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HomeMy WebLinkAbout2017-016 Co. Mgr - OWASA - Interlocal Agreement for construction and installation of public sewer system le K NORTH CAROLINA ORANGE COUNTY INTERLOCAL AGREEMENT RELATING TO CONSTRUCTION OF A SEWER MAIN EXTENSION PROJECT IN THE ROGERS ROAD AREA This Interlocal Agreement is dated as of December 13 , 2016, and is entered into by and between Orange Water and Sewer Authority (hereinafter"OWASA"), a special purpose entity of local government organized under Chapter 162A,North Carolina General Statutes, and the County of Orange (hereinafter"County"), organized under Chapter 153A of the North Carolina General Statutes. WHEREAS,the County desires at its expense to construct and install a public sewer collection system project of mains and other necessary components,to provide sewer collection service to presently unserved properties in the area shown on the attached Exhibit A, (herein referred to as the"Project"), and WHEREAS,the Project is designed and intended to collect wastewater from the properties located in the presently unserved area shown on Exhibit A, attached hereto, (the "Project Area"), which is adjacent to areas presently served by OWASA, with the understanding that the wastewater collected in the Project Area will be caused to flow into the existing OWASA wastewater collection system, and be treated and may be used as reclaimed water or returned to the surface waters of the State after treatment as required by existing OWASA permits from the North Carolina Department of Environmental Quality; and WHEREAS,the County has called on OWASA, and OWASA has agreed, as County's agent to undertake certain bidding, contract award, and construction administration and observation services for and on behalf of the County, to assure that the Project is constructed and can be operated in accordance with OWASA's standards for its own system facilities; and WHEREAS, OWASA and the County wish to cooperate to assure the successful completion of this Project; NOW, THEREFORE, the parties agree as follows: 1. Purpose. The purpose of this Agreement is to establish the financial and other responsibilities of the parties for completion of the sewer main extension project to serve the Project Area, as represented in the map included in Exhibit A. 2. Bidding, Construction Administration, and Construction Inspection Phase. a. At the conclusion of the Design Phase for the Project, as that is defined in that previous Agreement between the parties dated May 19, 2015, the County shall determine and approve the service area, scope, and construction parameters for the Project, including the identification of each parcel of real estate (by PIN number) which County determines shall be served or otherwise benefitted by the Project, all subject to and in accordance with OWASA's usual design standards and system requirements. b. Using its own employees, and such engineers, consultants and sub- consultants as it deems appropriate, OWASA shall undertake to complete contract bidding and award, construction administration and observation, negotiating change orders,project certification,record drawings, and the like, and the County will pay the costs of that work, which the parties expect not to exceed $553,000 without further approval of the County, including, inter alia, the costs of OWASA's employees' work, all as necessary to complete the Project so as to allow for its connection to the OWASA wastewater collection system. Page 2 of 9 C. Before commencement of construction of the Project, the County shall obtain all easements,permits, privileges and assurances necessary for the construction and operation of the sewer system; all easements shall conform with the exclusive easements customarily required by OWASA for construction of such projects, and shall be assignable without the consent of the underlying fee owner to OWASA. Either OWASA or the County shall execute permit applications and provide necessary documentation to obtain all permits and authorizations necessary for construction of the Project improvements and connection to the existing OWASA wastewater collection system. d. Using the County's determinations described above, OWASA shall undertake as the County's agent to solicit bids, select the most appropriate bidder, and award a Contract for construction and completion of the Project. The consulting Engineer will prepare bid documents (plans and specifications) and will use OWASA's standard bidding procedures to select and contract with Contractor(s)to build the Project. e. The Contract awarded for construction and completion of the Project shall name the County as Owner of the improvements to be constructed, and as the party responsible for payment for the improvements being constructed, and shall recognize and identify OWASA as the County's agent authorized to supervise, direct, and otherwise see that the Project is completed within the terms of the Contract. All insurance, warranties, indemnities, and other obligations undertaken or benefits and coverages to be provided by the Contractor under the Contract shall inure to the benefit of both the County as Owner, and OWASA as the County's agent in all matters pertaining to or arising out of performance of the Contract, as their interests may appear. Page 3 of 9 f. The construction Contract(s) shall assign to the Contractor(s) sole responsibility for identifying and resolving any conflicts arising by reason of subsurface conditions or other utility or other improvements already in place within the Project area, and OWASA shall have no responsibility for that part of the Project work. g. The Project shall be constructed and operated as a gravity-flow system, to the extent practical, and shall provide access to every Property identified by PIN on Exhibit A to connect and be served. h. The lateral lines connecting each house to the sewer mains being constructed are not part of the Project; however, appropriate stub-out connection points shall be constructed so as to provide for access to each Property benefitted by the Project. i. Rules pertaining to the connection of each benefitted property to the Project system shall be consistent with OWASA's rules and procedures regarding connection of new properties to its existing system. j. It is understood that the expenses of connecting each home to be served to the Project improvements shall be the obligation of the property owners, and such connections shall not be part of this Project. k. Before the Project system of mains and lines is connected to the existing OWASA system, or sewer collection service is otherwise initiated, the County and OWASA shall determine how to bill, collect, and pay over to OWASA sums representing those customers' monthly service charges, availability and connection fees, which fees and charges shall be equivalent to those charged OWASA's other regular residential and non-residential customers. For so long as County shall remain owner of the Project system, it shall have the right to determine what fees and charges may be due from residential and non-residential customers, Page 4 of 9 provided the sums paid to OWASA for services to Project area customers shall be equivalent to those fees and charges paid under OWASA's regularly adopted schedule of rates, fees and charges, as amended from time to time. 1. The County shall be responsible for payment and satisfaction of all obligations arising out of the performance and completion of the Contract, due from it as Owner of the Project, and shall, through the terms of the construction contract, ensure that the Contractor indemnifies and holds OWASA harmless from claims that may arise out of the Contractor's performance or that may be made against OWASA, except for such sums as may become due upon the adjudication of gross negligence or willful misconduct on the part of OWASA's employees. To the extent authorized by law the County shall indemnify OWASA from and against claims that may arise out of the County's performance of its duties as Owner of the Project except to the extent such claims may arise from the negligence or misconduct of the Contractor or negligence or misconduct of OWASA or its employees. M. In order to ensure proper and effective Project management, OWASA shall select and shall have charge of supervision of the engineering and other consultants who shall oversee the construction of the Project. Those professional engineers and consultants shall be subject to the oversight and direction of OWASA's Engineer who shall have charge of OWASA's responsibilities hereunder. The Engineer and other consultants selected by OWASA shall report to OWASA staff, who shall work closely with County staff to ensure the County's requirements for the Project are met. In the event of any apparent conflicts between the County's and OWASA's requirements,the parties shall work together to find reasonable compromise and accommodations for the Project. In close coordination with OWASA and consistent with the need for effective Project management,the County Engineer or his/her Page 5 of 9 designated representative will have full access to the Engineers and consultants working on the Project who shall upon request meet with the County representatives or provide any information needed by the County on any aspect of the Project. OWASA will authorize the Engineers and consultants to meet with County representatives or provide any information needed by the County on any aspect of the Project. 3. Construction phase. a. The bidding procedure for the construction contract shall be administered by OWASA. County staff may observe and participate in review of bid documents and submitted bids. b. At the end of the bidding process to be conducted by OWASA as the County's agent, the Contract will be awarded and entered into by the County, with the County being named as Owner of the Project, and the party responsible for payment of all of the costs of the Project, and OWASA being named as the County's agent for Project Administration. As identified in the construction contract documents, all expenses associated with the Project shall be the final responsibility of the County. As requested from time to time by OWASA, County shall reimburse OWASA for all bidding and construction-related expenses, including OWASA's employees' services. C. In order to ensure proper and effective project management with the construction contractor, OWASA staff will administer the contract. OWASA will keep the County fully advised with respect to the construction work with regular reviews by County staff, so that any potential problem can be identified and resolved. As the contracting party the County reserves the right to intervene directly with the construction contractor should County determine such intervention is necessary to ensure continued progress on the Project. Page 6 of 9 d. The parties agree that the Project work does not include septic tank system removal or remediation of conditions resulting from the use or abandonment of septic tanks or systems. Under no circumstances shall OWASA be responsible for septic tank abandonment, removal or remediation of conditions arising out of previous use or abandonment of septic tank systems. Nor shall OWASA have any responsibility for any costs arising out of or otherwise associated with remediation, restoration, or materials removal from any areas found to be contaminated or which may previously have been used for disposal of wastes, garbage, refuse, or abandoned materials or articles. The parties recognize the possibility that changes and additional costs may be required to properly locate, collect, or dispose of such materials and remediate such areas, and that the costs therefor shall become a part of the Project expense to be paid by the County. 4. OWASA and the County will cooperate in community outreach efforts to inform and obtain the cooperation of residents of the Project area. 5. Duration of the agreement. a. The responsibilities and obligations of the parties shall continue until the Project has been completed unless terminated as specified in Section 5b of this agreement. b. The County may terminate this agreement with or without cause. If the agreement is terminated for any reason, the County agrees to pay OWASA for all Project related cost and expenses incurred by OWASA prior to termination. Should termination occur after the Project has been awarded to the Contractor County shall take reasonable steps to ensure neither County nor OWASA have any further obligation to Contractor under the terms of the contract documents. Page 7 of 9 6. The County shall allocate sufficient funds to pay for all the expenses incurred and obligations imposed within the scope of this agreement. 7. County shall be responsible for approving change orders required for the Project upon the recommendation and advice of OWASA. 8. County shall make Project payments upon recommendation and at the direction of OWASA. The County will be invoiced monthly and will reimburse OWASA in full within 30 days for all other expenses related to this project as provided in Sections 2b and 3b. In addition, the County shall also reimburse OWASA all reasonable engineering staff cost associated with its staff for overseeing and managing the Project. OWASA shall itemize all such expenses in periodic invoices billed to the County. 9. Each party will designate a single point of contact for the day-to-day administration for all aspects of this agreement for the express purpose of efficient project management. It will be the responsibility of this contact person to disseminate information to their respective organizations. 10. Both parties recognize the importance of timely reviews and approvals. Each party will use their best efforts to provide and complete responses to issues dealing with plan reviews, proposed change orders,payment, and project acceptance. 11. All amendments to this agreement shall be approved by both parties and must be in writing. 12. Both parties agree that there are many issues and details relating to the successful completion of this project which are not specifically covered in this agreement. Both parties further agree to share a guiding principle of"trust and support"with respect to successfully resolving any issues which may arise during the duration of this agreement. Page 8 of 9 The parties have entered into this Interlocal Agreement this 13d' day of December 2016. ORANGE COUNTY ORANGE WATER AND SEWER AUTHORITY Orange County Manag OW Board of Diregors, Vir Pre-audit Certification by Pre-audit Certification by County in Officer: OWASA Finance Officer: Approved as to form and legality: a �e_ ge Co ty Attorney OWASA General Counse Page 9 of 9