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HomeMy WebLinkAboutCooperative Construction and Reimbursement Agreement with SDN, LLC for Sanitary Sewer Improvements in Tradewinds SubCOOPERATIVE CONSTRUCTION AND REIMBURSEMENT AGREEMENT FOR WATER AND SANITARY SEWER SYSTEM IMPROVEMENTS IN THE TRADEWINDS SUBDIVISION 20 THIS AGREEMENT made this f day of Gt.�.�er•s �— , 2013, by and between the CITY OF MERIDIAN, a municipal corporation, hereinafter called "CITY," and SDN, LLC, hereinafter called "DEVELOPER": WITNESSETH: WHEREAS, DEVELOPER owns land inside the corporate limits of the City of Meridian and desires to construct a water and sanitary sewer system to be owned, operated, and maintained by CITY to serve DEVELOPER's property and future City of Meridian property, shown on Exhibit "A," and has requested reimbursement for a portion of the oversized water system and additional water system and sanitary system components requested by CITY; WHEREAS, upon recommendation of the Public Works Department, the City Council of CITY accepted and approved the proposal of DEVELOPER to construct the water and sanitary sewer system, subject to all conditions hereinafter provided by this Agreement; NOW THEREFORE, in consideration of the foregoing premises, CITY and DEVELOPER hereby agree: A. Preparation of Plans. DEVELOPER has prepared plans and specifications, drawings, instructions, bid proposal and all other contract documents for the construction and installation of the water and sanitary sewer system (hereinafter called "Project"). The Project shall include the following elements as shown on Exhibit "B," : 1. Approximately 200 feet of waterline upsized from 8" to 16". 2. Approximately 1000 feet of waterline upsized from 8" to 12" 3. Approximately 200 feet of 16" waterline as a dry line for future connection. 4. Approximately 30 feet of 4" sewer service to serve adjacent City property. 5. Add approach to City's adjacent site according to draft reservoir plans. The Project shall include rights-of-way, grades and elevation, and materials used in the construction and installation of said water and sewer lines. B. Final Approval of Plans. Prior to commencement of construction, CITY shall approve or reject, in its discretion, the Project plans. CITY and DEVELOPER shall acknowledge in writing the final plans, and said plans shall not thereafter be modified in COOPERATIVE CONSTRUCTION AND REIMBURSEMENT AGREEMENT — Page 1 of 12 any material way unless such modifications are approved in writing signed by CITY and DEVELOPER. C. Construction of the Proieet. 1. DEVELOPER shall install and construct the Project in compliance with and subject to all conditions provided herein. 2. DEVELOPER shall obtain and/or provide all engineering, surveying, contract administration, and/or permanent and temporary easements necessary for the construction of the Project. 3, DEVELOPER shall undertake and/or provide all testing, sampling and other normally conducted measures for quality control/quality assurance regarding any and all installed systems. 4. CITY shall provide inspection services for the construction of the Project in accordance with CITY standards. D. Solicitation of Bids. DEVELOPER shall solicit bids and publish requests for bid proposals for construction of the Project from at least three (3) properly licensed public work contractors. DEVELOPER shall award the construction contract to the lowest qualified bidder pursuant to all applicable public bidding rules as required by Idaho law after obtaining approval from CITY of successful bidder and bid amount. CITY shall reserve the right to reject all bids and/or cancel this Agreement if CITY, in its sole discretion, determines that the successful bidder or bid amount is unacceptable for any reason. E. Contract Terms. DEVELOPER shall provide CITY with a copy of the executed construction contract(s). All construction contract(s) shall include, at a minimum, the following provisions: 1. A requirement that the contractor provide payment and performance bonds naming CITY as an additional beneficiary as required by the Public Works Contractors License Act, Chapter 19, Title 54 of the Idaho Code. 2. A requirement that the successful bidder be licensed as a public works contractor. 3. A requirement that the construction of the Project shall be in accordance with the approved designs, plans, and specifications. 6. A requirement that the contractor shall maintain liability insurance insuring against bodily injury or death with limits of not less than One Million Dollars ($1,000,000.00) per person and per occurrence, and property damage with a limit of One Million Dollars ($1,000,000,00) per occurrence, naming both DEVELOPER and CITY as co -insureds. 7. A provision that the contractor shall indemnify CITY and DEVELOPER from any and all claims by third persons arising out of the performance of the contract. COOPERATIVE CONSTRUCTION AND REIMBURSEMENT AGREEMENT — Page 2 of 12 8. A provision that the contractor shall comply with all applicable laws, rules, and regulations, and that the contractor shall secure all applicable permits and pay all applicable fees, 9. A provision providing at least a two (2) year warranty on the operation and materials of the Project, which warranty shall be assignable to CITY, to be secured by the posting of a warranty surety in favor of City upon project completion in the amount of twenty percent (20%) of the total Project cost. "Total Project Cost" for purposes of this provision shall not include any amount attributable to oversized water system improvements and additional water and sewer system improvements requested by CITY. F. Conditions Precedent to Execution of Construction Contract(s). Prior to execution of any construction contract, the following conditions shall be satisfied: 1. DEVELOPER shall obtain written approval from CITY of the form and terms of such construction contract, which approval may be withheld for any reason, including but not limited to DEVELOPER's failure to obtain a construction contract that contains the provisions required by this Agreement, but which approval shall not otherwise be unreasonably withheld. 2. Any easements required for the Project or the construction thereof shall be deeded to CITY and recorded prior to construction of the Project. 3. In the event that DEVELOPER desires to record its final plat before completion of the improvements, DEVELOPER shall provide CITY with a performance surety in favor of CITY in an amount equal to one hundred and ten percent (110%) of the total contract price less the amount to be reimbursed to DEVELOPER under this Agreement. The surety shall be in the form of a bond, irrevocable letter of credit, or a cash deposit. When all DEVELOPER's contractors for the Project have been paid and CITY has acknowledged satisfactory completion of the Project, such assurance shall be released to DEVELOPER. In its sole discretion, CITY may allow the reduction of the assurance as payments of costs of the Project are made for services rendered during the course of construction. G. DEVELOPER and CITY Responsibility for Costs. Because the DEVELOPER will construct oversized water system improvements and additional water and sewer system improvements, as shown on Exhibit `B", at the request of the CITY, it is mutually agreed that the cost of the Project will be shared as depicted in Exhibit "C," subject to actual cost verification by City. DEVELOPER shall fund 100% of the cost of the Project, estimated at $ 70,865.05 with reimbursement from the CITY in accordance with the provisions of this Agreement. H, Change Orders to Construction Contract, DEVELOPER shall obtain the written approval of CITY before approving any change order to the construction contract if (a) the cost of the change order will exceed one percent (1 %) of the contract price or (b) the. cumulative total of all previously approved change orders exceeds ten percent (10%) of COOPERATIVE CONSTRUCTION AND REIMBURSEMENT AGREEMENT — Page 3 of 12 the contract price. In the event of a change order, CITY and DEVELOPER shall execute an amendment to this Agreement to record the amount of the change order to be reimbursed to DEVELOPER, if any. In the event that a change order or other amendment to the construction contract results in a cost savings, CITY and DEVELOPER shall execute an amendment to this Agreement to reflect how the cost savings will be allocated between CITY and DEVELOPER, L Completion of the Project. 1. Upon final completion of the Project, DEVELOPER shall furnish to CITY written certification that the Project has been completed in accordance with the approved plans. Within fifteen (15) days after delivery of the certificate of completion, CITY shall either accept the same or provide a written itemization of those matters it reasonably finds to be non -conforming with the approved plans, in which case DEVELOPER shall promptly cause the remediation of all non -conforming matters. 2. Upon completion of the Project, DEVELOPER shall deliver to CITY comprehensive as -built drawings for the Project in both a reproducible, printed format, on both mylar and in electronic files in AutoCAD format. 3. Upon completion of the Project, DEVELOPER shall complete all paperwork necessary to assign to CITY the contractor's two (2) year warranty of the work and materials on the Project. 4. Upon completion of the Project, DEVELOPER shall represent and warrant that the Project is free and clear of all liens and encumbrances not created by or with the written consent of CITY, J. Reimbursement to DEVELOPER. 1. Estimated Total Reimbursement. Because DEVELOPER will construct the Project, CITY shall reimburse to DEVELOPER that portion of the cost of the upsized elements and additional elements as requested by City and as set forth in this agreement. CITY shall also reimburse DEVELOPER for design fees associated with the changes and additions requested by City. The total reimbursement to the DEVELOPER estimated at $70,865.05 2. Method of Payment. To receive payment, DEVELOPER will provide CITY with a written invoice for Reimbursement. Upon receipt of such invoice, CITY will pay such invoice within thirty (30) days after receipt, provided that DEVELOPER is in compliance with all other terms and conditions of this Agreement, including, but not limited to, section J(3), below. 3. Reimbursement Payment. CITY shall make payment to DEVELOPER in two Reimbursement payments. The first payment shall be for engineering and design fees associated with CITY's requested changes and additions. Regarding reimbursement for Construction costs, adjustments based on actual costs incurred, where incurred pursuant to written change orders approved by CITY as set forth herein, will be allowed upon COOPERATIVE. CONSTRUCTION AND REIMBURSEMENT AGREEMENT— Paee 4 of 12 approval of such adjustments by City Council prior to DEVELOPER's request for the first Reimbursement Payment. CITY shall make the Reimbursement Payment upon (a) DEVELOPER's satisfactory completion of the construction of the water and sewer system improvements; and (b) DEVELOPER'S submission to CITY proof of costs and CITY's approval of such proof as substantially conforming to the estimated costs in the proposal approved by City Council. The construction Reimbursement Payment shall be subject to submittal of a Warranty Surety to the City of Meridian in the amount of 20% of the total Project cost to secure the two year warranty as required of contractor in section E(9) of this Agreement. The Warranty Surety shall be released in full after a 2 - year warranty period from the date of acceptance subject to any costs incurred by the City for rework or warranty issues during the 2 -year warranty period. K. DELETED. L. Compliance with Laws. 1. In constructing and installing the Project on and/or within its property, DEVELOPER, at its sole expense, shall comply with any and all laws, orders and regulations of Federal, State and local authorities and at DEVELOPER's sole expense shall obtain any and all licenses or permits which may be required for or in the course of the performance of this Agreement. 2. Upon connection to the City of Meridian water system, DEVELOPER shall abide by all applicable CITY laws, rules and regulations pertaining to sanitary water systems. M. Indemnification and Insurance. DEVELOPER shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, and/or injury to persons or property and losses and expenses caused or incurred by DEVELOPER, its servants, agents, employees, guests, and/or business invitees, and not caused by or arising out of tortious conduct of CITY or its employees. In addition, DEVELOPER shall maintain, and specifically agrees that it will maintain, throughout the pendency of this Agreement, liability insurance in which CITY shall be named insured in the minimum amount as specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. The limits of such insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY, and if CITY becomes liable for an amount in excess of the insurance limits herein provided, DEVELOPER covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions and/or judgments for damages and/or liability to persons and/or property. DEVELOPER shall provide CITY with a certificate of insurance or other proof of insurance evidencing DEVELOPER'S compliance with the requirements of this paragraph by filing such proof of insurance with the City Clerk. In the event the insurance minimums of the Idaho Tort Claims Act are changed, CITY shall notify DEVELOPER of such change, and DEVELOPER shall immediately submit proof of compliance with the changed limit. N. No Assignment. DEVELOPER shall not assign any portion of this Agreement or any privilege here under, either voluntarily or involuntarily, without the prior written consent of the CITY, which consent shall not be unreasonably withheld. (`nnPFR ATTVF Cn1TTCTRi1CTiON AND RF.IMRI IRSFMFNT ACn?FFMF.NT—Page 5 of 12 O. Remedies upon Default. 1. Default by DEVELOPER. In addition to such other remedies at law or in equity that CITY may have, in the event DEVELOPER fails or neglects to perform its obligations under the terms and provisions of this Agreement in the time and manner required herein, CITY may withhold any reimbursement due to DEVELOPER hereunder until such default is corrected to the satisfaction of CITY. 2. Default by CITY. In the event CITY fails or neglects to perform its obligations under the terms and provisions of this Agreement in the time and manner required herein, DEVELOPER shall be entitled to all remedies available at law or in equity. P. Attorney Fees. Should either party find it necessary to employ an attorney for representation in any action seeking enforcement of any provision of this Agreement, or to recover damages for breach of this Agreement, or to resolve any disagreement as to the interpretation of this Agreement, the unsuccessful party in any final judgment or award entered pursuant to such action shall reimburse the prevailing party for all reasonable costs, charges and expenses, including attorneys' fees expended or incurred by the prevailing party in connection therewith and in connection with any appeal, and the same may be included in such judgment or award. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. Q. Notices. Any notice desired by the parties and/or required by this Agreement shall be sent via United States Mail, registered or certified mail, postage prepaid, return receipt requested, and shall be addressed as follows: CITY: Engineering Manager City of Meridian 33 E. Broadway, Suite #200 Meridian, Idaho 83642 with copy to: City Clerk City of Meridian 33 E. Broadway Ave. Meridian, Idaho 83642 DEVELOPER: SDN, LLC Don Newel l 607 Sherrington Drive Eagle, ID 83616 I11'1lIPPR ATRIP (`()N9TR T ICTInM ANTI RRTMRT1RCFMF.NT A(iRFFMFNT—PnaP. 6 of I? Such notice shall be deemed delivered if and when delivery is accepted or three (3) days after deposit in the United States Mail. Either party shall have the right to change its address by delivering to the other party a written notification thereof in accordance with the requirements of this section. R. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho and the ordinances of the City of Meridian. S. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of this Agreement as if the exhibits were set forth in their entirety in this Agreement. T. Entire Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the transaction contemplated herein, and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. U. Definition of DEVELOPER's Property. The term "DEVELOPER's Property" in the Agreement shall mean the parcels shown on Exhibit "A" attached hereto, and more specifically all of the property included in the Tradewinds Subdivision. V. BindingEffect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, successors and assigns, and shall survive any transfer by DEVELOPER of DEVELOPER'S Property. W. Reports and Information. At such times and in such forms as the CITY may require, DEVELOPER shall furnish to CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. X. Audits and hispections. At any time during business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of DEVELOPER's records with respect to all matters covered by this Agreement. DEVELOPER shall permit the CITY to audit, examine, and copy such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Y. Construction and Severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. Z. Approval Required. This Agreement shall not become effective or binding until approved by CITY. 1(. nnn Amn TV nrn.TCTnTin'I9l11.1 ATill RTMAPT n2 QAAAFTIT A@RPPXAFNT—Pani 7 of 1) IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers the day and year first above written. DEVELOPER: SDN, LLC CITY: 4 TAMMY de RD, MAYOR Attest: CITY N\ \1J1.�nri.aCY Title 5-19-13 Date d' -;)o- 13 Date � /�P,�GD AUCLST Go�4 1 9W G !1City of EIDIAN*-- IDAHO 9 y n SEAT. f,Qofrhe TRE COOPERATIVE CONSTRUCTION AND REIMBURSEMENT AGREEMENT - Page 8 of 12 STATE OF IDAHO ) ) ss County of Ada ) On this �� day of N , 2013, before me the undersigned, a Notary Public in and for said S ate, personally appeared D j �_ , known or identified to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official the day and year first above written. C. IAOTARy Not > lic F Re ding at: --I 170mmission Ex PUBLIC STATE OF IDAHO ) ) ss County of Ada ) On this day of , 2013, before me the undersigned, a Notary Public in and for said State, personally appeared TAMMY DE WEERD and JAYCEE L. HOLMAN, known to me to be the Mayor and City Clerk of the City of Meridian, Idaho, who executed the within instrument and acknowledged to me that they executed the same on behalf of the City of Meridian IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public For Idaho Residing at: Commission Expires:_ COOPERATIVE CONSTRUCTION AND REIMBURSEMENT AGREEMENT — Page 9 of 12 EX-MBIT "A" COOPERATIVE CONSTRUCTION AND REIMBURSEMENT AGREEMENT —Page 10 of 12 - LOCUSTGNOVEROAD wo N_M'-14')194Y1$.A25'368 )2.W -W -11 -,—C)CB 2W6 NO k6 gg p= 4547' 1 Im 2621' � P I I NOPI49E4SO6I]L 59 F2' 6)Bm i.0' ow l z - Glsl -B)ADI'-30. 1. 515.53' 1�\ COMO AVENUE I '" ' 1 R If IA b ,Q 5 I20Lo , oI `m'm-g Im<�N tm Ll II NOW14'1e"E IRB.e I' j128.01'25'j g 13PW' I2 � SOD' U 19RY 195.67' g GpSC N G� n� %lig p �gng �l c? Ig &F8pro $R€ B7� 3G $ n In 1 1 I o aza $� Ag es $g=gym El£o �B a Eq S = q I g �� . $m 0 F M u J �s jP4 r 5L 19 a 7a a 2 �©= h '6&0)'- -mm' W'* -59.W'- M65 -r4 q-64 N fiT lAv 8450' SOWIrU W 259,12' DOW 5 I20Lo , oI `m'm-g Im<�N tm Ll II NOW14'1e"E IRB.e I' j128.01'25'j g 13PW' I2 � SOD' U 19RY 195.67' g GpSC N G� n� %lig p �gng �l c? Ig &F8pro $R€ B7� 3G $ n In 1 1 I o aza $� Ag es $g=gym El£o �B a Eq S = q I g �� . $m 0 F M u J �s jP4 r 5L 19 a 7a a 2 �©= EXHIBIT "B" COOPERATIVE CONSTRUCTION AND REIMEURSEMENTAGREEMENT— Page l I of 12 NIL T EF` e lI _ _ I�}I _ P�•a ; I ; �1 1 � -Hy"I $' 1 AE 1 1 1 , n fi agi .�9 .... 1 119E��EES� eca T A. (8 9t g V i -' F e' H 9$8$b sEE6gy'-e ti�5� p1 kEF ;.I �. �;Rr- mT =mom =1� � '. ..--T- m� 1 :S, E1in G•4�Z b�gtl$d �A€ 'I j iz:� •� Iw„.=Q .a k 1$1€1119 P d II I �d3 I B _•. Y � 6p'$l@5 gg� P` 8[ PVH€ 3 p' dtlp Hill, 1-I=gI8�g�§��� ggy 9 FfI2 `g €d4gxuEsf4 Fa 4 9tl4 pi � ¢l je.n ®Fk�� '3�ggg 3e4@I gg = TRADEWINDS SUBDIVISION PHASE I 10X1,w.•n _ x E>'k�$y.g MERIDIAN, IDsEm b 5,2 3 WATER IMPROVEMENT PIANS EXHIBIT "C" ('.C)C)PRRATIVR CC)NSTRTICTK)N ANT) RP.TMRTTRSF.MF,NT ACYRRRMP,NT—Pace 12 of 12 TRADEWINDS SUBDIVISION BID TABULATION FOR REIMBURSEMENT AGREEMENT FOR. WATER AND SANITARY SEWER SYSTEM IMPROVEMENTS DESCRIPTION UNIT QUANTITY UNIT PRICE REDUCTION TOTAL PRICE PER ITEM SEWER 4" SDR35, PVC Sewer Service: Pipe L.F. 36 $10.55 $0.00 $379.80 Sewer Service Connection (to manhole) _ EA, 1 $100.00 $0.00 $100.00 WATER 16" 0900 PVC Class 200 Water Pipe. L.F. 285 $39.50 $0.00 $11,257.50 Upsize 16" C900 from 8" C900 L.F. 210 $39.50 $16.95 $4,735.50 Upsize 12" C900 from 8" C900 L.F. 1245 $28.00 $16.95 $13,757.25 16" Gate Valve EA. 2 $5,100.00 $0.00 $10,200.00 Upsize 16" Gate Valve from 8" EA. 1 $5,100.00 $975.00 $4,125.00 Upsize 12" Gate Valve from 8" EA. 4 $1,740_00 $975.00 $3,060.00 16" FLG Cross EA. 1 $800.00 .$0.00 $800.00 Upsize 12" FLG Tee from 8" L.F. 5 $625.00 _ $475.00 $750.00 16" MJ 90" Elbow EA. 2 $695.00 $0.00 $1,390.00 Upsize 12" MJ 45° Elbow from 8" EA, 2 $275.00 $260.00 $30.00 16"x12" Reducer EA. 1 $400.00 .$0.00 $400.00 16'0' Reducer EA. 1 $435.00 .:$0.00 $435.00 12"x8" Reducer EA. 1 $225,00 $0.00 $225.00 MISCELLANEOUS DrlveayApproach L,S. 1 $600.00 $0.00 $600.00 Connect to Existing Water Main (See attached bid) EA. 2 $8,170.00 $0.00 $16;340.00 TOTALI I 1 $68,585.05 NOTES: 1. Quantities based on construction plans dated July 23, 2013 ENGNEEgiNG Page 1 IM INVOICE 9233 WEST STATE STREET I BOISE,ID83714 1 208.639.6939 1 FAX208.639.6930 Don Newell Original August 14, 2013 S.D.N;,LLC Balance sent via a -mail POBox 1939 Invoiced $ Eagle, ID 83616 Invoice No. 12-072-13M 6 Billing Period June -July 2,013 Coordination Meetings and Agreements KM Total This Invoice $ 2,280.00 Project: Tradewinds Subdivision Phase 1- Meridian, .ID Total Due, $ 2,280.00 Description of Services Performed for this Invoice Continue coordination with the City of Meridian on pians and reimbursement agreement. Prepare Construction Plans for water line oversizing per City of Meridian. Prepare ACHD easement. Fixed Fee Per Unit Budget Items Budget Item Original Previously Units Balance lurvey Budget/Unit Invoiced $ 220.00 Legal Descriptions 500.00 - 1 8 500.00 Subtotal Time and Material Budget Items S 500.00 Budget Item Personnel Hourly Rate Hours Total Balance Construction Plans KM $ 110.00 2 $ 220.00 MD $ 85.00 6 $ 510.00 Coordination Meetings and Agreements KM $ 110.00 8 $ 880.00 MD $ 85.00 2 $ 170,00 Subtotal Reimbursable Expenses $ 1,780.00 Item Rate Unit` Total Balance Scan to PDF $ 0.50 per sheet $ - In-house Plan Copies $ 0.15. psf $ - Is Mileage $ 0.56 per mile - Subtotal ENGINEERS I SURVEYORS I PLANNERS $