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HomeMy WebLinkAboutA4389 - CITY OF CATHEDRAL CITY RAMON BRIDGE REPAIR City of Cathedral City • Ramon Bridge Repair AGREEMENT #4389 Amend 1 FIRST AMENDMENT TO AGREEMENT NO. 431 1406923, 9-12-01 WITH THE CITY OF CATHEDRAL CITY FOR — ---- - -- RAMON ROAD BRIDGE REPAIRS CITY PROJECT NO. 97-20 Paragraph (a) of Section 2, CCC's Reimbursement Payments, of Agreement No. 4389 is hereby amended to read as follows: (a) Payment for half of all construction costs of the Project. Both parties agree that the total initial bid for construction of the Project is Seventy-Five Thousand Dollars ($75,000), of which CCC is responsible for fifty percent (50%), or Thirty-Seven Thousand Five Hundred Dollars($37,500). Payment shall be made in accordance with the bid item prices, as bid by the construction contractor. Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 4389 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, aammuuniiciip2al corporation City Clerk -�" City Manage APPROVED AS TO FORM: By: Xm__' orney Reviewed: CITY OF CATHEDRAL CITY, a municipal corporation By: By, L4'f �' City Engineer City Manager ;i APPROVED AS TO FORM: GREEN, de BORTNOWSKY & QUINTANA, LLP �� Steven B' Quintanilla, }}}}}}k Attorney for City of Cathedral City ICathedral City/Palm Springs Reimbursement Agr AGREEMENT #4389 M06899, 8-1-01 AGREEMENT THIS AGREEMENT (herein "Agreement") is made and entered into this_�day of 2001, by and between the City of Palm Springs, a municipal corporation (herein CPS') and the City of Cathedral City, a municipal corporation (herein "CCU). The parties agree as follows: RECITALS The Ramon Road bridge at the Whitewater River is in need of maintenance as indicated by the biennial supplementary bridge report provided by the California Department of Transportation, Division of Structures as a result of its February 11, 1998, investigation. The report has identified adhesion f rilure of the joint seals and recommends removal and replacement of the same to protect the integrity of the overall structure. CPS has entered into a separate agreement with Parsons Brinkerhoff to prepare plans and specifications for the required maintenance of the Ramon Road bridge (the "Project"), which plans and specifications are subject to the approval by the City Engineers of CCC and CPS. Said plans and specifications approved by both CCC and CPS shall be referred to herein as the "Approved Plans." The boundary between CCC and CPS is on the centerline of the Ranson Road bridge. NOW THEREFORE, the parties do agree as follows: 1. Construction of the Project. CCC and CPS hereby agree that CPS will advertise, open bids, and enter into a construction contract with a licensed contractor for construction of the Project ("Construction Contract"). Notwithstanding the immediately preceding sentence, CCC shall have the right to review the bids for the Project. In the event the lowest responsible bid for said project is more than the "Budgeted Amount" (as that term is defined below), CPS or CCC may reject the bids. If CCC approves a bid that exceeds the Budgeted Annount, it is agreed that the additional construction costs shall also be equally divided, with payment made by amendment to this Agreement; provided, however, that if such bid exceeds the Budgeted Amount by Three Thousand Dollars ($3,000) or more, CPS may, in its sole and absolute discretion, reject the bid. Both parties shall have the right to revise the bid specifications subject to standard change order procedures. CPS shall be lead agency and provide all inspection, construction engineering, and materials testing for the Project. All payments to contractors, engineers or consultants will be made directly by CPS, and reimbursed by CCC, as provided in Section 2 of this Agreement. During constrnction of the Project, CCC shall have the right to (i) review and approve such construction through CPS's field inspector prior to completion of progress payments to the construction contractor; (ii) review and approve any change orders or cost over- runs not exceeding One Thousand Dollars ($1,000) for construction of the Project; and (iii) approve completion of the Project and be a signatory of the Notice of Completion; provided, however, that any review and/or approval conducted by CCC pursuant to this Section 1 shall be completed by CCC within ten (10) days of CCC initiating such review 892/014094-0001 123463 02 PM01 and/or approval. Copies of all documents pertaining to the construction shall be delivered to CCC upon written request to CPS. 2. CCC's Reimbursement Payments. CCC agrees to reimburse the following to CPS upon CPS's presentation of invoices showing that the work has been performed and payment made therefor: (a) Payment for half of all construction costs of the Project. Both parties agree that the budgeted amount for construction of the Project is Fifteen Thousand Dollars ($15,000) ("Budgeted Amount"). Payment shall be made in accordance with the bid item prices, as bid by the construction contractor. (b) Payment for half of all construction management and inspection costs for the Project. CPS agrees to obtain proposals from professional consultants for construction management and inspection services upon final approval of the Construction Contract by CPS, and to forward said proposals to CCC for concurrent approval. CCC agrees to send CPS a reimbursement payment within sixty (60) days of receipt of a reimbursement request from CPS. Any amount not timely paid by CCC shall bear interest at the rate of ten percent(10%)per anmun uritil filly paid to CPS. 3. Force Majeure. If CPS is delayed, prevented or hindered from the performance of any condition of this Agreement because of acts of God, adverse weather, war, invasion, insurrection, acts of a public enemy, riot, mob violence, civil commotion, sabotage, labor disputes, inability to procure or general shortage of labor, materials, facilities, equipment or supplies on the open market, unusual delay in transportation, laws, rules, regulations or orders of govermnental or military authorities, inability to obtain permits or approvals or any other cause beyond the reasonable control of CPS, whether similar or dissimilar to the foregoing, such performance shall be excused for the period of the delay, provided that CPS shall, within fifteen (15) days of the commencement of such delay, notify CCC in writing of the delay and the cause(s) therefor, and the period for such performance shall be extended for a period equivalent to the period of such delay. 4. Miscellaneous Obligations. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of CPS and CCC, and any Federal, State or local governmental agency having jurisdiction in effect at the time such services are performed. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all necessary instruments, prepare all documents, take all actions as may be reasonably necessary to carry out the purposes of this Agreement, and make contract payments and reimbursements. CPS agrees to require the construction contractor to provide proof of insurance in the following amounts: 882/014084-0001 123463.02 PMot -2'- (a) Bodily injuries: One Million Dollars ($1,000,000) each person; One Million Dollars ($1,000,000) each accident; One Million Dollars ($1,000,000) aggregate products and completed operations. (b) Property damage: One Million Dollars ($1,000,000) each accident. (c) Worker's Compensation: statutory. CPS agrees to require the constriction contractor to name CCC, its City Council, officers, officials and employees as additionally named insureds with respect to liabilities arising out of the construction contractor's constriction of the Project pursuant to the Construction Contract. CPS fiuther agrees to require, with further provision, that such insurance is primary insurance with respect to the interests of the named parties, and that any other insurance maintained by the parties or other additionally named insureds, is excess and not contributing insurance with the insurance required hereunder. 5. Indemnification. In conternplation of the provisions of Section 895.2 of the California Govermnent Code ("Govermnent Code"), which impose certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement, as defined by Section 895 of the Government Code, the parties hereto, as between themselves, pursuant to the authorization contained in Section 895.4 of the Govermnent Code, will each assrune the frill liability imposed upon it, or any of its officers, agents, or employees, by law for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement to the sarne extent that such liability would be imposed in the absence of Section 895.2 of the Government Code. To achieve the above-stated purpose, each party indemnifies and holds harmless the other party for any loss, cost, or expense that may be imposed upon such other party solely by virtue of said Section 895.2. CCC and CPS agree to indermrify, defend and hold harmless each other against any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities arising from their respective acts or omissions. The provisions of California Civil Code Section 2778 are made a part hereof as if fully set forth. 6. Coordination of Work. Both parties agree that neither CCC, nor any of its respective employees, shall have any control over the mariner, mode or means by which the constriction contractor, its agents, or employees construct the Project. CPS agrees to allow CCC's employees access to the work site, and further agrees to enforce requirements of CCC upon the construction contractor, upon receipt of verbal or written instructions from CCC's field personnel. 7. Records and Reports. CPS agrees to provide CCC with copies of the Approved Plans and any other final record drawings, specifications, reports, records, documents and other materials for the work performed urider this Agreement. 8. Enforcement of A reement. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of 882/014094-0001 123463 02 PM01 -3- California. Legal actions concerning any dispute, claim or matter arising out of, or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such cotnty. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided, however, that if the default creates an immediate danger to the health, safety and general welfare, immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit CPS's or CCC's right to terminate this Agreement without cause pursuant to subsequent provisions in this Section. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render umiecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. This paragraph shall govern any termination of this Agreement with or without cause. Subject to the provisions of the first paragraph of this Section 7, either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party. Upon receipt of any notice of termination, CPS shall irmnediately cease all services hereuunder except such as may be specifically approved by CCC's Contract Officer; provided, however, that CPS will permit any continued construction on the Project which, in CPS's sole and absolute discretion, is necessary to protect the public health and safety ("Emergency Services"). In the event of termination, by either party, CPS shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination, for any services authorized by the CCC's Contract Officer thereafter, and for Emergency Services. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- 892/014084-0001 _ 123463M PM01 -4 terminating party with the opportunity to cure pursuant to the first paragraph of this Section. 9. City Officers and Employees. No officer or employee of either party shall be personally liable to the other party, or to the other parry's successor in interest, in the event of any default or breach by the party, or for any amount which may be come due to the other party, or to the other party's successor in interest, or for breach of any obligation of the terms of this Agreement. 10. Non-Discrimination. CPS covenants that by and for itself, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons, on account of race, color, creed, religion, sex, marital status, physical or mental disability, national origin or ancestry, in the performance of this Agreement. 11. Miscellaneous Provisions. Any notice, demand, request, document, consent, approval, or communication either party desires, or is required to give to the other party, or any other person, shall be in writing and either served personally or sent by prepaid, first class mail, to the following address: City of Cathedral City City of Palm Springs 68700 Avenida Lalo Guerrero P. O. Box 2743 Cathedral City, CA 92234 Palm Springs, CA 92263❑2743 Attention: City Manager Attention: City Manager David J. Barakian, City Engineer David J. Aleshire, City Attorney Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered, or seventy-two 72 hours after the time of depositing in the rnail, if mailed as provided in this Section. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either parry by reason of the authorship of this Agreement, or any other rule of construction which might otherwise apply. It is understood that there are no oral agreements between the parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 12. Severability. In the event any one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of the court of a competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement which are hereby declared as severable, and 882/014084-0001 123463 02 PM01 -5- shall be interpreted to carry out the intent of the parties hereunder, unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 13. Authority. Each person executing this Agreement on behalf of the parties hereto warrant that (i) such party is drily organized and existing; (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party; (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. 14. Waiver. No waiver of any breach of any of the terms, covenants, restrictions or conditions of this Agreement shall be construed as a waiver of any succeeding breach of the same or other covenants, restrictions and conditions hereof. Any and all waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of CCC and CPS. 15. Gender. The use herein of(i) the singular number shall be deemed to mean the plural; (ii) the masculine gender shall be deemed to mean the feminine or gender neutral and; (iii) the gender neutral shall be deemed to mean masculine or feminine whenever the sense of this Agreement so requires. 16. Execution. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterpart, in the aggregate, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CPS CITY OF PALM SPRINGS, a municipal corporation City Manager ATST: y f� City Clerk APPR-01 RY TFfP CITY COUNCIL APPROVED AS TO FORM: BY R 11AQ- / � l 90 City ney 882/014084-0001 123463 02 PM01 -6- APPROVED AS TO FORM: GREEN, de BORTNOWSKY &QLINTANILLA, LLP StevenB. Quintanill , -'ityAttorney for City of Cathedral Ci ccc CITY OF CATHEDRAL CITY, a imu rcipal corporation City Manager Reviewed: City Engineer 882/014084-0001 123463.02 PM01 -7-