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HomeMy WebLinkAboutAgr 1999-10-20 (Sanitary District No. 5)TOWN OF TIBURON Mr. Skip Knauber District Manager Sanitary Dist. No. 5 P.O. Box 227 Tiburon, CA 94920 1505 TIBURON BOULEVARD - TIBURON - CALIFORNIA 94920 - (415) 435-7373 FAX (415) 435-2438 December 8, 1999 SUBJECT: MEMORANDUM OF UNDERSTANDING - MAIN STREET SEWER PIPELINE REPLACEMENT Dear Skip: Enclosed is a fully executed copy of the Memorandum of Understanding between Sanitary District No. 5 and the Town of Tiburon for the Main Street Sewer Pipeline Replacement Project. Thanks for you cooperation in this matter. Very y rs, Diane Crane Iacopi Town Clerk Enclosure cc: Town Manager Town Attorney Xc,, Town Engineer (w/copy of Agreement) Original Agreement in Toi~na Agreement File 11 MEMORANDUM OF UNDERSTANDING BETWEEN SANITARY DISTRICT NO. 5 OF MARIN COUNTY AND TOWN OF TIBURON FOR MAIN STREET SEWER PIPELINE REPLACEMENT THIS AGREEMENT is made on this 20th day of October, 1999 by and between Sanitary District No. 5 of Marin County ("District") and the Town of Tiburon ("Town"). RECITALS WHEREAS, the Town is in the process of planning to construct improvements ("Improvement Project") to a portion of Main Street in the Town of Tiburon between Upper Main Street and Tiburon Boulevard, as more specifically shown on the attached map (referred to herein as "Lower Main Street"), and the Town will be engaging a contractor to perform the work. WHEREAS, the District is in the process of planning to replace its underground sewer pipeline located along and under Lower Main Street ("Pipeline Replacement Project"). WHEREAS, the District and the Town desire to construct the Improvement Project and the Pipeline Replacement Project (collectively referred to as "Projects") at the same time to complete the Projects more efficiently and economically, and to minimize the disruption of the Projects on the businesses operating along Lower Main Street and the general public. AGREEMENT NOW, THEREFORE, the District and the Town agree.as follows: 1. District Responsibilities. The District shall do the following in connection with this Agreement: (a) Prepare Specifications for Sewer Pipeline Replacement. The District shall prepare the technical specifications and drawings ("Sewer Specifications") for the replacement of the sewer pipeline under Lower Main Street and shall provide final, complete Sewer Specifications to the Town for inclusion in the bid package for the Improvement Project. (b) Oversee and Inspect the Pipeline Replacement Project. The District shall oversee the work of the Town's contractor with regard to the Pipeline Replacement Project during the construction of the work. The District shall inspect pipeline replacement work to confirm that the contractor's work is completed and in full compliance with the Sewer Specifications. 707706.2 (c) Pay for the Pipeline Replacement Project. The District shall pay all costs associated solely with the construction of the Pipeline Replacement Project, including, without limitation, the cost of materials, supplies, services, labor, overhead and profit ("Costs"). In addition, the District will pay fifty percent (50%) of the Costs of the following items of trench surfacing work, which are Joint Costs associated with both Projects: (i) 386 linear feet by 3 feet wide brick sidewalk, totaling 1,158 square feet (ii) 42 linear feet of curb and gutter (iii) 42 linear feet by 1.5-foot wide asphalt concrete overlay, totaling 63 square feet. In the event that the Pipeline Replacement Project involves other Joint Cost items of work that are also involved in the Improvement Project, the parties will share all Costs associated with said work on an equal basis, unless the parties agree that a different allocation of costs is equitable. The process for paying the District's share of the costs is set forth in Section 2(c). 2. Town Responsibilities. The Town shall do the following in connection with this Agreement: (a) Incorporate Pipeline Replacement Project Specifications. The Town shall incorporate the Sewer Specifications provided by the District into the specifications for the Town's Improvement Project. The Town shall prepare a Bid Form that separately itemizes all components of the Pipeline Replacement Project and all components of the Improvement Project. Components of the Improvement Project in which the District will share (such as paving, sidewalk installation, and curb and gutter installation) will be included in the Improvement Project portion of the bid. The Town will provide the District with an opportunity to review and comment on the form of these documents. Additionally, Town shall prepare the special provisions for the Projects and shall provide the District with an opportunity to review and edit the special provisions as mutually agreed to by the Town and District. The Town shall provide in the contract documents that all provisions applicable to the Improvement Project shall be equally applicable to the Pipeline Project. The Town also shall require the contractor to provide warranties and indemnities for the Pipeline Project directly to the District. The Town shall require its contractor to indemnify and defend the District, its directors, officers, employees and agents for damage and injuries arising from the contractor's work under the contract and to provide adequate insurance naming the District, its directors, officers, employees and agents as additional insureds. (b) Solicit Bids and Award Contract. The Town shall advertise the contract, solicit bids and award the contract in full compliance with all applicable competitive bidding laws. The Town shall give the District the opportunity to evaluate the bids and to determine that it will not participate in the joint construction project if the bid for the Pipeline Replacement Project unreasonably exceeds the District's estimate for the work. 2 707706.2 (c) Pay for the Improvement Project. The Town shall pay the contractor for all costs pertaining to the Project. However, prior to the Town's payment to the contractor for costs for which the District is solely or partially responsible, the Town shall request that the District approve the invoice to confirm that the work for the Pipeline Replacement Project has been satisfactorily completed. The District shall respond to the Town's request promptly. The District shall reimburse the Town for all costs that are the responsibility of the District as set forth in Section 1(c) of this Agreement as progress payment invoices are submitted to the Town by the contractor. District shall pay all costs associated with the Pipeline Replacement Project and its share of the joint costs. The District shall pay the Town such reimbursement amount within twenty (20) days of District receipt of the progress payment invoice as approved by the Town and District. The Town shall pay for all costs associated with the Improvement Project, including the cost of materials, supplies, services, labor, overhead and profit, and its proportionate share of all costs for work that affects the Projects. (d) Change Orders. The Town and the District shall coordinate regarding any necessary change orders for the Projects. All change orders for the Pipeline Replacement Project shall be paid for by District, all change orders for the Improvement Project shall be paid for by Town, and all change orders that affect both Projects shall be paid for equally by the District and Town, unless the parties agree that a different allocation of costs is equitable. (e) Claims. The Town shall administer any claims submitted by contractor. The District shall reimburse the Town for all claims pertaining to the Pipeline Replacement Project and for its share of claims pertaining to the work jointly affecting the Projects based on the ratio established in Section 1(c). 3. Responsibilities of District and Town. (a) Cooperation. The District and the Town shall cooperate with each other in performing the services covered under this Agreement by, among other things, keeping each other informed of the time lines for the Projects, sharing information applicable to the Projects, and coordinating to enable each entity to perform the services required under this Agreement. (b) Indemnity. Each party shall indemnify, defend and hold harmless the other party and their respective directors, council members, officers, employees and agents from and against any and all claims of liability for injury or damage to persons or property arising from negligent acts or omissions and willful misconduct caused by each entity in the performance of services pursuant to this Agreement. (c) Term. The term of this Agreement shall commence upon the date first written above and shall terminate upon the end of the warranty period established in the contract specifications, unless the District does not participate in the construction project pursuant to Section 2(b) of this Agreement, in which case this Agreement shall terminate upon District's election not to participate in the joint procurement. 3 707706.2 (d) Notices. Each party shall designate a representative to serve as the day- to-day contact during the term of this Agreement. Unless otherwise notified in writing, the District Manager shall serve as the District representative and the Town Manager shall serve as the Town Representative. All written notices shall be sent to the addresses below: District: Sanitary District No. 5 of Marin 2001 Paradise Drive P.O. Box 227 Tiburon, CA 94920 Attn: District Manager Town: Town of Tiburon 1505 Tiburon Blvd. Tiburon, CA 94920 Attn: Town Manager (e) Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. SANITARY DISTRICT NO. 5 OF MARIN COUNTY By f President, Board of Directors ATTEST: Secretary of the District TOWN OF TIBURON By: Vice Mayor ATTEST: Town Clerk 4 707706.2 LOCATION MAP EXHIBIT A [Drawing of Main Street] 707706.2 rn x z D Y ~D V~ I~ /7Y 7 I0 10 \R ~J ST9 U~ jo, 0 c 0 z ❑ co 0 Ge Ori • w ~ • ~ . 'Gtr ~ ❑ 7