Loading...
HomeMy WebLinkAbout9 Attachment 3 Draft Agreement with the Town of TruckeeREIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (the "Agreement") is entered into as of , 2022 by and between Truckee Donner Public Utility District, a public agency ("TDPUD"), Truckee Donner Land Trust (TDLT), a California corporation ("TDLT"), and the Town of Truckee, a municipal corporation of the State of California (the "Town"). Section 1: Recitals A. The Town is planning on constructing a Class 1 Trail along the south side of the Truckee River at the end of South River Street ("Trail") and will include a pedestrian bridge across the Truckee River to the west end of Riverside Drive ("Bridge"), trailhead parking lot, and an extension of South River Street with a vehicle bridge. The Town will construct the Trail using local funds and private funds from the Truckee Donner Land Trust (TDLT). State grant funds may also be used, but have not been secured at the time of this contract. B. TDPUD desires to install a water line across the Bridge and along portions of the Trail alignment and areas in the vicinity of the Trail to provide a connection between South River Street and Riverside Drive C. The Truckee Donner Land Trust owns the property under the Trail and water line and is funding 75% of the Bridge, 100% of the trailhead parking lot, South River Street extension and trail connection to the Bridge. The water line will use the Bridge to cross the Truckee River. D. Town and TDPUD have determined that it will be more cost effective and efficient for the Town to construct the TDPUD water line at the same time as the Trail and then be reimbursed by TDPUD for the portion of the coordination and construction cost that is the responsibility of TDPUD. Section 2: Agreement For good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows: A. TDPUD agrees to reimburse the Town for 100 percent of the actual construction costs associated with the Truckee Donner PUD Water Line as shown in Exhibit A and attached hereto. The costs include the waterline bid items plus a percentage of the shared costs, such as mobilization, traffic control, erosion control, protecting and inspecting the TTSA sewer line, dewatering, restoration, and survey. The Truckee Donner PUD Water Line bid items include that portion of the construction project that is associated with the installation of water facilities. The estimated cost for each specific line items and TDPUD's and the Town's resultant calculated contribution rates are shown in Exhibit B. Actual costs and the fair share percentage will be based on the awarded bid. B. The Town of Truckee has retained the consultant Lumos and Associates for design of the Trail, permitting assistance, and production of the Plans, Specifications, and Engineering (PS&E) package. TDPUD has also hired Lumos and Associates to design the water line and provide specifications. TflDlTvr vcagreestgig' the water lino plans and pFeyirl The plans and specifications for the water line portion of the project shall be in the same format as the Trail plans. Lumos and Associates will incorporate TDPUD plan sheets and specifications into the PS&E package for bidding and permitting purposes. The coordination effort is anticipated to consist of adding notes for referencing TDPUD plans, table of contents coordination, word processing, and SWPPP revisions specific to the water line portion. TDPUD agrees to reimburse the Town for Lumos' fees that are attributed to the plans and specification coordination effort described above, as identified by Lumos. C. The Town of Truckee contracted with Nutt, Redfield, and Valentine (NRV) for design of the Bridge prior to the inclusion of the water line. Per TDPUD's request, NRV has incorporated the water line crossing of the Bridge in the Bridge plans. TDPUD agrees to reimburse the Town for design costs related to incorporating the water line in the Bridge plans. NRV will identify the water line costs separately in their invoices. D. The TDPUD agrees to reimburse the Town for other shared cost items associated with the project implementation, including, but not limited to, restoration monitoring, construction inspection, materials testing, pre - construction bird and nesting animal surveys, Washoe Tribe site monitor, and other construction related items that benefit both the Trail Project, Bridge, and the TDPUD water line installation. These items are anticipated to be shared based on the percentage of the non -shared construction costs that are related to the waterline construction, as estimated in Exhibit B and identified as "TDPUD's Fair Share for General Items". E. The entire project is subject to State Prevailing Wage and other related State requirements. F. Town will obtain or cause to be obtained all governmental or other permits required for the Project. Permits that would be required by both portions of the project will be a shared cost, including but not limited to the Construction General Permit, Timber Harvest Waiver, 401 permit, 404 permit, and Streambed Alteration Agreement. Permits that are unique to one project or the other will not be a shared cost. TDPUD shall reimburse the Town for 33 percent of shared permit costs, dewatering, mitigation in lieu fees, and monitoring of restoration areas. G. Town agrees to solicit bids for construction of the Trail and water line facility. The project will be bid in a manner that will allow the TDPUD water line facility costs to be easily extracted from the total bid cost. TDPUD retains the right to reject the Truckee Donner PUD Waterline bid items. The Town retains the right to reject all bids. H. After bids have been received and an apparent low bidder determined, Town shall review the bids to determine TDPUD's fair share cost and notify TDPUD of the bid amounts within 48 hours of receiving the bids.. The engineer's estimate for TDPUD's share of the project construction is $357,594, or $411,233 including a 15% contingency, included in Exhibit B. TDPUD shall notify Town in writing within 35 days of the first regularly scheduled Board meeting following the bid opening whether it wants to proceed with the construction of the waterline. Unless the Town decides to reject all bids, the Town will award the project to the lowest responsible bidder, a California licensed general contractor (the "Contractor"), who is appropriately licensed for the work relating to the Project. The Town will delete the waterline work from the contract via change order if the TDPUD decides not to move forward. TDPUD agrees to participate in and provide timely review of items related to the water line infrastructure, including, but not limited to, submittal review, responses to RFIs, meetings associated with the construction, inspections, change order authorization. The party that is primarily involved in a specific change order shall take the lead in communications with the contractor. However, project change orders associated with the water line work shall be approved and signed by both agencies prior to incorporation into the contract. J. TDPUD shall have the right to inspect all water line work. K. TDPUD agrees to make payments to the Town for its fair share of the costs. The Town will invoice TDPUD after costs are incurred. TDPUD shall reimburse the Town for final design coordination and bridge design fees outlined in Section 2B and 2C above within 30 days of receiving an invoice from the Town. The invoice is anticipated to be sent within 2 weeks of the bid opening. TDPUD shall reimburse the Town monthly once construction has commenced, based on work completed. Within 60 days of filing the Notice of Completion, the Town and TDPUD will reconcile the construction costs. L. Prior to project acceptance from the contractor, Town will consult with TDPUD to verify that the water line work is acceptable to TDPUD. M. If a claim or dispute with the contractor arises that is clearly related to a non - shared portion of the project, the responsible agency shall resolve the issue without monetary implications to the other agency. N. Town will obtain from the selected general contractor, general liability insurance, automobile liability, and workers compensation insurance in the amount approved by the Town's Risk Manger after consultation with its liability insurer. Town, TDLT,and TDPUD shall be named as additional insureds on the policies provided by the general contractor which shall be accompanied by certificates of insurance and policy endorsements. O. This agreement neither grants nor authorizes an easement for the water line. This agreement is solely for describing monetary reimbursement of the design, construction, and permitting of the water line. TDLT will consider executing the easement agreement with TDPUD as a separate agreement. If determined to be necessary by Town, Town and TDPUD shall enter into a separate license agreement on terms acceptable to both parties for waterline access across the bridge crossing. Section 3: General Provisions A. Assignment/Successors This Agreement may not be assigned without prior written approval of all parties which approval shall not be unreasonably withheld or delayed. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, administrators, assigns and successors of the parties hereto. B. Authority Each party warrants that the person executing this Agreement on behalf of the respective party is fully authorized by that party to do so. C. Notices All notices required to be given under this Agreement shall be in writing and sent by (a) first class mail, postage prepaid, in which case notice shall be deemed delivered three (3) business days after deposit in the United States Mail; (b) a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier, or (c) telecopy or similar means, in which case notice shall be deemed delivered in one (1) business day after the day it was transmitted by telecopier or similar means, provided that transmission report is generated reflecting the accurate transmission of the notices. The place for delivery of all notices given under this Agreement shall be as follows: TDPUD: General Manager Truckee Donner Public Utility District 11570 Donner Pass Road Truckee, CA 96161 Town: Town Manager Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 TDLT: Executive Director Truckee, CA 96162 or to such other addresses that any party may respectively designate by written notice to the others. D. Entire Agreement This Agreement and the attached Exhibits, which are herein incorporated into this Agreement by this reference, supersede all previous oral or written communication and contain the entire agreement of the parties to this Agreement and shall not be modified in any manner except by an instrument in writing executed by the parties or their respective successors in interest. E. Termination This agreement shall terminate after all invoices have been paid and 90 days after recordation of a Notice of Completion for the project. F. Construction The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The section headings, captions and arrangement of this instrument do not in any way affect, limit, amplify or modify the terms and provisions of this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties have prepared it. The parties to this Agreement and their counsel have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are resolved against the drafting party shall not apply to the interpretation of this Agreement. G. Waiver Waiver of any provision or of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. H. Severability In the event any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be original, but all of which taken together shall constitute one instrument. Representation This Agreement is executed voluntarily by each of the parties hereto, all of whom have been advised by independent counsel of their choice as to the content and effect of this Agreement. K. Governing Law The Agreement shall be governed by and construed according to the laws of the State of California. L. Venue Nevada County shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. TDPUD: Truckee Donner Public Utility District, a Public Agency Brian Wright, General Manager TOWN: Town of Truckee, a Municipal Corporation of the State of California as Town Manager, Jennifer Callaway TDLT: Truckee Donner Land Trust, a California Corporation By: John Svahn, Executive Director