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HomeMy WebLinkAbout2017-12-05; City Council; ; Adopt a Resolution approving Amendment No. 1 to the Agreement between the City of Vista and the City of Carlsbad for construction of the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VC11 - VC15the progress of the Project. These delays included: soil contamination that required special handling, work plan delays with North County Transit District (NCTD) because the Project had significant portions located within NCTD right-of-way, and environmental mitigation delays due to the sensitive pump station location. This resulted in a change order to the Agreement with the contractor, Pulice Construction, in the amount of $850,000 and an amendment to the city's Construction Management Agreement with Arcadis U.S., in the amount of $861,400. The change order was approved by the city manager on Sept. 1, 2017, and the City Council approved Resolution No. 2017-178, amending the Arcadis Agreement on Sept. 12, 2017. In accordance with Section 5 of the Agreement, Carlsbad is responsible for its share of the change order cost, which is $262,650 (30.9 percent) and $301,490 (35 percent) of the Amendment to Arcadis. Additionally, Vista is required to pay Carlsbad an additional 5 percent markup on the Arcadis services as compensation for Carlsbad's administration of the Project, which is a maximum of $43,070 as defined in the Amendment. The Amendment to the Agreement increases the upper budget limit for Vista's cost share, which will allow the City of Vista to make timely reimbursement payments to the City of Carlsbad throughout the remainder of the Project. Carlsbad has fully funded the entire Project, plus contingency, through sewer replacement funds already appropriated to the Project through the Capital Improvement Program. As such, no additional funds are being requested at this time. Fiscal Analysis The upper budget limit in the Agreement between the cities of Vista and Carlsbad needs to be increased by $1,754,470 to facilitate the reimbursement of Vista's share of Project costs. Project funding has already been appropriated as part of the change order process approved by the City Council on Sept. 1 and Sept. 12, 2017. A summary of the existing and proposed Agreement budget are shown in the table below: AGREEMENT BETWEEN THE CITY OF VISTA AND THE CITY OF CARLSBAD FOR CPNSTRUCTION OF THE AGUA HEDIONDA SEWER LIFT STATION AND VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES VC11-VC15, PROJECT NOS. 3492, 3886, AND 3949 EXISTING BUDGET IN AGREEMENT $56,702,500 AMENDMENT NO. 1 Pulice Construction Change Order $850,000 Arcadis U.S. Change Order $861,400 Carlsbad Administration Compensation $43,070 TOTAL FOR AMENDMENT NO. 1 $1,754,470 PROPOSED BUDGET IN AGREEMENT $58,456,970 December 5, 2017 Item #4 Page 2 of 30 Next Steps Construction on the Project will continue and is expected to be complete by Spring 2018. Environmental Evaluation (CEQA) A Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) were prepared for the Agua Hedionda Sewer Lift Station, Force Main and Gravity Sewer Replacement Project (PDP 00-02(()/SP 144(L)/RP 10-26/CDP 10-17 /HDP 10-05/SUP 10-02/HMP 10-03). The MND was adopted by the City Council on Dec. 6, 2011, in compliance with the California Environmental Quality Act (CEQA) Guidelines Section 15074. Public Notification This item was noticed in accordance with the Ralph M. Brown Act and was available for public viewing and review at least 72 hours prior to the scheduled meeting date. Exhibits 1. Resolution approving Amendment No. 1 to the Agreement between the City of Vista and the City of Carlsbad for construction of the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VCll -VClS, Project Nos. 3492, 3886 and 3949. 2. Location Map. December 5, 2017 Item #4 Page 3 of 30 RESOLUTION NO. 2017-223 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF VISTA AND THE CITY OF CARLSBAD FOR CONSTRUCTION OF THE AGUA HEDIONDA SEWER LIFT STATION AND VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES VCll -VC15, PROJECT NOS. 3492, 3886, AND 3949. WHEREAS, on Feb. 10, 2015, City Council approved an Agreement with the City of Vista (Agreement) for funding of construction phase services for the Agua Hedionda Sewer Lift Station and the Vista/Carlsbad Interceptor Sewer Reaches VC11B -VC15, Project Nos. 3492, 3886, and 3949, (Project) by adoption of Resolution No. 2015-039; and WHEREAS, the City of Carlsbad and the City of Vista desire to enter into Amendment No. 1 to the Agreement, expanding the revised scope of services for additional construction, construction management, and inspection services related to unforeseen conditions and schedule delays; and WHEREAS, the unforeseen conditions and delays resulted in a change order to the contractor in the amount of $850,000 which was approved by the city manager on Sept. 1, 2017, which cost will be encumbered by the City of Carlsbad and partially reimbursed by the City of Vista under the Agreement, with the City of Carlsbad responsible for 30.9 percent ($262,650); and WHEREAS, City Council approved Resolution No. 2017-178 on Sept. 12, 2017, which amended the Arcadis Agreement for additional construction management services in the amount of $861,400, of which the City of Carlsbad is responsible for 35 percent ($301,490) under the Agreement, and on which the City of Vista is required to pay a 5 percent ($43,070) markup for Carlsbad's administration services; and WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the best interest of the city to execute Amendment No. 1 to the Agreement between the City of Carlsbad and the City of Vista to increase the upper budget limit for Vista's cost share, to ensure timely reimbursement payments. December 5, 2017 Item #4 Page 4 of 30 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the mayor ofthe City of Carlsbad is authorized and directed to execute Amendment No. 1 to the Agreement between the City of Carlsbad and the City of Vista for construction of the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VCll -VClS, which is attached hereto as Attachment A. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the ,2_1b. day of December, 2017, by the following vote, to wit: AYES: NOES: ABSENT: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard. None. None. (SEAL) December 5, 2017 Item #4 Page 5 of 30 FIRST AMENDMENT TO THE PROJECT AGREEMENT BETWEEN THE CITY OF VISTA AND THE CITY OF CARLSBAD FOR CONSTRUCTION OF THE AGUA HEDIONDA SEWER LIFT STATION AND VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES VC11 -VC15 THIS FIRST AMENDMENT ("First Amendment") to the Project Agreement between the City of Vista and the City of Carlsbad, dated February 10, 2015 ("Project Agreement"), is made and entered into as of pece\"f\'Qey: e, .::W l J ("First Amendment Date"), by and between the City of Vista, a chartered municipal 6orporation ("Vista"), and the City of Carlsbad, a chartered municipal corporation ("Carlsbad"). Recitals: Vista and Carlsbad now desire to enter into a First Amendment to the Project Agreement by modifying the terms of the Project Agreement. 1. Carlsbad previously entered into an agreement with Arcadis U.S. Incorporated ("Arcadis") to provide construction management and inspection services and Pulice Construction ("Pulice") to construct the Project. 2. Additional funding in the amount of $1,754,470 is necessary to address unforeseen issues and delays to complete the Project. 3. Vista and Carlsbad desire to enter into a First Amendment to the Project Agreement by modifying the terms of the Project Agreement to reflect a $1,754,470 increase in the Construction Management and Construction Costs. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Vista and Carlsbad agree as follows: 1. The Project Agreement is amended to account for the additional construction management and inspection services described in the Third Amendment to the Arcadis agreement dated September 13, 2017 (Exhibit A-1 ). 2. The Project Agreement is amended to account for the additional construction services described in the Pulice Contract Change Order No. 11 dated August 22, 2017 (Exhibit A-2). 3. The Project Budget is increased by $1,754,470 to $58,456,970, to account for the expanded scope of services described herein. 4. Exhibit B, Project Budget & Cost Allocation, is amended to read as Exhibit B, attached, to reflect the revised allocation of the revised Project Budget between the Parties. [Continued on page 2.] 00053642 4 December 5, 2017 Item #4 Page 6 of 30 5. All other conditions of the Contract shall continue in full force and effect. IN WITNESS WHEREOF, the parties have executed and entered into this First Amendment as of the First Amendment Date. CITY OF VISTA, a chartered municipal corporation ...... By: ~ JUDRTER, MAYOR ATTEST: KATHY VALDEZ, CITY CLERK By~\~ APPROVED AS TO FORM: DAROLD PIEPER, CITY ATTORNEY By:~P/4~ RISK MANAGEMENT REVIEW: OOLO:r:A~AGER By:__,_~--1--J'------------ APPROVED Darold Pieper 20170927153422 00053642 4 2 CITY OF CARLSBAD, a chartered municipal corporatio~ By 11t~A~ APPROVED AS TO FORM: CELIA A. BREWER, CITY ATTORNEY By: December 5, 2017 Item #4 Page 7 of 30 EXHIBIT A-1 December 5, 2017 Item #4 Page 8 of 30 EXHIBIT "A" SCOPE OF WORK AND TECHNICAL APPROACH Vista/Carlsbad Interceptor Sewer and Agua Hedionda Lift Station Replacement Project UTIL1139 Construction Management and Inspection Services (CIP Nos. 3886, 3492 and 3949) Task 100 -Project Management Under this task ARCADJS will continue to provide overall project management, including budget and schedule control, sub-consultant management, project documentation, progress meetings and quality assurance/quality control as defined by the following sub-tasks. Task 1. 1. 1 -Track Project Progress and Schedule Under this sub-task ARCADIS will continue to provide internal "project management" (PM) computer based budget ar:id labor effort tracking system, and will submit monthly invoices to the City in accordance with the City's requirements. The monthly invoices will identify the following "task-by-task'' information. • Budget Amount • Amount Previously Billed • Current Invoice Amount • Amount Billed to Date o Amount Remaining • % Budget Expended to Date • % Work Completed to Date Task 1.1.2 -Sub Consultant Management Under this sub-task ARCADIS will continue to develop and execute agreements with our sub-consultants, will continue to process sub-consultant invoices, and will continue to help coordinate sub-consultant efforts associated with the Construction Management and Inspections Services. Task 1 .1 .3 -Project Management Documentation Under this sub-task ARCADIS will continue to utilize our electronic and "hard copy" document filing system for overall project management efforts under task 100, will maintain project documents and will distribute project documents to internal and external project team members as deemed appropriate by our Contract Manager, our Construction Manager, and the City's Project Manager. Page 72 December 5, 2017 Item #4 Page 11 of 30 UTIL 11 39 Task 1.1.4 -Progress Meetings Under this task ARCADIS will continue to coordinate with the City and will actively participate in monthly progress meetings that will be conducted with the City by our Contract Manager and Construction Manager. These meetings will focus on review of project status and budgets and will be independent of weekly constructioi:i progress meetings to be conducted with the City and the Construction Contractor by our Construction Manager under Task 300. Task 1.1. 5 -Quality Assurance/Quality Control Under this task ARCADIS will continue to engage and consult with our Quality Consultant on an "as-needed" basis during construction to help mitigate and resolve construction issues as they arise. Task 300 -Construction .Phase Services Under this . task ARCAD.IS will continue to provide construction management, resident engineering and inspection services as define in the following sub-tasks. · Task 3.1.2 -Construction Management Documentation Under this sub-task ARCADIS will continue our electronic and "hard copy" document filing system for our construction management efforts under task 300; will continue to maintain project documents and will distribute project documents to internal and external project team members as deemed appropriate by our Construction Manager and the City's Project Manager. Our Construction Manager and Resident Engineer will maintain field memoranda, transmittals, updated schedules, logs of shop drawings and other submittals, Jogs of requests for information, change orders, progress payment requests, progress meeting reports, daily inspection reports, dates of utility service interruptions, and all other project correspondence. Our Construction M,anager will prepare three copies of the monthly progress report and submit them to the City's Project Manager. This progress report will include the following elements: Summary of the prior month's main accomplishments and current construction activities. Overall contractor's conformance to contract schedule and quality requirements Identification of key problems, action items and issues and will include recommendation for solutions. Summary of progress payments, change orders, disputes, submittals, RFls and Notices of Noncompliance. Photographs of representative project activities. Web-Based Data Management System The project documents require the Contractor to provide and manage a web- based document control system capable of sending, receiving, retrieving and Page 73 December 5, 2017 Item #4 Page 12 of 30 UTIL1139 responding to Contractor submittals, RFls, RFDs, cha nge orders, etc; and tracking documents, their pertinent information and their status at any time, as well as their relationship to other project documents. The Construction Management team will continue to manage an independent web-based document control system. Task 3.1.3 -Photo Documentation Our Construction Manager and pipeline Resident Engineer will continue to take and develop construction documentation photographs on a regular basis and maintain a digital photographic library of all significant construction activities, providing unique file names for photos including date and location information. The Construction Manager will take additional photographs to document differing site conditions, change order and claim items, and any special or unique conditions as they arise. Task 3.1.4 -Construction Progress Meetings Construction progress meetings will continue to be conducted as required per the Contract Documents. Our Construction Manager and other team members, as appropriate will participate in progress meetings. These meeting will be coordinated and chaired by our Construction Manager who will prepare and issue meeting agendas and meeting minutes for all progress meetings and special meetings/workshops with the Construction Contractor. Task 3.1 .5 -Critical Path Method Schedule Reviews Under th is sub-task our Construction Manager will continue to review and comment on the Contractor's baseline CPM schedule for compliance with the contract requirements relative to overall schedule, interim milestones, phasing of construction and coordination of tie-in and shut down activities. Subsequent to review and approval of the baseline schedule, the Construction Manager will continue to review and comment on the Contractor's monthly CPM schedule updates. Task 3.1.6 -Shop Drawings and Submittal Reviews Under this sub-task ARCADIS will continue to receive, log, distribute, monitor and track shop drawings and submittals made by the Construction Contractor, and coordinate the review of shop drawings and submittals with the City and the Design Engineer where appropriate. ARCADIS will review all subrnittals for completeness and general compliance with the requirements of the Contract Documents prior to forwarding the submittals to the Design Engineer. ARCADIS will continue to receive, log, distribute and track all project submittals and responses; review and respond to our assigned project submittals; and coordinate reviews for all project submittals assigned to the Design Engineer. Task 3.1.7 -Plans and Specifications Interpretation Under this sub-task ARCAD!S will continue to receive, log, distribute, monitor and track Page 74 December 5, 2017 Item #4 Page 13 of 30 UTIL 1139 all RFls submitted by the Construction Contractor. ARCADIS will coordinate, as needed, with the Design Team for interpretation of the Contract Documents where appropriate and will respond to all RF ls in a timely manner and within a time frame to be specified in the Contract Documents. ARCADIS will continue to review and process RF ls that do not, in our opinion, alter the design intent; and will coordinate with the Design Engineer for responding to all RFl's that might alter the design intent. Task 3.1.8 -Construction Inspection Services and Materials resting Under this sub-task ARCADIS will continue to provide full time construction inspection over the course of the project; will coordinate materials testing required of the Construction Contractor; and will provide inspections and testing services not required of the Construction Contractor but required to confirm compliance with the requirements of the Contract Documents. Factory, Performance and Acceptance testing will be provided by the Design engineer. Task 3.1 .9 -Progress Payments Approximately five days prior to the submittal of the payment application our Resid ent Engineer will walk the project with the contractor's fie ld personnel and agree on a percent complete of the work. The Construction Manager will ensure during the initial schedule cost loading that the construction activities are fairly spread throughout the project and not allow front end loading. Payments on material arriving early on the project will be allowed to be billed with proper invoice backup from the manufacturer or supplier. Once the payment application percent complete is approved, our Construction Manager will request that the contractor complete the payment application with required backup and will review it with the City for ;::ipproval. Our Construction Manager will discuss prerequisites to a complete payment application with the City prior to the start of the project. Page 75 December 5, 2017 Item #4 Page 14 of 30 UTIL1139 These prerequisites could include: Monthly Schedule Update with Current Status Material Invoices for Material on Hand but Not Installed Off Site Billed Material with Bill of Sale to Contractor and Proper Insurance for Stored Location Updated As-Built Documentation Up To Date SWPPP Documentation Up To Date Regulatory Reports Task 3.2.1 -Contractor Claims and Change Orders Under this sub-task our Construction Manager will continue to: Identify, prepare, log and monitor all contractor or City initiated claims, cha_nges, extra work and change orders. Negotiate all claims to an agreed contract/consultant/City conclusion. Submit change orders to the City for approval. Prepare a report providing statement of claim, extra work or change; background leading to issue; resolution alternatives; and resolution recommendation for action by the City. Prepare written justification and cost estimates for each change order and negotiate costs with the contractor. Review claims, extra · work and change orders that require design modifications or clarifications, including revisions to drawings, details and specifications. Resolve claims, extra work and change orders for changes to the work and obtain City approval. All Change Orders affecting or changing the design intent will be coordinated with the Design Engineer. The Design Engineer will provide input to Construction Manager prior to Construction Manager responding to Potential Change Order (PCO's) or Change Order Requests (COR's). Processing a Disputed Change Order Prior to processing a disputed change order our Construction Manager will exhaust all reasonable remedies for resolving the dispute with the Contractor. ARCADIS' recommended change order review and negotiation best management practices are outlined below and the path we would follow prior to processing a disputed change. Page 76 December 5, 2017 Item #4 Page 15 of 30 UTIL1 139 Prompt Resolution of Changes in the Field Critical to Cost Management is the prompt resolution of cost and schedule issues in the field. The most detailed knowledge of an issue resides in the field with the Contractor's personnel and the City's construction representative. We believe that it is best handled in the field and that providing qualified personnel in the field, ARCADIS will be able to resolve most issues in the field. When or if it does become necessary to elevate issues to a higher executive level, ARCADIS will ensure that all viable options for field resolution have been exhausted. Use Established Cost Manuals For most projects, we recommend requmng an established estimating guide such as MEANS within the Contract Documents to establish labor productivity rates so that factor in negotiations is taken off the table. Utilize Time and Material Procedures Particularly for items of indefinite quant'1ty where a Contractor will want to price in contingency on a lump sum proposal, it may be more effective to utilize the time and material procedures outline in the General Conditions to resolve the disputed item. This may be a means to resolve a dispute when merit for change is acknowledged. Meet and Confer If after field personnel have met at least a couple of times on the issue and both parties have done their due diligence to establish their factual position (independent cost esti mates, material supplier quotes, etc.), the issue would need to be elevated to the executive management of the Contractor, ARCADIS and the City. A formal Meet and Confer conference would be established on site to discuss the issue. Task 3.2.6 -Public Relations and Traffic Under this sub-task ARCADIS will coordinate with the public and with the Contractor to inform the public construction activities that will impact the community. Page 77 December 5, 2017 Item #4 Page 16 of 30 EXHIBIT A-2 CITY OF CARLSBAD CONTRACT CHANGE ORDER NO. 11 PROJECT: #PWS13-40UTIL Agua Hedionda Sewer Lift Station, Vista/Carlsbad Interceptor Sewer Reaches VC 11B-VC15, and Recycled Water Line Project CONTRACT NOs. 338861 , 34921, 39491, 60011, 50271 P.O. NOs. P130569 & P130570 ACCOUNT NOs. 1388619066, /349219066, /394919066, /600119066, /502719066 CONTRACTOR: Pulice Construction ADDRESS: 2033 West Mountain View Road Phoenix, AZ 85021 The Contractor is directed to make the following changes as described herein. Changes shall include all labor, materials, equipment, and all other goods and services required to implement these changes. Payment stated on this change order includes all charges , direct or indirect, arising out of this additional work including charges for field overhead, extended home office overhead, delays, disruptions, cumulative impacts, acceleration, loss of efficiency, standby time, extended equipment costs and overtime premium costs and is expressly agreed between the City and the Contractor to be the complete and final costs hereof. The requirements of the specifications, where pertinent and not in conflict with this change order, shall apply to these changes. This change order is not effective unless signed by the City Manager and/or the Mayor or his/her designee. Pursuant to Section 3 of the General Provisions of this contract, perform the following: Item 1: Full and Final Settlement for all Project Claims to Date. The subject item furnishes "full" and "final" compensation and time extensions for any, and all project 'claims to date; excepting those items specifically identified within Attachment "A" to this change order. Execution of this change order shall result in the Contractor's full release of all prior "reservations" and "claims". Execution of this change order shall not modify, revise or waive any provision contained within the executed contract between Pulice and the city of Carlsbad, including and not limited to provisions associated with requirements for the submittal of written time impact analyses, and provisions associated with payment for delay. Payment shall be made pursuant to Section 3-2.4 of the General Provisions at the agreed price stated herein. [Schedule "A" (Project #3886), Schedule "B" (Project #3492), Schedule "C" (Project #3949), Schedule "D" (Project #5027)]. Increase to contract cost. ................................................................ $850,000.00 December 5, 2017 Item #4 Page 18 of 30 Project: #PWS13-40UTIL Change Order No. 11 TOTAL INCREASE TO CONTRACT COST .................................................. $850,000.00 TIME FOR COMPLETION OF ALL WORK UNDER THIS CONTRACT SHALL BE INCREASED BY ONE HUNDRED AND THIRTY (130} WORKING DAYS AS A RESULT OF THIS CHANGE ORDER. RECOMMENDED BY: APPROVED BY: CONSTRUCTION MANAGER (DATE) CONTRACTOR (DATE) ENGINEERING MANAGER (DATE) CITY MANAGER/ MAYOR (DATE) DEPARTMENT HEAD (DATE) FINANCE DIRECTOR (DATE) DISTRIBUTION: INSPECTION FILE (ORIGINAL), PURCHASING, CONTRACTOR, DEPUTY DIRECTOR DESIGN December 5, 2017 Item #4 Page 19 of 30 EXHIBIT B PROJECT BUDGET & COST ALLOCATION OWNERSHIP PRE-CONSTRUCTION COSTS CONSTRUCTION MANAGEMENT CM) COSTS PROJECT SECTIONS Carlsbad Vista Estimated Total Vista Carlsbad Estimated Vista Carlsbad Percentage Percentage Pre-Construction Share Share CM Share Share Phase Reach VC11B 30.9% 69.1% $750,000 $518,250 $231 ,750 $860,000 $594,260 $265,740 Reach VC12 & 13 30.9% 69.1% $2,900,000 $2,003,900 $896,100 $3,439,730 $2,376,853 $1,062,877 Reach VC14-15 43.9% 56.1% $1,900,000 $1,065,900 $834,100 $2,131,670 $1,195,867 $935,803 TOTAL $5,550,000 $3,588,QSQ 1 $1,961,950 $6,431,400 $4,166,980 $2,264,420 OWNERSHIP CONSTRUCTION COSTS PROJECT SECTIONS Carlsbad Vista Estimated Contingency SoCal Gas+ Estimated Vista Carlsbad Lift Station SDGE Total Percentage Percentage Construction Budget (8%) Construction Construction Share Share Reach VC11B 30.9% 69.1% $4,060,000 $324,800 $2,900,000 $7,284,800 $5,033,797 $2,251,003 Reach VC12 & 13 30.9% 69.1% $22,180,000 $1,706,400 $0 $23,886,400 $16,505,502 $7,380,898 Reach VC14-15 43.9% 56.1% $14,160,000 $1,132,800 $0 $15,292,800 $8,579,261 $6,713,539 TOTAL $40,400,000 $3,164,000 $2,900,000 $46,464,000 $30,118,560 $16,345,440 SUMMARY SECTION 4 VISTA PAYMENT Cost Type Vista Share Carlsbad Share Cost Type Amount Preconstruction $3,588,050 $1,961,950 Unpaid Design $455,740 Construction $30,118,560 $16,345,440 5% of CM $180,353.50 Construction Management $4,166,980 $2,264,420 5% of Construction $1,476,560.50 Pavement Credit ($310,000) $0 TOTAL $2,112,654.00 5% CM Mark Up $321,570 $0 TOTAL PROJECT $37,885,160 $20,571,810 December 5, 2017 Item #4 Page 23 of 30 PROJECT AGREEMENT FOR CONSTRUCTION OF THE AGUA HEDIONDA SEWER LIFT STATION AND VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES VCl 1 B-VCIS THIS AGREEMENT for the Construction of the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VC 11 B -VC 15 ("Agreement") is made and entered into as of the 10th day of February , 20~, by and between the City of Vista, a charter city ("Vista"), and the City of Carlsbad, a charter city ("Carlsbad"), collectively, ("the Parties"). RECITALS WHEREAS, on February 26, 2002, the Parties entered into an agreement for the ownership, operation and maintenance of the Vista/Carlsbad Interceptor Sewer ("Ownership Agreement"), the terms of which are incorporated herein by this reference; and WHEREAS, on June I I, 2013, the Parties amended the Ownership Agreement and developed the Amended and Restated Agreement for ownership, operation, and maintenance of the Vista/Carlsbad Interceptor Sewer; and WHEREAS, on May 20, 2014, the Parties executed the first amendment and agreed to extend the term of the Amended and Restated Ownership Agreement; and WHEREAS, the existing Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer was built in the early 1960's and does not have adequate capacity to convey the sewage flows projected for this basin; and WHEREAS, the Sewer Master Plans for the Parties includes a recommendation that the Agua Hedionda Sewer Lift Station and reaches VC 118-VC 15 of the Vista/Carlsbad Interceptor Sewer be replaced with larger pipes and pumps to increase the capacity necessary to convey future sewer flows; and WHEREAS, on October 13, 2011, the Parties entered into an agreement for the Planning and Design Phase Services for the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer. Reaches VC 11 B -VC 15; and WHEREAS, Carlsbad has completed the design for the replacement of the Agua Hedionda Sewer Lift Station and reaches VC 11 B -VC 15 of the Vista/Carlsbad Interceptor Sewer; and WHEREAS, the Parties are entering into this Agreement in order to establish the responsibilities of each Party during construction, revise their respective share of the design and construction phase costs, and revise the cost accounting procedures and payment schedule of the October 13, 20 I I agreement. NOW THEREFORE, THE PARTIES HERETO AGREE TO THE FOLLOWING: IK)l)l7(1HI I t, - I -1:8/2015 December 5, 2017 Item #4 Page 24 of 30 SECTION I. PROJECT DESCRIPTION The Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VC 11 B -VC 15 (the "Project") is a sewer project that will replace existing facilities to increase the capacity and improve the reliability within the lower portion of the Vista/Carlsbad Interceptor Sewer System. The Project begins at the north shore of the Agua Hedionda Lagoon and extends southerly a distance of approximately 2.3-miles to the Encina Water Pollution Control Facility, as shown on Exhibit "A". The major elements of the Project are defined in the September 2008 Preliminary Design Report and are summarized as follows: A. Replace the existing wood trestle sewer bridge across Agua Hedionda Lagoon with a new steel support bridge that will clear span the existing channel, being approximately 140-feet in length. The new sewer support bridge will be designed to allow lightweight maintenance vehicles to pass over the bridge to allow for access to the interceptor sewer north of the lagoon, which will allow for improved inspection and maintenance capabilities as well as improved emergency response. In addition, the Project will replace approximately 1400 linear feet of existing 42-inch sewer pipe with a 54-inch diameter pipe. The Project will relocate a portion of an existing 12-inch high pressure gas line that conflicts with the proposed northerly abutment of the new bridge. The existing sewer support bridge will be removed as part of the Project. B. Construct a new sewer lift station at a location adjacent to the existing lift station on the south shore of Agua Hedionda Lagoon. The Ii fl station will be capable of conveying the ultimate peak wet weather sewage nows for the basin, identified as 33 mgd in the current master plans. In addition to the structure containing the pumps and motors, the lift station will also have standby pumps, an emergency generator, a grinder vault, electrical control building and odor control facilities. The facility will be designed to comply with local and resource agency permit requirements, including the California Coastal Commission. The existing lift station facility will be removed at the completion of the Project. C. Construct a new force main and gravity sewer that will operate in parallel to the existing 42-inch diameter gravity sewer, providing increased system reliability. The new force main will be approximately 4000 linear feet of 30-inch diameter pipe and will be manufactured from High Density Polyethylene (HDPE). The force main will discharge into a new 54-inch diameter gravity sewer that will be constructed in A venida Encinas, being approximately 7000- feet in length, extending from Cannon Road to the Encina Water Pollution Control Facility. These pipelines will be installed using several different methods of construction, including open-trench excavation with shoring, horizontal directional drilling (HDD) and microtunneling. D. Carlsbad has acquired all necessary easements and permits required to construct and maintain the facility. Easements were secured from the North County Transit District. Cabrillo Power (a.k.a., NRG Energy) and San Diego Gas & Electric. Carlsbad has completed the environmental compliance document in compliance with CEQA requirements and the Carlsbad City Council has adopted the document. E. The Project will remove the existing emergency over flow basin since Vista has purchased and constructed emergency standby diesel driven pumps ("Standby Pumps") that will (~)[1171,81 I.~ -2. ]i812015 December 5, 2017 Item #4 Page 25 of 30 automatically turn on in the event the existing lift station experiences a failure. The Standby Pumps can bypass the nows around the existing lift station . Vista will remove the Standby Pumps and reinstall them at other Vista properties following the completion of the Project and demonstration of its successful operation. F. Carlsbad has hired Arcadis and MJS Consulting to be the Construction Manager for the Project and will also perform the materials testing, special inspection, geotechnical testing, and coordination of environmental monitoring. G. Exhibit B is a Project Budget and cost allocation jointly prepared by the Parties. The total cost of the Project, and the amount of the construction contract award, shall not exceed the Project Budget without the written consent of both Parties. SECTION 2. JOINT RESPONSIBILITIES OF THE PARTIES A. The Parties shall designate an Owner's Representative for the Project. Each Parties' Owner's Representative shall be the sole contact and spokesperson with respect to all matter's requiring the Parties approval or authorization. 8. Owner's Representatives shall not provide direction or instructions directly to the Contractor. The Construction Manager shall provide all direction and instructions to the Contractor after both of the Owner's Representatives mutually agree. If each Parties' Owner's Representative cannot agree on an issue, then Section 21 of the Ownership Agreement shall be followed as a procedure for dispute resolution. C. Owner's Representatives shall attend a regular Owner's Meeting with the Construction Manager. The Owner's meetings shall be held bi-weekly at a minimum. If an Owner's Representative does not attend the Owner's Meeting a minimum of 80% of the meetings to date, then the applicable Party shall replace the Owner's Representative. A representative of the Encina Wastewater Authority, which operates and maintains the existing lilt station, may also attend the Owner's Meeting so that all coordination issues are resolved before any instructions are given to the Contractor. D. Neither Party shall charge the other for staff services except as provided in Section 5 of this Agreement. SECTION 3. RESPONSIBILITIES OF CARLSBAD A. Carlsbad shall be the Lead Agency for the Project and will be responsible for the environmental compliance, bidding and administration of construction activities, including fiscal management for the Project. As part of its construction administration duties, Carlsbad shall require its contractor to comply with all Resource Agency requirements, including the stormwater management and other requirements of the State Water Resources Control Board. B. As Lead Agency, Carlsbad shall have sole authority to approve, bid, and award contracts in accordance with this Agreement, Carlsbad's policies and applicable Jaw, subject to the provisions of Section 6. Carlsbad's purchasing policies shall apply to implementation and UIXll '1,t I , .. /, l ·8!2015 December 5, 2017 Item #4 Page 26 of 30 performance of the construction contract. professional services agreements and any other activity under this Agreement. C. Carlsbad shal I bid the Project in accordance with State Revolving Funds (SRF) requirements. Carlsbad shall provide Vista with all supporting documents to fulfill Vista's obligations with its SRF loan. D. Carlsbad shall pay $239.503 to Vista for the installation cost of Standby Pumps to be placed at the Agua Hedionda Lift Station (AHLS) by Vista to provide emergency pumping capability until the new lift station is constructed and operational. The payment covers Carlsbad's share of design and construction costs in accordance with Carlsbad's ownership allocation of 30.9%. Furthermore. Carlsbad agrees to pay Vista a lump sum of $131,544 in consideration for Vista's provision of the Standby Pumps. Vista shall invoice Carlsbad upon execution of this Agreement and Carlsbad shall pay invoice within thirty (30) days of receipt orinvoice from Vista. E. Change Orders. The Parties shall jointly approve all change orders necessary to construct the Project. Change orders for the Project may be initiated by Vista or Carlsbad, but shall not be issued to the contractor unless approved by both Parties. Each Party shall respond to Change Order requests within two (2) working days and shall not unreasonably delay, condition, or deny the approval of any change order. Change order costs will be shared by the Parties in proportion to their capacity ownership defined herein to the extent that the change order is necessary and beneficial for both Parties. Vista shall participate with Carlsbad in the negotiation of price and/or time extensions related to any change order with the Project contractor (i) at Carlsbad's request, (ii) at Vista's option in the case of change orders requested by Vista, or (iii) in the case of a change order that may reasonably be anticipated to affect the overall Project Budget. Carlsbad Initiated Change Order. In those instances where Carlsbad requests a change order. Carlsbad shall submit a written request for changes to Vista for Vista's written approval. Such changes, once approved by Vista, shall be paid for in accordance with the ownership allocation, provided the Carlsbad initiated changes are necessary to complete the Project. If the Carlsbad initiated change order is solely for Carlsbad's benefit. then Carlsbad shall be solely responsible for the cost of the change order, including but not limited to any increased costs resulting from the implementation of the change order. Vista Initiated Change Order. In those instances where Vista requests a change order, Vista shall submit a written request for changes to Carlsbad for Carlsbad's written approval. Such changes once approved by Carlsbad, shall be paid for in accordance with the ownership allocation, provided the Vista initiated changes are necessary to complete the Project. If the Vista initiated change order is solely for Vista's benefit, then Vista shall be solely responsible for the cost of the change order, including but not limited to any increased costs resulting from the implementation of the change order. SECTION 4. RESPONSIBILITIES OF VISTA A. Vista shall provide a payment of $2,112,654 to Carlsbad within thirty (30) days of the approval to advertise to receive bids for construction from Carlsbad City Council. The payment covers Vista's share of unpaid design costs (planning. investigations, design, environmental) to 00017681 I f> -4 -l.'8/2015 December 5, 2017 Item #4 Page 27 of 30 date plus 5% of Vista's share of the construction and construction management costs as detailed on Exhibit "B" ("Vista Payment"). Further, Vista shall make monthly progress payments for completed work within thirty (30) days of receipt of invoice from Carlsbad. The Parties agree that the spreadsheet attached hereto as Exhibit "B" is a fair estimate of the costs subject to modifications through the award of contract or change orders. Vista shall review final accounting and make payment to Carlsbad within thirty (30) days of final reimbursement request. The Vista Payment shall be credited toward the final monthly progress payments and the final reimbursement request. B. Vista agrees to perfonn the clearing of vegetation from the Agua 1-ledionda Lift Station site and said clearing shall be performed outside the nesting season of protected species as defined in the Project CEQA document and permits. The cost of the clearing operation is estimated to be $97,300 and Carlsbad agrees to pay Vista 30.9% of the actual cost in accordance with Carlsbad's ownership allocation. SECTION 5. ALLOCATION OF COSTS A. Allocation of Project costs are defined in the Ownership Agreement and shown in Exhibit "B". Construction cost shares varies by reach and shall be allocated to each Party in accordance with Exhibit "B". All other Project costs shall be shared as follows: 65% Vista, 35% Carlsbad. Construction costs shall include the construction contract and necessary and mutually approved change orders. B. Vista shall pay its allocated portion of the cost of all contracted construction support services, such as, but not limited to, construction management and inspection, support from the design engineer, construction materials testing, special inspection, geotechnical testing, paleontological and environmental monitoring. Vista also agrees to pay Carlsbad a 5% mark-up on all contracted construction support services in consideration for Construction Administration and Management services otherwise provided by Carlsbad. The payment for contracted construction support services shall be understood to cover all project management, contract administration. engineering staff design review, and supplemental construction inspection, accounting and any other Project-related services that are perfonned by Carlsbad staff. SECTION 6. COST ACCOUNTING A. . Carlsbad shall be responsible for the administration and accounting of all expenditures related to the construction of the Project.. The Parties agree that Vista will pay its al located portion of in actual and estimated costs shown in Exhibit .. B" to Carlsbad per Section 4. Final accounting of the costs will be made after the Notice of Completion is filed. Carlsbad will issue a final invoice, or reimburse excess remaining funds, to Vista at that time. 8. Vista is funding the Project through a loan from the State Revolving Fund ("SRF"). Vista has provided Carlsbad with all bidding, awarding. and construction management requirements set forth in the SRF funding agreements (Exhibit ''C"). Carlsbad's administration of the Project shall comply fully with the SRF requirements, and Carlsbad shall provide Vista with all documentation necessary to comply with its obligations under those requirements. (XJI) 17~8 I v (1 I 18/2015 December 5, 2017 Item #4 Page 28 of 30