HomeMy WebLinkAboutA3825 - CATHEDRAL CITY RAMON SAN LUIS REY REHAB MO 5996 b.�u w�5iva City of Cathedral City
o Ramon Rd. Rehab
AGREEMENT #3825
rn�EY Nfs- M05996, 7-16-97
AGREEMENT - -
THIS AGREEMENT (herein "Agreement") is made and entered into this
day of (7i 1997, by and between the City of Palm Springs, a municipal
corporation rein CPS) and the City of Cathedral City, a municipal corporation
(herein CCC). The parties hereto agree as follows:
RECITALS
Ramon Road, between San Luis Rey Drive and a point 2,115 feet easterly
thereof, is in poor physical condition and in need of rehabilitation. CCC and CPS have
entered into separate Agreements with Enos Engineering for preparation of plans and
specifications for the rehabilitation of said Ramon Road within said limits. Said plans
and specifications have been approved by the City Engineers of CCC and CPS. The
boundary between CCC and CPS is on the centerline of Ramon Road between said
limits of the proposed project construction.
NOW THEREFORE, the parties do agree as follows:
1. Project. CCC and CPS hereby agree that CCC will advertise, open bids, and enter
into a construction contract with a licensed contractor for the construction of said
Ramon Road Rehabilitation Project between San Luis Rey Drive and a point 2,115 feet
easterly thereof. CCC shall be lead agency and provide all inspection, construction
engineering, materials and soils testing for said project. All payments to contractors,
engineers or consultants will be made directly by CCC. CPS agrees to reimburse the
following to CCC upon presentation of invoices showing that the work has been
performed and payment made therefore:
(a) Payment for all construction as shown on said drawings by Enos
Engineering within CPS, as 'bid by the construction contractor. Both parties
agree that the budgeted amount for the construction within CPS is $90,000.
Payment shall be made in accordance with Exhibit "A". A maximum of 1
progress payment shall be made per calendar month by CPS to CCC.
(b) Payment for soils testing and construction inspection shall be made, at an
hourly rate in accordance with the attached rate schedule (see Exhibit "B"), in
an amount not to exceed $4,500.
CPS agrees to review all reimbursement requests received from CCC and to
make such reimbursements within a reasonable period, subject to completion of
construction to satisfaction of CPS.
CPS shall have the right to review the bids for the construction project. In the
event the lowest responsible bid is more than the budgeted amount, CPS may
reject the bids. If CPS rejects the bids, CCC may proceed with the rehab-
ilitation project on its own side of Ramon Road within its City limits, without
any further participation with CPS. Both parties shall have the right to revise
the bid specifications subject to standard change order procedures. CPS shall
have the right to review the construction project and approve such construction
through CCC's field inspector prior to completion of progress payments to the
construction contractor. CPS shall have the right to review and approve any
change orders or cost over-rums for construction within CPS. CPS shall have
the right to approve completion of the project and be a signator to the Notice of
Completion. Copies of all documents pertaining to the construction shall be
delivered to CPS upon written request to CCC. CCC will schedule construction
contractor such that construction will be completed on said project on or before
September 1, 1997.
2. Force Majeure. If CCC 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 governmental or military authorities, inability to
obtain permits or approvals or any other cause beyond the reasonable control of CCC,
whether similar or dissimilar to the foregoing, such performance shall be excused for
the period of the delay, provided that CCC shall, within 5 days of the commencement
of such delay, notify CPS in writing, of the and the period for such performance shall
be extended for a period equivalent to the period of such delay, provided that CCC
shall, within five days of the commencement of such delay, notify CPS in writing of
the causes of the delays. CPS shall ascertain the facts and the extent of delay, and
extend the time for completion for the period of the enforced delay when and if, in the
judgment of CPS, such delay is justified.
3. 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 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.
CCC agrees to require the construction contractor to provide proof of insurance
in the following amounts: Bodily injuries; $500,000 each person, $1,000,000 each �QA
accident, $1,000,000 aggregate products and completed operations. Property damage I
$1,000,000 each accident. Workers' 'Compensation: statutory.
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CCC agrees to require construction contractor to name CPS, its City Council,
officers, officials and employees as additionally named insured with respect to
liabilities arising out of construction contractor's performance of the work under
construction contract.
CCC further 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.
4. Indemnification. CCC agrees to indemnify CPS, its officers, agents and
employees against, and will hold and save them and each of them harmless from, any
and all actions, suits, claims damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be
asserted or claimed by any person, firm or entity arising out of or in connection with
the negligent performance of the work, operations or activities of CCC, its agents,
employees, subcontractors, or invitees, provided for herein, or arising from the
negligent acts or omissions of CCC thereunder, or arising from CCC's negligent
performance of or failure to perform any term, provision, covenant or condition of this
Agreement, whether or not there is concurrent passive or active negligence on the part
of CPS, its officers, agents or employees but excluding such claims or liabilities arising
from the sole negligence or willful misconduct CPS, its officers, agents or employees,
who are directly responsible to CPS, and in connection therewith:
(a) CCC will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against CPS, its
officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work,
operations or activities of CCC hereunder; and CCC agrees to save and hold CPS, its
officers, agents, and employees harmless therefrom;
(c) In the event CPS, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against CCC for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform
the work, operation or activities of CCC hereunder, CCC agrees to pay to CPS, its
officers, agents or employees, any and all costs and expenses incurred by CPS, its
officers, agents or employees in such action or proceeding, including but not limited to,
legal costs and attorneys' fees.
5. Coordination of Work. Both parties agree that neither CPS, nor any of its
respective employees, shall have any control over the manner, mode or means by
which the construction contractor, its agents, or employees perform the work required
under their construction contract Agreement with CCC. CCC agrees to allow CPS'
employees access to the work site, and further agrees to enforce requirements of CPS,
upon the construction contractor, upon receipt of verbal or written instructions from
CPS' field personnel.
6. Records and Reports. CCC agrees to provide CPS all final record drawings,
specifications, reports, records, documents and other materials for the work performed
under this Agreement.
7. Enforcement of Agreement. 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 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 county.
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 that if
the default is an immediate danger to the health, safety and general welfare, such
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 or CCC's right to terminate this Agreement without cause pursuant to this
Section.
CCC hereby authorizes CPS to deduct from any amount payable to CCC
(whether or not arising out of this Agreement) (I) any amounts the payment of which
may be in dispute hereunder or which are necessary to compensate CPS for any losses,
costs, liabilities, or damages suffered by CPS, and (ii) all amounts for which CPS may
be liable to third parties, by reason of CCC's acts or omissions in performing or failing
to perform CCC's obligation under this Agreement. In the event that any claim is
made by a third party, the amount or validity of which is disputed by CCC, or any
indebtedness shall exist which shall appear to be the basis for a claim of lien, CPS may
withhold from any payment due, without liability for interest because of such
withholding, an amount sufficient to cover such claim. The failure of CPS to exercise
such right to deduct or to withhold shall not, however, affect the obligations of CCC to
insure, indemnify, and protect CPS as elsewhere provided herein.
No delay or omission in the exercise of any right or remedy by a nondefaulting
party on any default shall impair such right or remedy or be construed as a waiver. A q S
party's consent to or approval of any act by the other party requiring the party's
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consent or approval shall not be deemed to waive or render unnecessary 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 Section shall govern any termination of this Agreement except as
specifically provided in the following Section for termination for cause. CPS reserves
the right to terminate This Agreement at any time, with or without cause, upon thirty
(30) days written notice to CCC, except that where termination is due to the fault of
CCC, the period of notice may be such shorter time as may be determined by the
Contract Officer. In addition, CCC reserves the right to terminate this Agreement at
any time upon, with or without cause, upon sixty (60) days written notice to CPS,
except that where termination is due to the fault of CPS, the period of notice may be
such shorter time as CCC may determine. Upon receipt of any notice of termination,
CCC shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where CCC has initiated termination, CCC
shall be entitled to compensation for all services rendered prior to the effective date of
the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be
approved by the Contract Officer, except as provided in this Section. In the event CCC
has initiated termination, CCC shall be entitled to compensation only for the reasonable
value of the work product actually produced hereunder. In the event of termination
without cause pursuant to this Section, the terminating party need not provide the non-
terminating party with the opportunity to cure pursuant to this Section.
8. City Officers and Employees, Non-Discrimination. No officer or employee of CPS
shall be personally liable to CCC, or any successor in interest in the event of any
default or breach by CPS, or for any amount which may become due to CCC or to its
successors, or for breach of any obligation of the terms of this Agreement.
CCC 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.
9. 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
pre-paid, first class mail, to the following address:
City of Cathedral City
P.O. Box 5001
Cathedral City, CA 92235-5001
Attention: City Manager
City of Palm Springs
P.O. Box 2743
Palm Springs, CA 92263
Attention: City Manager
City of Palm Springs
P.O. Box 2743
Palm Springs, CA 92263
Attn.: David J. Barakian, City Engineer
David J. Aleshire, Rutan & Tucker
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 in 72 hours from the time of depositing in the mail, 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 party 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.
10. 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, I QA
such invalidity or unenforceability shall not affect any of the remaining phrases, 1/ ,
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sentences, clauses, paragraphs or sections of this Agreement which are hereby declared
as severable, and 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.
11. Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that (1) such party is duly 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.
12. Waiver. No waiver of any breach of any of the terms, covenants, Agreements,
restrictions or conditions of this Agreement shall be construed as a waiver of any
succeeding breach of the same or other covenants, Agreements, 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.
13. 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 neuter and,
(iii) the neuter gender shall be deemed to mean masculine or feminine whenever the
sense of this Agreement so requires.
14. 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.
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EXHIBIT "A"
Cite of Palm Springs
REIMBURSEMENT ESTIMATE
per Bids Opened May 22, 1997
Project No. 96-36
Estimated Unit
Item Ouanti X Price Total
1. In Place Cold Recycle 8340 SY $ 3.50 $29,190.00
2. High Point Emulsion 24 Toms $ 225.00 5,400.00
3. 0.1 ARHM Overlay 518 Tons $ 53.00 27,454.00
4. Adjust Valves to Grade 12 Ea. $ 325.00 3,900.00
5. Adjust MH to Grade 5 Ea. $ 650.00 3,250.00
6. Traffic Detector Loops 7 Ea. $ 225.00 1,575.00
7. Traffic Control 50 % $15,500.00 7,750.00
8. Pavement Striping 55.6 %) $ 6,000.00 3,336.00
9. AC Berm 30 IF $ 10.00 300.00
CPS TOTAL: $ 82,155.00
EXHIBIT "B"
SCHEDULE OF COMPENSATION
HOURLY RATE SCHEDULE
Senior Civil Engineer, $44.26
Engineering Associate $38.05
Public Works Inspector $31.31