HomeMy WebLinkAbout06 APPROVE REIMBURSEMENT AGREEMENT OCSD CONTRACT NO. 7-37 WITH OCSD FOR PORTION OF GISLER RED HILL SYSTEM 41r 0 AGENDA REPORT Revedeldm 6
�� City Manager
ST Finance Director N/A
MEETING DATE: JULY 15, 2014
TO: JEFFREY C. PARKER, CITY MANAGER
FROM: DOUGLAS S. STACK, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
SUBJECT: APPROVE REIMBURSEMENT AGREEMENT OCSD CONTRACT NO. 7-37
WITH THE ORANGE COUNTY SANITATION DISTRICT FOR THE
CONSTRUCTION OF A PORTION OF THE GISLER RED HILL SYSTEM
IMPROVEMENTS
SUMMARY
Reimbursement Agreement OCSD Contract No. 7-37 between the City of Tustin and the Orange
County Sanitation District (OCSD) dated June 25, 2014 establishes terms and conditions under
which a portion of OCSD's Gisler Red Hill System improvements will be scheduled, engineered,
financed, and constructed in conjunction with the City's Armstrong Avenue and Warner Avenue
Extension Phase 2 Street Improvements Construction Project, CIP No.'s 70201 & 70202.
RECOMMENDATION
It is recommended that the City Council approve Reimbursement Agreement OCSD Contract No.
7-37 with OCSD and authorize the Mayor, City Clerk, and City Attorney to execute the agreement
on behalf of the City.
FISCAL IMPACT
None. The City's construction of improvements related to the Armstrong Avenue and Warner
Avenue Extension Phase 2 Street Improvements Project was previously approved and currently
underway. This reimbursement agreement provides funds deposited by OCSD with the City to
cover Gisler Red Hill System improvements by the City's contractor, R.J. Noble, within the Project
area.
CORRELATION TO THE STRATEGIC PLAN
This agreement contributes to the fulfillment of three goals in the City's Strategic Plan. First is
contribution to the fulfillment of the City's Strategic Plan Goal A: Economic and Neighborhood
Development; specifically the project implementation of Strategy#1 which, among other items, is to
develop critical phases of Tustin Legacy. Secondly is implementation of Goal B, Strategy #3 to
ensure public safety and protection of assets through continuous maintenance and improvement of
public facilities. Lastly the project also addresses Goal D, Strategy #2 by working collaboratively
with agencies to address issues of mutual interest and concern.
DISCUSSION AND BACKGROUND
Reimbursement Agreement OCSD Contract No. 7-37 has been prepared to establish terms and
conditions under which a portion of OCSD's Gisler Red Hill System 'improvements will be
scheduled, engineered, financed, and constructed in conjunction with the City's Armstrong Avenue
and Warner Avenue Extension Phase 2 Street Improvements Construction Project, CIP No.'s
Approve Reimbursement Agreement No. 7-37 with OCSD
July 15, 2014
Page 2
70201 & 70202. The combined work effort minimizes impacts to the environment, the public, and
surrounding community by minimizing traffic and other construction impacts.
The City Attorney has reviewed and approved Reimbursement Agreement OCSD Contract No. 7-
37 as to form. This agreement has also been approved by the OCSD Board of Directors.
•
Aid
rrou. o .. Stack, P.E.
Dire .f Public Works/City Engineer
Attachment 1: Reimbursement Agreement OCSD Contract No.7-37
S:\City Council Items\2014 Council Items\07-15-2014\OCSD Gisler-Red Hill Reimbursement AgreemenMpproval of Reimb Agmt#7-
37 w OCSD.docx
REIMBURSEMENT AGREEMENT
BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND CITY OF
TUSTIN FOR
THE GISLER RED HILL SYSTEM IMPROVEMENTS
OCSD CONTRACT No. 7-37
•
THIS REIMBURSEMENT AGREEMENT ("Agreement") is made and entered
into on this 25m day of June, 2014 ("Effective Date") between the:
ORANGE COUNTY SANITATION
DISTRICT, a County Sanitation District
("OCSD");
•
AND
CITY OF TUSTIN, a municipal corporation,
("City").
OCSD and City are sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as "Parties."
WHEREAS,OCSD is a duly organized County Sanitation District existing pursuant to the
County Sanitation District Act,California Health and Safety Code section 4700 et seq.,providing
for the ownership,operation, and maintenance of wastewater collection,treatment, and disposal
facilities within Orange County, California; and
WHEREAS,the City is a municipal corporation duly organized and validly existing under
the laws of the State of California; and
WHEREAS, OCSD desires to build or have built a portion of its Gisler-Redhill System
Improvements Reach B project ("OCSD Project") located in Red Hill Avenue, in the City of
Tustin, as shown on Exhibit A; and
WHEREAS, the City is constructing its Warner Avenue Extension, Phase 2, Street
Improvement(CIP 70202)("City Project")a portion of which is located along Red Hill Avenue
in the City of Tustin ("City's Project Area");
WHEREAS, the OCSD Project is within the City's Project Area;
WHEREAS,the City has already engaged the services ofa contractor for the construction
of the City Project;
WHEREAS,OCSD and the City desire to perform the OCSD Project and City Project in a
manner that minimizes the impacts to the environment,the public, and surrounding community;
4832-3080-2459.1
1010563.1
WHEREAS,OCSD and City,in order to minimize traffic and construction impacts,intend
by this Agreement to provide for the City's contractor to construct the portion of the OCSD
Project that is within the City's Project Area, and for OCSD to reimburse the City for those
construction costs; and
WHEREAS, the Parties desire to enter into this Agreement to establish the duties and
obligations of each respective Party for the completion of the OCSD Project and the City Project.
NOW THEREFORE,based on the recitals and the mutual covenants and promises herein,
the City and OCSD agree as follows:
Section 1. Recitals. The recitals above are deemed true and correct, and are hereby
incorporated in this Section as though fully set forth herein.
Section 2. Elements of Agreement. OCSD and the City shall work cooperatively
together so the OCSD Project and the City Project can be constructed in a manner that minimizes
the costs and impacts to the public. The specific terms and conditions governing the elements of
this Agreement are set forth hereinafter.
Section 3. City's Specific Obligations Relating to OCSD Project.
A. Upon OCSD's written authorization, the City shall have its contractor
proceed with the OCSD Project in strict conformance with the plans and specifications approved
pursuant to Section 4.A., below.
B. City shall be responsible for administering the construction contract and the
construction of the OCSD Project.
C. City shall be responsible for compliance with the California Environmental
Quality Act("CEQA")(Pub. Resources Code,Section 21000 et seq.)for all activities associated
with City Project and City shall be the Lead Agency for purposes of CEQA for the City Project.
D. City shall require from its construction contractor a Faithful Performance
Bond,a Labor and Materials Payment Bond,and a one-year warranty for the OCSD Project. Such
bonds and warranty shall comply with the City's General Provisions Section 2-4 "Contract
Bonds" (see attached Exhibit B).
E. City shall promptly inform OCSD of any proposed change orders to the
construction contract that affect the OCSD Project. Copies of proposed change orders affecting
OCSD will be provided to OCSD within five(5)working days of submission to City. All change
orders shall be subject to OCSD's approval if and to the extent OCSD's improvements are
affected thereby. OCSD shall not unreasonably withhold its approval to such change orders.
F. City shall furnish and deliver to OCSD all as-built redlined contractor's
plans of OCSD Project and copies of any additional project-related documents requested by
OCSD at no cost to OCSD.
•
4832-3080-2459.1 2
1010563.1
Section 4. OCSD's Specific Obligations Relating to OCSD Project.
A. OCSD shall (i)be responsible for the design and preparation of the plans
and specifications for the OCSD Project;(ii)obtain City's approval of the plans and specifications
for the OCSD Project; and (iii) obtain all required permits for the construction of the OCSD
Project and easements related thereto.
B. OCSD shall be responsible for compliance with CEQA for all activities
associated with the OCSD Project and OCSD shall be the Lead Agency for purposes of CEQA.
C. Upon obtaining City's approval of the plans and specifications for the
OCSD Project, and after OCSD accepts the City contractor's proposal of estimated costs and
expenses for the construction of the OCSD Project ("Contractor's Proposal") and OCSD gives
City authorization to proceed with the work,OCSD will deposit with City an amount equal to the
Contractor's Proposal plus a four percent(4%)administrative fee to cover City staff time("OCSD
Deposit"). In no event shall the amount of the OCSD Deposit exceed Three Hundred Thousand
Dollars($300,000),except as may be authorized by change order in accordance with Section 3.E
or otherwise approved by OCSD in writing("OCSD Project Cost Cap"). A final accounting of
the reimbursement owing from OCSD to City will be made upon completion and acceptance of
OCSD's Project by OCSD. OCSD's reimbursement of costs shall not include costs and services
for the design and construction of City's Project.
D. OCSD shall have the sole and absolute discretion to approve all aspects of
the design and construction of the OCSD Project, as well as construction change orders related
thereto, but OCSD shall not unreasonably withhold its approval of change orders. OCSD shall
assign a Resident Engineer to oversee change orders, if any.
E. OCSD shall provide construction inspection and support services for the
OCSD Project. OCSD shall inspect construction of the OCSD Project as it deems necessary to
assure compliance with the approved Plans and Specifications, including shop drawing review,
requests for information and clarifications, material inspection, surveying, geotechnical testing
and recommendations, specialty inspections, permit compliance, construction meetings, and
design changes thereof. OCSD shall promptly notify City if any portion of the work appears not
to conform to the Plans and Specifications, and shall work with the City on all items associated
with the OCSD Project's construction.
F. OCSD shall prepare its own record drawings.
Section 5. Indemnification.
A. Except as set forth in Section S.C.below,City shall indemnify,defend and
hold OCSD, its elected and appointed officials, its officers, agents, employees, and consultants
harmless from any and all actions, suits, claims, liability or expense for death, injury, loss, or
damage to persons or property(collectively"Claims")arising out of any act or omission by City,
its officers, agents, employees or consultants, with respect to the construction or undertaking of
the OCSD Project or City Project,except in those instances where such Claims are solely caused
by any act, omission, or negligence of OCSD, its officers, agents, employees or consultants.
4832-3080-2459.1 3
1010563.1
B. Except as set forth in Section S.C. below, OCSD shall indemnify, defend
and hold City,its elected and appointed officials,its officers,agents,employees,and consultants,
harmless from any and all Claims arising out of any act or omission by OCSD,its officers,agents,
employees or consultants,with respect to the construction or undertaking of the OCSD Project,as
a result of or in connection with the maintenance and operation of the OCSD Project, except in
those instances where such Claims are solely caused by any act, omission,or negligence of City,
its officers, agents, employees, or consultants.
C. Neither City nor OCSD shall be obligated under Section 5.A or 5.B to
defend, indemnify or hold harmless the other against Claims arising solely out of an act or
omission by either Party's consultant or contractor in connection with the construction,
maintenance or operation of the OCSD Project and/or City Project. The Parties shall, in any
contract with a contractor or consultant working on the OCSD Project and/or City Project,require
that contractor or consultant to indemnify,defend,and hold harmless both the City and OCSD in
connection with any Claims arising out of or relating to the construction, maintenance or
operation of the OCSD Project and/or City Project and obtain insurance consistent with Section 6.
At least 10 days prior to the commencement of construction of the OCSD Project, the City shall
provide OCSD with proof of the contractor's indemnity and insurance, including providing
endorsements or policies evidencing compliance with the requirements of Section 6.
Section 6. Insurance. The City shall require its contractor to maintain insurance
policies in compliance with the City's General Provisions Section 7-3 "Liability Insurance"(see
Exhibit C) during all times of the construction projects. OCSD shall be named as an additional
insured on each liability insurance policy. The City shall not allow its contractor or
subcontractor(s) to commence the work covered by this Agreement until such insurance is
obtained in accordance with the requirements of this Section.
Section 7. Term. This Agreement shall commence on the Effective Date, and be in
full force and effect until the specified obligations of both Parties have been fulfilled or the
Agreement is terminated.
Section 8. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be personally delivered or sent by overnight courier or U.S.
mail or by electronic transmission, and shall be deemed received upon the earlier of: (i) the date
of delivery to the address of the person to receive such notice if delivered personally or by
messenger or overnight courier; (ii) three business days after the date of posting by the United
States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice,
request, demand, direction, or other communication sent by electronic transmission must be
confirmed within 48 hours by letter mailed or delivered.Notices or other communications shall be
addressed as follows:
To OCSD:
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Clerk of the Board
4832-3080-2459.1 4
1010563.1
Facsimile: (714) 962-5018
To CITY:
City of Tustin
300 Centennial Way
Tustin, CA 92780
Attention: Director of Public Works/City Engineer
Facsimile: (714) 734-8991
Section 9. Jurisdiction. In the event of a dispute regarding performance or
interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement
shall lie in the Superior Court of California for Orange County.
Section 10. No Third Party Beneficiaries. This Agreement is entered into by and for
the OCSD and the City, and nothing herein is intended to establish rights or interests in
individuals or entities not a party hereto.
Section 11. Force Majeure. Except for the payment of money, neither Party shall be
liable for any delays or other non-performance resulting from circumstances or causes beyond its
reasonable control, including without limitation,fire or other casualty,Act of God,strike or labor
dispute, war or other violence, acts of third parties, or any law, order, or requirement of any
governmental agency or authority.
Section 12. Governing Law. This Agreement shall be governed by the laws of the
State of California.
Section 13. Entire Agreement.This Agreement constitutes the entire understanding and
agreement between the Parties and supersedes all previous negotiations and agreements between
the Parties pertaining to the City's construction of, and OCSD's reimbursement to the City for,
the OCSD Project described in this Agreement.
Section 14. Waiver. A waiver of a breach of the covenants, conditions,or obligations
under this Agreement by either Party shall not be construed as a waiver of any succeeding breach
of the same or other covenants, conditions, or obligations of this Agreement.
Section 15. Modification. Except for change orders approved in accordance with
Section 3.E., any alteration, change, or modification of this Agreement shall be in the form of a
written amendment, which shall be signed by both Parties.
Section 16. Severability. If any term or portion of this Agreement is held to be invalid,
illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions
of this Agreement shall continue in full force and effect.
Section 17. Agreement Execution and Authorization. Each of the undersigned
represents and warrants that they are duly authorized to execute and deliver this Agreement and
that such execution is binding upon the entity on whose behalf they are executing this Agreement.
This Agreement may be executed in counterparts.
4832-3080-2459.1 5
1010563.1
The Parties are signing this Agreement as of the Effective Date.
ORANGE COUNTY SANITATION
DISTRICT
By:
James D. Herberg, General Manager
APPROVED AS TO FORM:
Lewis, Brisbois, Bisgaard & Smith, LLP
By: .G _'44
Claire Hervey ollins, Special Counsel
CITY OF TUSTIN
•
By:
Elwyn A. Murray, Mayor
ATTEST:
Jeffrey C. Parker, City Clerk
APPROVED AS TO FORM:
By
David E. Kendig, City Attorney
4832-3080-2459.1 6
1010563.1
REFERENCE FILES-. 7-37-c-u0101.Cwo 7-37-v-i000aI C o ZRBO-EH-11X17-re,.d..]
I 11 11 0
w b5; In 'I
y -- I I 1 m
m\ j1'. I 11 11 I' F
II f I I'I ' , I I I I z
0
1 I AI /l I I
o .I 1 1 I ".I m
f II 11,1
1 „,\
CO
o / f III \III 1II \
I
1 [- ,_- ;CITY OF .SANTA- ANA 1
y .4
- 1 m III /
— -� lI VE-
Ili ;. WARNER A _
I - Il' 1 I � v
1 I n
I 11 ,/,' I n 1, III — ^ _
I,. U ''1/ may . `;- -r-------
-” 1 . i' u I `I
�I ? rm.- .11'11 C'C
p i 112M all lrl
r f
.o �; - I F i � lil!.I
za :I 'I CH ' _'I' i
�� I llm— I '..lIITl1 l l!I1 0
H t 1 ill'• II -: II m
o -n10.9.1 1 I I ,1111' � 1
Z o
I
-g K d vii
E 'I
1 z
w/ 1 1'1 I !� 2
_ I h� 1�,j. 'III I ' A
I o
n /' 1 10 1 III' III i
K
I I' I N
,111, II czi
c \I , m
i
l I
m m•
73 N m GJ ._ I,;Z:; y Z
19 c ^I -, I I ,1 1 11 ill Ii- n !~I1
x n m A
Um Z -n I o m F A i iT rn I cn m . 11 II. 1 II I(I m f
zp M I' La III 1 A m
o m E 1 iLi III: I'I I-'
ap A I' 1 111 II r. I
ni
o z „11
2 _1
co
mA
D
A
RI 2
2
m
D _
m •
y
P:\09274\1.34-09274-10001\CED\ConceoIuci\EHC:01-ReOrdll-NCrIer-IntersecUon.dwq 05/03/2014 06:50
EXHIBIT B
2-4 NT g BONDS
Both the Faithful Performance Bond and the Labor and Materials Payment Bond shall each
be for not less than one hundred percent(100%)of the total contract amount. Bonds shall be
of the form attached to Section C and secured from a surety company duly authorized to
issue such bonds in the State of California and shall be subject to the approval and
acceptance of the City Council and City Attorney. The Labor and Materials Payment Bond
and the Faithful Performance Bond shall remain in force until one (1) year after the date of
recordation of the Notice of Completion.-
Additionally, the Contractor shall concurrently submit, with the bonds, a certified copy of the
most recent Certificate of Authority issued to the bonding company by the California
Insurance Commissioner.
•
4832-3080-2459.1 Exhibit B
1010563.1
•
•
EXHIBIT C
7-3 LIABILITY INSURANCE
Public Liability and Property Damages. Contractor shall take out and maintain during the life
insurance.contract,The amount nt of the commercial general automobile iability liability
annd automobile insurance shall not
be less than the following:
Single Ilmit coverage applying to bodily and personal injury liability and property damage:
$2.000.000.00.
The following insurer endorsements are required if not part of the policy:
1. The City of Tustin, Its elective and appointive boards, officers, agents and
employees named as additional insureds in the policy as to the work being
performed under the contract;
2. The coverage Is primary and no other Insurance carried by the City of Tustin will be
called upon to contribute to a loss under this coverage;
3. The policy covers blanket contractual liability;
4. The policy limits or liability are provided on an occurrence basis;
5. The policy covers broad form properly damage liability;
6. The policy covers personal Injury as well as bodily injury liability;
•
7. The policy covers explosion,collapse,and underground hazards;
8. The policy covers products and completed operations;
9. The policy covers use of non-owner automobiles;and
10. The coverage shall not be cancelled or terminated unless thirty (30) days written
notice Is given to the City of Tustin.
11. Insurers shall be authorized to do business in the State by the Department of
Insurance and shall meet the following qualifications:
A.M. Bests Key Rating of Grade A and Class VII (seven) (if an Admitted
Insurer),and Grade A-or better and Class X(ten)or better(if offered by a
Surplus Line Broker), is acceptable. Workers' compensation insurance
rated Grade B- or better and Class VII (seven)or better, or offered by the
State Compensation Fund,is acceptable.
12. The workers compensation and employer's liability insurance policies shall contain
a waiver of subrogation in favor of the City.
Contractor shall provide to the City within ten (10) working days after the date of notice of
award of the contract evidence of the aforementioned insurance with insurer endorsements,
which must meet the requirements of this Article. An Acord Certificate will be accepted solely
n.fl
as evidence of the name of the insurers and the amounts of insurance. Failure to comply
with these requirements will result In annulment of the award, forfeiture of the proposal
guarantee,and the City will pursue award to the next qualified responsive bidder. Contractor
is advised that insurance requirements are non-negotiable and City will not consider waiving
Insurance requirements. There are no exceptions.