Loading...
HomeMy WebLinkAbout2016-03-08; Municipal Water District; Resolution 15441 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 RESOLUTION NO. 1544 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT, AUTHORIZING EXECUTION OF THE LETTER AGREEMENT WITH THE SAN DIEGO COUNTY WATER AUTHORITY TO REPLACE A PORTION OF THE TRI-AGENCIES WATER TRANSMISSION PIPELINE, PROJECT NO. 5008, AND AUTHORIZING EXECUTION OF THE RELATED RIGHT OF ENTRY PERMIT. Exhibit 1 WHEREAS, the Board of Directors of the Carlsbad Municipal Water District (CMWD) has determined it necessary, desirable, and in the public interest to replace a portion of the Tri- Agencies Water Transmission Pipeline owned and operated by CMWD to ensure the continued viability of this critical water supply pipeline; and WHEREAS, in order to successfully complete replacement of the Tri-Agencies Water Transmission Pipeline, Project No. 5008, it has become necessary to replace a 15-foot portion of the pipeline owned by the San Diego County Water Authority (SDCWA) and located within a SDCWA easement. NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the President is authorized to execute the Letter of Agreement between 21 SDCWA and CMWD for replacement of a portion of the existing Tri-Agencies Water 22 Transmission Pipeline and appurtenances attached hereto as Exhibit A. 23 3. That the President is authorized to execute the Right of Entry Permit for work 24 within the SDCWA easement attached hereto as Exhibit B. 25 26 II 27 II 28 February 8, 2016 Matt Hall, President Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 EXHIBIT A RE: Letter Agreement between the San Diego County Water Authority (Water Authority) and Carlsbad Municipal Water District (Carlsbad) for the replacement of a portion of existing Tri-Agencies Water Transmission Pipeline branch piping and appurtenances downstream of Carlsbad 4 Flow Control Facility Dear Mr. Hall: This Letter Agreement memorializes the terms and conditions between the Water Authority and Carlsbad for the replacement of approximately 15 feet of bar wrapped concrete cylinder pipe owned and operated by the Water Authority, which is a portion of the Tri-Agencies Water Transmission Pipeline (TAP) branch piping extending from Carlsbad 4 Flow Control Facility (CR4FCF) to the Water Authority's northwesterly easement line. Introduction: The purpose of this Agreement is to set forth the terms under which Carlsbad will replace approximately 15 feet of bar wrapped pipe concrete cylinder pipe, install a cathodic protection test station, install a buried insulating flange on the easement line to defme change in ownership between the Water Authority and Carls bad, and appurtenances required to complete the installation (Project). All Project work shall occur within the Water Authority easement on facilities owned by the Water Authority. The Water Authority constructed the TAP project in 1978, which included a transmission pipeline, five member agency flow control facilities (FCFs), and various branch discharge pipelines extending from each facility. Ownership of pipelines and accompanying easements, downstream of the FCFs, were transferred to the member agencies as agreed upon after project completion. The limits for pipeline ownership were intended to be located at the point of intersection with the easement or property line where possible. CR4FCF is part of a combined FCF structure which also includes Oceanside 4 Flow Control Facility. After the TAP was completed, the Water Authority quitclaimed the westerly portion of the pipeline easement to Carlsbad, as well as ownership of the TAP branch pipeline and appurtenances downstream of CR4FCF. A quitclaim deed (County of San Diego record number 82-220672; dated July 19, 1982) describes that portion ofthe TAP easement that was quitclaimed to Carlsbad (formally Costa Real Municipal Water District). As described in the quitclaim deed, the permanent easement line (between the Water Authority and Carlsbad) intersects the TAP at pipeline station 230+58.4( which is approximately 20-feet west ofCR4FCF, as shown in Exhibit Q:\Public Works\PW Common\Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry S Permit\Exhibit 3, Letter Agreement between Carlsbad and Water Authority 02-08-2016-C!ean.docx . Carlsbad Letter Agreement-Carlsbad 4 FCF February 8, 2016 Page 2 of8 A, attached hereto and made a part of this Agreement. The pipe material of the existing TAP branch pipeline immediately downstream of CR 4 FCF begins with a short section of welded steel pipe and then transitions to bar-wrapped concrete cylinder pipe. The pipe material transition takes place at pipe joint station 230+51.81 which does not coincide with the existing easement line and thus leaves a 40-foot pipe section of bar-wrapped concrete cylinder pipe straddling the easement line. Carlsbad desires to construct a new 18-inch welded steel pipeline (TAP Reach 2, Phase 1) to replace Carlsbad's existing 21-inch bar-wrapped concrete cylinder piping downstream of the CR4FCF. Carlsbad needs to construct the Project as part of its larger pipe replacement project because the alignment of the Carlsbad portion of the pipe replacement project is lower than the existing pipe. In order for Carlsbad to completely replace the existing 21-inch prestressed bar- wrapped concrete cylinder piping, it will require construction to take place within the Water Authority's easement, as well as removal and modification of the Water Authority's existing piping. Additionally, in order to accommodate the design slope of Carlsbad's new 18-inch pipeline and subsequent vertical angle point west ofCR4FCF, Carlsbad and the Water Authority agree that connecting to the Water Authority's existing 21-inch welded steel pipe at a point closer to CR 4 FCF is more appropriate than at the existing transition joint to the bar-wrapped concrete cylinder pipe. By making the connection closer to CR4FCF, it will allow sufficient room for a temporary test bulkhead to be installed, as well as room for installing a short pipe spool for connecting to the existing welded steel pipe. Finally, a buried insulating flange joint shall be installed at the easement line to defme pipeline ownership, as well as electrically isolate each agency's facilities. No riwdification to existing property easements will be required. Terms and Conditions of the Letter Agreement A. Carlsbad Obligations: 1. Assign a project manager, who will be the Water Authority's single point of contact. 2. Immediately following the execution of this agreement, arrange a kick-off meeting to discuss responsibilities and expectations of the Water Authority and Carlsbad. 3. Design and construct the Project with new 18-inch welded steel piping, anisolatingjoint, and cathodic protection test station as part of Carlsbad's replacement of existing 21-inch bar-wrapped concrete cylinder pipe branch piping of the TAP. The Project shall be designed and constructed in accordance with the Water Authority's latest General Conditions and Standard Specifications, Standard Drawings, and Standard Details. 4. Provide the Water Authority, for review and comment: design submittals (including fmal design) and construction submittals for the Project. 5. Construct the Project using Carlsbad's public works bid procedures, which shall include laws applicable to public works projects including prevailing wages, if applicable. Q:\Public Works\PW Comrnon\Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry Permit\Exhibit 3, Letter Agreement between Carlsbad and Water Authority 02-08-2016-Clean.docx Carlsbad Letter Agreement-Carlsbad 4 FCF February 8, 2016 Page 3 of8 6. Demolish and remove components of the existing piping within the Project area which conflict with the installation of new piping. 7. Install a buried insulating flange joint, with test station, at the easement line to delineate change in ownership, as well as electrically isolate each agency's facilities. 8. Preserve and/or replace existing survey monuments in accordance with California Business and Professionals Code 8771. Carlsbad shall furnish to the Water Authority copies of the filed documents. 9. Coordinate 48 hours in advance for all shutdowns for CR4FCF with Water Authority operations department. Provide the Water Authority a minimum of 48 hours' notice of required inspections. 10. Coordinate construction inspections and acceptance of all new or modified components of the Project with Water Authority project manager. 11. Obtain a Right of Entry Permit, as shown in Exhibit B attached hereto and made a part of this Agreement, from the Water Authority before beginning construction on the Project. 12. Provide the Water Authority with a copy ofthe Notice of Completion upon Carlsbad's acceptance of the TAP Reach 2, Phase 1 project. Carlsbad shall include in its contract for the Project a requirement that the Contractor warranty all work for a period of one year after recording of the Notice of Completion by Carlsbad, and provide a warranty bond. Neither the Notice of Completion, nor the written acceptance of the work, nor any provision of the contract documents, nor partial or entire occupancy of the premises by the Water Authority shall constitute an acceptance of the work not done in accordance with the contract documents or relieve Carlsbad of liability in respect to any express warranties, statutory or common law responsibility for faulty materials or workmanship. 13. During the one-year warranty period, and upon written notice of any defects in the Project and request for correction from the Water Authority, Carlsbad shall require its contractor to cure any defects with reasonable promptness. Carlsbad shall notify the Water Authority upon completion of work. In the event of an emergency, if Carlsbad fails to promptly undertake appropriate action to mitigate the emergency and make the required repairs, the Water Authority may make the required repairs. In any event which is not an emergency, if Carlsbad fails to respond to the Water Authority's request for correction within two weeks after being notified in writing by the Water Authority, and fails to commence the required repairs within a schedule approved by the Water Authority, the Water Authority is hereby authorized to proceed to have the defects repaired and made good at the expense of Carlsbad, which hereby agrees to pay the cost and charges therefore immediately upon demand. In the event the Water Authority elects to repair the defective work, such action by the Water Authority will not relieve Carlsbad of the guarantees provided in paragraphs 12 and 13 herein. Q:\Public Works\PW Common\Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry if'\ .. · Permit\Exhibit 3, Letter Agreement between Carlsbad and Water Authority 02-08-2016-Clean.docx . L Carlsbad Letter Agreement-Carlsbad 4 FCF February 8, 2016 Page 4 of8 14. Following completion of the Project, Carlsbad shall restore site to its original condition. 15. Provide written approval to the Water Authority that the Project is in compliance with ·the contract documents, prior to filing the Notice of Completion. 16. Require the designer, construction manager, inspector, and construction contractor to obtain and maintain, during the performance of all work, standard insurance policies as required by Carlsbad's specifications. All such insurance policies shall name the Water Authority, including its directors, officers, employees, and agents as additional insureds. 17. Provide record drawings per ESD-510, Section 3.1 Record Drawings Preparation and Revisions to Existing Record Drawings within 60 calendar days of filing Notice of Completion. B. Water Authority Obligations: 1. Furnish copies of the Water Authority's latest General Conditions and Standard Specifications, Standard Drawings and Standard Details, and Corrosion Protection Guide Drawings to be used in preparation of the design and construction plans and detail drawings. 2. Review and provide written comments on design submittals pertaining to work to be performed on the Project, including final design documents. Water Authority will provide written comments within 15 working days of receipt. Written approval is required from the Water Authority prior to work beginning on the Project. 3. Review construction submittals and any proposed design changes prior to the issuance of change orders on the Project, and provide written comments and approvals to Carlsbad within five working days of receipt. Water Authority must approve changes before Carlsbad issues the relevant change orders. 4. Provide inspection oversight services for the Project, as necessary, throughout the construction phase. Upon completion of construction, the Water Authority and Carlsbad, in conjunction, will conduct a final inspection and provide Carlsbad with a written punch list. 5. Provide written approval to Carlsbad that the Project is in compliance with the contract documents. The Water Authority will not unreasonably withhold its approval. Q:\Public Works\PW Common\Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry 0 Permit\Exhibit 3, Letter Agreement between Carlsbad and Water Authority 02-08-2016-Clean.docx Carlsbad Letter Agreement-Carlsbad 4 FCF February 8, 2016 Page 5 of8 C. Ownership of Components: The Water Authority will own and maintain the Project. A buried insulating flange joint, including a test station, will be installed on the piping at the easement line. The insulating flange joint will delineate change in ownership of the components, as shown on Exhibit A. The Water Authority will own and maintain the piping, the insulating flange, and the test station within the Water Authority easement. Carlsbad will own and maintain the piping and equipment downstream of the insulating flange .. D. Dispute Resolution: If any dispute, controversy, or claim arises out of or relates to any provision of this Agreement or concerns the breach or interpretation of any provision of this Agreement, which cannot be settled through negotiation, Carlsbad and the Water Authority agree first to try in good faith to settle the dispute, controversy, claim, or breach of this Agreement by mediation under the most recent version of the American Arbitration Association Construction Industry/Commercial Mediation Rules, the cost of which shall be borne equally by the parties. The mediation shall occur not later than 45 calendar days from commencement of the dispute. If mediation does not occur within this 45 calendar day period, the obligation to mediate shall be waived. The mediation shall not be binding on the parties. If the dispute is not settled in the mediation, either party shall have the right to pursue the dispute in court. E. Indemnification: Carlsbad will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Water Authority from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of any error, omission, negligent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. The Water Authority will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Carlsbad from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation oflaw, caused by or arising out of any error, omission, negligent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. Q:\Public Works\PW Common\Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry q Permit\Exhibit 3, Letter Agreement between Carlsbad and Water Authority 02-08-2016-Clean.docx Carlsbad Letter Agreement-Carlsbad 4 FCF February 8, 2016 Page 6 of8 F. Notices: Any notice or instrument required or permitted to be given hereunder will be deemed received upon personal delivery or 24 hours after deposit in any United States mail depository, first class postage prepaid, and addressed to the party whom intended as follows: With a copy to: San Diego County Water Authority 610 W. Fifth Avenue Escondido, CA 92025 Attention: Director of Engineering Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Attention: Executive Director City of Carlsbad Carlsbad Municipal Water District 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attention: General Counsel G. Laws and Venue: This Agreement will be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in the Superior Court, County ofSan Diego, or a federal court situated in the County of San Diego, State of California. H. Amendment: This Agreement may be modified only by a subsequent written amendment executed by both parties. I. Successors or Assigns: This Agreement and any portion thereof shall not be assigned or transferred, nor shall any of the duties be delegated, without the express written consent of all parties, which shall not be unreasonably withheld or delayed. Any attempt to assign or delegate this Agreement without the express written consent of all parties shall be void and of no force or effect. Q:\Public Works\PW Common\Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Ent:Iy Pennit\Exhibit3, Letter Agreement between Carlsbad and Water Authority 02-08-2016-Clean.docx \\) B. Additional Coverages Required (as indicated by marked box below) D (1) REQUIRED Professional Liability. At all times during this contract, and for 12 months following acceptance of work by owner, Permittee agrees to maintain Professional Liability Insurance as respects services or operations under this agreement. D (2) REQUIRED Pollution Liability. At all times during this contract, and for 24 months following, Permittee agrees to maintain Pollution Liability Insurance as respects services or operations under this agreement. Extended discovery period must be no less than 24 months. C. Minimum Policy Limits Required Commercial General Liability Automobile Liability W/C Employer's Liability Combined Single Limit (CSL) $2,000,000.00 $2,000,000.00 $1,000,000.00 Additional Coverages (as indicated under Section B, Additional Coverages Required, with marked box below): D B-2 Professional Liability REQUIRED D B-3 Pollution Liability REQUIRED D. Policy Provisions Required $ $ (1) Notice of Cancellation. All policies and coverages shall contain a provision for 3 0 days written notice by the Insurer( s) to the Water Authority of any cancellation. (2) Primary Insurance. Permittee agrees that all general liability coverages required under this Insurance section are PRIMARY insurance and that any insurance of the Water Authority shall be excess and noncontributory. E. Special Provisions The foregoing requirements as to the types and limits of insurance coverage to be maintained by Permittee, and any approval of said insurance by the Water Authority, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Permittee pursuant to this agreement, including but not limited to the provisions concerning indemnification. Q:\Public Works\PW Common \Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry Permit\Exhibit4, ROE 2014-039b_Standard Form-Legal comments 02-08-2016-Clean.docx STANDARD FORM (rev.ll172011) Page 2 of5 3. Indemnification: A. Carlsbad will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Water Authority from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of any error, omission, negligent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. B. The Water Authority will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Carlsbad from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of any error, omission, negligent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. 4. The following condition(s) apply if checked: A. B. c. D. D E. F. G. H:. I. D Permittee agrees to coordinate on a daily basis a reasonable access to all Water Authority facilities. Permittee agrees to restore all facilities, improvements, landscaping, etc., to their original condition by the completion of work. Permittee agrees that no work by Permittee or its authorized agent will interfere with Water Authority operations. Permittee shall deposit with the Water Authority, the sum of Three Hundred dollars ($300.00 ), representing the Encroachment Permit fee. Permittee shall notify the Right of Way Group of the Water Authority 48 hours prior to the start of work on subject property at (858) 522-6900 and within 24 hours after completion of work. Permittee shall arrange a preconstruction meeting with Ray Carreon of the Water Authority at (858) 522-6920 to review procedures and possible facility conflicts in the vicinity of the proposed work. Permittee shall obtain approval from the Water Authority upon completion of work that all facilities have been restored to original or better condition. Water Authority shall maintain, a competent Construction Inspector to protect and control work and equipment activity of Permittee while upon Water Authority premises. Permittee shall keep all trees, fences, gates, equipment, tools, and materials at least twenty (20) feet from the centerline of any pipeline. Q:\Public Works\PW Common \Agenda Bills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry Permit\Exhibit 4, ROE 2014-039b_Standard Form-Legal comments 02-08-2016-Clean.docx STANDARD FORM (rev.l1172011) Page 3 ofS J. K. D L. M. N. D 0. D P. Q. R. Permittee shall remove all of Permittee's tools, equipment, and materials from Water Authority premises promptly upon completion of work, restoring Water Authority premises to the same state and condition as when Permittee entered thereon. Permittee shall reimburse the Water Authority for all cost and expense incurred by the Water Authority in connection with said work, including without limitation the expense of furnishing such inspectors, plan checkers, and Land Surveyors as the Water Authority deems necessary. If Permittee plans to use any equipment or engage in any activity over the Water Authority's right of way which will impose loads greater than AASHTO H-20, Permittee shall submit the specifications of such equipment for review and written approval by the Water Authority five working days prior to its use. Permittee shall perform all work in accordance with applicable Local codes, specifications, and Water Authority design criteria. Permittee shall submit the attached Encroachment Permit form to the Engineering Department of the Water Authority ( 4677 Overland Avenue, San Diego, CA 92123-1233) at least 72 hours prior to the start of work. Permittee shall provide locks to existing gates across the Water Authority's access road and shall remove the locks when the project is completed. Permittee's locks shall not prohibit Water Authority access. Permittee is responsible for advising its contractor and any subcontractors of the presence of and restrictions regarding Water Authority's facilities. Permittee is responsible for acquiring any other property rights, licenses, or permits needed to conduct the permitted activities. Permittee shall comply with the following special conditions: 1) Approved construction equipment traversing the Water Authority's right of way shall travel at a maximum speed of 15 mph and shall be limited to: A. 228 Komatsu Excavator B. 138 Komatsu Excavator C. 524 John Deere Loader D. 650 Bobcat Skidsteer E. Water Truck F. Super 10 Peterbuilt Dump Truck G. Service/Tool Truck 2) If Permittee violates any terms or conditions of said permit, the permit shall be immediately revoked. Permittee waives the right to assert any claim or action against the Water Authority arising out of or resulting from the revocation of this permit or the removal of any improvements or any other action by the Water Authority, its officers, agents, or employees taken in a non-negligent manner, in accordance with the terms of the permit. Upon Q:\Public Works\PW Common\AgendaBills\2016 Agenda Bills\Approval\5008 Approval of Letter Agreement with SDCWA and Right of Entry Permit\Exhibit4, ROE 2014-039b_Standard Form-Legal comments 02-08-2016-Clean.docx STANDARD FORM (rev.l1172011) Page4of5 Executed Document(s) To Follow Carlsbad Letter Agreement -Carlsbad 4 FCF March 10, 2016 Page 4 of 8 4. Provide inspection oversight services for the Project, as necessary, throughout the construction phase. Upon completion of construction, the Water Authority and Carlsbad, in conjunction, will conduct a final inspection and provide Carlsbad with a written punch list. 5. Provide written approval to Carlsbad that the Project is in compliance with the contract documents. The Water Authority will not unreasonably withhold its approval. C. Ownership of Components: The Water Authority will own and maintain the Project. A buried insulating flange joint, including a test station, will be installed on the piping at the easement line. The insulating flange joint will delineate change in ownership of the components, as shown on Exhibit A. The Water Authority will own and maintain the piping, the insulating flange, and the test station within the Water Authority easement. Carlsbad will own and maintain the piping and equipment downstream of the insulating flange. D. Dispute Resolution: If any dispute, controversy, or claim arises out of or relates to any provision of this Agreement or concerns the breach or interpretation of any provision of this Agreement, which cannot be settled through negotiation, Carlsbad and the Water Authority agree first to try in good faith to settle the dispute, controversy, claim, or breach of this Agreement by mediation under the most recent version of the American Arbitration Association Construction Industry/Commercial Mediation Rules, the cost of which shall be borne equally by the parties. The mediation shall occur not later than 45 calendar days from commencement of the dispute. If mediation does not occur within this 45 calendar day period, the obligation to mediate shall be waived. The mediation shall not be binding on the parties. If the dispute is not settled in the mediation, either party shall have the right to pursue the dispute in court. E. Indemnification: Carlsbad will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Water Authority from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of any error, omission, negligent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. The Water Authority will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Carlsbad from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, L:\ROW\DeptOnly\PROJECTS_OPS\20 14\14-039 City of Carlsbad\14-039b\Letter Agreement between Carlsbad and Water Authority-Final.docx Carlsbad Letter Agreement-Carlsbad 4 FCF March 10, 2016 Page 5 of 8 sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of any error, omission, negligent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. F. Notices: Any notice or instrument required or permitted to be given hereunder will be deemed received upon personal delivery or 24 hours after deposit in any United States mail depository, first class postage prepaid, and addressed to the party whom intended as follows: With a copy to: San Diego County Water Authority 610 W. Fifth Avenue Escondido, CA 92025 Attention: Director of Engineering Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Attention: Executive Director City of Carlsbad Carlsbad Municipal Water District 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attention: General Counsel G. Laws and Venue: This Agreement will be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in the Superior Court, County of San Diego, or a federal court situated in the . County of San Diego, State of California. H. Amendment: This Agreement may be modified only by a subsequent written amendment executed by both parties. I. Successors or Assigns: This Agreement and any portion thereof shall not be assigned or transferred, nor ·shall any of the duties be delegated, without the express written consent of all parties, which shall not L:\ROW\DeptOnly\PROJECTS_OPS\20 14\14-039 City of Carlsbad\14-039b\Letter Agreement between Carlsbad and Water Authority-Final.docx B. Additional Coverages Required (as indicated by marked box below) 0 (I) REQUIRED Professional Liability. At all times during this contract, and for 12 months following acceptance of work by owner, Permittee agrees to maintain Professional Liability Insurance as respects services or operations under this agreement. 0 (2) REQUIRED Pollution Liability. At all times during thi s contract, and for 24 months following, Permittee agrees to maintain Pollution Liability Insurance as respects services or operations under this agreement. Extended discovery period must be no less than 24 months. C. Minimum Policy Limits Required Commercial General Liability Automobile Liability W/C Employer's Liability Combined Single Limit (CSL) $2,000,000.00 $2,000,000.00 $1,000,000.00 Additional Coverages (as indicated under Section B, Additional Coverages Required, with marked box below): 0 B-2 Professional Liability REQUIRED 0 B-3 Pollution Liability REQUIRED D. Policy Provisions Required $ $ ( l) Notice of Cancellation. All policies and coverages shall contain a provision for 30 days written notice by the In surer(s) to the Water Authority of any cancellation. (2) Primary Insurance. Permittee agrees that all general liability coverages required under this Insurance section are PRIMARY insurance and that any insurance of the Water Authority shall be excess and noncontributory. E. Special Provisions The foregoing requirements as to the types and limits of insurance coverage to be maintained by Permittee, and any approval of said insurance by the Water Authority, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Permittee pursuant to this agreement, including but not limited to the provisions concerning indemnification. L:\ROW\DeptOnly\PROJECTS_OPS\20 14\14-039 City of Carlsbad\14-039b\Exhibit B -ROE 20 14-039b_Final.docx STANDARD FORM (rev.lll7201!) Page 2 of 5 3. Indemnification: A. Carlsbad will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Water Authority from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of any error, omission, negligent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. B. The Water Authority will indemnify, defend at its own expense, including attorneys' fees, and hold harmless Carlsbad from and against all claims, costs, demands, losses, and liability of any nature whatsoever, including, but not limited to, liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of any error, omission, neg! igent or willful act of its officers, directors, employees, agents, volunteers or any other person acting pursuant to its control in performing under this Agreement. A party shall not be indemnified for its sole negligence or willful misconduct. 4. The following condition(s) apply if checked: A. B. c. D. D E. F. G. H. I. D Permittee agrees to coordinate on a daily basis a reasonable access to all Water Authority facilities. Permittee agrees to restore all facilities, improvements, landscaping, etc., to their original condition by the completion of work. Permittee agrees that no work by Permittee or its authorized agent will interfere with Water Authority operations. Permittee shall deposit with the Water Authority, the sum of Three Hundred dollars ($300.00 ), representing the Encroachment Permit fee. Permittee shall notify the Right of Way Group of the Water Authority 48 hours prior to the start of work on subject property at (858) 522-6900 and within 24 hours after completion of work. Permittee shall arrange a preconstruction meeting with Ray Carreon of the Water Authority at (858) 522-6920 to review procedures and possible facility conflicts in the vicinity of the proposed work. Permittee shall obtain approval from the Water Authority upon completion of work that all facilities have been restored to original or better condition. Water Authority shall maintain a competent Construction Inspector to protect and control work and equipment activity of Permittee while upon Water Authority premtses. Permittee shall keep all trees, fences, gates, equipment, tools, and materials at least twenty (20) feet from the centerline of any pipeline. L:\ROW\DeptOnly\PROJECTS_OPS\20 14\14-039 City of Carlsbad\ 14-039b\EKhibit B -ROE 20 14-039b_Final.docx STANDARD FORM (rev.lll720ll) Page 3 of 5 J. K . D L. M. N. D 0. D P. Q. R. Permittee shall remove all of Permittee's tools, equipment, and materials from Water Authority premises promptly upon completion of work, restoring Water Authority premises to the same state and condition as when Permittee entered thereon. Permittee shall reimburse the Water Authority for all cost and expense incurred by the Water Authority in connection with said work, including without limitation the expense of furnishing such inspectors, plan checkers, and Land Surveyors as the Water Authority deems necessary. If Permittee plans to use any equipment or engage in any activity over the Water Authority's right of way which will impose loads greater than AASHTO H-20, Permittee shall submit the specifications of such equipment for review and written approval by the Water Authority five working days prior to its use. Permittee shall perform all work in accordance with applicable Local codes, specifications, and Water Authority design criteria. Permittee shall submit the attached Encroachment Permit form to the Engineering Department of the Water Authority ( 4677 Overland A venue, San Diego, CA 92123-1233) at least 72 hours prior to the start of work. Permittee shall provide locks to existing gates across the Water Authority's access road and shall remove the locks when the project is completed. Permittee's locks shall not prohibit Water Authority access. Permittee is responsible for advising its contractor and any subcontractors of the presence of and restrictions regarding Water Authority's facilities. Permittee is responsible for acquiring any other property rights, licenses, or permits needed to conduct the permitted activities. Permittee shall comply with the following special conditions: I) Approved construction equipment traversing the Water Authority's right of way shall travel at a maximum speed of 15 mph and shall be limited to: A. 228 Komatsu Excavator B. 138 Komatsu Excavator C. 524 John Deere Loader D. 650 Bobcat Skidsteer E. Water Truck F. Super 10 Peterbuilt Dump Truck G. Service/Tool Truck 2) If Permittee violates any terms or conditions of said permit, the permit shall be immediately revoked. Permittee waives the right to assert any claim or action against the Water Authority arising out of or resulting from the revocation of this permit or the removal of any improvements or any other action by the Water Authority, its officers, agents, or employees taken in a non-negligent manner, in accordance with the terms of the permit. Upon L:\ROW\DeptOnly\PROJECTS_OPS\2014\14-039 City of Carlsbad\14-039b\Exhibit B-ROE 2014-039b_FinaLdocx STANDARD FOR.J.vl (rev.lll72011) Page 4 of 5