HomeMy WebLinkAbout2017-12-05; City Council; Resolution 2017-223RESOLUTION 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.
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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
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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
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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
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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.
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