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HomeMy WebLinkAbout4/16/2003 - STAFF REPORTS (3) DATE: April 16, 2003 TO: City Council FROM: Director of Public Works/City Engineer CITY, AGUA CALIENTE BAND OF CAHUILLA INDIANS AND RIVERSIDE COUNTY • FLOOD CONTROL & WATER CONSERVATION DISTRICT JOINT COOPERATIVE AGREEMENT RECOMMENDATION: It is recommended that the City Council approve ajoint agreement between the City of Palm Springs, the Agua Caliente Band of Cahuilla Indians, and Riverside County Flood Control & Water Conservation District related to the design, installation and construction, and operation and maintenance of Storm Drain Lateral 15A, Stage 1. SUMMARY: The City of Palm Springs recommended to the Tribal Council of the Agua Caliente Band of Cahuilla Indians (Tribe) that Storm Drain Lateral 15A be installed as a mitigation measure related to the construction of new buildings and parking facilities associated with the Spa Casino project. The Tribe agreed to be responsible for the design and installation of this storm drain facility which is part of the City's Master Plan of Drainage, administered by the Riverside County Flood Control & Water Conservation District (RCFC). BACKGROUND: The City Council and Tribal Council held a joint meeting on December 5, 2002, whereupon a Conformity Report was adopted agreeing to recommendations from City staff related to the proposed Spa Casino development ("Conditions of Approval"), Included with the recommendations was the design and installation of Storm Drain Lateral 15A from the City of Palm Springs Master Drainage Plan. This Plan is administered by RCFC, who typically is responsible for installing and maintaining all of the "Master Storm Drain Lines",with the City responsible for maintaining"appurtenances" (i.e. storm drain lines less than 36 inches in diameter, storm drain laterals, and catch basins). In light of the fact that RCFC staff would not be preparing the plans for the storm drain improvements, nor would RCFC be responsible for bidding the construction project for its installation, RCFC requires that a joint cooperative agreement with the Tribe who is responsible for the design and installation of the system, as well as the City, who is responsible for maintaining the "appurtenances" upon completion of construction. RCFC staff, in cooperation with Tribal and City staff, has prepared a joint cooperative agreement that stipulates the terms and conditions of having the RCFC storm drain system designed and installed by the Tribe and its contractor. r� City,Agua Caliente Band ofCahuilla Indians and Riverside County Flood Control&Water Conservation District Joint Cooperative Agreement April 16, 2003 Page 2 Staff recommends that the City Council approve the draft agreement, subject to minor modifications in cooperation with Riverside County Counsel,the City Attorney, and the Tribal Attorney's offices. SUBMITTED: DAVID J. BARAKIAN Director of Public Works/City Engineer APPROVED: DAVID H. READY City Manager w" `! ATTACHMENTS: 1. Minute Order 2. Draft Agreement COOPERATIVE AGREEMENT PALM SPRINGS MASTER DRAINAGE PLAN LATERAL 15A, STAGE I (PROJECT NO. 6-0-0221) The RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, hereinafter called "DISTRICT", the CITY OF PALM SPRINGS, hereinafter called "CITY", and the AGUA CALIENTE BAND OF CAHUILLA INDIANS, a Federally recognized Indian Tribe hereinafter called "TRIBE",hereby agree as follows: RECITALS i A. In conjunction with CITY'S approval of Planned Development District No. 232, TRIBE is proposing to construct certain storm drain facilities in order to provide flood protection and i drainage for TRIBE'S planned expansion of its Spa Resort Casino located in Palm Springs, California; and B. Pursuant to City of Palm Springs Case No. 5.0667 — PI) — 232, TRIBE must construct approximately 1,224 linear feet of 42-inch underground concrete pipe, hereinafter together called "PROJECT", as shown in concept in red on Exhibit "A", attached hereto and made a part hereof. PROJECT connects with and drains into DISTRICT'S existing Palm Springs Master Drainage Plan Line 15 and represents a logical extension thereof; and C. Included with the construction of PROJECT is the construction of approximately 647 feet of 36-inch underground pipe, along with the construction of associated catch basin inlets and connector pipes located within CITY rights of way and hereinafter altogether called "APPURTENANCES"; and D. .TRIBE and CITY desire DISTRICT to accept ownership and responsibility for the operation and maintenance of PROJECT, therefore, DISTRICT must review and approve TRIBE'S plans and specifications for PROJECT, and subsequently inspect the construction of PROJECT; and E. PROJECT and APPURTENANCES are to be constructed within existing CITY .rights of way, therefore, CITY must review and approve TRIBE'S plans and specifications for PROJECT and APPURTENANCES; and - 1 - L7�-4rT F. DISTRICT is willing to (i) review and approve plans and specifications prepared by TRIBE for PROJECT and APPURTENANCES, (ii) inspect the construction of PROJECT and APPURTENANCES, and (iii) accept ownership and responsibility for the operation and maintenance of PROJECT,provided TRIBE(i)pays DISTRICT the amounts specified herein to cover DISTRICT'S costs • for plan review, construction inspection, and the preparation and administration of this Agreement, (ii) constructs PROJECT in accordance with the provisions of this Agreement and CITY and DISTRICT approved plans and specifications, and (iii) accepts ownership and sole responsibility for the operation and maintenance of PROJECT and APPURTENANCES until such time as DISTRICT accepts ownership and responsibility for the operation and maintenance of PROJECT and CITY accepts ownership and responsibility for the operation and maintenance of APPURTENANCES as provided herein and (iv) obtains all necessary permits to construct PROJECT and APPURTENANCES; and G. CITY is willing to (i) review and approve plans and specifications prepared by TRIBE for PROJECT and APPURTENANCES, (ii) grant DISTRICT the right to inspect, construct, operate and maintain PROJECT within CITY rights of way, (iii) issue an encroachment permit to TRIBE or its contractor, subject to the City's usual terms and conditions, to construct PROJECT and APPURTENANCES within CITY rights of way and (iv) accept ownership and responsibility for the operation and maintenance of APPURTENANCES, provided PROJECT is constructed in accordance with plans and specifications approved by DISTRICT and CITY; and H. In conjunction with construction of PROJECT and APPURTENANCES, TRIBE is willing to(i)require its contractor to furnish faithful performance and payment bonds and hold said bonds as provided herein, (ii) retain at its sole cost and expense, a qualified geotechnical or soils engineering firm to perform all necessary materials testing and certify backfnll compaction, (iii) furnish CITY and DISTRICT with original copies of all materials testing reports, and (iv) upon completion of construction, provide DISTRICT and CITY with a copy of the recorded Notice of Completion for PROJECT and APPURTENANCES. NOW, THEREFORE, the parties hereto mutually agree as follows: 2 ,-,q V SECTION I TRIBE shall: 1. Prepare or cause to be prepared plans and specifications for PROJECT and APPURTENANCES, hereinafter called "IMPROVEMENT PLANS", in accordance with DISTRICT and CITY standards, and submit IMPROVEMENT PLANS to DISTRICT and CITY for their review and approval. 2. Continue to pay DISTRICT, within thirty (30) days after receipt of periodic billings from DISTRICT, any and all such amounts as are deemed reasonably necessary by DISTRICT to cover DISTRICT'S costs associated with the review and approval of IMPROVEMENT PLANS and the preparation and administration of this Agreement. 3. Deposit with DISTRICT, at the time of providing written notice to DISTRICT of the start of PROJECT construction as set forth in Section L7. herein, the estimated cost of providing construction inspection for PROJECT, in an amount as determined and approved by DISTRICT in accordance with Ordinance Nos. 671 and 749 of the County of Riverside, including any amendments thereto, based upon the bonded value of PROJECT facilities to be inspected, operated and maintained by DISTRICT. 4. Prior to commencing PROJECT construction, obtain at its sole cost and expense, all necessary licenses, agreements, permits and rights of entry, including those required by CITY, as needed for the construction, inspection, operation and maintenance of PROJECT and APPURTENANCES. 5. Prior to commencing PROJECT construction, retain at its sole cost andexpense, a qualified geotechnical or soils engineering firm. Said firm, which shall be duly licensed in the State of California to perform professional material testing services, shall perform all materials testing necessary to demonstrate that PROJECT and APPURTENANCES have been constructed in conformance with the DISTRICT and CITY approved IMPROVEMENT PLANS. Original copies of all materials testing reports shall be furnished to DISTRICT and CITY as provided herein. 3 L�z dCr 6. Obtain at its sole cost and expense, faithful performance and payment bonds, each in the amount of 100% of the estimated cost for construction of PROJECT and APPURTENANCES as determined by DISTRICT. The surety, amount and form of the bonds shall be subject to the approval of DISTRICT and CITY. The bonds shall be held by TRIBE and remain in full force and effect until such time as PROJECT and APPURTENANCES are accepted as complete by DISTRICT and CITY, respectively; at which time the bond amount may be reduced to 10% for a period of one year to guarantee against any defective work, labor or materials. 7. Notify DISTRICT in writing (Attention— Mark H. Wills), at least five (5) days prior to the start of PROJECT construction. Construction shall not begin on PROJECT, for any reason whatsoever, until (i) DISTRICT has issued to TRIBE a written Notice to Proceed authorizing TRIBE to initiate construction, and (ii) CITY has issued TRIBE an encroachment permit for PROJECT construction. 8. Furnish DISTRICT, at the time of providing written notice to DISTRICT of the ! start of construction as set forth in Section I.7. herein, with a complete list of all contractors and subcontractors to be performing work on PROJECT, including the corresponding license number and license classification of each. At such time, TRIBE shall further identify in writing its designated superintendent for PROJECT construction. 9. Furnish DISTRICT, at the time of providing written notice to DISTRICT of the start of construction as set forth in Section I.7. herein, with a construction schedule which shall show the order and dates in which TRIBE or TRIBE'S contractor proposes to carry on the various parts of work, including estimated start and completion dates. As the construction progresses, TRIBE or its contractor shall update said construction schedule upon request. 10. Furnish DISTRICT with the final mylar IMPROVEMENT PLANS and assign their ownership to DISTRICT prior to the start of PROJECT construction. 11. Not permit any change to or modification of IMPROVEMENT PLANS without the prior written permission and consent of DISTRICT and CITY. 12. Comply with all Cal/OSHA safety regulations, including regulations concerning confined space, and maintain a safe working environment for TRIBE, CITY and DISTRICT employees on the site. 13. Furnish DISTRICT, at the time of providing written notice to DISTRICT of the start of construction as set forth in Section 1.7. herein, 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 reviewed and approved by DISTRICT prior to the issuance of a Notice to Proceed. 14. Construct, or cause to be constructed, PROJECT and APPURTENANCES at TRIBE'S sole cost and expense in accordance with IMPROVEMENT PLANS approved by DISTRICT and CITY. 15. During the construction period of PROJECT and APPURTENANCES, require its contractor(s) to maintain Workers' Compensation Insurance in an amount required by law. A certificate of said insurance policy(ies) shall be provided to DISTRICT and CITY at the time of providing written notice to DISTRICT of the start of construction as set forth in Section I.7. herein. 16. At the time of providing written notice to DISTRICT of the start of construction as set forth in Section I.7. herein and continuing until DISTRICT accepts PROJECT as complete for ownership, operation and maintenance: (a) Provide and maintain or cause its contractor(s) to provide and maintain comprehensive liability insurance coverage which shall protect TRIBE from claims from damages for personal injury, including accidental and wrongful death, as well as from claims for property damage which may arise from TRIBE'S construction of PROJECT or the performance of its obligations hereunder, whether such construction or performance be by TRIBE, by any of its contractors, subcontractors, or by anyone employed directly or - 5 - �1A7 indirectly by any of them. Such insurance shall name DISTRICT, the County of Riverside and CITY as additional insureds with respect to this Agreement and the obligations of TRIBE hereunder. Such insurance shall provide for limits of not less than two million dollars($2,000,000)per occurrence. (b) Cause its insurance carrier(s) or its contractor's insurance carrier(s), who shall be authorized by the California Department of Insurance to transact the business of insurance in die State of California, to furnish DISTRICT and CITY at the time of providing written notice to DISTRICT of the start of construction as set forth in Section I.7. herein, with certificate(s) of insurance and applicable policy i endorsements showing that such insurance is in full force and effect and that DISTRICT, the County of Riverside and CITY are named as additional insureds with respect to this Agreement and the obligations of TRIBE hereunder. Further, said certificate(s) shall state that the issuing company shall give DISTRICT and CITY sixty (60) days written notice in the event of any cancellation, termination, non-renewal or reduction in coverage of the policies evidenced by the certificate(s). In the event of any such cancellation, termination, non-renewal or reduction in coverage, TRIBE shall, forthwith, secure replacement insurance meeting the provision of this paragraph. Failure to maintain the insurance required by this paragraph shall be deemed a material breach of this Agreement and shall authorize and constitute authority for DISTRICT, at its sole discretion,to proceed to perform the remaining work pursuant to Section IV.3. herein. 17. Accept ownership and sole responsibility for the operation and maintenance of PROJECT and APPURTENANCES, until such time as DISTRICT accepts ownership and sole - 6 g 'Q1 0 , responsibility for operation and maintenance of PROJECT and CITY accepts ownership and sole responsibility for the operation and maintenance of APPURTENANCES. Further, it is mutually understood by the parties hereto that prior to DISTRICT acceptance of ownership and responsibility for the operation and maintenance of PROJECT as set forth herein, PROJECT shall be in a satisfactorily maintained condition as solely determined by DISTRICT. 18. Upon completion of construction of PROJECT, but prior to DISTRICT acceptance of PROJECT for ownership, operation and maintenance, TRIBE'S civil engineer of record or construction civil engineer of record, duly registered in the State of California, shall provide to DISTRICT a redlined "as-built" copy of IMPROVEMENT PLANS. After DISTRICT approval of the redlined drawings, TRIBE'S engineer shall schedule with DISTRICT a time to transfer the redlines on to DISTRICT'S original IMPROVEMENT PLANS in DISTRICT'S office, after which the engineer shall review, stamp and sign PROJECT plans "AS-BUILT". ' 19. Pay, if suit is brought upon this Agreement or any bond guaranteeing the completion of PROJECT, all costs and reasonable expenses and fees, including reasonable attorneys' fees, and acknowledge that, upon entry of judgment, all such costs, expenses and fees shall be computed as costs and included in any judgment rendered. 20. Record a Notice of Completion for PROJECT and APPURTENANCES with the County Clerk, County of Riverside, California, within thirty (30) calendar days of determination of substantial completion as mutually determined by TRIBE, CITY and DISTRICT. 21. Furnish DISTRICT and CITY with copies of the duly recorded Notice of Completion prior to requesting acceptance of PROJECT and APPURTENANCES by DISTRICT and CITY, respectively. 22. The TRIBE expressly waives its sovereign immunity from lawsuit for the purpose of litigating any matters relating to this Agreement in any administrative or judicial forum, and service mailed to the address of the parties as set forth herein shall be adequate service for such litigation. The TRIBE further waives its sovereign immunity from suit for the purpose of compelling compliance with this Agreement, to pursue any administrative proceeding before any administrative body of appropriate jurisdiction, for obtaining injunctive relief or specific performance, to preserve the status quo during disputes, for compelling compliance with this Agreement, or enforcing any award or judgment arising out of this Agreement, including but not limited to, the issuance, non-issuance, condition, suspension, denial or revocation of any license. Without in any way limiting the generality of the foregoing, the TRIBE expressly agrees: (1)all provisions of this Agreement shall be enforceable in accordance with their terms before any and all administrative and judicial forums of the state; (2) the provisions of venue and choice of law shall be as provided in Sections 12 and 14; (3)all provisions concerning indemnity, duty to defend, i waiver, integration and severability shall be as provided in Section IV; and (4) to approve any governmental authorities who have the right and duty under applicable law to take any action authorized ' or ordered by any such court. SECTION II DISTRICT shall: 1. Review and approve IMPROVEMENT PLANS prior to the start of PROJECT construction, 2. Provide CITY an opportunity to review and approve IMPROVEMENT PLANS prior to DISTRICT'S final approval. 3. Inspect the construction of PROJECT and APPURTENANCES. 4. Keep an accurate accounting of all DISTRICT costs associated with the review and approval of IMPROVEMENT PLANS and the processing and administration of this Agreement. 5. Following DISTRICT and CITY approval of IMPROVEMENT PLANS and upon receipt of all necessary items for issuance of a Notice to Proceed as set forth in Section I hereto, issue a Notice to Proceed to TRIBE'S construction contractor in an expeditious manner. 6. Keep an accurate accounting of all DISTRICT construction inspection costs, and within sixty (60) days after DISTRICT acceptance of PROJECT as being complete, submit a final cost statement to TRIBE. If the deposit, as set forth in Section I.3. herein, exceeds such costs, DISTRICT shall reimburse TRIBE the excess amount within sixty (60) days after DISTRICT acceptance of - 8 - 2 R /D PROJECT as being complete. If at any time the costs exceed the deposit or are anticipated by DISTRICT to exceed the deposit, TRIBE shall pay such additional amount, as deemed reasonably necessary by DISTRICT to complete PROJECT,within thirty(30)days after receipt of billing from DISTRICT. 7. Accept ownership and sole responsibility for the operation and maintenance of PROJECT, upon (i) DISTRICT acceptance of PROJECT construction as being complete, (ii) CITY acceptance of APPURTENANCES for operation and maintenance, and (iii) receipt of TRIBE'S recorded Notice of Completion. 8. Provide CITY and TRIBE a reproducible duplicate copy of the "as-built" IMPROVEMENT PLANS upon DISTRICT acceptance of PROJECT as being complete. SECTION III CITY shall: I. Review and approve IMPROVEMENT PLANS prepared by TRIBE prior to the start of construction of PROJECT. 2. Review and approve the faithful performance and payment bonds furnished by TRIBE'S contractor as set forth in Section I.6. Provide DISTRICT with notice of its approval. 3. Grant DISTRICT, by execution of this Agreement, the right to construct, reconstruct, inspect, operate and maintain PROJECT within CITY rights of way as set forth herein. 4. Coordinate its inspection of trench backfill and pavement repair with TRIBE'S contractor and materials testing firm and DISTRICT staff as provided herein. 5. Upon DISTRICT acceptance of PROJECT as being complete, accept ownership and sole responsibility for the operation and maintenance of APPURTENANCES. SECTION IV It is further mutually agreed: 1. All work involved with PROJECT and APPURTENANCES shall be inspected by DISTRICT and shall not be deemed complete until approved and accepted in writing as complete by DISTRICT. 9 a i4 �l 2. CITY and TRIBE personnel may observe and inspect all work being done on PROJECT and APPURTENANCES, but shall provide any comments to DISTRICT personnel who shall be solely responsible for all quality control communications with TRIBE'S contractor during the construction of PROJECT. 3. TRIBE shall complete construction of PROJECT and APPURTENANCES within twelve (12) consecutive months after execution of this Agreement and within ninety (90) consecutive calendar days after commencing work on PROJECT. It is expressly understood that since time is of the essence in this Agreement, failure of TRIBE to perform the work within the agreed upon time shall constitute authority for DISTRICT to perform the remaining work and require TRIBE'S surety to pay to CITY the penal sum of any and all bonds. In which case, CITY shall subsequently reimburse DISTRICT for all DISTRICT costs incurred. i 4. DISTRICT and CITY agree to complete their respective review and approval of IMPROVEMENT PLANS and related construction documents in an expeditious manner. Prior to commencing PROJECT construction, a pre-construction meeting shall be held at the DISTRICT'S offices. 5. PROJECT construction work shall be on a five (5) day, forty(40)hour work week with no work on Saturdays, Sundays or DISTRICT designated legal holidays, unless otherwise approved in writing by DISTRICT. If TRIBE feels it is necessary to work more than the normal forty (40) hour work week or on holidays, TRIBE shall make a written request for permission from DISTRICT to work the additional hours. The request shall be submitted to DISTRICT at least 72 hours prior to the requested additional work hours and state the reasons for the overtime and the specific time frames required. The decision of granting permission for overtime work shall be made by DISTRICT at its sole discretion and shall be final. If permission is granted by DISTRICT, TRIBE will be charged the cost incurred at the overtime rates for additional inspection time required in connection with the overtime work in accordance with Ordinance Nos. 671 and 749, including any amendments thereto, of the County of Riverside. 6. TRIBE shall not request DISTRICT or CITY to accept any portion of PROJECT or APPURTENANCES for operation and maintenance until PROJECT is complete in accordance with Section II.7. herein. - 10- ''7 / a. 7. In the event that any claim or legal action is brought against DISTRICT or CITY in connection with this Agreement because of the actual or alleged acts or omissions by TRIBE, TRIBE shall defend, indemnify and hold DISTRICT and CITY harmless therefrom, without cost to DISTRICT or CITY. Upon TRIBE'S failure to do so, DISTRICT and CITY shall be entitled to recover from TRIBE all of their respective costs and expenses, including,but not limited to, reasonable attorneys' fees. 8. TRIBE shall defend, indemnify and hold DISTRICT, the County of Riverside and CITY, their respective officers, agents, employees and independent contractors free and harmless from any claim or legal action whatsoever, based or asserted, pursuant to Article I, Section 19 of the California Constitution,the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage whatsoever, for the design, construction or failure of PROJECT or from the diversion of the waters from the natural drainage patterns, save and except claims and litigation arising through the sole negligence or sole willful misconduct of DISTRICT or CITY. TRIBE shall defend DISTRICT, the County of Riverside and CITY without cost to DISTRICT, the County of Riverside or CITY, and upon TRIBE'S failure to do so, DISTRICT and CITY shall be entitled to recover from TRIBE all of their cost and expenditures, including, but not limited to, reasonable attorneys' fees. 9. TRIBE. for itself, its successors and assigns, hereby releases DISTRICT, the County of Riverside and CITY, their respective officers, agents, and employees from any and all claims, demands, actions, or suits of any kind arising out of any liability, known or unknown, present or future, including, but not limited to any claim or liability, based or asserted, pursuant to Article 1, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, for the design, construction or failure of PROJECT, or the discharge of drainage within or from PROJECT. Nothing contained herein shall constitute a release by TRIBE of DISTRICT or CITY,their officers, agents and employees from any and all claims, demands, actions or suits of any kind arising out of any liability, known or unknown, present or future, for the negligent maintenance of PROJECT and APPURTENANCES, after the acceptance of PROJECT by DISTRICT and CITY, respectively. - 11 - a �� 3 10. Any waiver by the parties hereto of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term hereof. Failure on the part of the parties hereto to require exact, full and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms hereof, or estopping the parties hereto from enforcement hereof. 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 fall force without being impaired or invalidated in any way. 12. This Agreement is to be construed in accordance with the laws of the State of California. 13. 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 92263 Riverside, CA 92501 Attn: David Barakian Attn: Mark Wills AGUA CALIENTE BAND OF CAHUILLA INDIANS 650 E. Tahquitz Way Palm Springs, CA 92262-6706 Attn: Rob Donnels 14. 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. 15. 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. - 12 - 16. The rights and obligations of TRIBE shall inure to and be binding upon all heirs, successors and assignees. 17. TRIBE shall not assign or otherwise transfer any of its rights, duties or obligations hereunder to any person or entity without the written consent of the other parties hereto being first obtained. In the event of any such transfer or assignment, TRIBE expressly understands and agrees that it shall remain liable with respect to any and all of the obligations and duties contained in this Agreement. 18. 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. 19. This Agreement may be executed in counterparts, each of which shall be deemed an original. H 13 - IN WITNESS WHEREOF,the parties hereto have executed this Agreement on (to be filled in by the Clerk to the Board) RIVERSIDE COUNTY FLOOD CONTROL RECOMMENDED FOR APPROVAL: AND WATER CONSERVATION DISTRICT BY By • WARREN D. WILLIAMS JAMES A. VENABLE, Chairman General Manager-Chief Engineer Riverside County Flood Control and Water Conservation District Board of Supervisors APPROVED AS TO FORM: ATTEST: WILLIAM C. KATZENSTEIN NANCY A. ROMERO County Counsel Clerk to the Board By By FRANK C.ALDRICH III Deputy Deputy County Counsel Dated (SEAL) MHW: PC\81095 3/21/2003 - 14- RECOMMENDED FOR APPROVAL: CITY OF PALM SPRINGS By By DAVID READY WILLIAM G. KLEINDIENST City Manager Mayor APPROVED AS TO FROM: ATTEST: By By City Attorney PATRICIA A. SANDERS City Clerk Dated (SEAL) AGUA CALIENTE BAND OF CAHUILLA INDIANS By RICHARD M. MILANOVICH Tribal Chairman APPROVED AS TO FROM: ATTEST: By By Legal Counsel NAME Secretary PC\81095 MINUTE ORDER NO. APPROVING JOINTAGREEMENT BETWEEN THE CITY OF PALM SPRINGS, THE AGUA CALIENTE BAND OF CAHUILLA INDIANS, AND RIVERSIDE COUNTY FLOOD CONTROL & WATER CONSERVATION DISTRICT RELATED TO THE DESIGN, INSTALLATION AND CONSTRUCTION,AND OPERATION AND MAINTENANCE OF STORM DRAIN LATERAL 15A, STAGE 1 I HEREBY CERTIFY that this Minute Order, approving a joint agreement between the City of Palm • Springs, the Agua Caliente Band of Cahuilla Indians, and Riverside County Flood Control &Water Conservation District related to the design, installation and construction, and operation and maintenance of Storm Drain Lateral 15A, Stage 1, was adopted by the City Council of theCity of Palm Springs, California, in a meeting thereof held on the 16" day of April, 2003. PATRICIA A. SANDERS City Clerk r�