HomeMy WebLinkAboutContracts & Agreements_135-2007_CCv0001.pdf a
AGREEMENT FOR FUNDING THE REPLACEMENT OF THE
ORANGE STREET WATER CONVEYANCE PIPELINE
This Agreement("Agreement") is made this 7th day of August, 2007 ("Effective Date"),
by and between Lockheed Martin Corporation("LMC") and the City of Redlands (the"City").
LMC and the City are sometimes individually referred to herein as a"Party" and, together, as the
"Parties."
RECITALS
WHEREAS, LMC has been investigating and remediating a plume of trichloroethylene
("TCE") and a plume of perchlorate in the Bunker Hill Basin (together, the "plume") pursuant to
Cleanup and Abatement Orders Nos. 94-37, 97-58 and 01-56 issued by the Santa Ana Regional
Water Quality Control Board(the "Regional Board"); and
WHEREAS, consistent with that effort, LMC prepared a Water Supply Contingency Plan
(the"Plan") approved by the Regional Board in March, 1997; and
WHEREAS, LMC has taken several measures since March, 1997, to implement and
execute the Plan, including the financing and construction of new potable water supply wells for
the City and the installation of perchlorate treatment systems on certain City water supply wells;
and
WHEREAS,the City has informed LMC that the pipeline conveying water from a
potable water supply well on Orange Street (the "Orange Street pipeline") to a blending system
used to reduce perchlorate concentrations in drinking water produced by the City's Church Street
Well needs replacement due to leakage and resulting diminished reliability of the system to
produce an adequate supply of water that meets water quality objectives for perchlorate; and
WHEREAS, LMC has agreed to reimburse the City for certain costs incurred by the Cite
in replacing the Orange Street pipeline; and
WHEREAS, LMC's financing of the Orange Street pipeline's replacement as set forth
herein is intended to ensure the City continues to have access to an adequate water supply.-
NOW,
upply;NOW, THEREFORE, in consideration of the mutual promises contained herein, and for
such other good and valuable consideration the receipt of which is hereby acknowledged, the
City and LMC agree as follows:
D M`Agree/Orange Pipeline Agreement 7-19-07
.............................
AGREEMENT
Section 1. Recitals. The foregoing recitals are true and correct and are incorporated
herein by this reference.
Section 2. The Citv's Obligations.
A. The City shall remove and/or properly dispose of the current Orange Street
pipeline, and acquire, install, activate and maintain a replacement pipeline. The City shall solicit
bids for construction of the replacement pipeline and award the contract for such work to the
lowest responsive and responsible bidder, in accordance with law(the "Contract Award
Amount"). City shall allow LMC to review the scope of work for the project prior to the City
soliciting bids, and share with LMC the bid tabulation of the successful bidder once a selection
has been made.
B. The replacement pipeline shall consist of ductile iron pipe or cement mortar-lined
and coated steel (whichever is the lowest cost), and it shall be similar or identical in size,
materials and equipment to the current pipeline in accordance with the City-approved design and
engineering plans provided by LMC to the City The City shall verify these conditions prior to
the purchase and installation of the replacement pipeline and related materials and equipment.
C. The City shall coordinate its actions described in this Section with LMC or its
designated representative in order to ensure that the scope of work and amount of costs are
contained. The City shall further provide periodic progress reports to LMC, and provide LMC
reasonable access to relevant locations and documents so that LMC or its designated
representative can periodically conduct site inspections and monitor the City's progress and
expenditures.
D. In the event that the City places into service certain wells that are impacted by
perchlorate, specifically, Wells No.10,No. 13, and No. 16, LMC shall have no financial
obligation to the City in connection with any such treatment of perchlorate, TCE, or any other
contaminant at these locations unless such contaminants at these locations are determined by the
Regional Water Quality Control Board as being a result of past LMC's business or operations.
Section 3. LMC's Obligations.
A. LMC shall reimburse the City the Contract Award Amount, and any additional
costs incurred by the City in connection with the construction and installation of the replacement
Orange Street pipeline in an amount not to exceed twenty percent (20%)of the Contract Award
Amount. The City shall invoice LMC monthly for reimbursement payments for the construction
of the replacement pipeline and LMC shall pay each City invoice within thirty (30) days of the
date of each invoice.
B. The Parties agree that the blending system for the City's well nos. 38 and 39 may
be improved by replacing the valve for well no. 39. Within ninety (90)days of the Effective
Date of this Agreement, LMC shall evaluate equipment necessary to achieve an acceptable blend
to the City for its consideration. If the Parties agree upon an equipment alternative,the City shall
acquire and install the equipment and LMC shall reimburse the City for all costs incurred by the
DJWAgreelOrange Pipeline Agreement 7-19-07
City in the installation of the equipment within thirty (30) days of the date of City's invoice to
LMC.
C. Within thirty(30)days from the date of the City's invoice, LMC shall pay the
City for the incremental costs incurred by the City associated with the operation, maintenance
and monitoring of the Church Street Well—Orange Street Well perchlorate blending system.
Section 4. Purpose of Agreement. The purpose of this Agreement is to protect the public
health and to fulfill in part the requirements set forth by the Regional Board. This Agreement is
not an admission or acknowledgement in fact or law by LMC that it is responsible for TCE
contamination,perchlorate contamination, or any other contaminants, or their alleged potential
adverse effects on the public health or the environment.
Section 5. Release, Defense and Indemnity Obligations.
A. The City shall defend, indemnify and hold harmless LMC and its officers,
employees and agents (the "LMC Indemnified Parties") from and against any and all actions,
damages, losses, causes of action and liability asserted, claimed or imposed against the LMC
Indemnified Parties relating to the injury or death of any person or damage to any property,
including attorneys' fees and other legal expenses, arising directly or indirectly from any
negligent or intentionally wrongful act or omission of the City in performing its obligations
under this Agreement. The City shall further defend, indemnify and hold harmless the LMC
Indemnified Parties from and against any claims relating to the use of funds provided by LMC
under the terms of this Agreement.
B. The City hereby releases LMC (including its predecessors, successors, affiliates,
subsidiaries, and their respective officers, directors, shareholders, employees, agents, and
representatives) from any and all claims, demands, causes of action, damages, costs,judgments,
and liability of any nature on account of with respect to, or in any way connected with or arising
from the City's replacement of the Orange Street pipeline or installation of any equipment
replacement alternative for the Well #39 blending system.
C. LMC shall defend, indemnify and hold harmless the City, and its elected officials,
officers, employees and agents (the.'City Indemnified Parties") from and against any and all
actions, damages, losses, causes of action and liability asserted, claimed or imposed against the
City Indemnified Parties relating to the injury or death of any person or damage to any property,
including attorneys' fees and other legal expenses, arising directly or indirectly from any
negligent or intentionally wrongful act or omission of LMC in performing its obligations under
this Agreement.
D. The indemnities set forth in this Section 5 shall not apply to any third party toxic
tort claim(s)arising out of the presence of perchlorate, TCE, or any other contaminant in water
purveyed by the City to the City's retail customers. Nothing in this Agreement shall limit the
right of either party to this Agreement to seek, by an appropriate civil action, indemnity, whether
implied or equitable, from the other in the event of a claim by a third party, including but not
limited to a third party toxic tort claim, against either party to this Agreement arising out of or
related to perchlorate, TCE, or any other contaminant.
DRWAgre60range Pipeline Agreement 7-19-07
Section 6. Attorneys'Fees. In the event any action is commenced to enforce or interpret
any of the terms or conditions of this Agreement,the prevailing Party shall, in addition to any
costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees
for use of in-house counsel by a Party.
Section 7. Entire Agreement, This Agreement represents the entire agreement and
understanding between the Parties as to the specific matters contained herein, and any prior
negotiations, proposals or verbal agreements relating to such matters are superseded by this
Agreement. Any amendment to this Agreement shall be in writing, approved by the City
Council of City,and signed by City and LMC.
Section 8. Governing Law, This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section 9. Notices and Reports. All notices, invoices, and reports herein required shall
be in writing and delivered in person or sent by first class mail, postage prepaid, to the addresses
as follows:
Lockheed Martin Corporation (LMC) City of Redlands
Kenneth H. Meashey,Vice President Gary Phelps
6801 Rockledge Dr., MP CLE610 Municipal Utilities Director
Bethesda,Maryland 20817 PO Box 3005
_ Redlands, CA 92373
Changes may be made to the names and addresses of the person to whom notices or reports are
to be given by giving notice pursuant to this section.
WHEREFORE,this Agreement has been executed by the Parties as of the date first
written above in San Bernardino County, California.
CITY OF REDLANDS LOCKHEED MARTIN CORPORATION
Jon Harrison, Mayor K eth H. Measle , Vice rsi ent '
ATTEST:
City Jerk �
I)JIMAgree0range Pipeline Agreement 7-19-07