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HomeMy WebLinkAboutPW Reimbursement Agreement; Third Street Rehabilitation Project (MMWD)MMWD Misc. Agreement — 5971 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND MARIN MUNICIPAL WATER DISTRICT FOR CONTRACT AND CONSTRUCTION MANAGEMENT OF THE THIRD STREET REHABILITATION PROJECT THIS REIMBURSEMENT AGREEMENT ("AGREEMENT") is made and entered into thiV. day o1AAWA4022, by and between the CITY OF SAN RAFAEL, hereinafter referred to as "CITY", andthe ARIN MUNICIPAL WATER DISTRICT, hereinafter referred to as "MMWD", both located in the State of California, collectively the "PARTIES"; For good and valuable consideration, the PARTIES agree as follows: SECTION 1: RECITALS. A. CITY plans to conduct corridor improvements along Third Street starting at Union Street and continuing to Second Street and along Second Street from Shaver Street to 4th Street, hereinafter the "ROADWAY PROJECT", B. As part of the ROADWAY PROJECT the CITY will resurface the roadway along this identified portion of Third Street. C. MMWD plans to replace and/or repair water supply facilities within the identified portion of Third Street, hereinafter the "PIPELINE PROJECT", in advance of the CITY's final roadway resurfacing associated with the ROADWAY PROJECT. D. For their mutual benefit, the PARTIES agreed to a Memorandum of Understanding on February 26, 2021 ("MOU"), which combined the PIPELINE PROJECT with the ROADWAY PROJECT resulting in a "JOINT PROJECT". E. The MOU provides that the CITY will manage the integration of design plans, Caltrans encroachment permit, and the bidding and the award of the JOINT PROJECT contract to the lowest responsive bidder, hereinafter referred to as "CONTRACTOR". F. CITY and MMWD wish to enter into this AGREEMENT to clarify the allocation of costs associated with the construction, management, and administration of the PIPELINE PROJECT. SECTION 2: PROJECT COORDINATION A. All notices and other communications required or permitted to be given under this AGREEMENT shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties named in this Section. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Reimbursement Agreement Between MMWD & City of San Rafael Page 1 To: MMWD Ben Horenstein To: CITY Bill Guerin MA -5971 General Manager Public Works Director Marin Municipal Water District City of San Rafael 220 Nellen Avenue 111 Morphew Street Corte Madera, CA 94925 San Rafael, CA 94901 B. MMWD. The General Manager shall be the representative of MMWD for all purposes under this AGREEMENT. Ben Horenstein is hereby designated as the Project Director for MMWD. MMWD's Project Director shall be responsible for all aspects of the progress and execution of this AGREEMENT on behalf of MMWD. C. CITY. The Public Works Director shall be the representative of CITY for all purposes under this AGREEMENT. Bill Guerin, the Public Works Director, is hereby designated as the Project Director for CITY. CITY's Project Director shall be responsible for all aspects of the progress and execution of this AGREEMENT on behalf of CITY. D. The Public Works Director is hereby declared to be the authorized CITY representative in administering this AGREEMENT. The MMWD General Manager is hereby declared to be the authorized MMWD representative in administering this AGREEMENT. Either Party may change its designated representative by providing written notice of the same to the other Party. SECTION 3: SCOPE OF AGREEMENT A. The PARTIES acknowledge and agree that the sole purpose of this AGREEMENT is to set forth the PARTIES' responsibilities regarding the construction, management, inspection, and administration of the PIPELINE PROJECT portion of the JOINT PROJECT and to set forth the amount that MMWD will reimburse the City for its costs associated with the construction, management, and administration of the PIPELINE PROJECT. B. The PARTIES agree that the services needed for the construction contracting, management, and administration of the PIPELINE PROJECT within the JOINT PROJECT include the tasks set forth below: 1. Public Bidding of the Joint Project 2. Construction management services of PIPELINE PROJECT; 3. Payment to CONTRACTOR for PIPELINE PROJECT; 4. Construction Inspection of PIPELINE PROJECT and Procurement of Pipeline Materials; and 5. Material testing services for the PIPELINE PROJECT, including, but not limited to, trench subgrade and backfill compaction and asphalt testing. C. The PARTIES agree and understand that as part of the JOINT PROJECT there are various best practices and mitigation measures that have associated costs, including, but not limited to, the preparation of a construction risk management plan and traffic management plan. Reimbursement AGREEMENT Between MMWD & City of San Rafael Page 2 SECTION 4: DUTIES OF CITY A. The CITY shall administer a public bid to construct the JOINT PROJECT with a separate bid item for the PIPELINE PROJECT, the plans and specifications for which are incorporated into CITY plans and specifications. Prior to including the PIPELINE PROJECT plans and specifications in the public bid, MMWD will review and provide any revisions to CITY for inclusion in the CITY plans and specifications. Prior to award and entering into a construction contract for the JOINT PROJECT, the CITY shall receive written authorization from MMWD of acceptance of the CONTRACTOR bid item or a portion of the CONTRACTOR'S bid item for the PIPELINE PROJECT. B. The CITY shall provide construction management for the JOINT PROJECT. CITY shall require CONTRACTOR to provide the CITY with Payment and Performance bonds for the ROADWAY PROJECT, all in accordance with the terms and conditions of the CITY contract. The CITY shall also require CONTRACTOR to provide MMWD with Payment, Performance, and Maintenance bonds for the PIPELINE PROJECT, all in accordance with the terms and conditions of the CITY contract, which shall be mutually agreed upon by the PARTIES, with the CONTRACTOR. C. CITY shall pay CONTRACTOR for the PIPELINE PROJECT in accordance with the unit bid prices and specifications approved by MMWD. No extra work on the PIPELINE PROJECT will be authorized by CITY or CONTRACTOR without prior written approval of MMWD. CONTRACTOR shall receive compensation for such MMWD approved extra work at the unit bid prices and in accordance with the specifications contained in the bid submitted by CONTRACTOR; insofar as such prices are applicable. Where existing contract bid items cannot be extended for payment of such MMWD approved extra work, a change order will be executed between CITY and CONTRACTOR only if such work and cost are authorized in advance by MMWD in writing. The request for approved extra work shall be sent to MMWD's Project Manager, Alex Anaya at aanayaamarinwater.org. D. CITY or its representative shall be responsible for communicating MMWD's decisions regarding PIPELINE PROJECT to CONTRACTOR and coordinating the execution and implementation of MMWD decisions with CONTRACTOR on the PIPELINE PROJECT. E. CITY shall require CONTRACTOR to name MMWD as an additional insured on all insurance required to be obtained, including but not limited to CONTRACTOR general liability and automobile policies, and shall require that CONTRACTOR indemnify MMWD to the same extent as CITY under the JOINT PROJECT contract. F. CITY shall be responsible for the Project Administration and Construction Management of the JOINT PROJECT and will contract with a construction management firm, referred to herein as CONSULTANT, to provide these services. These services shall include: general inspection (not including daily inspection by MMWD for PIPELINE work as set forth in section 5G below), progress payment preparation, change order preparation, schedule review, claims negotiation, meeting attendance, project reports, labor and wage compliance, utility coordination, project documentation, as -built plans (excluding redline as-builts of PIPELINE plan sheets prepared by MMWD inspectors), and overall project administration. Reimbursement AGREEMENT Between MMWD & City of San Rafael Page 3 MA -5971 G. CITY shall provide MMWD status updates and other Construction Management information needed to facilitate the construction of the PIPELINE PROJECT on a weekly or an "as needed" basis. H. CITY shall prepare and submit to MMWD invoices for CONTRACTOR costs associated with the PIPELINE PROJECT on a monthly basis. I. At the completion of the PIPELINE PROJECT, CITY shall prepare and submit invoice to MMWD for CONSULTANT costs associated with the construction management and administration of the PIPELINE PROJECT. SECTION 5: DUTIES OF MMWD A. MMWD shall reimburse CITY for the PIPELINE PROJECT construction costs in accordance with the unit bid prices and specifications authorized in writing by MMWD. MMWD shall also reimburse CITY for any extra or changed work authorized by advanced written notice from MMWD's Project Manager, Alex Anaya. MMWD shall review CITY progress payment estimates and provide CITY written notice approving or disapproving each progress payment estimate related to the PIPELINE PROJECT within 14 calendar days of MMWD receiving each progress payment estimate from CITY. MMWD will remit payment to CITY within 21 calendar days following its approval of a PIPELINE PROJECT progress payment. B. MMWD shall review CONTRACTOR change orders for extra work on the PIPELINE PROJECT and provide CITY a written notice of approval or disapproval of extra work within three (3) days of receiving each request. MMWD shall be responsible for CONTRACTOR claims arising from MMWD failure to timely approve or disapprove CONTRACTOR change orders for extra work. MMWD shall be responsible for delays to the JOINT PROJECT which are a direct result of unavoidable delays in the work prosecution or completion of the PIPELINE PROJECT. Unavoidable delays in the work prosecution or completion shall mean all delays resulting from causes beyond the CONTRACTOR'S control which they could not reasonably have anticipated and mitigated or avoided by the exercise of care, prudence, foresight, and diligence and which actually and necessarily cause a delay in the completion of the whole work. Any delay which results from MMWD changes in the amount of work to be done, the quantity of material to be furnished, or the schedule of other forces working concurrently for MMWD, shall be the responsibility of MMWD. Any delay caused by MMWD's or another PIPELINE PROJECT -related utility's failure to provide for removal or relocation of existing main or trunkline utility facilities located on the construction site which are not identified with reasonable accuracy in the contract document, will be defined as right-of-way delays and will be paid for as outlined below. Right-of-way delays will be considered unavoidable, and the responsibility of MMWD, to the extent that they actually and necessarily delay the CONTRACTOR'S completion of the whole work on the PIPELINE PROJECT. Unavoidable delays do not include delays caused directly or indirectly by the default, delay, or other breach of the CONTRACTOR or any subcontractor of CONTRACTOR. Delays due to adverse weather conditions will be regarded as unavoidable only to the extent that they actually Reimbursement AGREEMENT Between MMWD & City of San Rafael Page 4 MA -5971 and necessarily cause a delay in completion of the whole work and to the extent that such condition could not reasonably have been anticipated and mitigated or avoided by the exercise of care, prudence, foresight, and diligence of the CONTRACTOR. C. In order to bear all costs associated with and arising from construction management and administration of the PIPELINE PROJECT within the JOINT PROJECT, MMWD shall reimburse CITY for 16.6% of all construction management CONSULTANT costs associated with the JOINT PROJECT. CITY shall prepare and submit an invoice for CONSULTANT costs at the completion of the PIPELINE PROJECT, which shall be paid within 30 calendar days of receipt by MMWD. Said reimbursement ratio of 16.6% was calculated based on the following estimate: $3,025,275 PIPELINE PROJECT IMPROVEMENTS = 16.6% $18,248,707.54 JOINT PROJECT IMPROVEMENTS MMWD shall reimburse CITY for CONSULTANT construction management and administration fees in the amount of $155,757 at the completion of the PIPELINE PROJECT based upon the following calculation: The CONSULTANT Construction Management fee is $938,300 (excluding materials testing). 16.6% x $938,300 = $155,757. D. PARTIES agree to work cooperatively to renegotiate cost sharing of CONSULTANT fees for construction management and administration should there be a change in these fees or scope of the PIPELINE PROJECT. E. MMWD shall reimburse CITY for 16.6% of all costs associated with and arising from Water Pollution Control and the Project Schedule of the PIPELINE PROJECT within the JOINT PROJECT. CITY shall prepare and submit an invoice for these construction costs at the completion of the PIPELINE PROJECT, which shall be paid within 30 calendar days of receipt by MMWD. F. MMWD shall reimburse CITY for administration and trench cost savings from restoring the pavement using a straight trench versus the standard t -cut trench section described in the Marin County Uniform Construction Standards 2018 for the pipeline installed within the CITY'S ROADWAY PROJECT limit. MMWD and CITY have agreed on an amount of $3.82 per square foot of trench within pavement restoration area, which is a total of $159,570.95. CITY shall prepare and submit an invoice for this amount at the completion of the PIPELINE PROJECT, which shall be paid within 30 calendar days of receipt by MMWD. All surface restoration for other PIPELINE PROJECT work outside the ROADWAY PROJECT boundaries shall be restored per the Marin County Uniform Construction Standards 2018 upon installation of the pipeline and restoration of the roadway pavement. G. MMWD shall provide inspection services, at MMWD'S cost, for all construction of the PIPELINE PROJECT. MMWD shall review and approve all submittals required by the PIPELINE PROJECT specifications within 10 calendar days of receipt by MMWD. Reimbursement AGREEMENT Between MMWD & City of San Rafael Page 5 MA -5971 H. MMWD shall provide the water distribution system pipe materials for the PIPELINE PROJECT and materials testing services for the PIPELINE PROJECT, including, but not limited to materials testing of the trench subgrade, backfill, and asphalt compaction used for trench restoration, but excepting 14 -steel casing and 8 -inch fusible PVC pipe to be furnished by CONTRACTOR. Materials testing services shall be paid for by MMWD. MMWD shall provide all materials testing results to CONSULTANT within twenty-four (24) hours of receiving them. Water distribution system pipe backfill material including but not limited to, sand, class 2 aggregate base, control density fill and hot mix asphalt and 14 -inch steel casing pipe and 8 -inch fusible PVC pipe shall be furnished by the CONTRACTOR and shall be paid per the MMWD Bid Item price for said items. SECTION 6: PARTNERING A. The PARTIES agree to participate in the Formal Collaborative Partnering Process described below with the project CONTRACTOR. B. Formal Collaborative Partnering for this project will start within 30 days of the issuance of the Notice to Proceed to CONTRACTOR and will include the following: a. CITY and CONTRACTOR will contract with an IPI Certified Independent Professional Neutral Partnering Facilitator; b. A "Partnering Charter" containing the joint development of goals will be developed collaboratively between the CITY, MMWD, SRSD, and the CONTRACTOR; c. A periodic, joint evaluation of the Partnering process; d. Executive Level, Core Team, and Stakeholder Partnering; e. A Partnering Follow-up Plan to resolve potential problems at the lowest possible level; and f. A Training Plan for development of partnering skills. C. Participation in the formal partnering process will not void any portion of the contract. All rights and remedies set forth in the final contract will be preserved. SECTION 7: MISCELLANEOUS TERMS A. Term of AGREEMENT: This AGREEMENT shall terminate upon MMWD acceptance of the completed PIPELINE PROJECT, provided that MMWD reimbursement and CITY and MMWD indemnification duties shall continue following the end of such term. B. Termination: This AGREEMENT may be terminated, without cause, by either Party, upon thirty (30) calendar days advance written notice to the other Party following CITY rejection of bids as provided herein, and may be terminated, with cause, by either Party, upon thirty (30) calendar days advance written notice to the other Party following the Reimbursement AGREEMENT Between MMWD & City of San Rafael Page 6 MA -5971 notified Party's failure to cure or correct the cause of termination notice, within thirty (30) calendar days receipt of that notice. C. Amendment and Merger: This AGREEMENT contains all the terms and conditions made between the PARTIES to this AGREEMENT and may only be modified by written AGREEMENT signed by all the PARTIES to this AGREEMENT or their respective successors -in -interest. This writing is intended both as a final expression of the AGREEMENT between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of this AGREEMENT. No modification of this AGREEMENT shall be effective unless and until such modification is evidenced by a writing signed by both PARTIES. D. Agreement Binding; The terms and provisions of this AGREEMENT shall extend to and be binding upon and inure to the benefit of the heirs, executors, and administrators or to any approved successor, as well as to any assignee or legal successor to any PARTIES to this AGREEMENT. Any terms of this AGREEMENT that by their nature extend beyond the term (or termination) of this AGREEMENT shall remain in effect until fulfilled and shall apply to both PARTIES' respective successors and assigns. E. Cooperation: The PARTIES pledge cooperation during the term of this AGREEMENT. F. No Third -Party Beneficiaries: Nothing contained in this AGREEMENT shall be construed to create, and the PARTIES do not intend to create, any rights in third parties. G. Severability: If any term, covenant or condition of this AGREEMENT or the application thereof to any person or circumstance is determined to be invalid or unenforceable, the remainder of this AGREEMENT or the application of such term, covenants or conditions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant and condition of this AGREEMENT shall be valid and be enforced to the fullest extent permitted by law. H. No Waiver: The waiver by either of the PARTIES of any default under this AGREEMENT shall not operate as a waiver of any subsequent breach of the same or any other provision of this AGREEMENT. I. Time is of the Essence: Time is of the essence with respect to the performance of every provision of this AGREEMENT for which time or performance is a factor. PARTIES agree to adhere to all deadlines stated in the approved project specifications. J. Mediation: Any dispute or claim in law or equity between the County and MMWD arising out of this AGREEMENT, if not resolved by informal negotiation between the PARTIES, shall be mediated. The mediation process shall continue until the case is resolved or until such time as the mediator makes a finding that there is no possibility of resolution. If mediation is unsuccessful, the PARTIES may avail themselves of any other remedies. K. Applicable Law: This AGREEMENT shall be construed and enforced in accordance with the laws of the State of California. Reimbursement AGREEMENT Between MMWD & City of San Rafael Page 7 MA -5971 L. No Presumption Regarding Drafter: The PARTIES acknowledge and agree that the terms and provisions of this AGREEMENT have been negotiated and discussed between the PARTIES and their attorneys, and this AGREEMENT reflects their mutual AGREEMENT regarding the same. Because of the nature of the negotiations, and discussions it would be inappropriate to deem any Party to be the drafter of this AGREEMENT. Therefore, no presumption for or against validity, or as to any interpretation hereof, based upon the identity of the drafter, shall be applicable in interpreting or enforcing this AGREEMENT. M. Assistance of Counsel: Each Party to this AGREEMENT warrants as follows: a. That each Party had the assistance of counsel in the negotiation for, and the execution of, this AGREEMENT and all related documents; and b. That each Party has lawfully authorized the execution of this AGREEMENT. N. Section Headings: The section headings contained in this AGREEMENT are for convenience and identification only and shall not be deemed to limit or define the contents of the sections to which they relate. O. Countervarts and Electronic Signatures: This AGREEMENT may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT by their duly authorized officers as of the day and year first above written. CITY OF SAN FAEL J -J Jim Schutz, City Manager ATTEST: By: X ' Lindsay Lara, City Clerk APPROVED AS TO FORM: By: r Robert Epstein, City Attorney MARI MUNICIPAL ATER DISTRICT General Manager ATTEST: By:4k�A-�t Board Secretary APPROVED AS TO FORM: By: General Counsel Reimbursement AGREEMENT Between MMWD & City of San Rafael Page 8 INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Ashley Dohrmann (for April) Extension: 3352 Contractor Name: MMWD Contractor's Contact: Alexa Anaya Contact's Email: aanaya@marinwater.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 1/25/2022 Attorney c/o Laraine.Gittens@cityofsanrafael.org ©AD 2 City Attorney a. Review, revise, and comment on draft agreement 1/31/2022 ❑x LG and return to Project Manager 1/31/2022 ❑X LG b. Confirm insurance requirements, create Job on (N/A) PINS, send PINS insurance notice to contractor _ 3 Department Director Approval of final agreement form to send to ❑X BG T 2/2/2022 _ contractor �4 Project Manager Forward three (3) originals of final agreement to 2/2/2022 _ contractor for their signature 5 Project Manager When necessary, contra ctor-si ned agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Or 2/7/2022 Z Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form / Z ! 2022 AD 7 City Attorney City Attorney Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) 2—JI 2.Z 8 9 City Manager/ Mayor Agreement executed by City Council authorized official10 —City Clerk Attest signatures, retains original agreement andIRV forwards copies to Project Manager DA1MXP;;-