Loading...
HomeMy WebLinkAbout2019-06-11; City Council; ; Appropriation of funds, authorization of an agreement with Arcadis U.S., Inc. and authorization to execute Amendment No. 3 between the City of Carlsbad and the City of ViCA Review lh ,,&-- . CITY COUNCIL Staff Report Meeting Date: To: From: Staff Contact: Subject: June 11, 2019 Mayor and City Council Scott Chadwick, City Manager Babaq Taj, Engineering Manager babaq.taj@carlsbadca.gov or 760-602-4676 Terry Smith, Engineering Manager terry.smith@carlsbadca.gov or 760-603-7354 Appropriation of funds, authorization of an agreement with Arcadis U.S., Inc. and authorization to execute Amendment No. 3 between the City of Carlsbad and the City of Vista for the Agua Hedionda Sewer Lift Station, Vista/Carlsbad Interceptor Sewer Reaches VC11B-VC15, and Recycled Water Line Project, Capital Improvement Program (CIP) Projects Nos. 3492, 3886 and 3949. Recommended Action Adopt a Resolution authorizing appropriation of additional funds for design engineering and construction support services, anticipated legal fees, staff administrative costs and execution of a professional services agreement with Arcadis U.S., Inc. to provide construction management and inspection services in an amount not to exceed $423,589 for a total net appropriation of $965,768; and, Adopt a Resolution to execute Amendment No. 3 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 for the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reach _es VC11B-VC15, and Recycled Water Line Project, CIP Nos. 3492, 3886 and 3949 (Project). Executive Summary The Project is a joint sewer project with the City of Carlsbad and the City of Vista that is currently under construction and is behind schedule due to the Project's failure to meet performance specifications. These delays necessitate the need for additional consultant support services to provide construction inspection and field engineering for the remainder of the Project duration. City Council authorization of the professional services agreement with Arca dis U.S., Inc. is required per Carlsbad Municipal Code (CMC) Section 3.28.040 (D)(l) as the value of the agreement is greater than $100,000 per agreement year. City Council must also determine the agreement to be exempt from formal bidding procedures under CMC Section 3.28.110 (N) before entering into the agreement with Arcadis U.S., Inc. June 11, 2019 Item #11 Page 1 of 32 Additional funding is needed for design engineering and construction support services, anticipated legal fees, staff administrative costs and construction management and inspection services, for a total net appropriation of $965,768 from the sewer connection fee fund. Discussion The Vista/Carlsbad Interceptor Sewer was constructed in the early 1960s and extends approximately eight miles northeasterly from the Encina Water Pollution Control Facility to the City of Vista. The interceptor sewer is identified as pipeline Reaches VCl through VC15 and includes the Buena Vista and Agua Hedionda lift stations. The Project replaces existing facilities with larger pipes and pumps to increase sewer capacity and improve reliability within. the lower portion of the Vista/Carlsbad Interceptor Sewer system. The entire Project is located within the City of Carlsbad beginning at the north shore of the Agua Hedionda Lagoon and extending southerly, approximately 2.3 miles, to the Encina Water Pollution Control Facility. On May 5, 2015, the City Council adopted Resolution No. 2015-124, authorizing award of a contract with Pulice Construction, Inc. (Contractor) to construct the Project in an amount not to exceed $44,195,300. Soon after award of the contract, the Project encountered unforeseen and changed conditions that increased the cost of the construction contract and delayed the construction schedule. These changes were addressed through construction change orders to the Contractor authorized by the city manager and through resolutions approved by the City Council to amend the city's professional service agreements with Arcadis U.S., Inc. for construction management and inspection services and Brown and Caldwell, Inc. (B&C) for design engineering and construction support services. Recently, as the Project has entered the closeout phase of the contract, new impacts including construction delays and performance issues associated with the newly constructed pumping system have further delayed completion of the Project. These impacts can be generally described as follows: 1-Construction delays: The Project was scheduled to begin the commissioning phase of work in the spring of 2018. However, construction schedule delays delayed the start of commissioning to the fall of 2018. Final determination for responsibility of the delay remains contingent upon the Contractor's submission of a time impact analysis. 2-Pumping System: The new Agua Hedionda Lift Station is comprised oftwo pumping systems -the Lift System and the Force System. The Lift System and Force System are each comprised of four pumps. During the commissioning phase of work, the four pumps furnished and installed as a part of the Lift System were found to be unable to meet the requirements of the specification. The performance issues with Lift System pumps do not allow the new Agua Hedionda Lift Station to operate as intended. As a result, the commissioning phase of work cannot be closed and the remainder of the Project scope of work (approximately 5%) cannot be completed. The city has undertaken an extensive testing effort, including through a third-party consultant June 11, 2019 Item #11 Page 2 of 32 contracted through the City Attorney's Office, to identify the causal factor(s) impacting performance of the Lift System pumps. Staff is currently working in consultation with the City Attorney's Office to resolve the pumping issues with the Contractor. In consultation with the City Attorney's Office, staff will engage with the Contractor to resolve the pumping system issue(s) by identifying the causal factors impacting the performance of the Lift System pumps. Once the problems with the pumping system have been corrected, the City will test and commission the new lift station to verify proper performance. Upon completion of the commissioning effort, the _ remainder of the construction scope of work, including demolition of the existing pump station and the site/civil work around the new · pump station, will follow. The duration to complete the remainder of the construction scope of work (following resolution of the pump performance issues and commissioning) is approximately three months. The final project completion date is contingent upon identifying the required engineering solution and implementing the solution. The final project completion date is estimated to be in the spring of 2020. Separate from the construction delays and pumping system issue, the City Attorney's Office and staff have been preparing for mediation with the Contractor for their claim of changed conditions as it relates to the Project's microtunneling scope of work. The City believes that the Contractor over-excavated some of the tunnels drilled for the wastewater pipes. Over excavation of the tunnels could cause damage to the pipes, surrounding utilities, etc. City Council adopted Resolution No. 2018-142 authorizing execution of Amendment No. 2 to the City of Carlsbad and the City of Vista Project Agreement to include contracting and cost-sharing for legal and expert services required to pursue these claims. The city anticipates that mediation over this matter will take place in the summer of 2019. Professional Services Agreement with Arcadis U.S., Inc. On Nov. 11, 2014, the City Council adopted Resolution No. 2014-257 approving an agreement with Arcadis U.S., Inc. to provide construction management and inspection services for the Project. In subsequent years amendments were issued to increase the scope to include environmental monitoring and reporting which raised the funding limit to $5,181,320 and extended the agreement duration. Staff seeks to amend the current agreement with Arcadis U.S., Inc. to provide additional construction management and inspection services. However, due to the extended duration of the Project, the City Attorney's Office and contract administration staff have determined that no further amendments may be made to the existing agreement. The city's procurement process requires that formal bidding procedures be utilized when the anticipated cost of the professional services is greater than $35,000.00 per agreement year. However, the CMC allows for an exemption from the formal bidding procedures if, in the determination by the awarding authority, the exemption is in the best interests of the city. CMC Section 3.28.110, subsection N states that an exemption may be provided for: June 11, 2019 Item #11 Page 3 of 32 Situations where solicitations of bids or proposals for goods, services and/or professional services would be, in the discretion of the awarding authority, impractical, unavailing, impossible, or not in the best interests of the city. (Ord. CS-002 § 2, 2008} In consultation with the City Attorney's Office, and with agreement from the city's purchasing officer, staff recommends that the City Council exempt the agreement with Arcadis U.S., Inc. under CMC Section 3.28.110 (N} from a competitive bidding process as to do so is in the best interests of the city. The agreement with Arca dis U.S., Inc. supports the city in its defense of construction claims and lends critical technical assistance as the city seeks resolution for the issues associated with the pumping system. They also provide construction management and inspection services through the completion of the Project . Design Engineering and Construction Support Services On June 10, 2008, the City Council adopted Resolution No. 2008-164 approving a professional services agreement with B&C to provide design engineering and construction support services for the Project. In subsequent years amendments were issued to include engineering design support during construction services which extended the agreement duration and raised the funding limit to a not-to-exceed fee of $5,392,738. The city will enter into a new agreement with B&C to provide design engineering and construction support services to support the city as it seeks resolution to the performance issues associated with the pumping system through completion of the Project. The professional services agreement for the required design engineering and construction support services do not require City Council authorization as the value of these services fall within the city manager's procurement authority. Amendment No. 3 to the City of Carlsbad and City of Vista Project Agreement The City of Carlsbad and City of Vista Project Agreement needs to be amended to reflect additional costs to the Project for design engineering and construction support services, estimated legal fees and construction management and inspection services in an amount not to exceed $1,668,386. These additional costs will be shared by the City of Vista and the City of Carlsbad at the;: rate(s) identified in the Project Agreement. The City of Vista is responsible for approximately 65% of the additional project costs, while the City of Carlsbad is responsible for approximately 35% of the additional project costs. Fiscal Analysis The professional services agreement with Arcadis U.S., Inc. is in an amount not to exceed $423,589. Funds are also needed to cover design engineering and construction support services, anticipated legal fees and staff administrative costs in an amount not to exceed $700,000 . As shown in the table below, the total available in the Project budget is $157,821 . As such, the Project requires a net appropriation of $965,768 from the sewer connection fee fund -$423,589 to offset the cost of the agreement with Arcadis U.S., Inc. and $542,179 to offset the costs for design engineering and construction support services, anticipated legal fees and June 11, 2019 Item #11 Page 4 of 32 staff administrative costs. Sufficient funds are available in the sewer connection fee fund for this request. All additional Project Agreement costs will be shared between the City of Carlsbad and the City of Vista as described within the Project Agreement. The value of Amendment No. 3 between the City of Carlsbad and the City of Vista is $1,668,108. The City of Vista is responsible for approximately $1,085,139 {65%} and is using state revolving funds to pay for its portion of the Project. The City of Carlsbad is responsible for approximately $582,969 (35%} funded from the sewer connection fee fund. A summary of the existing and proposed project budgets are shown in the table below: AGUA HEDIONDA SEWER LIFT STATION, VISTA/CARLSBAD INTERCEPTOR SEWER REACHES VCllB -VClS, AND RECYCLED WATER LINE PROJECT CIP PROJECT NOS. 3492, 3886, AND 3949 Current Appropriation $60,630,000 Current Expenditures/Encumbrances $60,472,179 TOTAL AVAILABLE $157,821 ADDITIONAL PROJECT COSTS Agreement -Arcadis U.S., Inc. $423,589 Design Engineering and Construction Support $75,000 Legal Fees (Estimated} $500,000 Staff Administrative Costs and Project Contingency (Estimated} $125,000 TOTAL ESTIMATED ADDITIONAL PROJECT COSTS $1,123,589 REMAINING BALANCE ($965,768) ADDITIONAL APPROPRIATION NEEDED $965,768 A summary of the City of Carlsbad and City of Vista Project Agreement budget is shown in the table below: AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CITY OF VISTA FOR THE CONSTRUCTION OF THE AGUA HEDIONDA SEWER LIFT STATION, VISTA/CARLSBAD INTERCEPTOR SEWER REACHES VCllB-VClS, AND RECYCLED WATER LINE PROJECT CIP PROJECT NOS. 3492, 3886, AND 3949 Project Agreement Original Budget (Resolution No. 2015-039} $56,702,500 Amendrnent No. 1 (Resolution No. 2017-223} $1,754,470 Amendment No. 2 (Resolution No. 2018-142} 0 Amendment No. 3 (Proposed} $1,668,108 TOTAL PROPOSED BUDGET IN AGREEMENT $60,125,078 Next Steps With execution of the proposed agreements, staff will continue to coordinate with Arcadis U.S., Inc. and B&C as the city resolves outstanding contractual and technical issues. Upon resolution of the pumping system issues, Arca dis U.S., Inc. will provide construction management and June 11, 2019 Item #11 Page 5 of 32 inspection services through the completion of the Project. The final project completion date is estimated to be in the spring of 2020. 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. Approval of the professional services agreements with Arcadis U.S., Inc. and B&C is exempt from the requirements of CEQA pursuant to Public Resources Code Section 21065. This action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. 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. City Council Resolution. 2. City Council Resolution. 3. Location Map. June 11, 2019 Item #11 Page 6 of 32 RESOLUTION NO. 2019-082 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF AN AGREEMENT WITH ARCADIS U.S., INC. TO PROVIDE CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE AGUA HEDIONDA SEWER LIFT STATION, VISTA/CARLSBAD INTERCEPTOR SEWER REACHES VC11B-VC15 AND RECYCLED WATER LINE, CAPITAL IMPROVEMENT PROGRAM (CIP) PROJECT NOS. 3492, 3886 AND 3949, IN AN AMOUNT NOT TO EXCEED $423,589 AND APPROPRIATING $965,768 IN ADDITIONAL FUNDS FROM THE SEWER CONNECTION FEE FUND FOR CHANGES TO THE PROJECT. EXHIBIT 1 WHEREAS, on Nov. 11, 2014, the City Council of the City of Carlsbad, California adopted Resolution No. 2014-257 approving an agreement with Arcadis U.S., Inc. to provide construction management and inspection services for the Agua Hedionda Sewer Lift Station, Vista/Carlsbad Interceptor Sewer Reaches VC11B-VC15 and Recycled Water Line, CIP Project Nos. 3492, 3886 and 3949 (Project); and WHEREAS, it has been determined that the original terms of the agreement have been exhausted and therefore no further amendments may be made to the existing agreement; and WHEREAS, staff desires to enter into a new agreement with Arcadis U.S., Inc. to provide construction management and inspection services through completion of the Project; and WHEREAS, Section 3.28.060 of the Carlsbad Municipal Code requires that formal bidding procedures be utilized when the anticipated cost of the professional services is greater than $35,000.00 per agreement year; and WHEREAS, Section 3.28.ll0(N) of the Carlsbad Municipal Code allows for formal bidding procedures to be exempted, as determined by the awarding authority, when in the discretion of the awarding authority solicitations of bids or proposals would be impractical, unavailing, impossible, or not in the best interests of the city; and WHEREAS, staff and the city's purchasing officer recommend that an exemption to the formal bidding procedures be granted as it is in the best interest of the city (Attachment A); and WHEREAS, staff and Arcadis U.S., Inc. negotiated the scope of work and the associated fee in an amount not to exceed $423,589 to provide construction management and inspection services for the Project; and June 11, 2019 Item #11 Page 7 of 32 EXHIBIT 1 WHEREAS, the City Council has determined it necessary and in the public interest to allow for an exemption of the formal bidding procedures and to execute an agreement with Arca dis U.S., Inc. for construction management and inspection services for the Project; and WHEREAS, a net additional appropriation in the amount of $965,768 from the Sewer Connection Fee Fund to the Project's budget is requested to fund the Arcadis agreement, design engineering and construction support services, anticipated legal fees, and the estimated staff administrative costs and project contingency; and WHEREAS, the City of Carlsbad will be reimbursed by the City of Vista for its portion of the additional costs in accordance with the Project Agreement as approved by City Council Resolution No. 2015-039, and as amended. 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. Pursuant to Section 3.28.060 of the Carlsbad Municipal Code, the City Council determines it is in the best interests of the city to enter into an agreement with Arcadis U.S., Inc. for construction management and inspection services without formal bidding procedures. 3. That the Mayor is hereby authorized and directed to execute the agreement, attached hereto as Attachment B, with Arcadis U.S., Inc. to provide construction management and inspection services for the Agua Hedionda Sewer Lift Station, Vista/Carlsbad Interceptor Sewer Reaches VC11B-VC15 and Recycled Water Line, CIP Project Nos. 3492, 3886 and 3949, in an amount not to exceed $423,589. 4. That the Deputy City Manager, Administrative Services, is hereby directed to appropriate additional funds from the Sewer Connection Fee Fund, in the amount of $423,589, to the Project's budget for the agreement with Arcadis U.S., Inc. 5. That the Deputy City Manager, Administrative Services, is hereby directed to appropriate additional funds from the Sewer Connection Fee Fund, in the amount of $542,179, to the Project's budget for design engineering and construction support services, anticipated legal fees, staff administrative costs and Project contingency. June 11, 2019 Item #11 Page 8 of 32 EXHIBIT 1 PASSED, APPROVED AND ADOPTED at a Special Meeting of the City Council of the City of Carlsbad on the 11th day of June, 2019, by the following vote, to wit: AYES: NAYS: ABSENT: Hall, Blackburn, Bhat-Patel, Schumacher, Hamilton. None. None. M1Ji!YI ,$~ -for BARBARA ENGLESON, City Clerk (SEAL) June 11, 2019 Item #11 Page 9 of 32 TO: . FROM: RE: DATE : PURCHASING OFFICER ENGINEERING MANAGER ( City of Carlsbad PURCHASING EXEMPTION FOR CONTRACTOR ARCADIS U.S ., Inc. MAY 1, 2019 The Vista/Carlsbad Interceptor Sewer was constructed in the early 1960s and extends . approximately eight miles northeasterly from the Encina Water Pollution Control Facility to the City of Vista. The interceptor sewer is identified as pipeline Reaches VC1 through VC15 and includes the Buena Vista and Agua Hedionda lift stations. The Project replaces existing facilities with larger pipes and pumps to increase sewer capacity and improve reliability within the lower portion of the Vista/Carlsbad Interceptor Sewer system. The Project is in the City of Carlsbad beginning at the north shore of the Agua Hedionda Lagoon and extending southerly, approximately 2.3 miles, to the Encina Water Pollution Control Facility. On May 5, 2015 the Carlsbad City Council adopted Resolution No. 2015-124, authorizing the award of a contract with Pulice Construct ion, Inc. (Contractor) to construct the Project for an amount not to exceed $44,195,300. Soon after the award of the contract, the Project encountered unforeseen and changed conditions that delayed the construction schedule . Recently, as the Project has entered the closeout phase of the contract, new impacts including construction delays and performance issues associated with the newly-constructed pumping system have further delayed the Project. The city is cur r ently working to resolve outstanding construction claims as well as performance issues associated with the newly constructed pumping system. On Nov. 11, 2014, the Carlsbad City Council adopted Resolution No. 2014-257 approving an agreement with Arcadis U.S., Inc. to provide construction management and inspection services for the Project. In subsequent yea rs, amendments were issued to increase the scope to include environmental monitoring and repo.rting, raised the funding limit to $5,181,320 and extended the agreement duration. Staff seeks to amend the current agreement with Arcadis U.S ., Inc. to provide additional construction management and inspection services. However, due to the extended duration of the Project, the City Attorney's Office and Contract Administration staff have determined that no further amendments may be made to the existing agreement. As a result of this determination, staff desires to enter into a new agreement with Arcadis U.S., Inc. to provide the city with support in its defense of construction claims, to administer technical support as the city seeks resolution for the issues associated with the pumping system, and to provide construction management and inspection services through the completion of the Project . Attachment A June 11, 2019 Item #11 Page 10 of 32 The city's procurement process requires that formal bidding procedures be utilized when the anticipated cost of the professional services is greater than $35,000.00 p·er agreement year. However, the CMC allows for an exemption from the formal bidding procedures if, in the determination by the awarding authority, the exemption is in the best interests of the city. CMC Section 3.28.110, subsection N states that an exemption may be provided for: Situations where solicitations of bids or proposals for goods, services and/or professional services would be, in the discretion of the awarding authority, impractical, unavailing, impossible, or not in the best interests of the city. {Ord. CS-002 § 2, 2008) Staff believes that forgoing the solicitation process and entering into a new agreement with Arcadis U.S., Inc. is with merit and of benefit to the city for the following reasons: 1. The city is actively working to resolve outstanding construction claims and Project issues. Arcadis U.S., Inc. has a comprehensive understanding of the Project's scope of . work and first-hand knowledge of the Project's history, issues, and the Contractor's actions over the past four and half years. Arcadis U.S. lnc.'s support is critical for the city's successful resolution of these matters. 2. Time is of the essence. The formal bidding procedures, including the public solicitation for proposals for multiple bidders, would necessitate that the city postpone many of its current resolution efforts which would likely result in additional project delays, accrual of time-based costs, penalties and risk to the operation of the existing Agua Hedionda Lift Station. Arcadis U.S., Inc. has specific knowledge and experience with the Project and as such they are uniquely qualified to meet the demands of the Project within the required timeframe(s). In summary, staff believes that Arcadis U.S., Inc. is uniquely fit and thus the most qualified firm to meet the city's requirements. Staff requests the Purchasing Officer's consideration for recommendation of an exemption to the formal bidding procedures under Section 3.28.110 of the Carlsbad Municipal Code for the reasons enumerated above. Thank you, Engineering Manager Approval for Exemption f!✓• cc: Terry Smith, P.E., District Engineer Eleida Felix Yackel, Senior Contract Administrator, Public Works June 11, 2019 Item #11 Page 11 of 32 DocuSign Envelope ID: 48050DAF-C1 F9-4FA2-B322-D06BD40821 B6 PSA 19-802TRAN AGREEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE AGUA HEDIONDA SEWER LIFT STATION, VISTA/CARLSBAD INTERCEPTOR SEWER REACHES VC11B-VC15, AND RECYCLED WATER LINE SERVICES ARCADIS U.S., INC. THIS AGREEMENT is made and entered into as of the /3 day of J:'.v n f , 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ARCADIS U.S., INC., a Delaware corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in construction management and inspection services. B. Contractor has the necessary experience in providing professional services and advice related to construction management and inspection services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be four hundred twenty-three thousand, five hundred eighty-nine dollars ($423,589). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 1 of 16 City Attorney Approved Version 6/12/18 June 11, 2019 Item #11 Page 12 of 32 June 11, 2019 Item #11 Page 13 of 32 June 11, 2019 Item #11 Page 14 of 32 June 11, 2019 Item #11 Page 15 of 32 June 11, 2019 Item #11 Page 16 of 32 June 11, 2019 Item #11 Page 17 of 32 June 11, 2019 Item #11 Page 18 of 32 DocuSign Envelope ID: 48050DAF-C1F9-4FA2-B322-D06BD40821B6 PSA 19-802TRAN 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR ARCADIS U.S., INC., a Delaware corporation By: By: (sign here) Jon Westervelt. Vice President (print name/title) (sign here) Ellen M. Hooper, Assistant Treasurer (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ~ -t'lf Barbara Engleson, City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney 8 of 16 City Attorney Approved Version 6/12/18 June 11, 2019 Item #11 Page 19 of 32 June 11, 2019 Item #11 Page 20 of 32 June 11, 2019 Item #11 Page 21 of 32 June 11, 2019 Item #11 Page 22 of 32 June 11, 2019 Item #11 Page 23 of 32 June 11, 2019 Item #11 Page 24 of 32 June 11, 2019 Item #11 Page 25 of 32 June 11, 2019 Item #11 Page 26 of 32 June 11, 2019 Item #11 Page 27 of 32 RESOLUTION NO. 2019-083 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF AMENDMENT NO. 3 TO THE AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CITY OF VISTA FOR THE CONSTRUCTION OF THE AGUA HEDIONDA SEWER LIFT STATION, VISTA/CARLSBAD INTERCEPTOR SEWER REACHES VC11B-VC15 AND RECYCLED WATER LINE, CAPITAL IMPROVEMENT PROGRAM (CIP) PROJECT NOS. 3492, 3886 AND 3949. EXHIBIT 2 WHEREAS, the Agua Hedionda Sewer Lift Station and Vista Carlsbad Interceptor Sewer, Reaches VC11-VC15, Project Nos. 3492, 3886 and 3949 (Project) is jointly owned by the City of Carlsbad and the City of Vista; and WHEREAS, on Feb. 10, 2015, City Council approved an Agreement with the City of Vista (Project Agreement) for funding of construction phase services for the Project by adoption of Resolution No. 2015-039; and WHEREAS, on Dec. 5, 2017, City Council adopted Resolution No. 2017-223, approving Amendment No. 1 to the Project Agreement between the City of Carlsbad and the City of Vista; and WHEREAS, on July 24, 2018, City Council adopted Resolution No. 2018-142, approving Amendment No. 2 to the Project Agreement between the City of Carlsbad and the City of Vista; and WHEREAS, the City of Carlsbad and the City of Vista desire to enter into Amendment No. 3 to increase the Project Agreement budget by $1,668,108 for changes to the Project scope of work requiring design engineering and construction support services, estimated legal fees and construction management and inspection services; and WHEREAS, the Project has been delayed beyond the contract completion date and the forecast completion date is unknown and dependent upon the identification and resolution of performance issues associated with the newly constructed pump station; and WHEREAS, the City of Carlsbad and the contractor, Pulice Construction, Inc., have been unable to resolve performance issues associated with the newly constructed pump station; and WHEREAS, the City of Carlsbad has hired a third-party consultant to conduct a thorough analysis of the newly constructed pump station; and June 11, 2019 Item #11 Page 28 of 32 EXHIBIT 2 WHEREAS, the City of Carlsbad seeks to amicably resolve the pump system issue(s) with Pulice Construction, Inc., by identifying the causal factors impacting the performance of the newly constructed pump station; 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. 3 to the Project 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 payment. 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 of the City of Carlsbad is authorized and directed to execute Amendment No. 3 to the Project 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 VC11B-VC15 and Recycled Water Line, Project Nos. 3492, 3886 and 3949, which is attached hereto as Attachment A. PASSED, APPROVED AND ADOPTED at a Special Meeting of the City Council of the City of Carlsbad on the 11th day of June, 2019, by the following vote, to wit: AYES: NAYS: ABSENT: Hall, Blackburn, Bhat-Patel, Schumacher, Hamilton. None. None. (SEAL) June 11, 2019 Item #11 Page 29 of 32 Attachment A THIRD 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 THIRD AMENDMENT ("Third 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 the 13 day of P\, L~ 1 "'-d,:\: , 2019 (''Third Amendment Date"), by and between the City of Vista, hartered municipal corporation ("Vista"), and the City of Carlsbad, a chartered municipal corporation ("Carlsbad"). RECITALS A. Carlsbad and Vista first entered into a Project Agreement for the construction of the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VC11- VC15 on February 10, 2015. B. A First Amendment to the Project Agreement was executed December 8, 2017 to provide additional funding in the amount of $1,754,470 for additional construction costs associated with unforeseen issues and delays as well as additional construction management and inspection services required to complete the Project for a total Project Budget of $58,456,970. C. A Second Amendment to the Project Agreement was executed September 11, 2018 to modify the terms of the Project Agreement to include legal services necessary to complete the Project. D. Vista and Carlsbad desire to enter into a Third Amendment to the Project Agreement to provide additional funding in the amount of $1,668,108 for legal services, design engineering and construction support, and construction management and inspection services to address unforeseen issues and delays associated with the contractor's claim of changed conditions related to the microtunneling scope of work and performance issues related to the lift station pumping system, for a total Project Budget of $60,125,078. E. The contractor's claim of a changed condition pertains to the microtunneling scope of work (VC14-VC15) where Vista has 56.1 % ownership and Carlsbad has 43.9% ownership, therefore the cost of the legal services to support the resolution of this claim shall be shared between Vista and Carlsbad in those proportions. F. The performance issue(s) related to the pumping system pertains to the lift station (VC 12) where Vista has 69.1 % ownership and Carlsbad has 30.9% ownership, therefore the cost of the legal services, design engineering and construction support, and construction management and inspection services to support the resolution of this issue shall be shared between Vista and Carlsbad in those proportions. June 11, 2019 Item #11 Page 30 of 32 NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Vista and Carlsbad agree as follows: 1. The Project Budget is increased by $1,668,108 to $60,125,078 to account for the additional legal services, design engineering and construction support, and construction management and inspection services required to complete the Project. 2. All other provisions of the Project Agreement, as may have been amended from time to time, will remain in full force and effect. CITY OF VISTA, a chartered municipal corporation BY: ' r Judy Rit~ayor ATTEST: AP~ Da~ 2 CITY OF CARLSBAD, a chartered municipal corporation APPROVED AS TO FORM: City Attorney Approved Version 1/30/13 June 11, 2019 Item #11 Page 31 of 32 EXISTING AGUA HEOIONOA LIFT STATION LEGEND: -VC11B-VC15 •••••• VC1 -VC11A PROJECT NAME LOCATION MAP AGUA HEDIONDA LIFT STATION & VISTA/CARLSBAD INTERCEPTOR SEWER REACHES VC118 THROUGH VC15 PROJECT NUMBER 3492, 3886 & 3949 EXHIBIT 3 ( June 11, 2019 Item #11 Page 32 of 32