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REIMBURSEMENT AGREEMENT BETWEEN
CITY OF RIVERSIDE AND CITY OF GRAND TERRACE
FOR IMPROVEMENTS TO GRAND TERRACE ROAD
This Reimbursement Agreement for Improvements to Grand Terrace Road ("Agreement")
is made and entered into this 30th day of July , 2010, by and
between the City of Grand Terrace, a municipal corporation ("Grand Terrace") and the City of
Riverside, a California charter city and municipal corporation (" Riverside"), sometimes also
referred to herein jointly as"Parties"or individually as "Party."
A. In June of 2009, Riverside completed construction of the John North Water
Treatment Plant ("Treatment Plan") in the City of Grand Terrace. Riverside will access the
Treatment Plant, for operations and maintenance, via Grand Terrace Road as further depicted on
the map attached hereto as Exhibit A and incorporated herein by this reference. The current
condition of Grand Terrace Road will cause additional wear and tear on Riverside's vehicles,
unless Grand Terrace Road is improved.
B. Grand Terrace desires to construct certain street improvements on Grand Terrace
Road,as further depicted on the map attached hereto as Exhibit A.
C. The Parties intend that, as provided herein, Grand Terrace shall construct the
street improvements on Grand Terrace Road, and Riverside shall reimburse Grand Terrace for a
portion of the street improvements in an amount not to exceed $70,000 in order to avoid
increased maintenance on Riverside's vehicles. Grand Terrace estimates the costs of the streets
improvements to be$210,375. The Parties desire to enter into this Agreement for such purposes.
AGREEMENT
NOW, WHEREFORE, in consideration of the foregoing recitals that are incorporated
herein by this reference and the mutual terms and conditions herein,the Parties agree as follows:
1. DESCRIPTION OF STREET IMPROVEMENTS
The street improvements that are the subject of this Agreement (defined as the
"Project") shall consist of all design and construction engineering and all contract construction
work, including construction and/or project management, associated with rehabilitating Grand
Terrace Road, beginning at the intersection of Grand Terrace Road and Barton Road to past 203
feet north of the intersection of Grand Terrace and Vivienda Avenue for a total of 1,837 feet of
improvements, as provided herein and as set forth in the bid schedule to City of Grand Terrace
Bid No. GTB 10-02.
Grand Terrace shall be the lead agency for the Project, and shall provide design and
construction engineering for the Project. Design engineering shall include preliminary
engineering and preparation of construction plans, contract documents and special provisions for
inclusion in the invitation for bids for the Project. Costs associated with design engineering shall
be borne by Grand Terrace. Construction engineering shall include construction survey material
testing, inspection, contract administration and supervision of the construction. Grand Terrace
shall solicit competitive bids for the construction work pursuant to Grand Terrace's usual Public
Works competitive bidding procedures. Construction shall include,but not limited to, furnishing
and installing full street width of asphalt concrete overlay, rise manholes and valve cans to grade,
street striping(paint)per Grand Terrace standards and provision of traffic control.
2. TERM
The term of this Agreement shall become effective on the date first written above,
and shall remain in effect until sixty(60)days after a Notice of Completion for the construction
of the Project has been recorded by Grand Terrace,unless terminated earlier pursuant to the
terms herein. Early termination shall be as provided for in Section 9 of this Agreement.
3. CONSTRUCTION
3.1 Construction. Grand Terrace agrees to construct, or caused to be
constructed, the Project in accordance with, without limitation, all approved or required
specifications, plans, drawings, documents and permits issued and/or prepared by Grand Terrace
and/or other governmental agency exercising jurisdiction over the Project. All construction
contracts entered into for the Project shall be entered into with a duly licensed, insured and
bonded contractor or contractors.
3.2 Compliance with Governmental Regulations. Grand Terrace shall carry
out the design, construction and operation of the Project in conformity with all applicable
governmental regulations.
3.3 Project Schedule of Performance. Not later than (10) days after
completion of the Project,Grand Terrace shall prepare and record a Notice of Completion.
3.4 Grand Terrace's Right of Inspection. Grand Terrace shall obtain or cause
to be obtained any and all necessary construction permits prior to commencing of any work
within the public rights-of-way for the Project. Riverside shall have the right during the
construction to enter upon the Project site for inspection purposes.
4. REIMBURSEMENT OF CONSTRUCTION COSTS
4.1 Estimated Construction Costs and Reimbursement Amount. Grand
Terrace has estimated that the cost of the Project shall be approximately $210,375, including
direct construction, project administration and other miscellaneous costs. Riverside shall
reimburse Grand Terrace for a portion of such costs associated with the Project, in an amount not
to exceed $70,000. Any change orders affecting Grand Terrace's costs associated with the
Project shall not increase the reimbursement amount owed by Riverside.
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4.2 Cost Records and Verification. Throughout the period of construction of
the Project, Grand Terrace shall submit to Riverside monthly statements of actual cost of
construction, including contracts, invoices, cancelled checks or other evidence of cost incurred
satisfactory to Riverside so that Riverside may verify Grand Terrace's actual cost of such
improvements.
4.3 Final Statement of Account Reimbursements. Upon completion of the
Project, Grand Terrace shall submit to Riverside a final invoice of said costs in the amount of
$70,000. Any amounts due shall be paid by Riverside within(30)days from the date of invoice.
5. HOLD HARMLESS
Except as to Riverside's negligence or willful misconduct, Grand Terrace shall
defend, indemnify and hold harmless Riverside, its officers, employees, and agents against and
from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including
without limitation any direct, indirect or consequential loss, liability, damage, claim, cost,
charge, demand, expense, or attorneys' fees) for injury or death to any person, and damage to
property, including without limitation property of either Party, arising out of or in connection
with the construction of the Project under this Agreement. The provisions of this Section 5 shall
not be construed to relieve any insurer of its obligations to pay any insurance claims in
accordance with the provisions of any valid insurance policy.
6. INSURANCE
6.1 General Liability and Auto Insurance. Grand Terrace shall secure, or cause
its contractor to secure and thereafter maintain until completion of the Agreement, such
commercial general and automobile liability insurance as shall protect Riverside from claims for
damages for personal injury, including accidental death, as well as from claims for property
damage which may arise from or which may concern operations under the Agreement, whether
such operations be by or on behalf of Riverside, any subcontractor or anyone directly or
indirectly employed by,connected with or acting for or on behalf of any of them.
All liability insurance shall be issued by insurance companies authorized to transact liability
insurance business in the State of California, with a policy holder's Rating of B+or higher, and a
Financial Class of VII or higher.
Such commercial general liability policy shall cover both bodily injury (including death)
and property damage (including but not limited to premises-operations liability, products-
completed operations liability, independent contractors liability, personal injury liability, and
contractual liability), in an amount not less than $1,000,000 per-occurrence limit/$2,000,000
aggregate.
3_
Such automobile liability policy shall cover both bodily injury and property damage in an
amount not less than$1,000,000 per-occurrence limit.
The policies shall not be amended or canceled unless thirty (30) days prior written
notification of intended amendment or cancellation has been given to Riverside and Grand
Terrace by certified or registered mail.
6.2 Riverside as Additional Insured. Each policy of insurance required
pursuant to Subsection 6.1 and the original certificate of insurance evidencing such coverage
shall name Riverside as an additional insured under such policy. Each such policy shall be in the
usual form of public liability insurance,but shall also include the following provision:
"Solely with respect to work done by the named insured for the
City of Riverside, it is agreed that the City of Riverside and its
officers and employees are added as additional insureds under this
policy."
6.3 Workers Compensation. Grand Terrace shall require that the contractor(s)
constructing the Project, prior to commencing such construction, comply with Section 3700 of
the Labor Code of the State requiring every employer to be insured against liability for workers'
compensation or to undertake self-insurance for such liability. Upon request, Grand Terrace
shall furnish to Riverside a copy of a certificate of insurance or self-insurance provided by each
such contractor evidencing that such insurance or self-insurance is in effect.
7. MODIFICATIONS,WAIVER, INTERPRETATION
7.1 Amendments. No amendment or modification to this Agreement shall be
effective unless in a writing duly executed by both Parties. The failure of any Party at any time
or times to require performance of any provision hereof shall in no manner affect the right at a
later time to enforce the same. No Waiver by any Party of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, shall be deemed to be construed
as a further or continuing waiver of any such breach or a waiver of the breach of any other term
or covenant unless such waiver is in writing.
7.2 Sole Agreement. This Agreement constitutes the final, complete and
exclusive statement of the terms of the agreement between the Parties pertaining to the subject
matter of this Agreement, and supersedes all prior and contemporaneous understandings or
agreements of the Parties. Neither Party has been induced to enter into this Agreement by, and
neither party is relying on, any representation or warranty outside those expressly set forth in this
Agreement.
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8. NOTICES
8.1 Notices. All notices permitted or required under this Agreement shall be
given to the respective Parties at the following addresses or at such other addresses as the
respective Parties may provide in writing for this purpose:
City: City of Riverside, Public Utilities Department/Water Division
3900 Main Street
Riverside, California 92522
Attention: Construction Contract Administrator
City: City of Grand Terrace
22795 Barton Road
Grand Terrace,CA 92313
Attention: City Clerk
Such notice shall be deemed made when personally delivered or mailed or forty-
eight (48) hours after deposit in the U.S. mail, first class postage prepaid and addresses to the
Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service. Changes in such designation may be made
by notice similarly given.
9. EARLY TERMINATION OF AGREEMENT
The Parties may terminate this Agreement by mutual written consent.
10. AUTHORIZED REPRESENTATIVE
Grand Terrace's Authorized Representative is the Public Works/Building and Safety
Director, or his designee. Grand Terrace may change its Authorized Representative by giving
Riverside notice pursuant to Section 8. Riverside's Authorized Representative is the General
Manager of the Public Utilities Department, or his designee. The parties may change their
respective Authorized Representative by giving the other party notice pursuant to Section 8.
11. SEVERABILITY
If any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions contained in this
Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable
provision(s)had never been contained herein.
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12. CAPTION AND PRONOUNS
The captions and headings of the various Sections of this Agreement are for
convenience only, and are not be construed as confining or limiting in any way the scope or
intent of the provisions hereof. Whenever the context requires or permits, the singular shall
include the plural, the plural shall include the singular, and masculine, feminine and neuter shall
be freely interchangeable.
IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to
be executed by their duly authorized representatives.
City of Riverside, City of Grand Terrace
By: By: Q%,�L�� O
Brad ey J. Hu son,City Manager Betsy Idf. Ada s,City Manager
Attest: �/��
By: BY: U/J(.0/Y(dtA_E —e0"— -
Colleen J Ni 1, City Clerk City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: c< / By
Susan D.Wilson t ttov ey
Deputy City Attorney
O:\Cycom\W PDocs\D006\P010\00041782.DD['
10-1424 sw 07/06/10
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EXHIBIT A
BAW&G/BWS/104320.2
102824 03-08-05
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