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HomeMy WebLinkAbout2017-09-26 - AGENDA REPORTS - APPROVAL OF AN INFRASTRUCTURE REIMBURSEMENT AGREEM (2)Agenda Item: 10 CITY OF SANTA CLARITA Q:° AGENDA REPORT CONSENT CALENDAR 7, CITY MANAGER APPROVAL: 1 j4 _ " DATE: September 26, 2017 SUBJECT: APPROVAL OF AN INFRASTRUCTURE REIMBURSEMENT AGREEMENT DEPARTMENT: Neighborhood Services PRESENTER: Kevin Tonoian RECOMMENDED ACTION City Council: Approve an Infrastructure Reimbursement Agreement with Saugus Holdings, LLC, and authorize an expenditure for a total amount not to exceed $213,912 for the construction of median improvements. 2. Appropriate $213,912 from Landscape Maintenance District fund balance (Fund 357) to expenditure account 12541-5161.013. 3. Authorize the City Manager or designee to execute all documents, subject to City Attorney approval. BACKGROUND The construction of an expanded storm drain beneath Railroad Avenue by Saugus Holdings, LLC, (Saugus Holdings) requires the removal of approximately one-half mile of improved landscaped medians from the intersection of Oakridge Drive traveling north towards Drayton Street. As a condition of this construction project, Saugus Holdings is required to reconstruct and install replacement landscape median improvements including new plant material and irrigation similar to median landscape improvements that extend along Railroad Avenue south of Oakridge Drive. The reconstruction of median improvements within the boundaries of this project will modernize the entire stretch of medians along Railroad Avenue and Newhall Avenue, with the exception of a half -mile section between the project site and Drayton Street. To address this matter, the City of Santa Clarita (City) has the opportunity to enter into an agreement with Saugus Holdings to Page 1 PacketPg. 52 complete additional landscape and irrigation refurbishment work along Railroad Avenue extending all the way to Drayton Street. The additional work requested by the City will encompass the removal and replacement of older plant material and irrigation infrastructure. The project will utilize landscape design documents and as -built plans previously prepared to support the installation of landscape medians along Railroad Avenue in 2014. Staff recommends entering into and authorizing a reimbursement agreement with Saugus Holdings for a total amount not to exceed $213,912 for the construction of median improvements. This amount is inclusive of $168,277 for construction of landscape and irrigation modifications; $16,800 in construction contingency; $15,000 for project management; and $13,835 for preparation of landscape design and "as -built" construction documents. This reimbursement agreement provides the City with economies of scale pricing and ensures median improvements along the entire stretch of Railroad Avenue and Newhall Avenue will be consistent in appearance. The supplemental median improvements subject to the proposed reimbursement agreement are a separate component of landscape improvements required by the City and are priced as a prevailing wage project. Saugus Holdings has submitted documentation to the City evidencing the cost of the supplemental median improvements. Special Districts' staff subsequently engaged a third -party landscape design contractor to review costs associated with the supplemental median improvement, and determined them to be reasonable and appropriate. Pending approval of this agreement, staff anticipates the construction of these supplemental median improvements to begin by the end of October 2017. This project is consistent with the beautification component of the City's Strategic Plan, Santa Clarita 2020. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT Adequate funds are available in the Landscape Maintenance District Fund Balance (357) to support the appropriation of $213,912 for the proposed median beautification improvements. ATTACHMENTS Railroad Avenue Median Improvements Aerial Railroad Reimbursement Agreement (available in the City Clerk's Reading File) Page 2 Packet Pg. 53 RAILROAD AVENUE MEDIAN LANDSCAPE RENOVATION (DRAYTON STREET TO OAK RIDGE DRIVE) MEDIAN LANDSCAPE RENOVATION U (CITY RESPONSIBILITY) Q 10.a � R O Q CL R •� N d ' Q C' E NORTF L d d 7 C d Q L R O R d' Y E t V R PROJECT SCOPE & VICINITY Q Packet Pg. 54 -�.- z MEDIAN LANDSCAPE RENOVATION U (CITY RESPONSIBILITY) Q 10.a � R O Q CL R •� N d ' Q C' E NORTF L d d 7 C d Q L R O R d' Y E t V R PROJECT SCOPE & VICINITY Q Packet Pg. 54 REIMBURSEMENT AGREEMENT This Reimbursement Agreement (Agreement) is effective as of , 2017 (Effective Date) and is between the City of Santa Clarita, a California municipal corporation (City), on the one hand, and Saugus Holdings, LLC (Developer), on the other hand. City and Saugus are sometimes hereafter individually referred to as "Party" and collectively as "Parties." The Parties agree as follows: Section 1. Recitals A. Saugus Holdings, LLC, a Delaware limited liability company (Owner), owns or has legal interest in certain real property located on Parcel Map 062646, which is more particularly illustrated on the attached Exhibit A (Railroad Avenue Median Improvements Aerial). B. As a condition of approval for the installation of an expanded storm drain beneath Railroad Avenue, certain improvements to the right-of-way, including the installation of median curbs on a portion of Railroad Avenue. C. The City has requested that Developer or its licensed affiliate install additional landscaping on Railroad Avenue beyond what is required in the City Conditions for the Development, which additional improvements are further described in the attached Exhibit B (collectively, Supplemental Improvements) and City will reimburse Developer for the Reimbursement Costs (Exhibit C) attached hereto. Section 2. Agreement A. Developer agrees to install the Supplemental Improvements described in Exhibit B consistent with the standards in the City Conditions for the Development by December 1, 2017, subject to any delays caused by the City and any Unavoidable Delays, as defined below. However, Developer shall have no liability to City or otherwise if the Supplemental Improvements are not complete by such date. As used herein, "Unavoidable Delays" means any event which causes a delay in construction of the Supplemental Improvements that is outside Developer's reasonable control, such as, for example, an act of God (including tornado, flood, hurricane, earthquake and inclement weather, etc.), fires and other casualties; strikes, lockouts or other labor disturbances; war, riots, insurrections or civil commotions; embargos, shortages or unavailability of materials, supplies, labor, equipment and systems; sabotage; vandalism; and theft. B. City agrees to reimburse Developer for the Reimbursement Costs, defined below, in accordance with section 4 below. City acknowledges and agrees that Developer shall have no obligation to maintain the Supplemental Improvements for any period of time following the completion and approval by the City of same (which approval shall not be unreasonably withheld, conditioned or delayed), nor any warranty obligation for the Supplemental Improvements, except that Developer hereby assigns to City all Developer's rights, title, and interest in and to any guarantees and warranties provided to Developer by the subcontractor or subcontractors who perform the construction of the Supplemental Improvements. Section 3. Term and Termination of the Agreement. A. The term of this Agreement starts on the Effective Date and will continue until such time as the Developer finishes the Supplemental Improvements and such Supplemental Improvements are approved and accepted by the City and the Developer has received the full amount of Reimbursement Costs. Section 4. Reimbursement. City agrees to reimburse Developer for all fees, costs and expenses incurred by Developer for the permitting, testing, construction and installation of Supplemental Improvements and all other costs described on Exhibits C and D attached hereto (collectively, Reimbursement Costs) within twenty (20) days after the City's approval of completion by the Developer of the Supplemental Improvements and submittal to City of reasonable documentation showing the actual Reimbursement Costs incurred by Developer. The total Reimbursement Costs may not exceed $213,912 (Projected Cost Cap), provided that the Reimbursement Costs may exceed the Projected Cost Cap, and City agrees to reimburse Developer for Reimbursement Costs that exceed the Projected Cost Cap, as generally described on Exhibits C and D attached hereto. In the event Reimbursement Cost exceeds the Projected Project Cap for supplement improvements as described in Exhibits C and D the City and Developer agree reimbursement of such costs will require formal City Council approval prior to remittance. Developer agrees to keep full and accurate books of account and records of such Reimbursement Costs for the term of this Agreement and to make them available to City upon request. Any portion of the Reimbursement Costs not paid to Developer when due hereunder shall accrue interest at ten percent (10%) per annum. Section 5. Indemnification. A. Developer shall cause its subcontractors to indemnify, defend, protect, and hold harmless the City, and its respective elected and appointed boards, officials, officers, agents, employees, and volunteers (collectively, City Indemnitees) from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs, and expenses of whatever nature, including reasonable attorney's fees and disbursements (collectively, Claims), which City Indemnitees may suffer or incur or to which City Indemnitees may become subject to the extent caused by or arising out of the negligent or willful acts or omissions of such contractor or subcontractor, including any negligent or willful acts or omissions of their respective employees, officers, directors, partners, members or agents, committed in performing the construction of the Supplemental Improvements prior to the City's acceptance of the Supplemental Improvements, even if a Claim based on such acts or omissions is brought against the City after the City accepts the Supplemental Improvements. B. City shall indemnify, defend, protect, and hold harmless Developer, and their respective employees, officers, directors, partners, members or agents, (collectively, Developer Indemnitees) from and against, any and all Claims which Developer Indemnitees may suffer or incur or to which Developer Indemnitees may become subject to the extent caused by or arising out of the negligent or willful acts or omissions of City, and its respective elected and appointed boards, officials, officers, agents, employees, and volunteers, committed in performing any of the services under this Agreement, including the payment of the Reimbursement Costs. Section 6. Prevailing Wage. If required by applicable state law including, without limitation Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774, 1775, and 1776, Developer must pay, or cause it subcontractors to pay, the workers performing the construction of the Supplemental Improvements prevailing wages. It is Developer's responsibility to interpret and implement any prevailing wage requirements and Developer agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from City's Engineering Division or the website for State of California prevailing wage determination at www.dir.ca.gov/DLSR/PWD. A copy of the prevailing rate of per diem wages must be posted at the job site. This Agreement is subject to state prevailing wage requirements of the California Labor Code including Sections 1770 and 1773, and the City's California Department of Industrial Relations (DIR) approved Labor Compliance Program. All covered work classifications required in performance of this Agreement will be subject to prevailing wage provisions. The Developer and its subcontractors shall pay not less than the state wage rates. Developer shall further adhere to the requirements contained in the City of Santa Clarita's Labor Compliance Program. A copy of the Labor Compliance Program is available for review upon request at the Office of the City Clerk. All pertinent state statues and regulations, including, but not limited to those referred to in this Agreement and in the City's Labor Compliance Program, are incorporated herein as though set forth in their entirety. Additionally, the Developer is responsible for obtaining a current edition of all applicable state statues and regulations and adhering to the latest editions of such. Section 7. Compliance with Law. Developer shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government, including City's Labor Compliance Program. Developer shall comply with all aspects of the National Pollutant Discharge Elimination System (NPDES) in order to prevent pollution to local waterways in connection with the construction of the Supplemental Improvements. Developer will use licensed contractors to perform all work contemplated under this this Agreement. Section 8. Insurance. A. During the entire term of this Agreement, the Developer shall cause all of the subcontractors performing the construction of the Supplemental Improvements to procure and maintain Commercial General Liability insurance, as part of the Reimbursement Costs, to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever, resulting directly or indirectly from any act or activities, errors or omissions, of such subcontractors during the construction of the Supplemental Improvements. Such commercial general liability insurance shall be maintained in full force and effect throughout the term of the Agreement and any extension thereof with the following minimum limits: A combined single limit liability policy in the amount of $2,000,000 or a commercial general liability policy with a $2,000,000 occurrence and aggregate limit. All of such insurance shall be primary insurance and, shall name the City of Santa Clarita as additional insured. A Certificate of Insurance and an additional insured endorsement (for general and automobile liability), evidencing the above insurance coverage with a company authorized to do business in California shall be submitted to City prior to commencement of the work. B. The Developer shall cause the subcontractors performing the construction of the Supplemental Improvements to procure and maintain, as part of the Reimbursement Costs, Worker's Compensation Insurance in such amount as will fully comply with the laws of the State of California and which shall insure against any loss, claim or damage arising from any injuries or occupational diseases happening to any worker employed by any subcontractor in the course of carrying out the work within this Agreement. Such insurance shall also contain a waiver of subrogation naming the City of Santa Clarity C. The Developer shall cause the subcontractors performing the construction of the Supplemental Improvements to procure and maintain, as part of the Reimbursement Costs, throughout the term of this Agreement, and any extension thereof, automotive liability insurance with coverage limits of not less than $1,000,000 combined single limit. All such insurance shall be primary insurance and shall name the City of Santa Clarita as an additional insured. D. In the event the said insurance is canceled, the Developer shall, prior to the cancellation date, cause to be submitted to the City Clerk new evidence of insurance in the amounts established. Section 9. Notices. All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement by one Party to the other shall be in writing addressed to the recipient Party's notice address set forth below. Any Party may change its Notice Address by a notice given in the foregoing form and manner. The Notice Addresses of the parties are: If to City: City of Santa Clarita Neighborhood Services Department 23920 Valencia Boulevard Santa Clarita, CA 91355 Attn.: City Manager (661)259-2489 With a copy to: Burke, Williams & Sorensen LLP 444 S. Flower Street, 241i Floor Los Angeles, CA 90071 Attn: City Attorney (213)236-0600 If to Developer: Saugus Holdings, LLC 25670 Springbrook Ave, Unit 170 Santa Clarita, CA 91350 Attn: Mr. Randy Wrage Section 10. Authoritv to Enter Into Agreement. Each Party represents and warrants that it is legally authorized to enter into this Agreement. Section 11. Interpretation. This Agreement will be construed according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the Party preparing or drafting the Agreement, or any part thereof, will be applicable. Section 12. Severabilitv. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Section 13. Waiver or Modification. Any waiver or modification of the provisions of this Agreement must be in writing and signed by the authorized representative of each Party. Section 14. Relationship of the Parties. The Parties do not intend bythis Agreementto create any agency, partnership, joint venture, trust, or other relationship with duties or incidents different from those of parties to an arm's-length contract. Section 15. Binding on Successors/Assigns; Third -Party Beneficiarv; Attornevs' Fees. This Agreement is binding upon and inures to the benefit of the respective successors and assigns of the Parties. No other person has any rights, interests, or claims hereunder or is entitled to any benefits under or on account of this Agreement as a third - party beneficiary. City does not assume any liability, duty or obligation to Developer's contractors, subcontractors or agents by execution or performance of this Agreement (other than liability to pay the Reimbursement Costs) and no contractors, subcontractors or agents or any parties are third party beneficiaries of this Agreement (other than with respect to the obligation to pay the Reimbursement Costs). If any action or proceeding is instituted to enforce or interpret any provision of this Agreement, the prevailing Party therein shall be entitled to recover its reasonable attorneys' fees and costs from the non -prevailing Party. Section 16. Governing Law; Venue. This Agreement is governed by the laws of the State of California. Any actions brought to enforce this Agreement must be brought in Los Angeles County, California. Section 17. Entire Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. This Agreement constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to the subject matter hereof. Section 18. Recordation of Agreement. This Agreement will be not be recorded with the Los Angeles County Recorder CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS' STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CA 95826 The City and Developer have caused this Agreement to be duly executed by their respective duly authorized officers or representatives as of the date first set forth above. SAUGUS HOLDINGS, LLC a Delaware limited liability company M CITY OF SANTA CLARITA KENNETH STRIPLIN, CITY MANAGER By: City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM JOSEPH M. MONTES, CITY ATTORNEY By: City Attorney Date: EXHIBIT A (Railroad Avenue Median Improvements Aerial) EXHIBIT B (Description of Supplemental Improvements) SCOPE OF WORK TRAFFIC CONTROL 1. Provide traffic control per the "Watch Manual" during approved work hours REMOVAL OF EXISTING IMPROVEMENTS 1. Remove existing shrubs in median and haul to an approved recycling disposal site 2. Remove a portion of existing irrigation INSTALLATION OF PROPOSED IMPROVEMENTS 1. Grade and balance medians as mutually agreed to with City Landscape maintenance district 2. Modify irrigation system to properly serve the revised landscaping 3. Plant new shrubs and ground cover similar to median south of Oakridge 4. Maintain existing median trees during construction period SERVICE 1. Provide Landscape Design and As -Built drawings of modified median landscape and irrigation 2. Maintain landscaped medians for 90 days EXHIBIT C (Description of Costs to be included in Reimbursement Costs) 1. Project Bid Schedule $168,277 2. Project Management $15,000 3. Landscape Design & "As -built" Documents $13,825 4. Contingency $16,800 Total $213,912 IWIN ILIMINL1WTI ►104WTI :11MEN IINL1P EXCLUSIONS (see footnote 1 below): 1) Permits 2) Engineering Plan Development 3) As -built plans 4) Striping 5) Street grinding and/or capping 6) Traffic control in excess of the Watch Manual 7) CLWA Fees CLARIFICATIONS FOR REIMBURSEMENT: "Schedule of Prices" 1) The attached "Schedule of Prices" is based on the information available and is an estimate only and not a guaranty or warranty by Developer. Among other things, quantities may change and/or unforeseen circumstances may occur (such, for example, unsatisfactory sub structure under curb, gutter, or median materials being removed or buried utilities not previously detected), which will cause additional Reimbursement Costs to be incurred (i.e., beyond the Projected Cost Cap) and payable by the City to Developer. 2) All quantities are to be field verified by both a Developer and City representative. Developer will be paid according to the unit pricing in the Schedule of Properties and final quantities. Accordingly, if the quantities vary from the estimated amounts, additional Reimbursement Costs may be incurred (i.e., beyond the Projected Cost Cap) and such additional Reimbursement Costs shall be payable by the City to Developer. 3) All work is to be performed during the normal day time hours. Night work will be an additional cost beyond the Projected Cost Cap. 4) The estimated costs anticipate that work will be authorized by the City and that Developer's subcontractors will be able to work continuously and without interruption. Any delays (whether or not caused by the City) will cause additional costs to be incurred beyond the Projected Cost Cap. 5) Any changes, supplements, additions or other modifications to the Scope of Work on Exhibit B may cause additional Reimbursement Costs to be incurred (i.e., beyond the Projected Cost Cap) and such additional Reimbursement Costs shall be payable by the City to Developer. Footnotes: 1. If any items described in the exclusions become part of the scope of work, the actual costs incurred shall be included in the Reimbursement Costs and shall be added to the Projected Cost Ca p.