Agreement Btwn State of Ct and Fairfield for Construction Inspection and Maintenance of Metro...

8/6/2019 Agreement Btwn State of Ct and Fairfield for Construction Inspection and Maintenance of Metro Station Utilizing Fu

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Agreement NoCORE ID #

AGREEMENTB E T W E N THE STATE OF CONNECTICUTANDTHE TOWN OF FAIRFIELDFOR TH E CON STRUCTION, INSPECTION AND M AINTENANCEOF THEFAIRFIELD METRO RAILROAD STATIONUTlLIZING FUNDS FRO MTHE SPECIAL TAX OBLIGATION BO IW S

State P ro j~ ct o. 301-136

THIS AGREEMENT, concluded at Newington, Connecticut, this day of ,2010, by and between the State of Connecticut, Department of Transportation, Joseph F. Marie,Comm issioner, acting herein by Thomas A. Harley, P.E., Bureau Chief, Bureau of Engineering andConstruction, duly authorized, hereinafter referred to a s the State, and the Town of Fairfield, John J.Sullivan Town Hall, 725 Old Pos t Road, Fairfield, Connecticut 06824, acting herein by Kenneth A.Flatto, First Selectm an, hereunto duly authorized, hereinafter referred to as the Municipality.

WITNESSETH THAT,W H E E A S , the required contract plans, specifications and estimates have been prepared bythe Municipality for improvements relative to the Fairfield Metro Railroad Station, and

WHERIZAS, said improvements include, but are not limited to, constructing a roadway fromBlackrock Turnpike to the b ridge. over METRO-NORTH (hereinafter Access Road), installing adrainage system and required site rem ediation, constructing and completing a parking lot, installingrequired and necessary lighting and o ther utilities, collectively herein identified as State Project No.301-136, and hereinafter referred to as the State-Town Project; it being understood that the State-Town Project does not include the work to be performed by the Municipality pursuant to its legallybinding instrument for the Town-Developer Project, andWHEREAS, the Office of Policy and Management (OPM) submitted a request to the State BondCommission to authorize, the issuance of Fifty-one Million Four Hundred Thousand Dollars($51,400,000) in bonds for the Department of Transportation to finance the design and construction ofvarious rail line improvements under section 2(c) of Public Act 06-136, and

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WHEREAS, pursuant to section 2(c) of Public Act 06-136, the State Bond Commissionapproved the allocation and bond authorization to the Department of Transportation at itsmeeting held on January 8 ,2 0 10, andWHEREAS, the Department of Transportation will set aside Nineteen Million FourHund red Thousand Dollars ($19,400,000) for construction of the State-Town Project, and have

those funds available.for this S tate-Town P roject in accor.dance with section 2(c) of Public Act 06-136, andWHEREAS, the Municipality has budgeted Five Million Dollars ($5,000,000) of localbond funding toward the State-To wn Project, andWHEREAS, the M unicipality shall be responsible for the co nstruction phase of the State-Town Project, which includes, but is not limited to, construction, administration, inspection, fielddens ity testing and construction engineering services in con junctio n therewith, andWHEREAS, the Municipality has previously approved a bond resolution and a Three Party

Agreement in 2003 au thorizing this S tate-Town Project and author izing associated State-Municipalgran t in aid agreements to be accepted, discharged and entered to by the First Selectman, andWHEREA S, the Mu nicipality has obtained approved local and state perm its to proceed withthe improvements relative to the Fairfield Metro Railroad Station, and

. .WHEREAS, section 13b-4(8) of the Connecticut ~ e n e r a lStatutes, as revised,.authorizes, t h e Commissioner of Transportation to 'cooperate,with local agencies performing activitiesrelating to transportation.

NOW, THEREFORE, KNOW Y E THAT:THEPART IES JXERETO AG REE A S FOLLOW S:. .

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-. ' THE MUNICIPALITY SHALL:. (1) Designate.an ind ivi du alt o act as liaison with the State to provide for the proper , .exihange o f information during theconstru ction pha seof the State-Town Project and all adtivities

. related thereto. T he lia ison will be responsible for coo rdination w it h m unicipal agencies,moniioring the progress of co nstruction, and assuring conform ance with small business enterpriserequirements.

. .(2) Perform or have by consultantsall the activities necessary to' accomplish. t h e construc tion phase o f the S ta te-Town pro ject. The ~ u n i c i ~ a l i t ~ereby acknowledges andagrees to comply with .the guide lines stipulated in the O ffice Of Policy and M anagem ent's General

, Letter No. 97-1, dated No vemb er 21, 1996 when a rchitects, engineers, and/or consultants are.retained. G eneral Letter No. 97-1 i s attached hereto and hereby made a part o f this Agreement.. .


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(3) Assume full legal responsibility for the accuracy of all products of its work or that ofthe consultant engineer of record or other assistants under this Agreement and so indicate by havingthe signature and the Connecticut Professional Engineer's Seal of the municipal engineer and/or itsconsultant engineer in charge of the work performed under the terms of this Agreement affixed onthe title sheet(s) of all plans and/or documents. In addition, the title sheet(s) of all plans and/ordocuments will be signed by the authorized individual within the Municipality responsible forreceipt of "officiiil notices".

(4) . Award ten percent (10%) of the construction contract bid amount and consultantinspection services to a Small Business Enterprise (SBE), as certified by the ConnecticutDepartment :of Administrative Services. The Municipality also acknowledges and agrees to complywith "Special Provisions, Small.Contractor and Small Contractor Minority Business ~ n t e r ~ r i s e ~(Set Aside)" dated March, 2001, insofar as the State-Town project is concerned, a copy of which isattached hereto and made a part of this Agreement... (5) ~drninisterhe construction activities associated with the State-Town Project andperform the construction phase of the State-Town Project utilizing municipal forces or contractors

hired through a competitive bidding process. If contractors are retained by the Municipality, theMunicipality is solely responsible for making payments to said contractors.(6) Upon receipt of construction bids, review all bids for accuracy and conformance tobidding inst'mctionsand determine the responsible low bidder.. .(7) Deliver to the State, prior to the commencement of the construction activities, thefollowing items as applicable:(a> Documentation that adequate funding is available to construct the State-TownProject.(b) List'of all bidders with names of bidders and total bid amount.(c) Recommendation of award of the c6nstruction contract to the responsible lowbidder.(dl Written justification for awarding the construction contract to any bidder other thanthe 1owest bidder.( 4 A schedule of progress and time chart for the State-Town Project.( ) A complete statement of the origin and manufacturer of any manufactured materials

to be used in the construction phase of the state- own Project. In conjunctiontherewith, the "Anticipated Source of Material - CON 83" form will be providedbythe State.(g) Contractor's "SBE Participation Approval Request" form, which is attached to andmade a part of this Agreement.


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fi) Contractor's Certification of Compliance with Connecticut General Statute section3 1- 57b, which i s attached to and made a part of this Agreem ent.(8) Make no change which will increase the cost of the S tate-Town Project and m ake'nochange that will. alter the term ini, character or scope of work of the St ate -T om Project without

prior State approval. In addition, the Municipality shall not grant any contract time extensionswithout advance State approval.1 (9) -Provide administration, inspection, field density testing, and constructionengineering services during the construction phase of the State-Tow n Project. Th e constructionengineering service s may include, but not be limited to, consultation, advice, visits to the work siteand such des ign se rvices as may be required. The ~ u n k i ~ a l i t ~hall also submit to the state forreview and approval, the narne(s) and qualifications of the individuaI(s) responsible for'the'administration and inspection of the State-Town Project prior to awardingof bids for the State- 'Town P roject.

(10) - Cooperate fblly with the S tate and'.@xmit he State to review, at any time, all workperformed under the term sof this A greement.(I 1) Agree that if at any time during the construction phase of the State-Town Project,the State determines that the administration of the State-Town Project by the M unicipality is notadequate, the State may take over or supplement said administration of the State-Town Project.The additional costs associated with this action will be considered part of the State-Town Projectand will be fimded by reducing the amount indicated in Article (32) - Item "B"- Incidentals toConstruction-Municipal Services accordingly to cover said State costs.(12) Obtain for the contractor(s).,. he right to enter into and pass over and utilize the

right-of-way owned by th e Municipality and other interested parties, as m a y be required for theconstruction phase of the State-Town Project.. .

(13) Document expenses .b y recording all contractor's costs, consultant fees and allmunicipal costs including payroll hours on time sheets, material purchases (including bills), andequipment charges. Equipm ent rates will be based on a municipa l audit, if available, acceptable to. the State. ' In the- absen ce:of acceptable rhunicipa'l rates, th e rental ra te sh al l be established inaccordance with section 1.09.04jd) of the "State ofConnecticut, ~ e ~ a r t m e n tf ~ r a n s ~ b r k t i o n ,Standard Sp ecificitions for Ro ad s, Bridges,. and Incidental Construction - Form 8.16," andSupplemental specifications, as revised.

(14) Pa y one hundred percent (100%) of all construction costs which are the result oferrors an d o r omissions, solely of the Municipality or the consultant engineer of -record, in thecontract plans, specifications and estimates, or due to inadequate adrni ni~ tr~t 'ion,nspection andorconstruction engineering services.(15) Reim burse the S tat e fo i all State-Town Project related expenditures incurred in theevent the Municipality cancels the State- own Project without "good cause." However, theMu nicipality may request cancellation of the State-Town Project, an d if determined by the-State to


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THE STATE AND MUNICIPALITY MUTUALLY AGREE:

(23) That the bond authorization in the amount of Nineteen Million Four HundredThousand Dollars ($19,400,000) shall be the maximum participation by the State, which includesthe cost of Three Hundred ~ h o u s a n d ollars ($300,000) for State provided services and NineteenMillion Chi Hundred Thousand Dollars ($19,100,000) for reimbursement to:.theMunicipality forthe State-Town Project. Any and all addtional costs for the State-Town Project will be theresponsibility of the M unicipality. The Municipality shall not use any of the Nineteen Million O n eHundred Thousand D ollars ($19,100,000) for other than the State-Town Project.

(24) -Tha t the final. payment by the S tate to the Municipality shalI be based upon th eactual participating construction costs as determined by a post-construction audit, using t h e h d i n glimits established in this Agreement. The ~ u n i c i ~ a l i t ys also required to perf6rm an aidit in.accordancewith Article (7) of Exhibit A.. (25) That the plans, specifications, and estimates prepared and approved by the M unicipa lity

and reviewed by the State- ave been incorporated in the State-Town Project contract documentscurrently being prepared by the ~ u n i c i ~ a l i t yor bidding the State-To%:Project pursuan t to th is-Agreement. Before ' completion of the construction phase of the Sta te-T om : ,Project, theMunicipality, in concert with th e S tate, shall perform semi-final and final inspections of the' State-Town Project. The State will be notified at least fiie (5) days in advance of such inspections, in . .writing, by -theMunicipality..

. . .(26) hat 'k ith respect to. the Municipality's obligations under this Agreement that th eMunicipality perform s or engages a prime contractor to perform, and also .those performed for the. Municipality by.subcontractors of the prime contractor, the Municipality will be required to carry,

and-shallensure that its prime contractor and any subcontractor(s) performing work in conjunction . . . .with- he State-Town Project sha ll carry, for the duration of this Agreement and any supplementsthereto, with the State being named as an additional insured party for paragraphs (a) and (b) below,the -followingminimum liability insurance coverages at no direct cost to the S tate. In the event theMunicipality secures excess/umbrella liability insurance to meet the minimum requirementsspecified in paragraphs (a) and/or @) below, the State shall benarned a s an additional insured. Said- coverages shall be provided by an insurance company or.compan iessatisfactory to the State; exceptthat;with respect fo work performed directly.md'xclusively by the M unicipality, the Municipalitymay requ est the Sta te to accept coverage provided under ii municipal seIf insurance program.

(a) The Municipality shill cany Commercial General Liability Insurance, includingContractual Liability Iniurance, providing for a total lim it of O ne illi ion Dollari. .($1,000,000) for all darnages arising out of bodily injuries to:oi.death o fa ll persons..in any one accident.or occurrence, and for all damages arising out of injury to or.destruction .ofprop erty in any one accident or occurrence, 'and, subject'to 'that limitp.er accident, a total (or aggregate) limit of Two Million Dollars ($2,000,000) for all

. . damages a rising out o f bodily injuries to .or death o f all persons .in ,all accidents oroccurrences and out of injury to or destruction of property during the policy period,and


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(b) The Municipality shall can y Au tomob ile Liability Insurance f or the operation of allmotor vehicles, including those hired or borrowed, used in connection with thisAgreement providing for a total limit of One Million Dollars ($1,000,000) for alldamages arising out of bodily injuries to .or death of all persons in any one accidentor occurrence, and for all damages arising out of injury to or destruction of propertyin any one accident or occurrence. In cases where an insurance policy shows anaggregate limit as part o f the automobile liability coverage, the aggregate limit mustbe at least Two Million Dollars ($2,000,000);

The Municipality shall produce, within five (5) business days, a copy or copies of allapplicable insurance policies when requested by the State. In providing such policies, the~ u n i c i ~ a l i t yay redact provisions of the policy that are proprietary. This pro visionshall survivethe suspension, expiration or termination of this Agreement fo ra of sixty (60) months.. .(27) That when the ~g r e e m e n t equ ees w ork on, over or under the right of way of anyrailroad com pany, the .Municipality shall prov ide, w ith respect to the operations that it, its prime ' .contractor,' or any subcontractor(s) thereof perfom(s) under the Agreement, Railroad Protective

Liability Insurance foi and on behalf of the railroad company as named insured, and the Statenam ed as additional insured, providing for coverage limits of (1) not less than T wo M illion Dollars($2,000,000) for a l l damages arisin g out o f any one accident or occw&ce, in connection withbodily injury or.d eath .md /or injury to of destruction of and (2) subject to this limit peraccident, a total (or aggregate) limit of Six M illion D ollars ($6,000,000) for all injuries to personsor property during the policy period.. If such Insurance is required, the M unicipality shall obtain andsubmit the minimum coverage indicated above to the State prior to the commencement of rail-related work and/or activities and Shall maintain coverage un til' the work and/or activities islareaccepted by the State.. (28) .. (a) That the State, o n written notice, may, in its sole discretion, suspend, postpone,

o r terminate th is ~ ~ r e e m e n t ,nd such action s hil l in no event be deem ed.a breach o f contract.An y such Bction m& betak en by the State fo rit s own convenience' . (b ) 1f the State terminates this Agreem ent pursuant tot hi s A rticle, the State shallreimburse the Municipality (subject io th e limitations set forth in Article (23) of this.Agreem ent) at the contract unit prices for the actual num ber of units or items of work completedto the effective date of termination, or as m ay be agreed upon by the parties fo r items of workpartially completed. No claim for loss o f overhead o r anticipated profits shall be allowed .

(29) That U l i s Agreement shall bet erm ina ted upon mutual consent of the Municipality andthe state 'upon satisfactory completion of the conditions of this Agreement. This ~ ~ i e r n e n tanalso be terminated by the state if 'no n-c ~m plia nce ' ith the t e rm so f- his Agreement occurs.Termination of th e Agreem ent shall not relieve the Municipality. or its kintractor of itsresponsibility for the completed wo rk, nor - shall it relieve the contractor, its surety or theMunicipality of its obligations concerning any claims arising 'out of the work performed or anyobligations existing under bonds o r insurance requ ired by the Connecticut General Statutes or by 'this o r any other agreement with the Sta te or Mun icipality.


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(30) That any official notice from one such party to the other such party, in order for suchnotice to be binding thereon, shall:

(a) Be in writing addressed to:

(i) When the State is to receive such notice -Com missioner of T ransportationConnecticut Department of Transportation2800 Berlin TurnpikeP.O. Box 317546Newington, C onnecticut 06.1 1-7546;

(ii) W hen the ~ u n i c i ~ a l i t ys to receive such notice -. . . .First Selectman . 'Town ofFairfield . .John J. :Sullivan Independence H all

725 Old Post RoadFairfield, ~onnedticut6824; ' . ' . . .. . .. . . . .(b) Be deliveredin person or be mailed by the un ite d. States Postal ~L rv ice "CertifiedMail" to the address recited herein as being the address. of the party to receive suchnotice; and

(c) Contain complete and ~ c c u a t enformation in. ufficient detail to properly andadequately identify and -descr ibethe subject matter thereof.The te-m "official notice," as used herein, shall be construed to include, but -notbe limitedto, any request, demand, authoriza tion, direction, waiver, ahdlor consent o f the partyties) i s well asany docurn&t(s) provided, pe rmitted, or required f o i the making or ratification of any change,revision, add ition to, or d eletion fiom , the docum ent, contract, or ag reem ent in which this "officialnotice" specification is co ntained.Further,. it is understood and agreed that,nothing hereinabove contained shall preclude the

parties hereto from subsequently agreeing, in writing, to designate alternate persons (by name, title,. and 'iffiliati&) to which such notice(s) is(are) t o be addressed; a1ternaie:means of conveying such. . .. notice(s) to the particular party(ies);. andlor alternate lo'cations to wh ich the delivery of suchnotice ts) is(are) to be mad< provid ed such subsequent *eement(s) is(are) concluded pursu&t to

' the adherence to thls specification.. .


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(31) That the State shall reimburse the Municipality for approved construction, advertising,construction.engineering services, participating contract items and contingencies, inspection andadministrative costs in accordance with the Articles (20), (23) and (32) of this Agreement.Reimbursement will be made in the following manner:(a) The Municipality,. on a monthly basis, during active construction periods, shall

submit to the State on an appropriate State voucher form titled "Invoice andSummary Processing Form (ISP)" with supporting data, the cost of sel-vices renderedwith supporting data, the cost of services rendered and expenses incurred for thebilling period. Municipal costs shall be limited to the actual payroll for the State-Town project; fringe benefits associated with payroll and d k c t cost charges for the. .State-Town Project.

@)Upon review and approval of the voucher by the State, payment o f thereimbursement of said costs and expenses shall be made to the Municipality within. ' sixty (60) days of submission.

(32) That the total estimated cost for the construction phase of the State-Town Project isTwenty-nine Million Six Hundred Forty-three Thousand Five Hundred Sixty-four Dollars($29,643,564), which includes anticipated expenditures of up to Three Hundred Thousand Dollars($300,000) for services to be provided by the State.. . ThIhe maximum amount of reimbursement to the Munjbipality..under the terms of UlisAgreement is Nineteen Million .One ~undred hou sa nd o l l a r s$1 9,100,000). . .

. .. . ' ESTIMATED CONSTRUCTION COSTS

State Project No. 301-136A. Contract Items and Contingencies................... ; ...................................B. Incidentals to Construction-Municipal Services.........................................

.

C. Total Municipal Cost (A+B).... ........................................................... D. Incidentals to Construction-. State Materials Testing.. .................................E. . Incidentals to Construction- State Administrative.Oversight & Audits.. ............F. . Total Incidentals to construction-State(D+E). :. . . ;. ...:................,....:.G. -TotalParticipating Construction Cost (C+F) .......................................... .H. Total Non-Participating Construction Costs ............................................I. Total Estimated Construction Costs (G-tH) ............ '. ..........................:J ~ o t a ltate Participation of Construction Costs (100% of G). ..............K. ~aximurn mount of Reimbursement to the Municipality (100% of C). ............


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(33) That this Agreement shall not be effective unless and unti l the ~ u n i c i ~ a l i t ~nd itsdeveloper have entered into a legally binding instrum ent and -41e Municipa lity has received from thedeveloper h d s n the amount of $4.4 million in cash, together with all necessary conveyances,easements and the assignm ent of two Conservation bonds for the Tow n-Developer Project.(34) That the State assumes no liability for payment under the term s of this Agreementuntil the Municipality is notified, in writing, by the State that said Agreement has been approved bythe Attorney General of the State of Connecticut.(35) . That the Agreement itself is not an authorization for the Municipality to providegoods o r be gn i n any way. T h e Municipality may provide goods or beginperformance on ly after it has received a duly issued pu rch as e order against the Agreement. AMunicipality providing goods or commencing performance without a duly issued purchase order inaccordance with this Article does so at the Municipality's ow n risk. . .The s ta te shal l i ssue a purchase order against th e ~ ~ r e e r n e n tirectly to theMunicipalityand to no otherparty.


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IN WITNESS WHE REO F, the parties hereto have set their hands and seals on the day and yearindicated.

Name: PATRICIA b. PWUEGF

j&4ALw-N&e: Lau r e n ?anham

STA TE OF CONNECTICUTDepartm ent of TransportationJ o s e p H M arie , Commissioner

(Seal)Bureau Chief 4Bureau of Engineering andConstruction

Date: ~/)d5 , 2 0 1 ~, .TOW N OF FAIRFIELD --

. .. , .k e m e t h .A. Flatto - .

Agreement Btwn State of Ct and Fairfield for Construction Inspection and Maintenance of Metro...

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