MEMORANDUM OF UNDERSTANDING BY AND BETWEEN
THE CITY OF LAGUNA BEACH AND
THE LAGUNA BEACH COUNTY WATER DISTRICT
FOR OVERSIZED PAVEMENT PROJECT
This MEMORANDUM OF UNDERSTANDING ("MOU") is entered into as of this ____ day of ______________, 2025 (“Effective Date”) by and between the Laguna Beach County Water District (“District”), located at 306 Third Street, Laguna Beach, CA and the City of City Laguna Beach, a California municipal corporation and charter city (“City”), located at 505 Forest Avenue, Laguna Beach, CA, with each individually referred to as “Party” and collectively referred to as the "Parties."
R E C I T A L S
A. Water District obtained approval for a public works construction contract for the Summit Pipeline Replacement project (the “Project”).
B. During Water District’s construction work under the Project, the Water District needs to remove and replace and restore the trench cut area to the same or better condition, in accordance with current practice and repave the area above the pipe.
C. In order to minimize the impact to the area for multiple projects, and to reduce the costs associated with two separate and distinct projects, the City has requested that the Water District install pavement improvements to a greater extent than that needed to serve only the Project, which improvements will benefit the City and the public from both a cost and convenience perspective.
D. Specifically, the Project’s total cost is $359,021.19 with a demand for pavement work that would require the installation of approximately 2,610 square feet of pavement costing $19,914.30 (“Pavement Line Item”). The City has requested that the Water District instead install approximately 18,465 square feet of additional pavement and ancillary resurfacing work costing $195,832.67 (the “Oversized Pavement Project”) to the overall Project.
E. In order to capitalize on the publicly bid Project that already had the Pavement Line Item, the Parties desire to add the Oversize Pavement Project to the Project to more holistically repair the pavement in the area at a reduced cost compared to bidding a separate and distinct project just for the Oversized Pavement Project.
F. Water District shall be responsible for constructing and installing the Oversized Pavement Project but City shall be responsible for inspecting the Oversize Pavement Project and coordinating acceptance of construction. The Water District is willing to pay for the costs of constructing and installing the Oversized Pavement Project, subject to the City’s agreement to reimburse Water District for the difference in cost between the Pavement Line Item and the Oversized Pavement Project, pursuant to the terms of this Agreement.
Attachment 2
4 NOW, THEREFORE, for and in consideration of the mutual covenants and promises set forth herein, City and District do hereby agree as follows:
1. TERM
The term of this MOU shall commence on the Effective Date, and shall terminate within six (6) months unless terminated earlier as set forth in Section 2.
2. TERMINATION
Either party may terminate this MOU by providing the other Party with not less than sixty (60) calendar days’ written notice to the other Party. Notwithstanding the foregoing, the provisions of Section 6 and Section 10 of this MOU shall survive the expiration or early termination of this MOU.
3. REIMBURSABLE IMPROVEMENTS.
a. The Oversized Pavement Project improvements subject to this Agreement are shown and described in Exhibit “A” attached hereto and incorporated herein by reference.
b. Water District shall construct and install the Oversized Pavement Project consistent with the scope of work and cost described in Exhibit “A.” To the extent that any provision in Exhibit “A” conflicts with this Agreement, the provisions of this Agreement govern.
c. The Oversized Pavement Project improvements are herein identified as “the Reimbursable Improvements.”
d. The City shall reimburse Water District its costs and fees for the Reimbursable Improvements via check within thirty (30) calendar days after acceptance of the Reimbursable Improvements by the City, in accordance with the scope of work and cost described in Exhibit “A” in an amount not to exceed total of $195,832.67 (the “Maximum Reimbursement”). In addition, the Parties acknowledge that the costs for the Reimbursable Improvements may increase during the course of construction due to unanticipated market conditions, acts of God, or other force majeure events that are outside the reasonable control of the Water District or its contractor.
The Water District shall present the increase to the City in a written change order for review and approval in writing. The City shall not unreasonably withhold approval of a change order but is in no event obligated to approve a change order that exceeds Thirty Percent (30%) of the Maximum Reimbursement. The City shall not compensate Water District for any change orders not approved in advance by the City.
4. REPORTING AND ACCOUNTING REQUIREMENTS
5 At all times during the term of this MOU, each Party shall maintain true, proper, and complete books, records, and accounts (collectively, “Books and Records”) in which shall be entered fully and accurately all funds received and transactions completed for the Oversize Pavement Project as well as the expenditure of any funds for the Oversize Pavement Project. Each Party shall make available to the other party copies of such Books and Records upon five (5) working days of the other party’s written request.
5. INDEPENDENT ENTITY
In the performance of this MOU, each Party, and the volunteers, agents and employees of each Party, shall act in an independent capacity and are not officers, employees or agents of the other Party. Nothing in this MOU shall be deemed to constitute approval for either Party or any of either Party’s directors, officers, volunteers, employees or agents, to be the agents or employees of the other Party.
6. INDEMNIFICATION
City agrees to save, defend, protect, and hold harmless the Water District and its officials, officers, agents, and employees from and against any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees (at market rates), for injury or death of any person, or damage to property, or interference with use of property, arising out of or in any way connected with Water District’s performance pursuant to this Agreement on behalf of the City or performance pursuant to this Agreement by agents, officers, employees, contractors, subcontractors, or independent contractors hired by Water District on behalf of the City. The only exemption to City's responsibility to save, protect, defend, and hold harmless Water District is due to the sole negligence or willful misconduct of Water District. This hold harmless provision applies to all liability regardless of whether any insurance policy applies. The policy limits of such insurance, if any applies, do not limit the amount of indemnification to be provided by City.
Water District shall not be liable for any defect, error, or omission in or relating to the plans and specifications for the Reimbursable Improvements. To the extent that any defect, error, or omission relating to the design or engineering of the Reimbursable Improvements is discovered at any time, the City, on behalf of itself and its successors-in-interest, and their respective employees, contractors and agents, hereby releases and absolutely discharges forever, and hereby agrees to indemnify, protect, hold harmless, and defend Water District (with counsel reasonably acceptable to the Water District), its officials, officers, agents, and employees, and its successors and assigns, from costs and expenses (including reasonable court costs and market rate attorneys’ fees) arising from or relating to such defects.
7. PROHIBITION AGAINST TRANSFER
Neither Party shall assign, sublease, hypothecate, or transfer this MOU, or any of their respective rights or obligations, or any portion thereof, hereunder, directly or 6 indirectly, by operation of law or otherwise without prior written consent the other Party.
Any attempt to do so without prior written consent of the other Party shall be null and void.
8. NOTICES
All notices, demands, requests or approvals to be given under this MOU shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, first class mail, addressed as hereinafter provided.
All notices, demands, requests or approvals from District to City shall be addressed to the City at:
Attn: City Manager
City of Laguna Beach
505 Forest Avenue
Laguna Beach, CA 92651
All notices, demands, requests or approvals from City to District shall be addressed to District at:
Attn: General Manager
Laguna Beach County Water District
306 Third Street
Laguna Beach, CA 92651
9. DISPUTE RESOLUTION
The Parties shall seek, in good faith and within a reasonable time, to resolve any disputes regarding this MOU first by meeting and conferring among two designated staff representatives, one from each Party. Any disputes that cannot be resolved by the staff representatives may be referred by either Party to the District General Manager and to the City Manager for resolution. Neither Party will pursue other methods of dispute resolution, including mediation or litigation, until there is an impasse between the General Manager and City Manager.
10. STANDARD PROVISIONS
10.1 Compliance With all Laws. Each Party shall at its own cost and expense comply with all applicable statutes, ordinances, regulations and requirements of all governmental entities related to its obligations under this MOU, including federal, state, county or municipal, whether now in force or hereinafter enacted.
10.2 Cooperation. City and District will work cooperatively to complete the Oversize Pavement Project. Regular meetings shall be scheduled during the Oversize Pavement Project to discuss project status and obtain consensus on decision points. 7 10.3 Waiver. A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
10.4 Integrated Contract. This MOU represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto with respect to the subject matter of this MOU, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein.
10.5 Interpretation. The terms of this MOU shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of the MOU or any other rule of construction which might otherwise apply.
10.6 Amendments. This MOU may be modified or amended only by a written document executed by both District and City.
10.7 Severability. If any term or portion of this MOU is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this MOU shall continue in full force and effect.
10.8 Controlling Law and Venue. The laws of the State of California shall govern this MOU and all matters relating to it and any action brought relating to this MOU shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California.
10.9 No Attorney’s Fees. In the event of any dispute or legal action arising under this MOU, the prevailing party shall not be entitled to attorney’s fees.
10.10 Counterparts. This MOU may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument.
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8 IN WITNESS WHEREOF, the parties have caused this MOU to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
CITY OF LAGUNA BEACH,
a California municipal corporation
Date:__________________
By:_____________________________
Date:____________________
By:_____________________________
City Attorney Mayor
ATTEST:
Date:_________________
LAGUNA BEACH COUNTY WATER
DISTRICT, a California special district
By:_____________________________
Date:_____________________
By:_____________________________
City Clerk
Date:____________________
By:_____________________________
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9 Exhibit A
Scope of Work and Cost
10 Corporate Headquarters: California Office:
31 Tannery Rd 10370 Commerce Center Dr.
Branchburg, NJ 08876 Suite B-200
Phone: 908.534.8655 Rancho Cucamonga CA 91730
Fax 908.534.8656 Phone: 909-606-5900
ferreiraconstruction.com Fax: 909-606-7711
Jesus Padilla
Project Engineer
Ferreira Coastal Construction
10370 Commerce Center Dr. Ste, B200
Rancho Cucamonga, CA. 91730
August 21st, 2025
Lisa Dunbar
Permit Specialist
Laguna Beach County Water District
306 Third Street
Laguna Beach, CA 92651
RE: LBCWD – Summit Drive Pipeline Replacement COR#4-R5
Ms. Dunbar
Attached is the price breakdown for the additional asphalt pavement work along Summit Drive between Katella St and La Mirada St. The total accounts for the proposed quantities in accordance with the information provided to Ferreira in coordination with Laguna Beach County Water District, and City of Laguna Beach.
Clarifications on the items included in the breakdown are as follows:
- The price for the 2” Cold Plane and Cap Pave considers the full width of the delineated road, roughly fog line to fog line, along Summit Drive, starting at the intersection of Katella St. and ending at the intersection of La Mirada St. for a total of roughly 630 linear feet. Ferreira has provided credit for the incidental trench paving quantities.
- The price for the full-depth repairs at 4 locations was in coordination with the City of Laguna Beach at their direction.
- During an On-Site meeting on June 16th, City of Laguna Beach representatives directed the use of standard paint in lieu of thermoplastic when re-stripping the road. - Ferreira personnel were added as supplemental support for the subcontractors to complete the scope of work.
Regards,
Jesus Padilla
11 JOB NAME: DATE: August 21, 2025
Work
Description:
Total Labor $ 16,730.40
Labor Surcharge 0% $ -
Labor Markup 15% 2,509.56 $
Total Materials $ -
Sales Tax 7.75% $ -
Material Markup 15% $ -
Total Equipment $ 1,007.04
Equipment Markup 15% 151.06 $
Total Subcontractors $ 165,233.98
Sub Markup 5% 8,261.70 $
Subtotal $ 193,893.74
Bond 1% $ 1,938.94
Grand Total $ 195,832.67
TOTAL BID $0.00
JOB NAME: DATE: 8/21/2025
Name Labor Type QTY U/M Rate U/M EXT OT HR OT Rate U/M EXT 300 Labor Foreman VI 24 hrs $ 134.60 hrs 3,230.40 $ $ hrs 201.90 $ - Management 90 hrs $ 150.00 hrs 13,500.00 $ hrs
$ -
Total Hours 114 TOTAL 16,730.40 $ $ -
Equip # Model QTY U/M PRICE U/M EXT SB HR OT Factor U/M EXT T-142 Ford F250/XL 4x2 Reg Cab Pickup (GVWR 10K LBS) 24 hrs $ 41.96 hrs 1,007.04 $ 0.90 hrs $ - hrs hrs hrs
hrs hrs hrs
TOTAL 1,007.04 $ $ -
Equipment Model No. QTY U/M PRICE U/M EXT RECEPIT # CUSTOMER EA EA $ -
EA EA $ -
EA EA $ -
TOTAL $ -
QTY U/M PRICE U/M EXT RECEPIT # CUSTOMER
16,135 SF $ 7.63 SF 123,106.24 $ All American Asphalt
2,610 SF $ 7.63 SF (19,914.30) $
2,330 SF $ 23.87 SF 55,608.95 $ All American Asphalt
1 LS $ 6,433.10 LS $ 6,433.10 Superior Pavement Markings TOTAL 165,233.98 $
QTY U/M PRICE U/M EXT RECEPIT # CUSTOMER
LS $ - LS $ -
EA $ - LS $ -
EA $ - EA $ -
TOTAL $ -
Road Re-striping
5733 - LBCWD Summit Drive Pipeline Replacement
COR#4 pertains to additional asphalt pavement work that was not included in the contractual documents/bid. This proposal includes a 2" grind and overlay of a roughly 24' wide by 630' long road along Summit Drive. Ferreira is reducing the price of the 2" Grind and Overlay to account for what was originally bid, which was just the area for the pipeline trench. This proposal also includes four (4) areas for full depth removal and repair. After the asphalt work is completed, re-striping of the road will be completed with regular paint as requested by City of Laguna Beach representatives. 5733 - LBCWD Summit Drive Pipeline Replacement
Labor
Owned Equipment
Rental Equipment
Subcontractors / Contractor
Name
2" Grind and Overlay
Mainline and Service Incedental Credit
Full Depth Remove and Repair (4 locations)
Materials
Description
12