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HomeMy WebLinkAboutItem 4.18 Dougherty Road Improvments CITY CLERK File # D~[Q][Q]-~[Q] AGENDA STATEMENT CITY COUNCIL MEETING DATE: June 20, 2006 SUBJECT: Cooperative Agreement with Dublin San Ramon Services District in Conneehon with the Dougherty Road Improvements - Houston Place to 1-580 Project Report Prepared hy Melissa Mor/on, Public Works Dire~ ATTACHMENTS: Resolution approving Cooperative Agreement, together with Exhihit "A", Agreement RECOMMENDATiON: ~ Adopt the resolution approvmg the Cooperative Agreement with _ l Duhlin San Ramon Services District in connection with the ~ Dougherty Road Improvements - Houston Place to 1-580 Project. FINANCIAL STATEMENT: The Dublin San Ramon Services District (Distnct) will reimhurse the City for adjusting the Distriel's ladlities as part of the City's Dougherty Road Improvements Project. The District will, in addition, pay the City an amount of money equal to seven and one- half percent (7'/,%) of these costs of the District's facility adjustments to pay for the City's overhead, management, and admmistration pertaining to the District's improvements. DESCRiPTION: The City of Dublin anticipates contractmg fur the widening of and improvement to the intersection of Duhlin Boulevard and Dougherty Road in late 2006 as part of the Capital Improvement Program project known as the Dougherty Road Improvements - Houston Place to 1- 580 As part of the street widening and pavement overlay, some of the District's water valves and manhole tops will need to be raised to match grade and five hydrants must be relocated. Combining the City's street work and the District's utility work lUlder one contractor simplifies scheduhng and other logistical issues, rather than have two contractors attempting to work in the same space at the same time. The Cooperative Agreement delineates the City's and the District's responsibilities as f"lIows: the City will inelude the District's utility adjustments as part of the CIP project, and the District will reimburse the COPY TO: Dublin San Ramon ServIces Dlstnel Page I 01'2 ITEM NO. tf./g G:\MISCPROJ\Doughi::rLy Rtf Imp - Houstun 10 1-580\lJlilities\ag:i>t r.:;uop agmt dmd.doc City the costs for perfomling this work, and pay an additional 7h% of those costs for the City's overhead, management and administration ofthe District's utihty work. Staff recommends that the City Council adopt the resolution approving the Cooperative Agreement with Duhhn San Ramon ServIces District in connection with the Dougherty Road Improvements - Houston Place to 1-580 Project. Page 2 ofl 11J }r;- RESOLUTION NO. - 06 A RESOLUTION OF THE CITY COUNCIL OF THE CiTY OF DUBLIN ********* APPROVING COOPERA TTVE AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE DUBLIN SAN RAMON SERVICES DISTRICT CONCERNING THE DOUGHERTY ROAD IMPROVEMENTS - HOUSTON PLACE TO 1-580 PROJECT AND ADJllSTMENTS TO V ARJOUS V ALVES, METERS AND OTHER APPURTENANCES WHEREAS, the City ofDubhn (CITY), as part of the Capitallmprovement Program project known as the Dougherty Road hnprovements - Houston Place to i-580, will widen and improve segments of Dublin Boulevard and Dougherty Road approach111g (he intersection of the two streets; and WHEREAS, as part of these improvements, it is necessary to modify facilities owned and maintained by the Dublin San Ramon Services D,s(nc( (DISTRICT); and WHEREAS, in terms of scheduling and reducing conflicts that could result from two contractors operating in the same vlcmity, it is beneficial for one contractor to cons(ruet improvements owned by both the CITY and the DISTRICT, and WHEREAS, the CiTY will take the lead 111 letting and administering the single contract and will be responsible for the majority of the work; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Duhlin hereby approves the Cooperative Agreement between the CITY and the DISTRICT, attached hereto as Exhibit "A." BE iT FURTHER RESOLVED that the Mayor of the City ofDuhlin is hereby authorized to exeente the Cooperative Agreement. PASSED, APPROVED AND ADOPTED this 20th day of June, 2006. AYES. NOES. ABSENT ABSTAIN Mayor ATTEST City Clerk ~-2D .o,=, "1./8 Aft.1..cJt r}1 en t '-" ZfJ(:) b COOPERATIVE AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE DUBLIN SAN RAMON SERVICES DISTRICT CONCERNING DOUGHERTY ROAD IMPROVEMENTS - HOUSTON PLACE TO 1.580 PROJECT AND ADJUSTMENTS TO VARIOUS VALVES, METERS AND OTHER APPURTENANCES This Agreemenf, entered into this day of , 2006, by and between the Dublin San Ramon SeNices District, a public agency located in the Counties of Alameda and Contra Costa, California ("District"), and the City of Dublin, California, a municipal corporation of the State of California ("City"); WIT N E SSE T H: WHEREAS, City proposes to construct certain public improvements generally described as the Dougherty Road Improvements - Houston Place to 1-580 project ("City's Project"); and WHEREAS, District requires adjustments to various valves, meters and other appurtenances as needed, which work ("District's Project") is included in, and listed as, various bid items in the construction contract itemization of work for City's Project; and WHEREAS, City plans to solicit bids for City's Project, which bids will be obtained following advertisement therefor in accordance with public bidding requirements applicable to City, which requirements satisfy District's public construction contract bidding requirements; and WHEREAS, construction of District's Project in conjunction with City's Project will result in cost savings and avoid inconvenience to the public; and Cooperative Agreement between City of Dublin and DSRSD mIBlTA To the Resolution 3t> 15 WHEREAS, the parties desire to provide for the combined construction of the City's Project and the District's Project and provide for reimbursement to City for costs incurred related to construction of District's Project; NOW, THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS: 1. Proiect Construction. (a) Bid Review. The parties acknowledge that City prepared contract documents (the "Contract Documents") inCluding, but not limited to, plans and specifications for the construction of City's Project and the District's Project. The District will review specifications and plans for District's Project that will be included in the Contract Documents. The Contract Documents will include District's Project as discrete ("line") items for bidding purposes. These items will include specific bid items in the contract bid list. Between City and District, City shall be solely responsible (and District shall not be responsible) for the City's Project specifications and plans prepared by City including, without limitation, the accuracy and completeness of such specifications and plans; and, between the City and District, District shall be solely responsible (and City shall not be responsible) for the District's Project specifications and plans prepared by the City for review by District including, without limitation, responsibility for the accuracy and completeness of such specifications and plans so long as and to the extent City makes revisions requested by District following its review Upon approval by District of that portion of the Contract Documents pertaining to District's Project, City shall advertise tor bids for the construction of City's Project (including the District's Project) in accordance with public construction contract bidding requirements pertaining to City Upon opening of the bids tor the construction Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 2 of 14 L.\~ 15 of City's Project (including the District's Project), City shall provide copies thereof to District. On or before the expiration of ten (10) calendar days from receipt of the bids opened by City for the City's Project (including the District's Project), District shall review the line-item bids for District's Project and shall advise City in writing either of District's questions or concerns, if any, regarding the responsiveness or qualification of the apparent low bidder in relation to the District's Project, or that the District has no questions or concerns regarding the responsiveness or qualification of the apparent low bidder If the District has concerns regarding the responsiveness or qualification of the apparent low bidder in relation to the District's Project, the City will cooperate with the District to determine the responsiveness and qualification of fhe apparent low bidder in light of such concerns and in accordance with applicable law The District and City understand and agree that, in accordance with applicable law, and subject to appropriate cooperation in the mutual interest of the District and City and to the terms of this Agreement, the City shall have sole, ultimate authority for letting and administering the City's Project (including the District's Project) including, without limitation, the authority to deterrnine: the responsiveness of bids and qualification of bidders for the City's Project (including the District's Project), whether and to whom to award the City's Project (including the Disfrict's Project), and whether and how to enforce the City's rights under the Contract Documents and applicable law. (b) Construction. If City's City Council accepts the aforesaid bid for City's Project (including District's Project), City shall proceed with the construction of City's Project (including District's Project) pursuant to the Contract Documents. Any Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 3 of 14 5~)6 and all change orders for, or other modifications to, District's Project shall be subject to District's prior written approval in the manner set forth in this Agreement, irrespective of whether such construction proceeds under this paragraph or the next following paragraph of this Paragraph 1 (b). If City's City Council does not accept the aforesaid bid for City's Project (including District's Project), or the aforesaid apparent lowest responsible bidder does not enter into the contract with City for the construction of said Projects after acceptance of its bid, the parties shall meet and confer regarding acceptance of the bid of the next apparent lowest responsible bidder Notwithstanding its meeting and conference with District, Cify shall continue to have sole, ultimate authority to determine whether and to whom to award the City's Project (including District's Project), (c) InspectionlTestinQ. During the course of construction of City's Project (including District's Project), District shall inspect, or provide for the inspection of, District's Project. District shall be solely responsible for inspection of District's Project, and approval thereof, and hereby relieves City of all responsibility therefor City shall be solely responsible for inspection, and/or testing and approval of City's Project (excluding District's Project) and hereby relieves District of all responsibility therefor City hereby authorizes District or District's contractor(s), or other representative(s) to enter upon and temporarily occupy the area encompassed by City's Project (including District's Project) for the foregoing purposes District shall use its best efforts to coordinate to minimize impacts to the City's Project (including District's Project) in carrying out the inspection and testing of District's Project. City shall use its best efforts to coordinate to minimize impacts to District's Project. District shall be responsible for Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 4 of 14 &Vb 16 delays in construction of City's Project to the extent such delays result from inspection or other activities of District. City shall be responsible for delays in construction of District's Project to the extent such delays result from inspection, testing, or other activities of City (d) Acceptance. Within fhirty (30) days of completion of construction of District's Project, District's Engineer shall review and either approve or disapprove of the results of the inspection thereof Within thirty (30) days of completion of construction of District's Project, District shall notify City in writing of District's intended recommendation concerning acceptance or rejecfion of District's Project. If District recommends acceptance of District's Project, upon Final Closeout of City's Project (hereinafter defined), District shall acquire District's Project as hereinafter provided. "Final Closeout of City's Project" means City's acceptance of City's Project (including District's Project) as complete in accordance with the Contract Documents and applicable law, recordation of a Notice of Completion and subsequent release of final payment and retention (or securities in lieu of retention) for said Projects. If District accepts District's Project with reservation of all rights to dispute amounts claimed by said contractor concerning District's Project [excluding City's Project] (collectively, "Disputed Claims"), af District's request and to the extent permitted by law, City shall assign to District all rights of City under the Contract Documents, or otherwise accruing to City to contest said Disputed Claims. Thereupon, District shall solely be responsible for resolution or other satisfaction of said Disputed Claims, including, without limitation, resolution by litigation. If District's Engineer recommends rejection of District's Project, in whole Cooperative Agreement between City of Dublin and DSRSD June 6. 2006 Page 5 of 14 1~15 or In part, based upon nonconformance thereof with the Contract Documents or otherwise based upon defects in construction, City shall, at the request of, and in cooperation with District, cause City's contractor to reconstruct or otherwise rectify the construction of District's Project, or otherwise enforce City's rights and/or remedies under the Contract Documents and applicable law to meet the requirements of the Contract Documents concerning District's Project and otherwise to protect the interests of District. Notwithstanding any contrary provision in this Agreement, City shall have no obligation to act to enforce any of City's rights and/or remedies or to cause City's contractor to reconstruct or otherwise rectify the construction of District's Project, under the Contract Documents and applicable law regarding District's Project, unless and until a District official authorized to bind District requests such action in a signed writing which obligates District to bear all costs of City reasonably incurred in such action ("Costs of Enforcement"). (e) Acauisition of District's Proiect. Upon acceptance of District's Project by the District Engineer and payment of the remaining Costs of Construction in accordance with the provisions of Paragraph 2(b) hereof, and Final Closeout of City's Project, and payment by District to City of the Costs of Enforcement, if any, in accordance with the provisions of Paragraph 1 (d) of this Agreement, City shall convey title of District's Project to, or confirm vesting of title in, District by a resolution duly adopted by City's City Councilor other document approved as to form by District's counsel. District's Project shall thereafter be operated and maintained by District and shall become merged with and be a part of District's distribution facilities. Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 6 of 14 ~~15 2. Costs of Construction/Reimbursement. (a) Costs of Construction. "Cost of Construction" as used in this Agreement means the line item bids approved and accepted for District's Project (included in the bid of the lowest responsible bidder, or the next lowest responsible bidder for City's Project accepted by Cify) and in addition the following: (i) costs specified in change orders or other modifications pertaining to District's Project as approved by District; (ii) an amount equal to seven and one-half percent (7 %%) of the sum of the foregoing costs for City's overhead, management, and administration pertaining to District's Project. The parties acknowledge and agree that the foregoing amounts, with reference to the bid of the apparent lowest responsible bidder, will be calculated after acceptance of the bid by the City City shall, upon request by District, verify all such costs by originals or copies of invoices, canceled checks, or other accounting records made, received, or maintained by City relating to District's Project. Without limitation upon the foregoing, City shall, upon District's request, provide District access to, or true copies of, any and all other accounting records, invoices, canceled checks, or other documents pertaining to costs and expenses associated with District's Project. (b) Reimbursement. Districf shall pay Cify for the Costs of Construction within thirty (30) days of receipt of City's invoices (based on progress payments) for the actual Costs of Construction incurred for District's Project. City's Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 7 of 14 q UfJ 1';; invoices shall be itemized by bid item and include Administrative Costs for the period to which each invoice pertains. City shall submit invoices to District not more often than monthly. Irrespective of whether the successful bidder/contractor for City's Project (including District's Project) elects to post securities in lieu of retention pursuant to California Public Contract Code Section 22300, District shall pay City the full amount of the Costs of Construction billed by City, and shall not deduct applicable retention amounts, if any 3. Insurance. City and District, each to the other, acknowledge, covenant and warrant that they maintain or otherwise provide for public liability, Worker's Compensation, Property and Builder's Risk insurance coverage for their respective governmental operafions and that said insurance adequately covers their reasonably foreseeable respective risks under this Agreement. District has reviewed and approved the insurance requirements contained in the Contract Documents applicable to the successful bidder for City's Project (including District's Project). Without limifation upon other obligations of City hereunder, City warrants and covenants that it shall administer and enforce the insurance provisions of the Contract Documents and protect District's interests thereunder, including obtaining a policy endorsement confirming that the District is a named insured under the automobile and general liability policies. 4. Indemnification. City shall defend, indemnify, and hold harmless District, its Board of Directors, officers, employees, and agents (collectively, "District Indemnitees") from and against any and all claims, demands, suits, actions, liability, losses, damages, expenses, and costs, including attorney's fees and costs of suit (collectively, "Claims") for personal injury, including death, and for damages to property, Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 8 of 14 IDDbl5 including loss of use thereof, patent infringement, and violation of copyrights, and for construction claims and stop notices resulting, or alleged to have resulted, in any manner, directly or indirectly, from the specifications or plans prepared by City that describe City's Project (excluding District's Project) which are included in the Contract Documents, from City's inspection, testing, failure to adequately inspect or test, use, maintain, or failure to maintain City's Project (excluding District's Project), or from the negligence of, or any intentional or willful tortious act or omission to act by City hereunder, including any claims, demands, suits, actions, liability, losses, damages, expenses, and costs, including attorney's fees and costs of suit, if any, relating to the City's failure to record a Notice of Completion or Notice of Cessation prior to releasing the final payment and retention. City's duty to indemnify under fhis Paragraph 4 shall include the duty to defend as set forth in Section 2778 of the California Civil Code, provided, however, that nothing herein shall be construed to require indemnification in contravention of Section 2782 of said Code, nor shall City and/or City's contractor(s) be required to indemnify District for the sole or active negligence, or willful misconduct of District. District shall defend, indemnify, and hold harmless City, its City Council, officers, employees, and agents (collectively, "City Indemnitees") from and against any and all claims, demands, suits, actions, liability, losses, damages, expenses, and costs , including attorney's fees and costs of suit (collectively, "Claims") for personal injury, including death, and for damages to property, including loss of use thereof, patent infringement and violation of copyrights, and for construction claims and stop notices, resulting, or alleged to have resulted, in any manner, directly or indirectly, from the Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 9 of 14 \I D() 1-;; specifications or plans prepared by District, if any, that describe District's Project which are included in the Contract Documents, from District's inspection, testing, failure to adequately inspect or test, use, maintain, or failure to maintain District's Project (excluding City's Project) or from the negligence of, or any intentional or willful tortious act or omission to act by District hereunder District's duty to indemnify under this Paragraph 4 shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, that nothing herein shall be construed to require indemnification in contravention of Section 2782 of said Code, nor shall District be required to indemnify City for the sole or active negligence or willful misconduct of City 5. Notices. Any notice required, or convenient to the performance, hereunder, shall be in writing and may be given to the parties by personal delivery, or by mail (first class or equivalent), postage prepaid, addressed in the case of District as follows: Dublin San Ramon Services District 7051 Dublin Boulevard Dublin, CA 94568 Attn: General Manager and in the case of City, as follows: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attn. City Manager All writings, notices or communications shall be deemed to be served and shall be deemed to be made within five (5) working days of the date of mailing of the writing, notice or communication. All writings, notices and communications shall be addressed and directed as set forth in this paragraph. Any change of address by any Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 10 of 14 1'L't 15 party must be made by giving written notice of the change to the parties within five (5) working days of said change and in the manner as stated herein. 6. Modifications. This Agreement may only be modified by written amendment or supplement approved and executed by the parties in the same manner as this Agreement. 7. Term and Termination. This Agreement shall be effective on the date first set forth hereinabove and shall expire upon the Final Closeout of City's Project, except that the provisions of Section 4, Indemnification, shall survive said expiration. 8. ParaQraDh Headinas. Paragraph and subparagraph headings as used herein are for convenience only, and shall not be deemed to alter or amend the provisions of the paragraph or subparagraph headed thereby 9. Waiver. The waiver of any breach of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or another provision of this Agreement. 10. No ReDresentations. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no agreement, statement or promise not contained in this Agreement shall be valid or binding. 11. Enforceabilitv. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 11 of 14 \3.~l~ 12. Leaal Advice. Legal counsel for all parties has reviewed this Agreement, and no presumption or rule that ambiguities shall be construed against fhe drafting party shall apply to the interpretation or enforcement of this Agreement. 13. Attorney's Fees. If any action, proceeding or litigation is commenced arising out of or relating to this Agreement, or to enforce or collect any judgment or award then the prevailing party shall be entitled to receive, in addition to any other relief that may be granted, a reasonable amount of attorney's fees, costs, and expenses incurred in the action or fhe proceeding. 14. Jurisdiction. The Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of California. 15. DisDute Resolution. In the event of a dispute between the parties in the interpretation of any provision of this Agreement or of the performance of either party expressly or implicitly required hereunder, prior to instituting any legal proceeding or action, the party claiming shall notify the other party in writing of the nature of said dispute and request a meeting to confer regarding the resolution thereof Said parties shall meet and confer within ten (10) days of the date of said notice of dispute and shall endeavor in good faith to resolve said dispute by agreement or may provide, by written agreement, for said dispute to be resolved through mediation or binding arbitration. If such agreement, or resolution through mediation, cannot be achieved, then the parties may enforce their respective rights, as they shall determine. Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 12 of 14 14~IC 16. Amendments: Supplemental AQreements. This Agreement may be amended or supplemented by agreements of the parties approved and executed in the same manner as the original agreement. 17. Execution in Counterparts. This Agreement may be executed and delivered in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Cooperative Agreement between City of Dublin and DSRSD June 6, 2006 Page 13 of 14 bDbl5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first hereinabove written. DUBLIN SAN RAMON SERVICES DISTRICT, a public agency of the State of California By' President, Board of Directors ATTEST District Secretary CITY OF DUBLIN, a municipal corporation of the State of California By' Mayor, City of Dublin ATTEST City Clerk G:\MISCPROJ\Dougharty Rd Imp - Houston to 1-580\Utilities\OSRSD Coop Agmt Dublin Dougherty IntersectlQn,rloc Cooperative Agreement between City of Dublin and DSRSD June 6. 2006 Page 14 of 14