HomeMy WebLinkAbout24G375 - Riverside County Flood Control and Water Conservation District (MDP Line 6 Stage 3)CONTRACT ABSTRACT
Contract/Amendment
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City of Palm Springs
Engineering Services Department
3200 East Tahquitz Canyon Way • Palm Springs, California 92262
Tel: (760) 323-8253 • Fax: (760) 322-8360 • Web: www.palmspringsca.gov
TRANSMITTAL
DATE: January 6, 2025
TO: City Clerk /
FROM: Vonda Teed, Engineering Administrative Specialist
for Joel Montalvo, City Engineer
SUBJECT: Funding/Cooperative Agreement 2413375 Palm Springs MDP Line 6,
Stage 3
Message: Enclosed please find a fully executed original of the Agreement referenced
above for your records. If you have any questions, please contact Joel
Montalvo, City Engineer, (760) 322-8339.
RECEIVED
JAN U 7 2025
OFFICE OF THE CITY CLERK
Enclosure: Funding/Cooperative Agreement
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FUNDING/COOPERATIVE AGREEMENT
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
This Funding/Cooperative Agreement ("Agreement"), dated as of
is entered into by the Riverside County Flood Control and Water Conservation District, a body
corporate and 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 has budgeted for and CITY has plans to design and construct
Palm Springs MDP Line 6, Stage 3 ("LINE 6 STAGE 3") to provide flood protection to the
residential area along N. Avenida Caballeros and E. Francis Drive to E. Vista Chino and
California State Route 111; and
B. LINE 6 STAGE 3 as shown on DISTRICT's Drawing No. 6-0430 and as
shown in concept in blue on Exhibit "A", attached hereto and made a part hereof, consists of
approximately 4,000 lineal feet of 30-inch to 60-inch reinforced concrete pipe to collect flows
from the intersection of E. Francis Drive and N. Avenida Caballeros and convey them southerly
within N. Avenida Caballeros to E. Vista Chino and California State Route 111. At its
downstream terminus, LINE 6 STAGE 3 will outlet into DISTRICT's existing Palm Springs
Master Drainage Plan Lines 5 and 6 facility as shown on DISTRICT's Drawing No. 6-0307; and
C. Associated with the construction of LINE 6 STAGE 3 are certain inlets,
connector pipes and storm drains that are thirty six inches (36") or less in diameter within CITY -
held rights of way, hereinafter called "APPURTENANCES"; and
D. LINE 6 STAGE 3 and APPURTENANCES are hereinafter called
"PROJECT"; and
DEC 17 2024 II.1 '
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E. 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
F. CITY desires that DISTRICT include certain unavoidable utility relocations
as part of DISTRICT s financial contribution to construct PROJECT. "UTILITY
RELOCATIONS" is defined as the unavoidable relocation of utilities not owned by CITY that
(a) conflict with the construction of PROJECT and (b) cannot be relocated by others under
CITY's franchise authority. These certain unavoidable UTILITY RELOCATIONS shall be
included in the public works construction contract for PROJECT; and
G. Due to the Parties' mutual interest in PROJECT, DISTRICT wishes to
support CITY's efforts by providing a financial contribution to implement PROJECT; and
H. DISTRICT is willing to provide a financial contribution toward PROJECT
and shall be as follows, subject to the not to exceed amount provided in Recital I below:
i. One hundred percent (100%) of costs associated with engineering
design, hydrology and hydraulics, geo-technical analysis and
potholing required to complete the design of PROJECT; California
Environmental Quality Act ("CEQA") determination; preparation,
application and acquisition of the environmental clearance,
mitigation and permits, if required for PROJECT; and other typical
ancillary costs related to the preparation of improvement plans
("DESIGN CONTRIBUTION"). However, DESIGN
CONTRIBUTION shall not include the fees associated with the
Western Riverside County Multiple Species Habitat Conservation
Plan ("MSHCP"); and
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ii. In the event that CITY chooses to hire an engineering consulting firm
to prepare the improvement plans (defined in Section I.4.),
DISTRICT is also willing to contribute an additional ten percent
(10%) of design proposal cost to offset CITY's administrative costs
associated with design contract administration ("DESIGN ADMIN");
and
iii. One hundred percent (100%) of the lowest responsible bid contract
price for construction of PROJECT and the costs associated with
UTILITY RELOCATIONS ("CONSTRUCTION
CONTRIBUTION"); and
iv. Up to an additional ten percent (10%) of CONSTRUCTION
CONTRIBUTION to offset CITY's administrative costs associated
with construction, contract administration and other typical ancillary
costs related to the delivery of PROJECT ("CONSTRUCTION
ADMINISTRATION CONTRIBUTION"); and
V. Up to an additional ten percent (10%) of CONSTRUCTION
CONTRIBUTION for construction contract change orders
("CONSTRUCTION CHANGE ORDERS CONTRIBUTION"); and
I.
Altogether, DESIGN
CONTRIBUTION,
DESIGN ADMIN,
CONSTRUCTION
CONTRIBUTION,
CONSTRUCTION
ADMINISTRATION
CONTRIBUTION,
and CONSTRUCTION
CHANGE ORDERS
CONTRIBUTION are
hereinafter called "TOTAL DISTRICT CONTRIBUTION". TOTAL DISTRICT
CONTRIBUTION for PROJECT shall not exceed a total of Two Million Nine Hundred Twenty -
Four Thousand Nine Hundred Eighteen Dollars ($2,924,918); and
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J. CITY agrees to fund and secure all remaining costs of PROJECT that
exceeds TOTAL DISTRICT CONTRIBUTION, as set forth herein; and
K. DISTRICT and CITY acknowledge it is in the best interest of the public to
proceed with the construction of PROJECT at the earliest possible date; and
L. The purpose of this Agreement is to memorialize the mutual understandings
by and between CITY and DISTRICT with respect to the design, construction, ownership,
operation and maintenance of PROJECT and the payment of TOTAL DISTRICT
CONTRIBUTION.
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. Upon execution of this Agreement, issue a first invoice to DISTRICT (Attn:
Special Projects Section) for fifty percent (50%) of DESIGN CONTRIBUTION, subject to and
provided that TOTAL DISTRICT CONTRIBUTION shall not exceed the total amount of Two
Million Nine Hundred Twenty -Four Thousand Nine Hundred Eighteen Dollars ($2,924,918) for
PROJECT.
3. Provide DISTRICT an opportunity to review and approve PROJECT
engineering design cost proposal and associated design schedule. As PROJECT design
progresses, CITY shall update said design schedule as requested by DISTRICT.
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REGULATORY PERMITS prior to submitting the application to the applicable regulatory
agencies.
8. Following the signing of improvement plans by all Parties, issue a second
invoice to DISTRICT (Attn: Special Projects Section) for (i) the remainder of DESIGN
CONTRIBUTION and, if applicable, (ii) DESIGN ADMIN. The invoice shall include an
accounting of all design costs associated with the preparation of plans and specifications for
PROJECT, a copy of the signed improvement plans, including, and if applicable, the associated
design contract administration cost. TOTAL DISTRICT CONTRIBUTION shall not exceed the
total amount of Two Million Nine Hundred Twenty -Four Thousand Nine Hundred Eighteen
Dollars ($2,924,918) for PROJECT.
9. 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.
10. Advertise, award and administer a public works construction contract for
PROJECT of the bids pursuant to the applicable provisions of the California Public Contract
Code. At the time of advertising for bids, provide DISTRICT with a copy of IMPROVEMENT
PLANS and any subsequent addenda thereto.
11. 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 CITY contractor's actual bid amounts for PROJECT, setting forth the lowest
responsible bid contract amount.
12. At the time of providing written notice of the award of a construction
contract as set forth in Section I.11, issue a third invoice to DISTRICT (Attention: Special
Projects Section) for the payment of CONSTRUCTION CONTRIBUTION, subject to and
provided that TOTAL DISTRICT CONTRIBUTION shall not exceed the total amount of Two
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Million Nine Hundred Twenty -Four Thousand Nine Hundred Eighteen Dollars ($2,924,918) for
PROJECT.
13. Prior to commencing construction of PROJECT, procure or caused to be
procured insurance coverages during the term of this Agreement. CITY shall require its
PROJECT construction contractor(s) to fiumish 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 should adhere to DISTRICT's
required insurance provided in Exhibit "B", attached hereto and made a part hereof.
14. Prior to commencing construction of PROJECT, 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: Special Project Section) in writing at least twenty (20) days prior to conducting the
pre -construction meeting.
15. Prior to commencing construction of PROJECT, furnish DISTRICT with
final mylar of the IMPROVEMENT PLANS and assign ownership of IMPROVEMENT PLANS
to DISTRICT.
16. Furnish DISTRICT, at the time of providing written notice of intent to start
construction as set forth in Section I.14, 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.
17. Not permit any change to, or modification of, DISTRICT and CITY
approved IMPROVEMENT PLANS that would result in a change of functionality or
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maintainability of 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 hereunder, and b) to accept responsibility for ownership,
operation and maintenance of LINE 6 STAGE 3 due, either in whole or in part, to said breach of
this Agreement.
18. 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.
19. 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 and DISTRICT employees on the site.
20. 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.
21. 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,
Section 5158, Other Confined Space Operations, Section 5157, Permit Required Confined Space
and District confined Space Procedures, SOM-18. The procedure shall be provided to
DISTRICT no less than twenty (20) days prior to requesting that DISTRICT perform a final
inspection for acceptance of PROJECT. The procedure shall be reviewed and approved by
DISTRICT prior to conducting the final inspection.
22. Inspect PROJECT construction or cause PROJECT's construction to be
inspected by its construction manager, and pay all costs associated therewith, provided that such
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costs will be included within the CONSTRUCTION ADMINISTRATION CONTRIBUTION.
In the event CITY wishes to utilize DISTRICT's construction inspection, materials testing and
construction survey services, CITY shall provide DISTRICT with a written request (Attn: Special
Projects) for such services. However, CITY will continue to serve as construction contract
manager.
23. Perform all survey and construction staking work as needed for PROJECT
as specified herein.
24. Furnish or cause its construction manager to furnish, all construction survey
and materials testing services necessary to ensure PROJECT construction is accomplished in
accordance with DISTRICT and CITY approved IMPROVEMENT PLANS.
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, the construction of PROJECT.
26. Within two (2) weeks of completing PROJECT construction, provide
DISTRICT with written notice (Attention: Construction Management Section) that PROJECT
construction is substantially complete and requesting that DISTRICT conduct a final inspection
of LINE 6 STAGE 3.
27. Upon completion of PROJECT construction, accept ownership and sole
responsibility for the operation and maintenance of APPURTENANCES and LINE 6 STAGE 3
upon (i) CITY inspection of PROJECT in accordance with Section I.22, (ii) CITY acceptance of
PROJECT construction as being complete, (iii) DISTRICT acceptance of LINE 6 STAGE 3
construction as being complete, and (iv) CITY receipt of stamped and signed record drawings of
LINE 6 STAGE 3 plans as set forth in Section II.13.
28. Following CITY's acceptance of LINE 6 STAGE 3 for ownership, operation
and maintenance and prior to DISTRICT's acceptance of ownership and responsibility for the
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operation and maintenance of LINE 6 STAGE 3 pursuant to Section 11.12., LINE 6 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, LINE 6 STAGE 3 is not in
an acceptable condition, corrections shall be made at CITY's sole expense.
29. Upon completion of PROJECT construction, provide DISTRICT with a
copy of CITY's Recorded Notice of Completion. The recorded Notice of Completion shall be
accompanied by the final accounting of all PROJECT construction costs as set forth in Section
1.6.
30. At the time of providing a Notice of Completion as set forth in Section 1.29.,
and if applicable, issue a fourth invoice to DISTRICT (Attention: Special Projects Section) for
CONSTRUCTION ADMINISTRATION CONTRIBUTION and CONSTRUCTION CHANGE
ORDERS CONTRIBUTION, subject to and provided that TOTAL DISTRICT
CONTRIBUTION shall not exceed Two Million Nine Hundred Twenty -Four Thousand Nine
Hundred Eighteen Dollars ($2,924,918) for PROJECT.
31. Upon completion of PROJECT construction but prior to DISTRICT's
acceptance of LINE 6 STAGE 3 for ownership, operation and maintenance, provide DISTRICT
(Attention: Construction Management Section) with (i) soil compaction report(s) — stamped and
wet signed by the geotechnical engineer, and ii) concrete testing report(s) — stamped and wet
signed by a civil engineer registered in the State of California, necessary to establish that LINE
6 STAGE 3 was constructed in accordance with DISTRICT -approved and CITY -approved
IMPROVEMENT PLANS.
32. Upon completion of PROJECT construction but prior to CITY's acceptance
of LINE 6 STAGE 3 and APPURTENANCES for ownership, operation and maintenance
pursuant to Section I.27, provide or cause its civil engineer of record or construction civil
engineer of record, duly registered in the State of California, to provide DISTRICT and CITY
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with redlined "record drawings" of IMPROVEMENT PLANS. After DISTRICT and CITY
approval of the redlined "record drawings", CITY's engineer shall schedule with DISTRICT and
CITY 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".
33. Refund to DISTRICT, at the time of providing a Notice of Completion as
set forth in Section I.29., any unexpected portions of TOTAL DISTRICT CONTRIBUTION.
SECTION II
DISTRICT shall:
Act as a Responsible Agency under CEQA, taking all necessary and
appropriate action to comply with CEQA for PROJECT.
2. Within thirty (30) business days of receiving CITY's first invoice to
DISTRICT, pay CITY for fifty percent (50%) of DESIGN CONTRIBUTION as set forth in
Section I.2, subject to and provided that TOTAL DISTRICT CONTRIBUTION shall not exceed
the total amount of Two Million Nine Hundred Twenty -Four Thousand Nine Hundred Eighteen
Dollars ($2,924,918) for PROJECT.
3. At its sole cost and expense, review, comment and make a determination on
CITY's PROJECT engineering design cost proposal and associated design schedule as set forth
in Section I.3.
4. Review IMPROVEMENT PLANS in accordance with the applicable
DISTRICT and CITY standards and approve IMPROVEMENT PLANS prior to advertising
PROJECT for construction bids as set forth in Section I.4.
5. Within thirty (30) business days of receiving CITY's second invoice to
DISTRICT, pay CITY for the remaining fifty percent (50%) of DESIGN CONTRIBUTION
following the signing of IMPROVEMENT PLANS as set forth in Section I.8, subject to and
provided that TOTAL DISTRICT CONTRIBUTION shall not exceed the total amount of Two
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Million Nine Hundred Twenty -Four Thousand Nine Hundred Eighteen Dollars ($2,924,918) for
PROJECT.
6. Within seven (7) calendar days following CITY's public works construction
bid opening, review and approve or reject bids for construction of PROJECT. DISTRICT may
only reject bids found by DISTRICT to be unreasonably high. DISTRICT shall not unreasonably
withhold approval of contract.
7. Within thirty (30) business days of CITY awarding PROJECT construction
contract, pay, at its sole cost and expense, the costs associated with MSHCP, which is either the
lesser of (i) three percent (3%) of the lowest responsible bid price, or (ii) three percent (3%) of
lowest responsible bid price less the value of applicable project -specific mitigation.
8. Within thirty (30) business days of receiving CITY's third invoice to
DISTRICT, pay CITY for CONSTRUCTION CONTRIBUTION as set forth in Section I.12,
subject to and provided that TOTAL DISTRICT CONTRIBUTION shall not exceed the total
amount of Two Million Nine Hundred Twenty -Four Thousand Nine Hundred Eighteen Dollars
($2,924,918) for PROJECT.
9. Conduct periodic inspections of LINE 6 STAGE 3 construction for quality
control purposes at its sole cost and provide any comments to CITY's designated PROJECT
construction inspector.
10. Upon receipt of CITY's Notice of Completion that PROJECT construction
is substantially complete, conduct a final inspection of LINE 6 STAGE 3.
11. Pay CITY, within thirty (30) business days after receipt of CITY's fourth
invoice, for CONSTRUCTION ADMINISTRATION CONTRIBUTION and if applicable,
CONSTRUCTION CHANGE ORDERS CONTRIBUTION, as set forth in Section I.31., subject
to and provided that TOTAL DISTRICT CONTRIBUTION does not exceed a total sum of Two
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Million Nine Hundred Twenty -Four Thousand Nine Hundred Eighteen Dollars ($2,924,918) for
PROJECT.
12. Accept ownership and responsibility for the operation and maintenance of
LINE 6 STAGE 3 from CITY once all of the following takes place: (i) DISTRICT's inspection
of LINE 6 STAGE 3 in accordance with Section II.10., (ii) DISTRICT's acceptance of LINE 6
STAGE 3 construction as being complete, (iii) DISTRICT's receipt of CITY's recorded Notice
of Completion as set forth in Section I.29., (iv) DISTRICT's receipt of appropriate engineering
documentation as set forth in Section I.31., (v) DISTRICT receipt of stamped and signed "record
drawings" of IMPROVEMENT PLANS, as set forth in Section I.33., (v) CITY acceptance of
APPURTENANCES for ownership, operation, and maintenance, (vi) LINE 6 STAGE 3 is fully
functioning as a flood control drainage system as solely determined by DISTRICT, and (vii)
DISTRICT's sole determination that LINE 6 STAGE 3 is in a satisfactorily maintained condition.
13. Provide CITY with a reproducible duplicate copy of "record drawings" of
IMPROVEMENT PLANS upon; (i) DISTRICT acceptance of PROJECT construction as being
complete, and (ii) DISTRICT receipt of stamped and signed "record drawings" of
IMPROVEMENT PLANS as set forth in Section I.33.
14. Prior to DISTRICT acceptance of ownership and responsibility for the
operation and maintenance of LINE 6 STAGE 3, LINE 6 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, LINE 6 STAGE 3 is not in an acceptable condition,
corrections shall be made at sole expense of CITY.
It is further mutually agreed:
All Recitals set forth above are hereby incorporated herein by reference as
if set forth fully in the body of this Agreement.
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2. Notwithstanding any other provision herein this agreement TOTAL
DISTRICT CONTRIBUTION shall not exceed a total sum of Two Million Nine Hundred
Twenty -Four Thousand Nine Hundred Eighteen Dollars ($2,924,918) for PROJECT and shall be
used by CITY solely for the purpose of the design and 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.
3. In the event the actual construction cost for PROJECT is less than
CONSTRUCTION CONTRIBUTION, CITY shall refund the difference to DISTRICT within
thirty (30) days of filing the Notice of Completion for PROJECT.
4. 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.
5. 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.
6. 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 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
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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), their 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.
7. With respect to any action or claim subject to indemnification herein by
CITY, CITY 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's
indemnification to Indemnitees as set forth herein.
8. CITY's obligation hereunder shall be satisfied when CITY 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.
9. The specified insurance limits required in this Agreement shall in no way
limit or circumscribe CITY's obligations to indemnify and hold harmless the Indemnitees herein
from third party claims.
10. 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 from indemnifying the Indemnitees to the fullest extent
allowed by law.
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11. 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.
of California.
12. This Agreement is to be construed in accordance with the laws of the State
13. 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 the 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.
14. 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 effect.
15. 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.
16. 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: Joel Montalvo
Attn: Contracts Services Section
17. 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
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or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT
prepared this Agreement in its final form.
18. 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 stopping
DISTRICT or CITY from enforcing this Agreement.
19. The obligations of DISTRICT are limited by and contingent upon the
availability of DISTRICT funds for DISTRICT's financial contribution toward PROJECT as set
forth herein. In the event that such funds are not forth coming for any reason, DISTRICT shall
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.
20. 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.
21. No alternation or variation of the terms of this Agreement shall be valid
unless made in writing and signed by both Parties, and no oral understanding or agreement not
incorporated herein shall be binding on either Party hereto.
22. Nothing in the provisions of this Agreement is intended to create duties or
obligations to or rights in third parties not parties to this.
23. 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
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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
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IN WITNESS WHEREOF, the Parties hereto have executed this Cooperative Agreement on
t' bi r I- 1 f'��.
(to be t led in by C er o t Board)
131:3 17:10a)t7 Q9t1611FIA11
By -f�o�lM�./
�� JASON E. UHLEY
General Manager -Chief Engineer
APPROVED AS TO FORM:
u 11�1 ►11�117:1►1
County Counsel
By 4?_ -
KRISTNE BELL-VALDEZ
Deputy County Counsel
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
ByQ/Za
KAREN SPIEGEL, Chao
Riverside County Flood Control and Water
Conservation District Board of Supervisors
ATTEST:
KIMBERLY RECTOR
Clerk of the Board
By
Depu
(SEAL)
Funding/Cooperative Agreement with City of Palm Springs
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
11/14/24
AGR:blj
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DEC 7 20L I I.��
Dowsign Envelope ID: 7702CBB2-23EE4ME-8EBO-009D89EC39DB
PN
RECOMMENDED FOR APPROVAL:
Ma4tIIIM41tl:Rytl 810);7y A
CB uftn
By
JEFFREY BALLINGER
City Attorney
CITY OF PALM SPRINGS
EDoeMg1 by:
scoti sZsyb311D8881bE0/88
SCOTT C. STILES
City Manager
/:Glirv- 1gi
EPru,
By DE48E...
BRENDA PREE
City Clerk
APPROVED BY CITY COUNCIL
11/21/2024Item I.Z. 24G375
Funding/Cooperative Agreement with City of Palm Springs
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
9/30/2024
AGR:bl j
-20-
0 docusign
Certificate Of Completion
Envelope Id: 7702CBB223EE4A4EBEB0009D89EC39DB
Status: Completed
Subject: Complete with Docusign: RCFC Line 6 Funding -Cooperative Agreement
Source Envelope:
Document Pages: 27 Signatures: 3
Envelope Originator:
Certificate Pages: 5 Initials: 0
Vonda Teed
AutoNav: Enabled
3200 E. Tahquitz Canyon Way
Enveloped Stamping: Enabled
Palm Springs, CA 92262
Time Zone: (UTC-08:00) Pacific Time (US 8 Canada)
vonda.teed@palmspringsca.gov
IP Address: 47.176.125.90
Record Tracking
Status: Original
Holder: Vonda Teed
Location: Docusign
11/26/2024 2:37:10 PM
vonda.teed@palmspringsca.gov
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palm Springs
Location: DocuSign
Signer Events
Signature
Timestamp
Jeff Ballinger
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$"
Sent: 11/26/2024 2:40:54 PM
Jeff.Ballinger@bbklaw.00nn
�II
Viewed: 11/26/20242:43:55 PM
City Attorney
°°'°
Signed: 11/26/2024 2:45:50 PM
BEST BEST 8 KRIEGER LLP
Security Level: Email, Account Authentication
Signature Adoption: Pre -selected Style
(None)
Using IP Address: 74.116.243.2
Electronic Record and Signature Disclosure:
Accepted: 11/26/2024 2:43:55 PM
ID: 9eeebe9e-e7f6-48d3-a32f-Od66479a456e
Scott Stiles
r
Sent: 11/2612024 2:45:53 PM
smtt.stiles@palmspringsca.gov
S(Af Stilts
Viewed: 11/26/2024 247:35 PM
City Manager
°"100°°'aN.
Signed: 11/26/2024 2:47:49 PM
City of Palm Springs
Security Level: Email, Account Authentication
Signature Adoption: Pre -selected Style
(None)
Using IP Address: 67.52.168.215
Electronic Record and Signature Disclosure:
Accepted: 11/26/2024 2:47:35 PM
ID: 5c8af432-af76413c-Bcc0-5ce2od97f255
Brenda Pree
W' Sent: 11/26/2024 2:47:51 PM
Brenda.Pree@palmspringsca.gov
Cio�.��eu�rVW'
>tit�,�a
fiPY1)Viewed: 11/26/2024 3:55:11 PM
City Clerk
SL°B'� M411` Signed: 11/26/2024 3:55:33 PM
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre -selected Style
Using IP Address: 47.176.125.90
Electronic Record and Signature Disclosure:
Accepted: 9/7/2022 8:21:01 AM
ID: 9be06ae2-09de-4f55-b669-fla3d98leee3
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Joel Montalvo C 0 PIED Sei/' 6/224 3: 5:35 PM
9 PM
Joel. Montaivo@paimsprings�.gov
City Engineer
City of Palm Springs
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
11/26/2024 2:40:54 PM
Certified Delivered
Security Checked
11126/2024 3:55:11 PM
Signing Complete
Security Checked
11126/2024 3:55:33 PM
Completed
Security Checked
11/26/2024 3:55:35 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 4/20/2020 5:16:38 PM
Parties agreed to: Jeff Ballinger, Scott Stiles, Brenda Pree
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receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by City of Palm Springs during the course of your relationship with City
of Palm Springs.
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Exhibit A
Funding/Cooperative Agreement
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
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LEGEND
Palm Springs MDP Line 6, Stage 3
Existing Facilities Line
Exhibit B
DISTRICT's Insurance Requirements is as follows:
CITY's contractor(s) shall not commence operations until DISTRICT has been furnished
with 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 as required in this Section.
Without limiting or diminishing CITY's contractor(s) obligation to indemnify or hold
DISTRICT harmless, CITY contractor(s) 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 contractor(s) has employees as defined by the State of California, CITY
contractor(s) 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 contractor(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 CITY's contractor(s) vehicles or mobile equipment are used in the performance
of the obligations under this Agreement, then CITY contractor(s) 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
FUNDING/ COOPERATIVE AGREEMENT
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
Insurance Requirements I Page 1 of 5
Exhibit B
name the DISTRICT as Additional Insureds.
D. Pollution and Asbestos Liability:
CITY's contractor(s) shall obtain, at its sole expense and keep in effect during the
term of the contract, Pollution Legal Liability and/or Asbestos Legal Liability
and/or Errors and Omissions (if project involves environmental hazards) covering
CITY's contractor(s) liability for a third -party bodily injury and property damage
arising from pollution conditions caused by the CITY's contractor(s) while
performing their operations under the contract. The insurance coverage shall
apply to sudden and accidental pollution events. Any coverage restriction as to
time limit for discovery of a pollution incident and/or a time limit for notice to the
insurer must be accepted by the DISTRICT. The insurance coverage shall also
respond to cleanup cost. This coverage may be written in combination with the
commercial general liability insurance or professional liability insurance.
CITY's contractor(s) shall maintain Pollution Legal Liability and/or Asbestos
Legal Liability and/or Errors and Omissions with limits no less than $1,000,000
per occurrence or claim, and $2,000,000 policy aggregate. The policy shall be
endorsed to state that the general aggregate limit of liability shall apply separately
to this contract. Any self -insured retention/deductible amount shall be submitted
to the DISTRICT for review and approval. If CITY's contractor(s) maintains
broader coverage and/or higher limits than the minimums shown above, the
DISTRICT requires and shall be entitled to the broader coverage and/or higher
limits maintained by CITY's contractor(s). Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be
available to the DISTRICT.
In the event, CITY's contractor(s) encounters materials on the site that is believed
to be asbestos or polychlorinated biphenyl (PCB) which has not been rendered
harmless, CITY's contractor(s) shall immediately stop work in the area affected
and report the condition to the DISTRICT in writing. The work in the affected
area shall not thereafter be resumed except by written agreement of the
DISTRICT and CITY, if in fact the material is asbestos or polychlorinated
biphenyl (PCB) and has not been rendered harmless. The work in the affected
area shall be resumed in the absence of asbestos or polychlorinated biphenyl
(PCB), or when it has been rendered harmless, by written agreement of the
DISTRICT and CITY.
FUNDING/ COOPERATIVE AGREEMENT
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
Insurance Requirements I Page 2 of 5
Exhibit B
CITY's construction contractor(s) shall not be required to perform without consent
any work relating to asbestos or polychlorinated biphenyl (PCB).
E. Professional Liabilitv:
CITY contractor(s) shall cause any architect or engineer retained by CITY
contractor(s) in connection with the performance of CITY's contractor(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 $1,000,000 per occurrence and
$2,000,000 annual aggregate. CITY contractor(s) 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 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.
F. 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 contractor(s) 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 contractor(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
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
Insurance Requirements I Page 3 of 5
Exhibit B
defense costs and expenses.
C. CITY contractor(s) shall cause their 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 contractor(s) insurance carrier(s) policies does not meet
the minimum notice requirement found herein, CITY contractor(s) shall
cause CITY's contractor(s) insurance carrier(s) to furnish a 30-day Notice of
Cancellation Endorsement.
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
contractor(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,
FUNDING/ COOPERATIVE AGREEMENT
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
insurance Requirements i Page 4 of 5
Exhibit B
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 contractor(s) has become inadequate.
g. CITY contractor(s)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.
i. CITY contractor(s)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.
FUNDING/ COOPERATIVE AGREEMENT
Palm Springs MDP Line 6, Stage 3
Project No. 6-0-00300
Miscellaneous No. 219
Insurance Requirements I Page 5 ot5