HomeMy WebLinkAboutResolution 2015-007 N.C.S. 01/05/2015Resolution No. 2015-007 N.C.S.
of the City of Petaluma, California
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
COOPERATIVE AGREEMENT FOR FUNDING OF PETALUMA
FLOOD CAPACITY AND HABITAT ENHANCEMENT PROJECTS
INCLUDING PARTIAL FUNDING OF THE
CAPRI CREEK PROJECT
WITH THE SONOMA COUNTY WATER AGENCY
WHEREAS, the City of Petaluma has adopted policies calling for the development of
flood terraces and a riverfront trail system in the 1996 River Access and Enhancement Plan and
the 2008 General Plan 2025: and
WHEREAS, the City has approved a capital improvement project in the amount of
$1.100,000 for the implementation of the Capri Creek Flood Reduction and Restoration Project:
and
WHEREAS, the City of Petaluma has been awarded a grant from the Association of Bay
Area Governments through funding from the Department or Water Resources in the amount of
$825.000 for the design and construction of the Denman Reach Phase 3 project; and,
WHEREAS, the Zone 2A Advisory Committee and SCWA has approved $217,000 in
finding for the Capri Creel: Flood Reduction and Restoration Project: and
WHEREAS, the project was approved concurrently with the adoption of a Mitigated
Negative Declaration, through Resolution #2014-028 N.C.S. adopted by the City Council on
February 24, 3014: and,
WHEREAS, on February 34, 3014, the Council adopted Resolution #2014-038
authorizing the City Manager to execute an agreement with the Sonoma County Water Agency
for partial finding of the Denman Reach Phase 3 project for $513,500: and.
WHEREAS, at the request of Sonoma County Water Agency staff the two flood capacity
and habitat enhancement projects, being Denman Reach Phase 3 and Capri Creel:. have been
Resolution No. 2015-007 N.C.S. Page I
combined into a single Cooperative Agreement.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of
Petaluma hereby:
Authorizes the City Manager to Execute the Cooperative Agreement for Finding of
Petaluma Flood Capacity and Habitat Enrichment Projects, including Partial Funding of the
Capri Creel: Project with the Sonoma County Water Agency in the amount of up to $317,000
based on an agreement substantial]}' in conformance with the attached draft agreement, Exhibit
A. subject to review and approval of the City Attorney.
Under the power and authoriq conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the Foregoing Resolution was introduced and adopted by the F�pp , ed as to
Council of the Cily ul' Petaluma at a Regular meeting on the 5°i day or.lanuap, ✓/ li m:
3015. bN the following vote:
City AtlorneN
AYES: Albertson, Burrett. Magor Glass. I-Iealy. Kearney, King. Vice Mayor Miller - -
NOES: None
ABSENT: None
ABSTAIN: �NonyeA /��
ATTEST: �/�Lh--"-L—�—�----
City Clerk \ \ `T lapor
Resolution No. 2015-007 N.C.S. Page 2
Exhibit A to Resolution
DRAFT Cooperative Agreement for Funding of Petaluma Flood Capacity and Habitat
Enhancement Projects
This agreement ("Agreement') is by and between Sonoma County Water Agency, a body
corporate and politic of the State of California ("Water Agency") and the City of Petaluma
("City").
RECITALS
A. The Capri Creek Flood Capacity and Habitat Enhancement Project is described in Exhibit
A-1 and is hereinafter referred to as "Capri Creel: Project." Exhibit B-1 provides a
location map of the Capri Creek Project.
B. The Demean Reach (Petaluma River), Phase 3, Flood Capacity and Habitat Enhancement
Project is described in Exhibit A-2 and is hereinafter referred to as "Denman Reach
Project." Exhibit B-2 provides a location map of the Denman Reach Project.
C. The Capri Creek Project and Denman Reach Project are collectively known as "Flood
Capacity and Habitat Enhancement Project."
D. City and Water Agency have evaluated the serious flood and storm damage, which occurs
to existing residential and commercial structures within the Flood Capacity and Habitat
Enhancement Project areas. Water Agency's Flood Control Zone 2A Advisory
Committee recommends that the Flood Capacity and Habitat Enhancement Project be
undertaken to help alleviate the potential damage to existing residential and commercial
structures from flood or storm waters.
E. Funding for the Flood Capacity and Habitat Enhancement Project is available from Water
Agency's Petaluma River, Flood Control Zone 2A fund.
F. Estimated project costs are shown in Exhibit C. City is requesting a total of $217,000 for
the Capri Creel: Project and $512,500 for the Denman Reach Project from Water
Agency's Zone Flood Control 2A fund for these projects.
G. City owns or will acquire, and is willing to retain ownership of any property or
easements wherein said Flood Capacity and Habitat Enhancement Project will be
constructed, including acceptance of title, under a separate document. to a portion of
Water Agency property needed to construct the Denman Reach Project. City will provide
access to Water Agency for ongoing stream maintenance.
I-1. City is willing to operate and maintain said Flood Capacity and I-tabitat Enhancement
Project in perpetuity.
I. Water Agency and City do mutually desire to cooperate in the financing of said Flood
Capacity and Habitat Enhancement Project.
.I. City wishes to expedite the implementation of design and construction of said Flood
Capacity and Habitat Enhancement Project.
K. City has prepared appropriate environmental documents for the Flood Capacity and
Habitat Enhancement Projects under the California Environmental Quality Act (CEQA).
A Mitigated Negative Declaration was adopted and the Denman Reach Phase 3 project
was approved by the City Council on September 10, 2012 (Resolution No. 2013-138
N.C.S.). A Notice of Determination for the Denman Reach Phase 3 project was filed with
the Sonoma County Clerk on September 12, 2012. A Mitigated Negative Declaration was
adopted and the Capri Creek project was approved by the City Council on May 19. 2014
(Resolution No. 2014-074 N.C.S.). A Notice of Determination for the Capri Creek
project was filed with the Sonoma County Clerk on May 26, 2014.
Resolution No. 2015-007 N.C.S. Page 3
In consideration of the foregoing recitals and the mutual covenants contained herein, the
parties hereto agree as follows:
AGREEMENT
The City and Water Agency agree as follows:
1. RECITALS
2.
0
4.
1.1. The above recitals are true and correct.
LIST Or EXHIBITS
2.1. The following exhibits are attached hereto and incorporated herein:
a. Exhibit A: Project Description
b. Exhibit B: Location Map
c. Exhibit C: Estimated Project Costs
d. Exhibit D: Insurance Requirements
COORDINATION
3.1. City shall coordinate the work with Water Agency's Project Manager. Contact
information and mailing addresses:
Water Agency
Project Manager: Susan Haydon
404 Aviation Boulevard
Santa Rosa, CA 95403-9019
Phone: (707) 547-1937
Email: Susan.l-Iaydon u!scwa.ca.gov
City
Contact: Pamela Tuft
202 North McDowell Boulevard
Petaluma, CA 9495=4
Phone: (707) 778-4514
Email: ptutitc ci.petahnna.ca.us
Remit invoices to: Remit payments to:
Susan Bookinyer [Attn: Accounts Receivable]
Same address as above or 11 English Street
Email: susan.bookmyertci scwa.ca.gov Petaluma, CA 94952
CITY'S RESPONSIBILITIES
City shall complete the following at its cost and expense, except to the extent of Water
Agency funding provided for in Sections 5 and 6 below.
4.1. General: City agrees to perform work in accordance with the requirements of
applicable federal, slate, and local laws.
4.2. Environmental Documentation: City shall be the Lead Agency for the Flood
Capacity and Habitat Enhancement Projects under the requirements of the
California Environmental Quality Act (CEQA) and shall prepare all appropriate
environmental documents. City shall provide a copy of the adopted environmental
documents to Water Agency.
4.3. Permits: City shall obtain any permits that may be necessary from utilities or
regulatory agencies for construction of the Flood Capacity and I Iabitat
Enhancement Projects.
Resolution No. '_015-007 N.C.S. Page 4
4.4. RiOns-of-Wav: City shall acquire any and all property rights as necessary for
construction of the Flood Capacity and Habitat Enhancement Project, including
Water Agency property described in Recital G.
4.5. Desien and Survevine: City shall design the Flood Capacity and Habitat
Enhancement Projects including all design surveying and construction staking.
4.6. Draft Plans and Specifications: City shall prepare a draft of the Flood Capacity
and Habitat Enhancement Projects plans and specifications and shall submit one
set, along with hydrology and hydraulic calculations, to Water Agency for review
and comment. The I0 -year and 100 -year hydraulic grade lines shall be drawn on
the draft Flood Capacity and Habitat Enhancement Projects profile drawings.
4.7. Final Plans and Snecifications: City shall prepare and provide Water Agency
with a final complete set of Flood Capacity and Habitat Enhancement Projects
construction documents. Such documents shall be prepared by and signed and
stamped by, or under the responsible charge of, appropriately registered
professionals. The 10 -year and 100 -year hydraulic grade lines shall be drawn on
the final Flood Capacity and Habitat Enhancement Projects profile drawings.
4.8. Insurance Requirements and Indemnification Oblieations:
a. Insurance Requirements: City shall maintain and shall require all of its
contractors. consultants, and other agents to maintain, insurance as described
in Exhibit D. Evidence of insurance shall be submitted as specified in Exhibit
D.
b. Indemnification Obligation of City: City agrees to indemnify, hold harmless,
and defend Water Agency, its officers, agents, and employees, from and
against any actions, claims, damages, liabilities. disabilities, or expenses, that
may be asserted by any person or entity, including City, that arise out of,
pertain to, or relate to City's or its agents', employees', contractors', or
subcontractors', performance or obligations under this Agreement. City agrees
to provide a complete defense for any claim or action brought against Water
Agency based upon a claim relating to City's or its agents', employees'.
contractors', or subcontractors' performance or obligations under this
Agreement. City's obligations under this Paragraph 4.8.b apply whether or not
there is concurrent negligence on the part of Water Agency. but, to the extent
required by law, excluding liability due to conduct of Water Agency. City
shall provide legal counsel to defend Water Agency as required by this
provision. subject to Water Agency's approval, which 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, employees, contractors, or subcontractors
under workers' compensation acts, disability benefits acts, or other employee
benefit acts.
c. Indemnification Obligation of City's Consultants and Contractors:
City shall include the following language in its Consultant and Contractor
agreements awarded pursuant to this Agreement:
a) Consultant/Contractor agrees to accept all responsibility for loss or
damage to any person or entity, including Water Agency and the City,
and to indemnify, hold harmless, and defend Water Agency, the City
and each of their officers, agents, and employees. from and against any
actions, claims. damages, liabilities. disabilities, or expenses, that may
Resolution No. 2015-007 N.C.S. Page 5
be asserted by any person or entity, including Consultant/ Contractor.
that arise out of, pertain to, or relate to Consultant's/ Contractor's or its
agents', employees', contractors% subcontractors', or invitees'
performance or obligations under this Agreement.
Consultant/Contractor agrees to provide a complete defense for any
claim or action brought against Water Agency and/or the City based
upon a claim relating to Consultant's/Contractor's or its agents',
employees', contractors', subcontractors", or invitees' performance or
obligations under this Agreement. Consultant's/Contractor's
obligations under this Paragraph apply whether or not there is
concurrent negligence on the part of Water Agency and/or the City.
but, to the extent required by law, excluding liability due to conduct of
Water Agency and/or the City. Consultant/Contractor shall provide
legal counsel to defend Water Agency and the City as required by this
provision, subject to Water Agency and City's approval, which 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 Consultant/Contractor or its agents.
employees, contractors, subcontractors, or invitees under workers'
compensation acts, disability benefits acts, or other employee benefit
acts.
d. Documentation: City shall provide evidence of such insurance and
indemnification to Water Agency in a form satisfactory to Water Agency,
4.9. 13iddiny: Citv shall let Flood Capacity and Habitat Enhancement Project to bid.
4.10. Award: City shall award construction contracts to the lowest responsive and
responsible bidder unless circumstances exist that would prevent such award.
4.11. Construction: City shall construct the Flood Capacity and Habitat Enhancement
Project in accordance with the Final Plans and Specifications.
4.12. Contract Administration: City shall administer the contracts for construction of
the Flood Capacity and Habitat Enhancement Project.
4.13. Inspection: City shall inspect the Flood Capacity and Habitat Enhancement
Project.
4.14. Notice of Comnletion and Record Drawines: City shall file the Notices of
Completion for construction and provide a copy to Water Agency within 30
calendar days of filing. City shall prepare record drawings showing any changes,
deletions, or additions to the Flood Capacity and Habitat Enhancement Project
and provide reproducible set to Water Agency within 45 calendar days offiling
iling
the Notices of Completion.
4.15. Title: All title to all Flood Capacity and Habitat Enhancement Project facilities
constructed pursuant to this Agreement shall vest with City.
4.16. Oneration and Maintenance: City shall operate and maintain Flood Capacity and
Habitat Enhancement Project in perpetuity.
4.17. 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
Resolution No. 2015-007 N.C.S. Page 6
Accountants and the Governmental Accounting Standards Board. Such records
shall be available to Water Agency at all reasonable times for inspection and
analysis.
4.18. Statement of Costs: Within 60 days of filing Notices of Completion, or within 60
days of decision to not award the contracts. City shall submit to Water Agency a
statement orcomplete accounting of City's Capri Creel: Project and Denman
Reach Project costs for the following categories:
a. Design and other pre -construction costs
b. Inspection and contract administration
c. Construction costs
4.19. Invoices: City shall bill Water Agency for costs authorized under this Agreement.
with an invoice that is clearly marked with "City of Petaluma, Funding of
Petaluma Flood Capacity and Habitat Enhancement Projects, Order Number(s)
7032 (Denman Reach Project) and 7702 (Capri Creel: Project). -
5. WATER AGENCY'S RESPONSIBILITIES
5.1. Total Amount to be Funded: The total amount payable by Water Agency under
this Agreement shall not exceed $216,000 for the Capri Creel: Project and
$513500 for the Denman Reach Project.
5.2. Initial Pavment - Canri Creek Proiect: Upon execution of this Agreement and
receipt of an invoice thereof, Water Agency shall deposit with City $43,300,
which is to finance 20 percent of City's share of Capri Creek Project's costs.
5.3. Initial Pavment - Denman Reach Proiect: Upon execution of this Agreement and
receipt of an invoice thereof, Water Agency shall deposit with City $102.500.
which is to finance 20 percent of City's share of Denman Reach Project's costs.
5.4. Subseuuent Pavment: Upon award of the construction contracts, and receipt of
invoices, and receipt of evidence of insurance and indemnification required in
Paragraph 4.8:
a. Capri Creek Project: Water Agency will deposit with City $172,800, which is
to finance 80 percent of City's share of Capri Creek Project's costs.
b. Denman Reach Project: Water Agency will deposit with City $414,000.
which is to finance 80 percent of City's share of Denman Reach Projects
costs.
5.5. Review of Plans and Snecifications: Water Agency will review and comment on
draft Flood Capacity and Habitat Enhancement Project plans and specifications.
Water Agency is not responsible for engineering decisions and Water Agency's
review is not a substitute for review and approval by the engineer in responsible
charge of the Flood Capacity and habitat Enhancement Projects.
6. ADDITIONAL REOUIREMENTS
6.1. Term of Agreement: ]his Agreement shall expire on December 31, 2017.
6.2. Excess Costs: Irthe Project costs for either the Capri Creek Project or Denman
Reach Project exceed the total amount authorized under this Agreement for the
respective project, City shall:
Resolution No. 3015-007 N.C.S. Paee 7
a. not award the project that has excess costs: or
b. fund project costs in excess of the authorized amounts without additional
contribution from Water Agency; or
c. request additional funding from Water Agency. In such event, City shall
submit a revised project cost estimate to Water Agency's General Manager
with a written request, including reasons for cost overruns.
d. Water Agency is under no obligation to approve such requests. If Water
Agency's General Manager determines that the revised costs are reasonable
and that additional funds are available in Water Agency's Zone Flood Control
2Aaccounts, Water Agency may. in its discretion. amend this Agreement to
increase Water Agency's contribution to project pursuant to Paragraph 6.3
below. If Water Agency's General Manager does not so determine. City shall
proceed pursuant to Paragraph 6?.a or 6.3.b above.
6.3. Authoritv to Amend Aereement: Changes to the Agreement may be authorized
only by written amendment to this Agreement, signed by both parties. Minor
changes, which do not increase the amount paid under the Agreement, and which
do not significantly change the scope of the agreement or significantly lengthen
time schedules may be executed by the Water Agency's General Manager in a
form approved by County Counsel and by the City Manager on behalf of the City.
6.4. Contracts not Awarded: If contract for an individual project is not awarded.
Paragraphs 4.9 through 4.15 shall not apply to that particular project.
65. Refund ofRemainina Funds: If the Flood Capacity and Habitat Enhancement
Project cost accounting statement submitted under Paragraph 4.18 of this
Agreement demonstrates that Capri Creek Project or Denman Reach Project costs
are less than the amounts paid to City. City shall refund difference for the
applicable project to the Water Agency within 30 calendar days ofsubmitting said
statement to Water Agency.
6.6, No Waiver of Breach: The waiver by Water 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.
6.7. 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.
Resolution No. 2015-007 N.C.S. Paee 8
City and Water 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 Water Agency
acknowledge that they have each had an adequate opportunity to consult with
counsel in the negotiation and preparation of this Agreement.
6.8. 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.
6.9. Annlicable 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.
6.10. 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.
6.11. Merge : 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 terns 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.
6.12. Time of Essence: Time is and shall be of the essence of this Agreement and every
provision hereof.
IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the date
last signed by the parties to the Agreement.
Approved:
By:
Dan St. John, Department Director
Approved:
IN
William Ivlushallo. Finance Director
Approved as to form:
Eric Danly, City Attorney
Approved:
TW I4/15-022
Reviewed as to substance:
Water Agency General Manager
Reviewed as to finds:
By:
Water Agency Division Manager -
Administrative Services
Approved as to form:
By:
[Name]. Deputy County Counsel
Insurance Documentation is on file with Water
Resolution No. 2015-007 N.C.S. Page 9
By:
Ron Blanquie. Risk Manager
City of Petaluma
By
John C. Brown, City Manager
Date:
Attest:
By:
Claire Cooper, City Clerk
Agency
( Date)
Sonoma County Water Agency
Chair, Board of Directors
Date:
Attest:
By:
Clerk of the Board
Resolution No. '_01 5-007 N.C.S. Page 10