. RECITALS AND EXHIBITS. DocuSiqn Envelope lD: 0D424126-F909-40O0 B682,A3AFAAA82628 Project. The District shall reimburse the City using the actual costs of the District Work. lf the actual costs for the District Work are projected to exceed the engineer's estimated cost by ten percent (10%) or more, the City shall notify the District in advance of such expenditure. 3. FINANCIAL OBLIGATIONS AND RESPONSIBILITIE S The District shall be solely responsible for costs associated with the District Work. The District agrees to pay the "Additive Bid Schedule," as defined in Section 4 of this Agreement, for the District Work, including the City's construction administration costs as indicated in the Bid Document. ln the event additional work not indicated In the Bid Document becomes necessary to complete the District Work, or the District requests additionalwork to be performed that is not indicated in the Bid Document, the Diskict shall bearfull financial responsibility for all costs associated with the additionalwork, including, but not limited to, the City's construction administration costs. The District will deposit with the City 90% of the "District Bid Amount," as defined in Section 4 of this Agreement, within sixty (60) calendar days of the District's written approval of the Additive Bid Schedule. Upon completion of the District Work and determination of final costs, the City shall notify the District of the total cost of the District Work, including any additional payment owing or refund due. Determination of final costs will be based on actual costs for all District Work. The District or the City will make additional payment or refund, as appropriate, within thirty (30) calendar days following the City's notification of the actualtotal costs and after recordation of written acceptance for such work by the District. Any contract changes to the District Work shall be in writing, executed by the City, with the approval of the District. Additional costs owed to the "Contractor," as defined in Section 4 of this Agreement, as a result of any approved change orders shall be invoiced by the City to the District at the time such payment is requested by the Contractor. The District will pay the City within thirty (30) calendar days fotlowing both the receipt of the City's invoice and after recordation of acceptance for such work by District. 4. CONSTRUCTION BIDS AND AWARD The Bid Document shall identify the District Work and the "Additive Bid Schedule," a schedule which outlines the estimated timefine for completion of the District work. Upon receipt of bids rn response to the Bid Documenl and identification of the lowest responsive, responsible bid to the Bid Document, the City shall insert the low bid construction costs into the "District Bid Amount" column of the Bid Schedule and notify the District of that "District Bid Amount." upon written approval of the District Bid Amount by the District, the City shall award the contract, which shall include construction of District Work, to the winning bid ("Contractor"). The District shall provide written approval of the Contractor to the City within 10 working days of the City's notification. Page 2 of 7 Docusign Envelope lD: 0DA24126 F909-40D0-8682-A3BFAAA82628 The District will insert into the District's Additive Bid Schedule a specific number of days for testing and acceptance of each of the water pipelines and appurtenances listed in the Bid Document that is the responsibility of the District. The specifications will address appropriate consequences of a delay in testing and acceptance. At a minimum, the District will state that the Contractor may request additional working days but with no additional compensation. The District shall, at a minimum, perform all District-performed work, including connections to existing pipelines and issuing test results as defined in the Bid Document, to accommodate the City's awarded work in a timely manner. City's Contractor shall perform construction of District's Work concurrently with City's Project. 6. CONSTRUCTION PLANS AND SPECIFICATIONS The City shall incorporate the District Work into the City's Bid Document. All costs incurred by the City for preparation of the City's Bid Document will be solely financed by the City. All costs incurred by the District for preparation of plans, specifications, and any other related items to the District Work will be soleiy financed by the District. 7, NEPA AND CEOA The City shall be individually responsible for compliance with the National Environmental Policy Act and the California Environmental Quality Act to the extent these acts pertain to the Project. 8, CONSTRUCTIONANDINSPECTIONRESPONSIBILITIES All District facilities furnished, constructed, and installed by the City's Contractor shall be installed in compliance with the Bid Document approved by the District. All materials furnished by the City's Contractor must conform to the District's approved material list. All steel pipe furnished by the City's contractor and approved by the District will comply with the Federal Highway Administration's (FHWA) Buy America provisions, as applicable. Any and all deviations from said plans and specifications must be approved by the District, in writing, prior to being made. Change orders involving District facilities will not be paid without the District's prior written approval. The District shall inspect the furnishing and installation of all District Work and the performance of the involved work by the City's or the District's contractor for compliance with the approved construction plans and specifications contained in the Bid Document. ln the event that the District's inspection personnel believe that the City's Contractor is not proceeding in accordance wrth the District's construction plans and specifications for Page 3 of 7 5. CONSTRUCTIONTIMELINE. the District Work, the District and the City shall cooperate so that any unacceptable materials, workmanship, and/or installation is replaced, repaired, or corrected by the City's Contractor in accordance with the Districlapproved Bid Document. All inspection costs incurred by the District will be solely financed by the District. All contract administration and construction administration costs incurred by the District will be paid solely by District. The District will provide reasonably expeditious submittal review and responses and approve change orders in a timely manner (10 working days or less) and will not delay the Project construction. Both the District and the City agree to cooperate wlth each other to complete the work in an expeditious manner. The Parties agree that coordinating their respective work is critical to avoiding conflicts, delays, and additional costs. The District, City representatives, and their project managers therefore agree to meet as needed during the time the District Work is underway to discuss the progress and issues. ln addition, District staff shall be permitted to attend the City's construction meetings. The District and the City shall discuss in advance who should attend the meetings, how often additional meetings should occur (may vary at different stages of the Project), and provide ample notification to allow for attendance of all required individuals. The District's inspector shall maintain good communication and coordination between the City and the Contractor to keep all Parties informed of the construction activities and any conflicts discovered during construction. lf utility conflicts are encountered, the District shall work with said utility company to resolve the conflicts expeditiously (10 working days or less) in order to meet the Project schedule. 9, RECIPROCAL INDEMNIFICATION. The District and the City each hereby agree to indemnify, defend, save, and hold harmless the other Party and their respective officers, agents, servants and employees, of and from any liabilities, claims, demands, suits, action and cause of action arising out of or in any manner connected with any act or omission of such indemnifying Party, performed in connection with such Party's duties and obligations hereunder. Page 4 of 7 DocuSign Envelope lD 0DA24126 F909-40D0-8682-A3BFAAA82628 ,IO. CITY/DISTRICT TO PROVIDE INSURANCE. For the period during which the city or its contracto(s) controls the job site, the city shall require that the Contractor provide, for the entire period of construction, a po cy ofworkers' compensation lnsurance and comprehensive General Liability lnsurance with coverage broad enough to include the contractual obligation it may have under the construction contract and having a combined single limit of liability in the amount of $2,000,000 covering the District's officers, employees and agents as additional insured. The certificate of lnsurance or an appropriate binder shall bear an endorsement containing the following provisions: "Solely as respect to services done by or on behalf of the named insured for the City of Menifee, it is agreed that the City of Menifee and Eastern Municipal Water District, their respective officers, employees and agents are included as additional insured under this general liability policy, and the coverage(s) provided shall be primary insurance and not contributing with any other insurance available to the City of Menifee nor Eastern Municipal Water District, their respective officers, employees, or agents, under any third party liability policy." 11. CITY/DISTRICT TO PROVIDE PROFESSIONAL SERVICES For the period during which the City or its Contractor(s) controls the job site, the City will provide, or cause to be provided, for the entire period of construction, professional services for construction surveying and geotechnical testing services. The City will obtain Proposals for Surveyors and Materials Testing services for the District Work. All costs for professional construction surveying and geotechnical testing services for District Work will be solely financed by the District in accord with Section 3. The City and the District shall each provide, or cause to be provided, for the entire period of the District Work, professional services for project management, design, and plan conformance. Any District changes requiring design services will be paid by the District and any City changes requinng design services will be paid by the City. This Agreement shall inure to the benefit of and be binding on each of the Parties and their successors and assigns. This Agreement shall become effective upon acceptance hereof by the City and the District and by execution by both of their respective authorized representatives. All notices under this Agreement shall be sent as follows District Page 5 of 7 Docusign Envelope lD: 0DA24126-F909-40D0 8682 A3AFAAA82628 12. SUCCESSORS AND ASSIGNS, 13. EFFECTIVE DATE, 14. NOTICES. Eastern Municipal Water District 2270 Trumble Road P.O. Box 8300 Perris, CA 92572-8300 ATTN: Leslie A. Wiersma, P.E., Civil Engineer DocuSign Envelope lD: 0DA24126-F909-40D0-8682,A3BFAAA82628 City City of Menifee 29844 Huan Road Menifee, CA 92586 ATTN: Run Chen, P.E., PMP, Senior Engineer Either Party may change its address for notices by notifying the other party in writing. All notices given at the most recent address specified shall be deemed to have been properly given. 15. GENERAL This Agreement contains the entire agreement between the Parties with respect to the matters herein provided for and may only be amended by a subsequent written Agreement executed by all Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute a single Agreement. 16, SEVERABILITY, lf any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application, and to this end, the provisions of this Agreement are severable. The Parties declare that they would have adopted this Agreement regardless of the invalidity of any particular portion of this Agreement. [STGNATURE PAGE FOLLOWS] Page 6 of 7 DocuSign Envelope lD: 0DA24126-F909-4ODO-8682-A3BFAAA82628 CITY OF MENIFEE 0"rl* By: Armando G. Villa, City Manager 8 / tt/ 2020 Dated ATTEST Soyal, fr. luanw^n9Saraanwaring, City Clerk 8/77/2020 Dated: APPROVED AS TO FORIV Jeffrey T. Melching, City Attorney lN wlrNESS WHEREOF, the parties hereto have executed this Reimbursement Agreement for the Relocation of the Eastern Municipal Water District Water Pipelines andAppurtenances located within the clP 21-ol Murrieta Road street Resurfacing phase 1Project and vicinity in the city of Menifee as of the date of execution of said Agreement. EASTERN MUNICIPAL WATER DISTRICT By:Paul Jone eneral Manager Dated://'t b,b ATTEST Sh et la Zelaya, Boa ry Dated: r r I Page 7 ol 7