HomeMy WebLinkAboutA8912 - RIVERSIDE COUNTY FLOOD CONTROL & WATER CONSERVATION DISTRICT238237
COOPERATIVE FUNDING AGREEMENT
Palm Springs MDP Line 20, Stage 3
Project No. 6-0-00320
Miscellaneous No. 199
This Cooperative Funding Agreement ("AGREEMENT"), dated as of F
e
, 2021, is entered into by and between the Riverside County Flood Control and
Water Conservation District, a body politic ("DISTRICT"), and the City of Palm Springs, a
municipal corporation ("CITY"). DISTRICT and CITY are collectively referred to herein as
"parties" and individually as "party". The parties hereto agree as follows:
RECITALS
A. DISTRICT and CITY wish to work collaboratively to expedite the
construction of Palm Springs Master Drainage Plan ("MDP") Line 20, Stage 3, hereinafter called
"STAGE 3". Upon construction completion, STAGE 3 will provide necessary flood control and
drainage improvements to alleviate flooding on Ramon Road near Palm Springs High School in
the city of Palm Springs; and
B. STAGE 3, as identified in DISTRICT's Palm Springs MDP and shown on
DISTRICT's Drawing No. 6-0422, includes the construction of approximately 4,800 lineal feet
of underground storm drain system, as shown in concept in blue on Exhibit "A", attached hereto
and made a part hereof. STAGE 3 will run from the upstream terminus of the existing Line 20,
Stage 2 just west of El Cielo Road along Ramon Road to the intersection of Farrell Drive and
north along Farrell Drive to East Tahquitz Canyon Way; and
C. Associated with the construction of STAGE 3 is the design and construction
of lateral storm drains thirty six inches (36") or less in diameter, street inlets, connector pipes,
catch basins, manholes and transition structures, all hereinafter called "CITY's
APPURTENANCES"; and
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D. Together, STAGE 3 and CITY's APPURTENANCES are hereinafter called
the "PROJECT"; and
E. DISTRICT and CITY wish to work collaboratively to expedite the
construction of PROJECT and, therefore, desire to have one agency take a lead role in the
� development and implementation of PROJECT; and
F. CITY is willing to assume the lead role for PROJECT and, therefore, will
provide the administrative, technical, managerial and support services necessary to plan, design
and construct PROJECT; and
G. DISTRICT wishes to support CITY's efforts for PROJECT by providing a
financial contribution to implement PROJECT; and
H. DISTRICT's financial contribution to PROJECT shall be as follows, subject
to the not -to -exceed amount for PROJECT described in Recital I below:
i. Financial contribution toward the lowest responsible bid contract
price for construction of PROJECT ("CONSTRUCTION
CONTRIBUTION COSTS"), which shall not exceed a total of
Seven Million Five Hundred Thousand Dollars ($7,500,000); and
ii. Financial contribution toward the costs of preparing, applying for
and obtaining the California Environmental Quality Act ("CEQA")
documents, environmental documents and regulatory permits for
PROJECT ("REGULATORY PERMIT COSTS"), which shall not
exceed a total of Twenty Thousand Dollars ($20,000); and
I. Together, CONSTRUCTION CONTRIBUTION COSTS and
REGULATORY PERMIT COSTS are hereinafter called "TOTAL DISTRICT
CONTRIBUTION". TOTAL DISTRICT CONTRIBUTION for PROJECT shall not exceed a
total of Seven Million Five Hundred Twenty Thousand Dollars ($7,520,000); and
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J. The purpose of this AGREEMENT is to memorialize the mutual
understanding by and between DISTRICT and CITY with respect to the design, construction,
inspection, ownership, operation and maintenance of PROJECT and the TOTAL DISTRICT
CONTRIBUTION toward PROJECT.
NOW, THEREFORE, in consideration of the preceding recitals and the mutual
covenants hereinafter contained, the parties hereto mutually agree that the above recitals are true
and correct and incorporated into the terms of this AGREEMENT and as follows:
SECTION I
CITY shall:
1. Pursuant to the California Environmental Quality Act ("CEQA"), act as
Lead Agency and assume responsibility for preparation, circulation and adoption of all necessary
and appropriate CEQA documents pertaining to the construction, operation and maintenance of
PROJECT.
2. Endeavor to award a public works construction contract for PROJECT and
begin construction within thirty-six (36) months of execution of this AGREEMENT.
3. Prepare or cause to be prepared the necessary plans and specifications for
PROJECT, hereinafter called "IMPROVEMENT PLANS", in accordance with applicable
DISTRICT and CITY standards, and submit to DISTRICT (Attention: Special Projects) for its
review, comment and approval prior to advertising PROJECT for construction bids. CITY shall
not permit any change to or modification of DISTRICT -approved and CITY -approved
IMPROVEMENT PLANS without DISTRICT's prior written permission and consent.
4. Prior to commencing construction, secure all necessary permits, approvals
or agreements required by any federal, state and local resource or regulatory agencies pertaining
to PROJECT. Such documents may include, but are not limited to, a Section 404 permit issued
by the U.S. Army Corps of Engineers, a Section 401 Water Quality Certification issued by the
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California Regional Water Quality Control Board (CRWQCB), a Streambed Alteration
Agreement issued by the California Department of Fish and Wildlife, and a National Pollutant
Discharge Elimination System Permit issued by the State Water Resources Control Board or
CRWQCB and Western Riverside County Regional Conservation Authority ("REGULATORY
PERMITS").
5. Ensure that REGULATORY PERMITS, including any subsequent renewal
or amendments thereto, will not (i) unreasonably impede DISTRICT's ability to perform all
necessary operation and maintenance activities for STAGE 3 as determined by DISTRICT, or
(ii) include any stipulations that would result in additional mitigation obligations being placed
upon DISTRICT for maintenance operations within PROJECT's right of way.
G. Assume sole responsibility for compliance with the requirements of all
REGULATORY PERMITS, including any amendments thereto, pertaining to the construction,
operation and maintenance of PROJECT.
7. Prior to advertising PROJECT for public works construction contract,
prepare all REGULATORY PERMIT applications, draft REGULATORY PERMITS and submit
REGULATORY PERMITS to DISTRICT for review and approval prior to submitting any
applications to the applicable regulatory agencies. Upon approval by DISTRICT of draft
REGULATORY PERMITS, submit to and secure final REGULATORY PERMITS from
applicable regulatory agencies. DISTRICT approval of IMPROVEMENT PLANS may be
withheld when, in the sole judgment of DISTRICT's General Manager -Chief Engineer, the
REGULATORY PERMITS unreasonably constrain, inhibit or impair DISTRICT's ability to
operate and maintain STAGE 3.
8. Be responsible for any and all additional regulatory, mitigation and/or
litigation costs, and/or mitigation measures to PROJECT resulting from this AGREEMENT
and/or REGULATORY PERMITS.
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9. Keep an accurate accounting of all costs associated with obtaining
REGULATORY PERMITS required for PROJECT or portions thereof as set forth in Section I.4
and Recital H.H. The accounting of these costs shall include a detailed breakdown of
REGULATORY PERMIT COSTS, which shall include, but are not limited to, the following:
copies of the necessary REGULATORY PERMITS, proof of payment, employee time and
activity logs, and other such documents as may be necessary to establish the actual cost of
obtaining the necessary REGULATORY PERMITS for PROJECT. This detailed breakdown of
all REGULATORY PERMIT COSTS shall be included at the time of invoice submission to
DISTRICT.
10. Issue a first invoice to DISTRICT (Attention: Special Projects Section),
upon submission of final REGULATORY PERMITS to applicable regulatory agencies as set
forth in Sections I.7 and 1.9. The invoice shall include a full accounting of REGULATORY
PERMIT COSTS as set forth in Section 1.9 and Recital H.H. The total amount of the invoice for
REGULATORY PERMIT COSTS shall not exceed Twenty Thousand Dollars ($20,000) as set
forth in Recital H.ii, and CITY shall be responsible to pay REGULATORY PERMIT COSTS in
excess of this amount.
11. Prior to advertising PROJECT for public works construction contract and at
its sole cost and expense, prepare or cause to be prepared and obtain all necessary permits,
licenses, agreements, approvals, rights of way, rights of entry and temporary construction
easements as may be needed to inspect, construct, operate and maintain PROJECT ("ROW
DOCUMENTS"), and consult with DISTRICT regarding existing dedications, proposed legal
description, plat maps, basemap and survey controls, including any requests for waivers and
variances from DISTRICT policies.
12. Prior to advertising PROJECT for public works construction contract,
consult with DISTRICT regarding ROW DOCUMENTS, if any, and provide DISTRICT an
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opportunity to review and make a determination on all ROW DOCUMENTS, including any
existing dedications, proposed legal descriptions and plat maps, basemap and survey controls.
DISTRICT approval of IMPROVEMENT PLANS may be withheld when, in the sole judgment
ofDISTRICT's General Manager -Chief Engineer, ROW DOCUMENTS unreasonably constrain,
inhibit or impair DISTRICT's ability to operate and maintain STAGE 3.
13. Prior to awarding a public works construction contract for PROJECT,
provide DISTRICT seven (7) calendar days following construction bid opening to review and
approve or reject bids for construction of PROJECT. DISTRICT may only reject bids found by
DISTRICT to be unreasonably high.
14. At its sole cost and expense, advertise, award and administer a public works
contract for PROJECT of the bids pursuant to the applicable provisions of the California Public
Contract Code.
15. Provide DISTRICT with written notice (Attention: Special Projects Section)
that CITY has awarded a public works construction contract for PROJECT. The written notice
shall include the Contractor's actual bid amounts for PROJECT, setting forth the lowest
responsible bid contract amount.
16. At the time of providing written notice of the award of a construction
contract as set forth in Section I.15, issue a second invoice to DISTRICT (Attention: Special
Projects Section) for the payment of CONSTRUCTION CONTRIBUTION COSTS, subject to
and provided that the invoice for CONSTRUCTION CONTRIBUTION COSTS shall not exceed
Seven Million Five Hundred Thousand Dollars ($7,500,000). CITY shall be responsible for any
CONSTRUCTION CONTRIBUTION COSTS in excess of this amount.
17. Within thirty (30) days of awarding PROJECT construction contract, pay
the Coachella Valley Conservation Commission/Coachella Valley Association of Governments
the costs associated with the mitigation fee per the 2007 Implementing Agreement for the
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Coachella Valley Multiple Species Habitat Conservation Plan/Natural Community Conservation
Plan ("MSHCP")
18. Prior to commencing PROJECT construction, procure or cause to be
procured insurance coverages during the term of this AGREEMENT. CITY shall require its
PROJECT construction contractor(s) to furnish original certificate(s) of insurance and original
certified copies of endorsements and, if requested, certified original policies of insurance
including all endorsements and any and all other attachments. Prior to CITY issuing a Notice to
Proceed to its construction contractor(s) to begin construction of PROJECT, an original
certificate of insurance evidencing the required insurance coverage shall be provided to
DISTRICT. At minimum, the procured insurance coverages shall adhere to DISTRICT's
required insurance provided in Exhibit "B", attached hereto and made a part hereof.
19. Prior to commencing PROJECT construction, schedule and conduct a
mandatory pre -construction meeting between CITY, CITY's construction manager, CITY's
construction contractor(s), DISTRICT and other affected entities. CITY shall notify DISTRICT
(Attention: Construction Management Section) in writing of the mandatory pre -construction
meeting at least twenty (20) days prior to conducting the pre -construction meeting and provide
DISTRICT the written notice of intent to start construction.
20. At the time of providing written notice of the pre -construction meeting as
set forth in Section 1.19, furnish DISTRICT with a construction schedule which shall show the
order and dates in which CITY or CITY's contractor proposes to carry on the various parts of
work, including estimated start and completion dates.
21. At the time of providing written notice of the pre -construction meeting as
set forth in Section 1.19, require its construction contractor(s) to furnish DISTRICT (Attention:
Contract Management Section) with a confined space procedure specific to PROJECT. The
procedure shall comply with requirements contained in California Code of Regulations, Title 8,
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Section 5158, Other Confined Space Operations; Section 5157, Permit Required Confined Space;
and District confined Space Procedures, SOM-18. The procedure shall be reviewed and
approved by DISTRICT prior to conducting the final inspection.
22. Prior to commencing PROJECT construction, furnish DISTRICT with final
mylar PROJECT plans and assign ownership of PROJECT plans to DISTRICT.
23. Construct or cause to be constructed PROJECT pursuant to a CITY
administered public works contract in accordance with IMPROVEMENT PLANS approved by
DISTRICT and CITY, and pay all costs associated therewith.
24. Inspect or cause to be inspected construction of PROJECT and pay all costs
associated therewith. In the event CITY wishes to utilize DISTRICT's construction inspection,
materials testing, construction survey services and assist CITY as needed with the administration
of PROJECT's construction contract, CITY shall provide DISTRICT (Attn: Contract
Management Section) with a written request for such services. If DISTRICT agrees to provide
the requested construction services, CITY will continue to serve as construction contract
manager.
25. Grant DISTRICT, by execution of this AGREEMENT, the right to enter
upon property owned or controlled by CITY where necessary and convenient for the purpose of
gaining access to and performing inspection service for PROJECT and operation and
maintenance of STAGE 3.
26. Relocate or cause to be relocated, at its sole cost and expense, all conflicting
CITY owned utilities. CITY shall also order the relocation of all other utilities installed by permit
or franchise within CITY rights of way which conflict with the construction of PROJECT and
which could be relocated at the utility company's expense.
27. Not permit any change to or modification of DISTRICT and CITY approved
IMPROVEMENT PLANS that would result in a change of functionality or maintainability of
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PROJECT without DISTRICT's prior written permission and consent. Failure to do so shall be
deemed a material breach of this AGREEMENT and shall authorize and constitute authority for
DISTRICT, at its sole discretion, to provide written notice to CITY that DISTRICT is unable to:
a) perform its obligations under AGREEMENT, and b) to accept responsibility for ownership,
operation and maintenance of STAGE 3 due, either in whole or in part, to said breach of this
AGREEMENT.
28. Require its construction contractor(s) to comply with all Cal/OSHA safety
regulations, including regulations concerning confined space and maintain a safe working
environment for all CITY or DISTRICT employees or contractors on the site.
29. Assume ownership and sole responsibility for the operation and
maintenance of PROJECT until such time as DISTRICT accepts ownership and responsibility
for the operation and maintenance of STAGE 3 as set forth in Section II.11. CITY shall continue
to accept ownership and sole responsibility for the operation and maintenance of CITY's
APPURTENANCES as set forth herein.
30. Within two (2) weeks of completion of PROJECT construction, provide
DISTRICT with written notice (Attention: Construction Management Section) that PROJECT
construction is substantially complete and request that DISTRICT conduct a final inspection of
STAGE 3.
31. Upon completion of PROJECT construction and settlement of any
outstanding claims, provide DISTRICT with a copy of CITY's Notice of Completion.
32. At the time of providing a Notice of Completion as set forth in Section I.31,
refund to DISTRICT any unexpended portions of TOTAL DISTRICT CONTRIBUTION.
33. CITY shall be responsible to pay any amounts for PROJECT in excess of
TOTAL DISTRICT CONTRIBUTION.
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34. Upon completion of PROJECT construction but prior to DISTRICT's
acceptance of STAGE 3 for ownership, operation and maintenance, do all of the following:
i. Provide or cause its construction manager to provide DISTRICT
with appropriate engineering documentation necessary to establish
that STAGE 3 was constructed in accordance with DISTRICT and
CITY approved IMPROVEMENT PLANS,
ii. Provide or cause its civil engineer of record or construction civil
engineer of record, duly registered in the State of California, to
provide DISTRICT with redlined "record drawings" of PROJECT
plans. After DISTRICT approval of the redlined "record drawings",
CITY's engineer shall schedule with DISTRICT a time to transfer
the redlined changes into DISTRICT's original mylars at
DISTRICT's office, after which the engineer shall review, stamp and
sign mylars "record drawings", and
iii. Convey or cause to be conveyed to DISTRICT all RIGHTS OF
WAY and easements deemed necessary by DISTRICT for the
operation and maintenance of STAGE 3. DISTRICT's interest in
said property shall be free and clear of all liens, encumbrances,
assessments, easements, taxes and leases (recorded or unrecorded),
and accept those which, in the sole discretion of DISTRICT, are
acceptable. All RIGHTS OF WAY and easements shall be in a form
approved by DISTRICT and shall be executed by all legal and
equitable owners of the property described in the RIGHTS OF WAY
and easements.
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35. Upon DISTRICT's acceptance of PROJECT construction as being complete,
accept sole responsibility for the adjustment of all PROJECT manhole rings and covers located
within CITY rights of way which must be performed at such time(s) that the finished grade along
and above the underground portions of PROJECT is improved, repaired, replaced or changed. It
being further understood and agreed that any such adjustments shall be performed at no cost to
DISTRICT.
SECTION I1
DISTRICT shall:
I. Act as a Responsible Agency under CEQA, taking all necessary and
appropriate action to comply with CEQA for PROJECT.
2. At its sole cost and expense, review, comment and approve
IMPROVEMENT PLANS in accordance with the applicable DISTRICT and CITY standards
prior to advertising PROJECT for construction bids.
3. At its sole cost and expense, review, comment and make a determination on,
as appropriate, all necessary REGULATORY PERMITS and permit applications pursuant to
Section I.7. REGULATORY PERMITS shall not unreasonably constrain, inhibit or impair
DISTRICT's ability to operate and maintain STAGE 3. DISTRICT may withhold approval of
IMPROVEMENT PLANS when, in the sole judgment of DISTRICT's General Manager -Chief
Engineer, REGULATORY PERMITS unreasonably constrain, inhibit or impair DISTRICT's
ability to operate and maintain STAGE 3.
4. Pay CITY, within thirty (30) days after receipt of CITY's first invoice for
REGULATORY PERMIT COSTS as set forth in Section I.10, subject to and provided that
REGULATORY PERMIT COSTS shall not exceed Twenty Thousand Dollars ($20,000).
5. At its sole cost and expense, review, comment on and approve, as
appropriate, all ROW DOCUMENTS necessary for the construction and operation and
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maintenance of PROJECT as set forth in Section I.12. DISTRICT may withhold approval of
IMPROVEMENT PLANS when, in the sole judgment of DISTRICT's General Manager -Chief
Engineer, ROW DOCUMENTS unreasonably constrain, inhibit or impair DISTRICT's ability to
operate and maintain STAGE 3
6. Within seven (7) calendar days following CITY's public works construction
bid opening, review and approve or reject bids for construction of PROJECT as set forth in
Section I.13. DISTRICT may only reject bids found by DISTRICT to be unreasonably high.
DISTRICT shall not unreasonably withhold approval of contract.
7. Pay CITY, within thirty (30) days after receipt of CITY's second invoice for
CONSTRUCTION CONTRIBUTION COSTS as set forth in Section 1.16, subject to and
provided that the CONSTRUCTION CONTRIBUTION COSTS shall not exceed Seven Million
Five Hundred Thousand Dollars ($7,500,000).
8. Conduct periodic inspections of STAGE 3 construction for quality control
purposes, at its sole cost, and provide any comments to CITY's designated PROJECT
construction inspector.
9. In the event CITY wishes to utilize DISTRICT's construction inspection,
materials testing and construction survey services for PROJECT and provides DISTRICT with a
written request for such services as set forth in Section I.24, DISTRICT shall provide a timely
response as to whether or not DISTRICT has the resources to perform the requested services. If
DISTRICT agrees to provide the requested services, DISTRICT shall provide all necessary
construction inspection, materials testing and construction survey services for PROJECT and
assist CITY as needed with the administration of PROJECT's construction contract. DISTRICT
hereby agrees to pay all DISTRICT costs associated with the requested services and provide any
comments to CITY's designated PROJECT construction inspector as set forth herein.
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10. Upon receipt of CITY's written notice that PROJECT construction is
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substantially complete as set forth in Section 1.30, conduct a final inspection of STAGE 3.
11. Accept ownership and responsibility for the operation and maintenance of
STAGE 3 upon (i) DISTRICT's final inspection of STAGE 3 in accordance with Section I.30,
(ii) DISTRICT acceptance of STAGE 3 as being complete, (iii) DISTRICT receipt of CITY's
recorded Notice of Completion as set forth in Section I.31, (iv) DISTRICT receipt of appropriate
engineering documentation as set forth in Section 1.34.i, (v) DISTRICT receipt of stamped and
signed "record drawing" of PROJECT plans as set forth in Section I.34.ii, (vi) DISTRICT's
receipt of conveyance to DISTRICT all RIGHTS OF WAY and easements deemed necessary by
DISTRICT for the operation and maintenance of STAGE 3, (vii) DISTRICT's acceptance of all
necessary rights of way and/or easements as set forth in Section 1.34.iii, and (viii) DISTRICT's
sole determination that STAGE 3 is in a satisfactorily maintained condition.
SECTION III
It is further mutually agreed:
I. Notwithstanding any other provision herein this AGREEMENT, TOTAL
DISTRICT CONTRIBUTION shall not exceed a total sum of Seven Million Five Hundred
Twenty Thousand Dollars ($7,520,000) for PROJECT and shall be used by CITY solely for the
purpose of construction of said PROJECT as set forth herein. No additional funding whatsoever
shall be provided by DISTRICT for any subsequent PROJECT modifications, extensions or
repairs. CITY shall be responsible to pay any amounts in excess of TOTAL DISTRICT
CONTRIBUTION.
2. In the event CITY's construction contractor does not complete the
construction of PROJECT in accordance with DISTRICT standards, CITY shall complete
PROJECT utilizing the bonds and insurances secured for PROJECT.
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3. Prior to DISTRICT acceptance of ownership and responsibility for the
operation and maintenance of STAGE 3, STAGE 3 shall be in a satisfactorily maintained
condition as solely determined by DISTRICT. If, subsequent to the inspection and in the sole
discretion of DISTRICT, STAGE 3 is not in an acceptable condition, corrections shall be made
at CITY's sole expense.
4. All work involved with PROJECT shall be inspected by DISTRICT and
CITY and shall not be deemed complete until DISTRICT and CITY mutually agree in writing
that construction is completed in accordance with DISTRICT and CITY approved
IMPROVEMENT PLANS. CITY shall not request DISTRICT to accept any portion of
PROJECT for ownership, operation or maintenance until PROJECT construction is deemed fully
complete and all necessary easements, rights of way or grant deeds have been conveyed as set
forth herein.
5. DISTRICT personnel may observe and inspect all work being done on
PROJECT but shall provide any comments to CITY personnel or its construction manager who
shall be solely responsible for all communications with CITY's construction contractor(s).
b. DISTRICT, the County of Riverside, the State of California or any of their
duly authorized representatives shall have the right to review and to copy any records and
supporting documentation pertaining to the performance of this AGREEMENT. CITY agrees to
maintain such records for possible audit for a minimum of three (3) years after final payment.
CITY agrees to allow the auditor(s) access to such records during normal business hours and to
allow interviews of any employees who might reasonably have information related to such
records.
7. CITY shall indemnify, defend and hold harmless and require its construction
contractor(s) to indemnify, defend and hold harmless the Riverside County Flood Control and
Water Conservation District, County of Riverside, its Agencies, Districts, Special Districts and
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Departments, their respective directors, officers, Board of Supervisors, elected and appointed
officials, employees, agents and representatives (individually and collectively hereinafter
referred to as "Indemnitees") from any liability whatsoever, based or asserted upon any acts,
omissions or services of CITY or CITY's construction contractor(s), its officers, employees,
subcontractors, agents or representatives arising out of or in any way relating to this
AGREEMENT, including, but not limited to, property damage, bodily injury or death, or any
other element of any kind or nature whatsoever arising from the performance of CITY or CITY's
construction contractor(s), its officers, employees, subcontractors, agents or representatives
("Indemnitors") from this AGREEMENT. CITY or CITY's construction contractor(s) shall
defend, at its sole expense, all costs and fees, including, but not limited to, attorney fees, cost of
investigation, defense and settlements or awards, the Indemnitees in any claim or action based
upon such alleged acts or omissions.
8. With respect to any action or claim subject to indemnification herein by
CITY of CITY's construction contractor(s), CITY or CITY's construction contractor(s) shall, at
their sole cost, have the right to use counsel of their own choice and shall have the right to adjust,
settle or compromise any such action or claim without the prior consent of DISTRICT and the
County of Riverside, provided, however, that any such adjustment, settlement or compromise in
no manner whatsoever limits or circumscribes CITY or CITY's construction contractor(s)
indemnification to Indemnitees as set forth herein.
9. CITY or CITY's construction contractor(s) obligation hereunder shall be
satisfied when CITY or CITY's construction contractor(s) has provided to DISTRICT and the
County of Riverside the appropriate form of dismissal relieving DISTRICT and the County of
Riverside from any liability for the action or claim involved.
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10. The specified insurance limits required in this AGREEMENT shall in no
way limit or circumscribe CITY's construction contractor(s) obligations to indemnify and hold
harmless the Indemnitees herein from third party claims.
11. In the event there is conflict between this clause and California Civil Code
Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such
interpretation shall not relieve CITY's construction contractor(s) from indemnifying the
Indemnitees to the fullest extent allowed by law.
12. This AGREEMENT is to be construed in accordance with the laws of the
State of California. Any action at law or in equity brought by any of the Parties hereto for the
purpose of enforcing a right or rights provided for by AGREEMENT shall be tried in a court of
competent jurisdiction in the County of Riverside, State of California, and the Parties hereto
waive all provisions of law providing for a change of venue in such proceedings to any other
county.
13. If any provision in this AGREEMENT is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any way.
14. Time is of the essence in prosecuting the work contemplated under this
AGREEMENT. At any time during the term of this AGREEMENT, DISTRICT may terminate
this AGREEMENT for cause, including, but not limited to, CITY's failure to prosecute the work
in a timely manner, upon providing CITY thirty (30) days written notice stating the extent and
effective date of termination.
15. Neither CITY nor DISTRICT shall assign this AGREEMENT without the
written consent of the other party. Any attempt to delegate or assign any interest herein shall be
deemed void and of no force or effect.
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16. This AGREEMENT is made and entered into for the sole protection and
benefit of the parties hereto. No other person or entity shall have any right of action based upon
the provisions of this AGREEMENT. Nothing in the provisions of this AGREEMENT is
intended to create duties or obligations to or rights in third parties not parties to this
AGREEMENT.
17. Any and all notices sent or required to be sent to the parties of this
AGREEMENT will be mailed by first class mail, postage prepaid, to the following addresses:
RIVERSIDE COUNTY FLOOD CONTROL CITY OF PALM SPRINGS
AND WATER CONSERVATION DISTRICT 3200 E Tahquitz Canyon Way
1995 Market Street Palm Springs, CA 92262
Riverside, CA 92501 Attn: David H. Ready, City Manager
Attn: Special Projects Section
18. This AGREEMENT is the result of negotiations between the parties hereto
and the advice and assistance of their respective counsel. The fact that this AGREEMENT was
prepared as a matter of convenience by DISTRICT shall have no import or significance. Any
uncertainty or ambiguity in this AGREEMENT shall not be construed against DISTRICT
because DISTRICT prepared this AGREEMENT in its final form.
19. Any waiver by DISTRICT or CITY of any breach by any other party of any
provision of this AGREEMENT shall not be construed to be a waiver of any subsequent or other
breach of the same or any other provision hereof. Failure on the part of DISTRICT or CITY to
require from any other party exact, full and complete compliance with any of the provisions of
this AGREEMENT shall not be construed as in any manner changing the terms hereof or
estopping DISTRICT or CITY from enforcing this AGREEMENT.
20. The obligation(s) of DISTRICT are limited by and contingent upon the
availability of DISTRICT funds for DISTRICT's financial contribution towards PROJECT as set
forth herein. In the event that such funds are not forthcoming for any reason, DISTRICT shall
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immediately notify CITY in writing. AGREEMENT shall be deemed terminated and have no
further force and effect immediately upon receipt of DISTRICT's notification by CITY.
21. This AGREEMENT is intended by the parties hereto as a final expression
of their understanding with respect to the subject matter hereof and as a complete and exclusive
statement of the terms and conditions thereof and supersedes any and all prior and
contemporaneous agreements and understandings, oral or written, in connection therewith. This
AGREEMENT may be changed or modified only upon the written consent of the parties hereto.
22. This AGREEMENT may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument. Each party of this AGREEMENT agrees to the use of electronic signatures,
such as digital signatures that meet the requirements of the California Uniform Electronic
Transactions Act ("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this
AGREEMENT. The parties further agree that the electronic signatures of the parties included in
this AGREEMENT are intended to authenticate this writing and to have the same force and effect
as manual signatures. Electronic signature means an electronic sound, symbol or process
attached to or logically associated with an electronic record and executed or adopted by a person
with the intent to sign the electronic record pursuant to CUETA as amended from time to time.
CUETA authorizes use of an electronic signature for transactions and contracts among parties in
California, including a government agency. Digital signature means an electronic identifier,
created by computer, intended by the party using it to have the same force and effect as the use
of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this
section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of
Section 1633.2 of the Civil Code.
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IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on
(to be filled in by Clerk of the Board)
RECOMMENDED FOR APPROVAL:
By, - 0 U
J SO$ E. UHLE
en al Manage ief Engineer
APPROVED AS TO FORM:
GREGORY P. PRIAMOS
County Counsel
By &VL C� "MOQr�
SARAH K. MOORE
Chief Deputy County Counsel
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RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
By Q� V•
KAREN SPIEGEL, Chair
Riverside County Flood Control and Water
Conservation District Board of Supervisors
ATTEST:
KECIA HARPER
Clerk of the Board
�J -4
1 �
(SEAL)
Cooperative Funding Agreement: City of Palm Springs
Palm Springs MDP Line 20, Stage 3
Project No. 6-0-00320
05/19/21
AK:blm
-19-
73 ,37
RECOMMENDED FOR APPROVAL: CITY OF PALM SPRINGS
By - y6tj
AI'pHU11Ept3YCFiYCOUt+tGIL ,/JUSTIN CLIFTON
7f�s/�sr lt. AS°! IZ- � City Manager
APPROVED AS TO FORM:
By
JEF E B LI. - GER
City Attorney
ATTEST:
By .
ANTHO J. MEJIA
VtX,City Clerk
(SEAL)
Cooperative Funding Agreement: City of Palm Springs
Palm Springs MDP Line 20, Stage 3
Project No. 6-0-00320
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EXHIBIT A
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COOPERATIVE AGREEMENT
Palm Springs Line 20, Stage 3
Project No. 6-0-00320
MS 199
Page 1 of 1
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LEGEND
EXISTING PALM SPRINGS LINE
20, STAGE 2
PROPOSED PALM SPRINGS LINE
20, STAGE 3
EXHIBIT "B"
DISTRICT's Insurance Requirements is as follows:
Without limiting or diminishing CITY's obligation to indemnify or hold DISTRICT
harmless, CITY shall procure and maintain or cause to be maintained, at its sole cost and expense,
the following insurance coverage's during the term of this Agreement. As respects to the insurance
section only, the DISTRICT herein refers to the Riverside County Flood Control and Water
Conservation District, the County of Riverside, its Agencies, Districts, Special Districts, and
Departments, their respective directors, officers, Board of Supervisors, employees, elected or
appointed officials, agents or representatives as Additional Insureds.
A. Workers' Compensation:
If CITY has employees as defined by the State of California, CITY shall maintain
statutory Workers' Compensation Insurance (Coverage A) as prescribed by the
laws of the State of California. Policy shall include Employers' Liability
(Coverage B) including Occupational Disease with limits not less than
$1,000,000 per person per accident. Policy shall be endorsed to waive
subrogation in favor of DISTRICT.
B. Commercial General Liability:
Commercial General Liability insurance coverage, including but not limited to,
premises liability, unmodified contractual liability, products and completed
operations liability, personal and advertising injury, and cross liability coverage,
covering claims which may arise from or out of CITY's performance of its
obligations hereunder. Policy shall name the DISTRICT as Additional Insured.
Policy's limit of liability shall not be less than $2,000,000 per occurrence
combined single limit. If such insurance contains a general aggregate limit, it
shall apply separately to this Agreement or be no less than two (2) times the
occurrence limit.
C. Vehicle Liability:
If vehicles or mobile equipment are used in the performance of the obligations
under this Agreement, then CITY shall maintain liability insurance for all owned,
non -owned or hired vehicles so used in an amount not less than $1,000,000 per
occurrence combined single limit. If such insurance contains a general aggregate
limit, it shall apply separately to this Agreement or be no less than two (2) times
the occurrence limit. Policy shall name the DISTRICT as Additional Insureds.
D. Professional Liability:
CITY shall cause any architect or engineer retained by CITY in connection with
the performance of CITY's obligations under this Agreement to maintain
Professional Liability Insurance providing coverage for the performance of their
work included within this Agreement, with a limit of liability of not less than
$2,000,000 per occurrence and $4,000,000 annual aggregate. CITY shall require
that, if such Professional Liability Insurance is written on a claims made basis
rather than an occurrence basis, such insurance shall continue through the term of
Sunnymead MDP Line B-I6A, Stage 2
Project No. 4-0-00614
Insurance Requirements I Page 1 of 3
EXHIBIT "B"
this Agreement and that such architect or engineer shall purchase at such architect
or engineer's sole expense either 1) an Extended Reporting Endorsement (also
known as Tail Coverage); or 2) Prior Dates Coverage from a new insurer with a
retroactive date back to the date of, or prior to, the inception of this Agreement;
or 3) demonstrate through Certificates of Insurance that such architect or engineer
has maintained continuous coverage with the same or original insurer. Coverage
provided under items: 1), 2) or 3) shall continue for the term specified in the
insurance policy as long as the law allows.
E. General Insurance Provisions — All Lines:
a. Any insurance carrier providing insurance coverage hereunder shall be
admitted to the State of California and have an A.M. BEST rating of not
less than an A: VIII (A: 8) unless such requirements are waived, in writing,
by the DISTRICT Risk Manager. If the DISTRICT's Risk Manager waives
a requirement for a particular insurer such waiver is only valid for that
specific insurer and only for one policy term.
b. The CITY must declare its insurance self -insured retention for each
coverage required herein. If any such self -insured retention exceeds
$500,000 per occurrence each such retention shall have the prior written
consent of the DISTRICT Risk Manager before the commencement of
operations under this Agreement. Upon notification of self -insured
retention deemed unacceptable to the DISTRICT, and at the election of the
DISTRICT's Risk Manager, CITY's carriers shall either: 1) reduce or
eliminate such self -insured retention with respect to this Agreement with
DISTRICT, or 2) procure a bond which guarantees payment of losses and
related investigations, claims administration, and defense costs and
expenses.
C. CITY shall cause their insurance carrier(s) or its contractor's insurance
carrier(s), to furnish DISTRICT with 1) a properly executed original
certificate(s) of insurance and certified original copies of endorsements
effecting coverage as required herein; and 2) if requested to do so orally or
in writing by the DISTRICT Risk Manager, provide original certified copies
of policies including all endorsements and all attachments thereto, showing
such insurance is in full force and effect. Further, said certificate(s) and
policies of insurance shall contain the covenant of the insurance carrier(s)
that a minimum of thirty (30) days written notice shall be given to the
DISTRICT prior to any material modification, cancellation, expiration or
reduction in coverage of such insurance. If CITY insurance carrier(s)
policies does not meet the minimum notice requirement found herein, CITY
shall cause CITY's insurance carrier(s) to furnish a 30-day Notice of
Cancellation Endorsement.
Sunnymead MDP Line B-I6A, Stage 2
Project No. 4-0-00614
Insurance Requirements I Page 2 of 3
EXHIBIT "B„
d. In the event of a material modification, cancellation, expiration or reduction
in coverage, this Agreement shall terminate forthwith, unless DISTRICT
receives, prior to such effective date, another properly executed original
certificate of insurance and original copies of endorsements or certified
original policies, including all endorsements and attachments thereto,
evidencing coverages set forth herein and the insurance required herein is
in full force and effect. An individual authorized by the insurance carrier
to do so on its behalf shall sign the original endorsements for each policy
and the certificate of insurance.
e. It is understood and agreed by the parties hereto that CITY's insurance shall
be construed as primary insurance, and DISTRICT's insurance and/or
deductibles and/or self -insured retentions or self -insured programs shall not
be construed as contributory.
f. If, during the term of this Agreement or any extension thereof, there is a
material change in the scope of services or there is a material change in the
equipment to be used in the performance of the scope of work which will
add additional exposures (such as the use of aircraft, watercraft, cranes,
etc.); or the term of this Agreement, including any extensions thereof,
exceeds five (5) years, DISTRICT reserves the right to adjust the types of
insurance required under this Agreement and the monetary limits of liability
for the insurance coverages currently required herein, if, in the DISTRICT
Risk Manager's reasonable judgment, the amount or type of insurance
carried by CITY has become inadequate.
g. CITY shall pass down the insurance obligations contained herein to all tiers
of subcontractors working under this Agreement.
h. The insurance requirements contained in this Agreement may be met with
a program(s) of self-insurance acceptable to DISTRICT.
CITY agrees to notify DISTRICT of any claim by a third party or any
incident or event that may give rise to a claim arising from the performance
of this Agreement.
Sunnymead MDP Line BA6A, Stage 2
Project No. 4-0-00614
Insurance Requirements I Page 3 of 3