2006/11/28 City Council Resolution (3)RESOLUTION NO. 2006- 271
A RESOLUTION OF THE CITY COUNCIL OF ROHNERT PARK
AUTHORIZING AND APPROVING FUNDING AGREEMENT WITH
SONOMA COUNTY WATER AGENCY FOR FUNDING OF
MARTIN AVENUE FLOOD ABATEMENT PROJECT,
PROJECT NO. 2006 -03
WHEREAS, the City of Rohnert Park and the Sonoma County Water Agency
determined the need to expedite a project to alleviate periodic flooding in the Martin
Avenue business park area; and
WHEREAS, the Martin Avenue Flood Abatement Project to address said
flooding was added to the Sonoma County Water Agency's Laguna -Mark West Zone IA
FY 2007 -08 Budget.
NOW, THEREFORE, BE IT FURTHER RESOLVED by the City Council of
the City of Rohnert Park that it does hereby authorize and approve the Agreement for
Partial Funding of Martin Avenue Flood Abatement Project, by and between Sonoma
County Water Agency, a body corporate and politic of the State of California, and the
City of Rohnert Park.
BE IT FURTHER RESOLVED that the Mayor is hereby authorized and
directed to execute same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED by the City Council of the City of
Rohnert Park this 28th day of November 12006
ATTEST:
CITY OF ROHNERT PARK
-y
Mayor Tim Smith
�jq.ONNRT
BREEZE: AYE FLORES: AYE MACKENZIE: AYE VIDAK- MARTINEZ: ABSENT SMITH: AYE
AYES: (4) NOES: (0) ABSENT: (1) ABSTAIN: (0)
crt \ \fileserver \data \techw \agremnts \rp martin ave partial fnd.doc version: 11/2/2006 5:0200 PM
TW 06/07 -51
Agreement for
Partial Funding of Marlin Avenue Flood Abatement Project
This Agreement is between the Sonoma County Water Agency, a body corporate and politic of
the State of California (hereinafter "Agency "), and City of Rohnert Park (hereinafter "City ").
RECITALS
A. City's Martin Avenue Flood Abatement Project ( "Project ") consists of installing three slip -line pipes
with attached flap gates at the main outfall pipelines for the three drainage basins in the Martin
Avenue area, north of Hinebaugh Creek upstream of its confluence with the Laguna de Santa Rosa.
Attachment A provides a location map of the Project.
B. The Project is the first phase of a larger project that will include construction of three pump stations,
one on each storm drain outfall.
C. City and Agency have evaluated the serious flood and storm damage which occurs to existing
residential and commercial structures within the Martin Avenue area in the City.
D. Estimated costs for the first and second phase are shown on Attachment A. Attachment A is an
integral part of this Agreement. City is requesting $300,000 from Agency's Zone 1A fund to
partially fund the construction of the Project during the 2006 construction season. City is funding
the remainder of Project costs.
E. City owns or will acquire, and is willing to retain ownership of, any property or easements wherein
said Project will be constructed and is willing to operate and maintain said Project in perpetuity.
F. Agency and City do mutually desire to cooperate in the construction and financing of said Project.
G. City wishes to expedite construction of said Project.
H. City shall prepare all appropriate environmental documents for the Project under the California
Environmental Quality Act (CEQA).
1. City has completed design and right-of-way for the Project.
AGREEMENT
City and Agency agree as follows:
1. RECITALS
A. The above recitals are true and correct.
Agreement for Partial Funding of Martin Avenue Flood Abatement Project
2. COORDINATION
A. City shall coordinate the work with Agency's Project Manager. Contact information:
Agency
city
Project Mana er: Cordel Stillman
Contact: Darrin Jenkins
PO Box 11628
6570 Commerce Blvd.
Santa Rosa, CA 95406
Rohnert Park, CA 94928
Phone: 707- 547 -1953
Phone: 707 - 588 -2243
Fax: 707 - 524 -3782
Fax: 707 - 588 -2263
Email: cordel @scwa.ca.gov
Email: da'enkins @rpci .or
3. CM'S RESPONSIBILMES
Ci y shall coutpiete the following at its cost and expense, except to the extent of Agency funding
provided for in Sections 4 and 5 below.
A. General: City agrees to perform all work in accordance with the requirements of applicable
federal, state, and local laws.
B.: Environmental Documentation: City shall be the Lead Agency for the Project under the
requirements of the California Environmental Quality Act (CEQA) and shall prepare all
appropriate environmental documents. City shall provide a a final copy of the document.
C. Permits: City shall obtain any permits that may be necessary from utilities or regulatory
agencies for construction of the Project.
D. Eight-of-Way: City shall acquire any and all additional land or easements as necessary for
the construction of the Project.
E. Design and Surveyin : City shall design the Project including all design surveying and
construction staking.
F. Final Plans and Specifications: City shall prepare and provide Agency with a final complete
set of all Project construction documents. The 10 -year hydraulic grade line shall be drawn
on the final Project profile drawing. v
G. Insurance and Indemnification: City shall require its contractor to insure and indemnify
Agency and City using the language identified in Attachment B as the language for
insurance and indemnification requirements in the Bidding Documents and shall provide
evidence of such insurance and indemnification to Agency and City in a form satisfactory to
Agency and City. Attachment B is an integral part of this Agreement. In addition, City
shall require its consultants, if any, to indemnify, defend and insure Agency to the same
extent City requires its consultants to indemnify, defend, and insure City.
H. Bidding: City shall let Project to bid.
I. Award: City shall award construction contract to the lowest responsive and responsible
bidder unless circumstances exist that would prevent such award.
J. Construction: City shall construct the Project in accordance with the Final Plans and
Specifications.
K. Contract Administration: City shall administer the contract for construction of the Project.
L. Inspection: City shall inspect the Project.
Agreement for Partial Funding of Martin Avenue Flood Abatement Project 2
M. Notice of Completion and Record Drawings: City shall file the Notice of Completion for
construction and provide a copy to Agency within 30 calendar days of its filing. City shall
prepare record drawings showing any changes, deletions, or additions to the Project and
provide a reproducible set to Agency within 45 calendar days of filing the Notice of
Completion.
N. Title: All title to all Project facilities constructed pursuant to this Agreement shall vest with
City.
O. Operation and Maintenance: City shall accept ownership and shall operate and maintain
Project in perpetuity.
P. Records: City shall maintain complete and accurate records of all transactions in compliance
with generally accepted accounting principles for enterprise accounting as promulgated by
the American Institute of Certified Public Accountants and the Governmental Accounting
Standards Board. Such records shall be available to Agency at all reasonable times for
inspection and analysis.
Q. Statement of Costs: Within 60 days of filing Notice of Completion, or within 60 days of
decision to not award the contract, City shall submit to Agency a statement of complete
accounting of City's use of Agency - provided funding for Project.
R. Indemnification: City agrees to defend, indemnify, hold harmless, reimburse and release
Agency, its officers, agents, and employees, from and against any and all actions, claims,
damages, disabilities, liabilities and expense, including but not limited to attorneys' fees and
the cost of litigation incurred in the defense of claims as to which this indemnity applies or
incurred in an action by Agency to enforce the indemnity provisions herein, whether arising
from personal injury, property damage or economic loss of any type, that may be asserted
by any person or entity, including City, arising out of or in connection with the performance
of City hereunder, whether or not there is concurrent negligence on the part of Agency, but,
to the extent required by law, excluding liability due to the sole or active negligence or due
to the willful misconduct of Agency. Agency shall have the right to select its own legal
counsel at the expense of City, subject to City's approval, which approval shall not be
unreasonably withheld. This indemnification obligation is not limited in any way by any
limitation on the amount or type of damages or compensation payable to or for City or its
agents under workers' compensation acts, disability benefit acts, or other employee benefit
acts.
S. Invoices: City shall invoice Agency for costs authorized under this Agreement. All invoices
submitted to Agency by City shall be clearly marked with "City of Rohnert Park, Partial
Funding of Martin Avenue Flood Abatement Project, Project/ Task No. 7133 -2 and Account
No. 673202- 7193."
4. AGENCY'S RESPONSIBILITIES
A. Payment: Upon receipt of an invoice, Agency will deposit with City $300,000 which is to
finance 100 percent of Agency's share of Project's costs.
5. ADDITIONAL REQUIREMENTS
A. Excess Costs: If the Project costs exceed the total amount authorized under this Agreement,
City shall:
1) not award the Project; or
Agreement for Partial Funding of Martin Avenue Flood Abatement Project 3
2) fund Project costs in excess of the authorized amounts without additional contribution
from Agency; or
3) request additional funding from Agency. In such event, City shall submit a revised
Project cost estimate to Agency's General Manager/ Chief Engineer with a written
request, including reasons for cost overruns.
Agency is under no obligation to approve such requests. If Agency's General
Manager /Chief Engineer determines that the revised costs are reasonable and that
additional funds are available in Agency's Zone 1A accounts, Agency may, in its
discretion, amend this Agreement to increase Agency's contribution to Project pursuant
to paragraph 5.13 below. If Agency's General Manager /Chief Engineer does not so
determine, City shall proceed pursuant to paragraph 1)5.A.1) or 5.A.2) above.
Authorily to Amend Agreement: Changes to the Agreement may be authorized only by
written amendment to this Agreement, signed by both parties. Agency's General
Manager /Chief Engineer and City's Engineer /Public Works Director are authorized to
amend the Agreement provided amendments do not cumulatively increase the total cost to
the Agency by more than $25,000 and do not substantially change the scope of work.
Agency's Board of Directors must authorize any amendments or series of amendments that
exceed this authority.
C. Contract not Awarded: If contract is not awarded, paragraphs 3.I through 3.0 shall not
apply.
D. Refund of Remaining Funds: If the Project cost accounting statement submitted under
paragraph 3.Q of this Agreement demonstrates that City's use of Agency - provided funds is
less than the amounts paid to City, City shall refund difference to Agency within 30
calendar days of submitting said statement to Agency.
E. No Waiver of Breach: The waiver by Agency of any breach of any term or promise
contained in this Agreement shall not be deemed to be a waiver of such term or promise or
any subsequent breach of the same or any other term or promise contained in this
Agreement.
F. Construction: To the fullest extent allowed by law, the provisions of this Agreement shall
be construed and given effect in a manner that avoids any violation of statute, ordinance,
regulation, or law. The parties covenant and agree that in the event that any provision of
this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions hereof shall remain in full force and effect
and shall in no way be affected, impaired, or invalidated thereby.
City and Agency acknowledge that they have each contributed to the making of this
Agreement and that, in the event of a dispute over the interpretation of this Agreement, the
language of the Agreement will not be construed against one party in favor of the other.
City and Agency acknowledge that they have each had an adequate opportunity to consult
with counsel in the negotiation and preparation of this Agreement.
G. No Third -Party Beneficiaries: Nothing contained in this Agreement shall be construed to
create and the parties do not intend to create any rights in third parties.
H. Applicable Law and Forum: This Agreement shall be construed and interpreted according
to the substantive law of California excluding the law of conflicts. Any action to enforce the
terms of this Agreement or for the breach thereof shall be brought and tried in the County of
Sonoma.
Agreement for Partial Funding of Martin Avenue Flood Abatement Project 4
I. Captions: The captions in this Agreement are solely for convenience of reference. They are
not a part of this Agreement and shall have no effect on its construction or interpretation.
J. Merger: This writing is intended both as the final expression of the Agreement between the
parties hereto with respect to the included terms and as a complete and exclusive statement
of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856. No
modification of this Agreement shall be effective unless and until such modification is
evidenced by a writing signed by both parties.
K. Time of Essence: Time is and shall be of the essence of this Agreement and every provision
hereof.
L. Zone Liability: Work under this Agreement is being performed on behalf of the residents of
Sonoma County Water Agency's Laguna /Mark West Zone 1A ( "Zone "). City shall be paid
exclusively from Zone funds. City agrees that City shall make no claim for compensation
for City's services against other funds available to Agency and City expressly waives any
right to be compensated from other funds available to Agency. In addition, City
acknowledges that West's Annotated California Codes Water Code Appendix Chapter 53-8
provides that certain judgments or claims against Agency based on causes of action arising
from Zone activities may be made only from funds of that Zone.
Agreement for Partial Funding of Martin Avenue Flood Abatement Project 5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set forth below.
Reviewed as to substance:
Agency's Department Head
Reviewed as to funds:
Agency's Division Manager - Administrative
Services
Reviewed as to form:
County Co 1
Approved as to form:
City Attorney
Attest:
City Clerk
Attest:
County Clerk and ex- officio Clerk of the
Board of Directors
City of Rohnert Park
By:
MayorTim Smith
Date:
Per Reso. No. 2006 -271 adopted by the
City Council on November 28, 2006
Sonoma Cc-- -n J, Water Agei4,,'
By:
Chair, Board of Directors
Date:
Agreement for Partial Funding of Martin Avenue Flood Abatement Project 6
ATTACHMENT A
Summary of Estimated Costs
Item
Cost
Design and Environmental
$ 300,000
Right- of- Way/Easement
$ 50,000
Subtotal: Preconstruction
" $• 35Q,0(}0
Construction
$1,000,000
Inspection & Contract Management
$ 100,000
Subtotal: Construction, Inspection, and1;100,000
Contract Management
Y a
Total$1,5U,000`
J y GL S �l
Agreement for Partial Funding of Martin Avenue Flood Abatement Project A4
ATTACHMENT B
INSURANCE REQUIREMENTS FOR CONTRACTORS
(with Construction Risks)
Contractor shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the performance
of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage fnrrnnrran�a f� -,,, rr
0001). b- �� -�••�� -.- �V
2. Insurance Services Office form number CA 0001 (Ed. 1187) covering Automobile Liability,
code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
4. Coverage shall not extend to any indemnity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subsection (b) of Section 2782 of the Civil Code.
5. Course of Construction insurance covering for "all risks" of loss.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property
damage including operations, products and completed operations. If Commercial General
Liability Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this project/location or the general aggregate limit
shall be twice the reauired occnriPnaP limit
2. Automobile Li
3. Employer's Lit
4. Course of Con,
provisions.
$1,000,000 per accident fo odily injury and property damage.
51,000,000 per accident-foAodily injury or disease.
Deductibles and Self Insured Retentions
of the project with no co- insurance penalty
Any deductibles or self - insured retentions must be declared to and approved by the City. At the option
of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as
respects the City, its officers, officials, employees and volunteers; or the Contractor shall provide a
financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the
following provisions:
1. The City and Agency, their officers, officials, employees, and volunteers are to be covered as
insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed
by or on behalf of the contractor; and with respect to liability arising out of work or
operations performed by or on behalf of the Contractor including materials, parts or
Agreement for Partial Funding of Martin Avenue Flood Abatement Project B-1
. 5
equipment furnished in connection with such work or operations. General liability coverage
can be provided in the form of an endorsement to the Contractor's insurance, or as a separate
owner's policy.
2. For any claims related to this project, the Contractor's insurance coverage shall be primary
insurance as respects the City and Agency, their officers, officials, employees, and
volunteers. Any insurance or self - insurance maintained by the City and Agency, their
officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and
shall not contribute with it.
3. Each insurance policy required by this. clause shall be endorsed to state that coverage shall
not be canceled by either party, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City and Agency.
4. Coverage shall not extend to any indemnity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subsection (b) of Section 2782 of the Civil Code.
Course of construction policies shall contain the following provisions:
1. The City shall be named as loss payee.
2. The insurer shall waive all rights of subrogation against the City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANIL
Verification of Coverage
Contractor shall furnish the City and Agency with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on forms provided by the City
or on other than the City's forms, provided those endorsements or policies conform to the requirements.
All certificates and endorsements are to be received and approved by the City before work commences.
The City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Indemnification
Contractor agrees to accept all responsibility for loss or damage to any person or entity, and to defend,
indemnify, hold harmless and release City and Agency, their officers, agents, and employees, from and
against any and all actions, claims, damages, liabilities, or expenses that may be assorted by any person
or entity, including contractor, arising out of or in connection with the performance of Contractor
hereunder, whether or not there is concurrent negligence on the part of City or Agency, but excluding
liability due to City's or Agency's active negligence or willful misconduct. This indemnification
obligation is not limited in any way by any limitation on the amount or type of damages or
compensation payable to or for Contractor or its agent under Workers' Compensation acts, disability
benefit acts, or other employee benefit acts.
Agreement for Partial Funding of Martin Avenue Flood Abatement Project I-z