4901-0799-7071 v1
[DATE]
Andy Hall
City Manager
City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
SUBJECT: LETTER OF AGREEMENT – SAN CLEMENTE SEWER BYPASS Dear Mr. Hall:
This letter shall constitute an interim Agreement by and between the Orange County Transportation Authority (Authority) and the City of San Clemente (City) prior to the execution of a Cooperative Agreement for the purpose of establishing a mutual agreement of the roles and responsibilities of the agencies related to the installation of a liner in a sewer and associated sewer bypass of a sewer line within the limits of Authority’s project.
Authority and City agrees to the following provisions:
1. The City’s sewer line is within the Authority’s project for the design and construction of Area 3 of the Coastal Rail Stabilization Priority Projects (Project). In an effort to protect the sewer line due to anticipated additional loads from aby construction equipment while construction the Project, the City will purchase and install a sewer lining for a length of approximately 165- feet south of Mariposa Trail Crossing (“City’s Work”). Authority, through its Contractor, Condon-Johnson & Associates (“Authority’s Contractor”), will provide a temporary sewer bypass during Project construction (“Authority’s Work”). City’s Work, Authority’s Work, and each agency’s responsibilities are further described in the scope of work attached hereto as Exhibit A and full incorporated herein by this reference. Authority agrees to the following work related to the sewer line (the WORK):
a. In an effort to protect the sewer line due to additional loads from any construction equipment while constructing the Project, Authority will manage and install a temporary sewer bypass while the City is installing a sewer lining for a length of approximately 165-feet south of Mariposa Trail Crossing as further described in the scope of work attached hereto as Exhibit A and fully incorporated herein by this reference.
2. City shall perform City’s Work at its sole cost and expense.Authority’s Contractor, Condon-Johnson & Associates, Inc. (Contractor) under a contract change order will complete the WORK.
3. City shall reimburse Authority for all costs related to Authority’s Work performed by Authority’s Contractor, estimated at $690,911.
Attachment 2
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4. City acknowledges that while City’s Work will endeavor to stabilize the sewer line on a temporary basis, stabilization may not be successful in the short- or long term due to the sewer line’s existing condition, and Authority shall not bear any responsibility for failures of the sewer line or any issues or concerns related to its performance.
5. City agrees to inspect and accept the Authority’s Work as is, and that any further issues or work related to the sewer will be at the City’s sole cost.
6. City shall not hold Authority liable for any additional costs or liabilities incurred related to City’s Work on the sewer line or the Authority’s Work by Authority’s Contractor, and City shall indemnify, defend, and hold harmless Authority for any and all costs, claims, and liabilities arising out of or relating to the sewer line.
City agrees to the following provisions:
1. To reimburse Authority for all costs related to WORK performed by Authority’s Contractor, estimated at $690,911.
2. City acknowledges that while the WORK will endeavor to stabilize the sewer line on a temporary basis, stabilization may not be successful in the short- or long term due to the sewer line’s existing condition.
TERM OF AGREEMENT
This Letter Agreement shall commence upon execution by both parties and shall expire upon execution of Cooperative Agreement No. CXXXXXX unless earlier terminated or extended as provided in this Letter Agreement. The term may be extended by mutual agreement of the parties.
INDEMNIFICATION
To the fullest extent permitted by law, City shall defend (at City’s sole cost and expense with legal counsel reasonably acceptable to Authority), indemnify, protect, and hold harmless Authority, its officers, directors, employees, and agents (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (City’s employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any [DATE]
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federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of City, its officers, directors, employees or agents in connection with or arising out of the performance of this Letter Agreement , and from any failures or issues relating to the performance of the City sewer line. City’s installation of the liner.
TERMINATION
In the event City defaults in the performance of their its obligations under this Letter Agreement or breaches any of the provisions of this Agreement, Authority shall have the option to terminate this Letter Agreement upon thirty (30) days' prior written notice to City.
DISPUTES
This Letter Agreement shall be construed and all disputes hereunder shall be settled in accordance with the laws of the State of California. Pending final resolution of a dispute hereunder, City shall proceed diligently with the performance of this Letter Agreement and in accordance with Authority’s instructions.
NOTICES
Any notices, requests, or demands made between the City and Authority pursuant to this Letter Agreement are to be directed as follows:
To CITY: To AUTHORITY:
City of San Clemente
910 Calle Negocio
San Clemente
CA 92673
ATTENTION: Andy Hall, City
Manager
Phone: (949) 361-8341
Email: [email protected]
Cc: David Rebensdorf
Public Works Director / City Engineer
Phone: 949 361-6130
Email: RebensdorfD@sanclemente.org
Orange County Transportation
Authority
550 South Main Street
P.O. Box 14184
Orange, CA 92863-1584
ATTENTION: Megan Bornman,
Principal Contract Administrator
Phone: 714-560-5064
Email: [email protected]
Cc: Jason Lee, Program Manager
Phone: 714-560-5833
Email: [email protected]
[DATE]
4901-0799-7071 v1
To CITY: To AUTHORITY:
City of San Clemente
910 Calle Negocio
San Clemente
CA 92673
ATTENTION: Andy Hall, City
Manager
Phone: (949) 361-8341
Email: [email protected]
Cc: David Rebensdorf
Public Works Director / City Engineer
Phone: 949 361-6130
Email: RebensdorfD@sanclemente.org
Orange County Transportation
Authority
550 South Main Street
P.O. Box 14184
Orange, CA 92863-1584
ATTENTION: Megan Bornman,
Principal Contract Administrator
Phone: 714-560-5064
Email: [email protected]
Cc: Jason Lee, Program Manager
Phone: 714-560-5833
Email: [email protected]
IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be executed as of the date of the last signature below.
CITY OF SAN CLEMENTE ORANGE COUNTY TRANSPORTATION
AUTHORITY
By ______________________________ By ______________________________ Darrell E. Johnson
Chief Executive Officer
Andy Hall
City Manager
APPROVED AS TO FORM:
By ______________________________
Elizabeth A. Mitchell
City Attorney
APPROVED AS TO FORM:
By ______________________________
James Donich
General Counsel
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APPROVED:
By ______________________________
James G. Beil, P.E.
Capital Programs, Executive Director
[DATE]
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EXHIBIT "A"
SCOPE OF SERVICES
Authority and City shall perform the following (collectively, the “Work”) for per the City (collectively, the “WORK”) to the City’s satisfaction standards:
The “WORK”
Item No. Scope Responsible
Party
1 Pothole existing utilities for the buried section
of the sewer bypass.
OCTA
2 Provide Sewer bypass and testing, including all
necessary materials to complete the bypass,
and 24/7 pump watch.
OCTA
3 Purchase and Install approximately 165 linear
feet of 13.25mm thick CIPP liner from MH#7 to
MH#5.
City
4 Provide before and after CCTV of the sewer line
between MH#7 and MH#5.
City
5 Remove the sewer bypass and restore access to
the Project site.
OCTA
6 Provide railroad flagging as needed to complete
the “WORK.”
OCTA
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1. Pothole existing utilities for the buried section of the sewer bypass.
2. Provide Sewer bypass and testing, including all necessary materials to complete the bypass, and 24/7 pump watch.
3. Support install (by others) of CIPP liner from SMH5 to SMH7 with 24/7 pump watch – 2 to 3 days.
4. Remove the sewer bypass and restore access to the project site.
5. Provide railroad flagging as needed to complete the “WORK.”