HomeMy WebLinkAbout2013-04-09 - AGENDA REPORTS - INFRASTRUCTURE REIM AGMT (2)1419=4 ON glen. 100171:7
DATE:
SUBJECT:
DEPARTMENT:
Agenda Item• 11
CITY OF SANTA CLARIT.'
AGENDA REPORT
City Manager Approval:
Item to be presented by:
April 9, 2013
INFRASTRUCTURE REIMBURSEMENT AGREEMENT
Administrative Services
RECOMMENDED ACTION
City Council:
1. Approve an Infrastructure Reimbursement Agreement with Newhall Land, and authorize an
expenditure in the amount of $318,117, plus a 20 percent contingency of $61,412, for a total
not to exceed the amount of $379,529 for the construction of median improvements.
2. Appropriate funds in the amount of $379,529 from Landscape Maintenance District Fund
(357) Balance to Account 12541-5161.013.
3. Authorize the City Manager or designee to execute this Agreement, subject to City Attorney
approval.
BACKGROUND
Villa Metro lies south of the Santa Clara River and north of Soledad Canyon Road,
encompassing the construction of small single-family homes, and was sold to the New Home
Company in late 2012.
In 2006, the City Council approved Tentative Tract Map 62322 and Conditional Use Permit
(CUP) 05-021 pursuant to Resolution 06-65 for the development of Villa Metro. As a condition
of approval for Villa Metro, Newhall Land was required by the City Council to make certain
improvements to the right-of-way, including the installation of median curbs on Soledad Canyon
Road. As a condition of the purchase and sale agreement with the New Home Company,
Newhall Land maintains the responsibility to complete these offsite median improvements along
Soledad Canyon Road.
City staff recommends to enter into an agreement with Newhall Land to construct and be
reimbursed for additional medians that are adjacent to, but not related to, the Villa Metro Project.
The additional medians requested by the City encompass the construction of raised curbs along
sections of the Soledad medians directly to the west and east of the project boundaries. By
raising the median curbs concurrent to the construction of conditioned median improvements, the
City gains the advantage of economies of scale pricing and ensures median improvements along
the portion of Soledad Canyon Road from west of Commuter Way to the Golden Valley Road
Interchange will be consistent in height.
The supplemental median improvements subject to the proposed Reimbursement Agreement
were competitively bid as a prevailing wage project by the Newhall Land Company as a separate
component of the improvements required by the City. Newhall Land has submitted
documentation to the City evidencing the cost of the supplemental median improvements, which
staff in our Capital Improvement Division has reviewed and determined to be reasonable and
appropriate.
Pursuant to the proposed agreement, the City would reimburse the Newhall Land Company an
amount not to exceed $379,529 for these supplemental median improvements. Pending approval
of this agreement, the construction of these supplemental median improvements are ready to
proceed.
ALTERNATIVE ACTIONS
1. Do not approve this Reimbursement Agreement.
2. Other action as determined by the City Council.
FISCAL IMPACT
Adequate monies are available in the Landscape Maintenance District Fund Balance (357) to
complete these proposed median improvements. Appropriate funds in the amount of $379,529
from Landscape Maintenance District Fund (357) Balance to Account 12541-5161.013.
ATTACHMENTS
Infrastructure Reimbursement Agreement
IZ-
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement") is effective as of 2013
("Effective Date") and is between the City of Santa Clarita, a Califomia municipal
corporation ("City"), on the one hand, and The Newhall Land and Farming Company, a
California limited partnership ("Developer"), and The Newhall Land and Farming
Company, Inc., a California corporation ("NLFCI"), on the other hand. City, NLFCI and
Developer are sometimes hereafter individually referred to as "Party" and collectively as
"Parties." The Parties agree as follows:
Section 1. Recitals
A. TNHC — TCN SANTA CLARITA LP, a Delaware limited partnership
("Owner"), owns or has legal interest in certain real property locates on APN 2849-027-
001, APN 2849-027-002, APN 2849-027-003, APN 2849-027-004, and APN 2849-027-
005, Parcel Map Nos. 313-073 and 294-053, which is more particularly described on the
attached Exhibit A ("Property").
B. City approved a Tentative Tract Map 62322 and CUP 05-021 pursuant to
City Council Resolution 06-65 for the development of a mixed use project known as
"Villa Metro" ("Development") on the Property.
C. As a condition of approval for Development, certain improvements to the
right-of-way, including the installation of median curbs on a portion of Soledad Canyon
Road, are required as more particularly set forth in City Council Resolution 06-05 (as so
required, the "City Conditions").
D. The City has requested that Developer or its licensed affiliate (NLFCI)
install additional median curbs and related improvements on Soledad Canyon Road
beyond what is required in the City Conditions for the Development, which additional
improvements are further described in the attached Exhibit B (collectively, the
"Supplemental Improvements") and City will reimburse Developer for the
Reimbursement Costs (as defined below). The location of the Supplemental
Improvements is shown on Exhibit C attached hereto.
Section 2. Aereement.
A. Developer agrees to install the Supplemental Improvements described in
Exhibit B consistent with the standards in the City Conditions for the Development by
July 1, 2013, 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 tomado, flood, hurricane, earthquake and inclement
weather, etc.), fires and other casualties; strikes, lockouts or other labor disturbances;
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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, the "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 $379,529 (the
"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
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Reimbursement Agreement
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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
NLFCI, 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. Prevailine Waee.
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.dr.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 firther 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.
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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.
NLFCI holds and will maintain during the term of this Agreement a California
contractor's license. To the extent any actions, duties, responsibilities, representations,
warranties or covenants of Developer hereunder require a California contractor's license
(collectively, "Licensed Actions"), the Licensed Actions shall be performed under the
authority of NLFCI.
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 Clarita.
D. 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,
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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.
E. 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 10. 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
Public Works 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, 24th Floor
Los Angeles, CA 90071
Attn: City Attorney
(213)236-0600
If to Developer: The Newhall Land and Farming Company
25124 Springfield Court, Suite 300
Valencia, CA 91355
Attn: Mr. Tom Hay
If to NLFCI: The Newhall Land and Farming Company, Inc.
25124 Springfield Court, Suite 300
Valencia, CA 91355
Attn: Mr. Tom Hay
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Section 11. Authority to Enter Into Agreement.
Each Party represents and warrants that it is legally authorized to enter into this
Agreement.
Section 12. 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 13. Severability.
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 14. 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 15. Relationship of the Parties.
The Parties do not intend by this Agreement to 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 16. Binding on Successors/Assigns: Third -Party Beneficiary: Attorneys'
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.
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Section 17. 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 18. 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 19. 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
FHE CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO
NVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT
ZEGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF
FHE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT
\CT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED
NITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION.
QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE
STRAR, CONTRACTORS' STATE LICENSE BOARD, P.O. BOX 26000,
RAMENTO, CA 95826
(Signatures on the following page.)
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LA #4812-4034-2802 v1
Reimbursement Agreement
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.
THE NEWHALL LAND AND FARMING COMPANY, INC.
a California limited partnership
By: NWHL GP LLC, a Delaware limited liability company, its General Partner
By: LandSource Holding Company, LLC, a Delaware limited liability company, its Sole
Member
By: Newhall Land Development, LLC, a Delaware limited liability company, its Sole
Member
By: Newhall Holding Company, LLC, a Delaware limited liability company, its
Manager
By:
Donald Kimball, EVP — Operations and Financial Affairs
Date:
THE NEWHALL LAND AND FARMING COMPANY, INC.,
a California corporation
Donald Kimball, CFO & Secretary
CITY OF SANTA CLARITA
KENNETH STRIPLIN, CITY MANAGER
By:
City Manager
Date:
ATTEST:
By:
City Clerk
LA #4812-4034-2802 v1
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Date:
APPROVED AS TO FORM
JOSEPH M. MONTES, CITY ATTORNEY
City Attorney
Date:
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Reimbursement Agreement
EXHIBIT A
(Soledad Canyon Road Median Improvements Aerial)
LA #481 24034-2802 v1
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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 asphalt in median and haul to an approved recycling disposal
site
2. Remove existing concrete in median and haul to an approved recycling disposal
site
3. Saw cut existing median asphalt at outside gutter line and protect in place
4 Remove existing curb and gutter without damaging the new saw cut for the future
join
INSTALLATION OF PROPOSED IMPROVEMENTS
1. Slurry under proposed curb to allow for 6" gutter installation.
2. Pour PCC curb and gutter to the proposed elevation to allow for a consistent 6'
curb face reveal.
3 . Install stamped colored concrete at median tapers and maintenance strips per City
of Santa Clarita Standards
4. Grade and balance medians as mutually agreed to with City Landscape
maintenance district
5. Raise manholes within the median to grade per City of Santa Clarita Standards
6• Raise water valve cans to grade to Water District requirements
7. Locate and protect in place all existing survey monumentation in work area
8. Install future irrigation sleeves in East bound lane of Soledad Canyon Road at
the" Speed Way" location
2 Install permanent asphalt one inch thicker than existing pavement at all trench /
patching locations after irrigation sleeve installation has been completed.
SURVEY
1. Retain professional land survey to stake median replacement curb locations as
necessary to provide elevation control for proposed curb to achieve a 6" curb face
consistently.
2. Provide written data cut sheets showing existing elevations of control points set,
calculated top of future curb from those points and the distance off set from the
future curb face (or back of curb).
LA #4812-4034-2802 A
SOILS INSPECTION
L Perform compaction testing with licensed soils consultant at required intervals per
City of Santa Clarita Standards under proposed curb and gutter location prior to
slurry and concrete placement of any type or kind.
2. Provide written compaction test results documenting observation date, time,
location, type of method used by contractor to obtain required density and the
findings of those tests.
LA #4812-4034-2802 v1
EXHIBIT C
(Description of Costs to be included in Reimbursement Costs)
EXCLUSIONS AND CLARIFICATIONS
EXCLUSIONS (see footnote 1 below):
1) Permits
21 Engineering Plan Development
31 As -built plans
41 Striping
Street grinding and/or capping
6� Traffic control in excess of the Watch Manual
71 CLWA Fees
CLARIFICATIONS FOR REIMBURSEMENT:
"Schedule of Prices"
JJ 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.
ZI 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.
41 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
LA #4812-4034-2802 v1
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 Cap.
LA #4812-4034-2802 v1
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