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HomeMy WebLinkAboutC-2866ft 781.00 AGREEMENT 1 1 6 6 - V° C zs (P � THIS AGREEMENT is made and entered into by and between the CITY OF ARCADIA, a municipal corporation in the County of Los Angeles (hereinafter referred to as CITY), and the COUNTY OF LOS ANGELES, a political subdivision of the State of California (hereinafter referred to as COUNTY): WITNESSETH WHEREAS, Foothill Boulevard from Rosemead Boulevard to Michillinda Avenue is on the Highway Element of CITY'S General Plan and on COUNTY'S Highway Plan; and WHEREAS, CITY, the City of Pasadena, and COUNTY propose to improve the roadway pavement on Foothill Boulevard from Rosemead Boulevard to Michillinda Avenue, including the intersection of Foothill Boulevard and Michillinda Avenue, installing and constructing curb ramps, removing the existing median on Foothill Boulevard east of Michillinda Avenue (which work is hereinafter referred to as ROADWAY IMPROVEMENTS), to upgrade the traffic signals, replace poles and mast arms, and replace vehicle heads at the intersection of Foothill Boulevard and Michillinda Avenue, which work is hereinafter referred to as Traffic Signal Synchronization Program (TSSP); and to install video vehicle detectors at the following two intersections (which this work is hereinafter referred to as VIDEO DETECTORS); and Intersection Thomas Jurisdiction Maintained Maintenance Guide Shared By Agreement Foothill Boulevard at Michillinda Avenue 566 -H4 Arcadia 13% County County 41096 County 60% Pasadena 27% County 40947 _._ ........ _............-- .................. - ..... - ... --- ... __.._ .................................... ....__.... _-..- .... - ......................................................................... Foothill Boulevard at Baldwin Avenue ... .............. 567 -D4 -..---..._....._ ............... ............... ............. ---- Arcadia ............... _ ............................ _.... ...... - Arcadia ................ - .... ........... .. .......... -- East WHEREAS, the proposed improvements are jurisdictionally shared between CITY, the City of Pasadena, and COUNTY, and a separate agreement between the City of Pasadena and COUNTY is being executed covering the portion of PROJECT within the City of Pasadena's jurisdiction; and WHEREAS, ROADWAY IMPROVEMENTS, TSSP, and VIDEO DETECTORS together are hereinafter referred to as PROJECT; and WHEREAS, PROJECT is within the shared geographical boundaries of CITY, the City of Pasadena, and COUNTY; and Page 1 of 14 WHEREAS, PROJECT is of general interest to CITY, the City of Pasadena, and COUNTY; and WHEREAS, CITY, the City of Pasadena, and COUNTY are each responsible for their jurisdictional portions of the operation and maintenance of the traffic signals and signal systems along Foothill Boulevard, have memorialized their understanding regarding their relative rights, obligations, and duties in a separate agreement, and nothing in this AGREEMENT shall be construed as changing the role of COUNTY or CITY in operating and maintaining the traffic signals within COUNTY'S and CITY'S respective jurisdictions; and WHEREAS, COUNTY is willing to perform or cause to be performed the PRELIMINARY ENGINEERING AND FINAL DESIGN, solicitation of construction bids and award of construction contract, construction inspection and engineering, materials testing, construction survey, and CONTRACT ADMINISTRATION for PROJECT; and WHEREAS, the sum of COST OF ROADWAY IMPROVEMENTS, COST OF TSSP, and COST OF VIDEO DETECTORS as defined in paragraph 1) d., 1) e., and 1) f., of this AGREEMENT is hereinafter referred to as COST OF PROJECT; and WHEREAS, COST OF PROJECT includes the COST OF PRELIMINARY ENGINEERING AND FINAL DESIGN, COST OF CONSTRUCTION CONTRACT, and cost of CONSTRUCTION ADMINISTRATION as more fully set forth herein; and WHEREAS, COST OF PROJECT is currently estimated to be Two Million Nine Hundred Sixty -One Thousand and 00/100 Dollars ($2,961,000.00) with CITY'S estimated jurisdictional share being One Hundred Fifty -four Thousand Four Hundred and 00/100 Dollars ($154,470.00), City of Pasadena's estimated jurisdictional share being Nine Hundred Forty -six Thousand Four Hundred and 00/100 Dollars ($946,400.00), and COUNTY'S estimated share being One Million Eight Hundred Six Thousand One Hundred Thirty and 00/100 Dollars ($1,860,130.00); and WHEREAS, CITY and COUNTY are each willing to finance their respective jurisdictional shares of COST OF ROADWAY IMPROVEMENTS and COST OF VIDEO DETECTORS as described in paragraph 4) b., below; and WHEREAS, COUNTY has obtained a 2007 Call for Projects grant for the San Gabriel Valley Forum Traffic Signal Corridors project from the Los Angeles County Metropolitan Transportation Authority (LACMTA) up to a maximum of Ten Million Eight Hundred Thousand and 00/100 Dollars ($10,800,000.00) with COUNTY matching funds of Three Million Eight Hundred Fifty -Seven Thousand and 00/100 Dollars ($3,857,000.00); and WHEREAS, said 2007 Call for Projects grant is secured pursuant to Memorandum of Understanding (MOU) POOOF1321 between COUNTY and LACMTA, dated June 27, 2009, and said MOU is consistent with the scope of work for TSSP; and Page 2 of 14 WHEREAS, COUNTY is willing to utilize a portion of the funding provided for in COUNTY - LACMTA MOU POOOF1321 for TSSP and COUNTY matching funds to finance the entire COST OF TSSP, currently estimated to be One Million One Hundred Sixty -Seven Thousand and 00/100 Dollars ($1,167,000.00); and WHEREAS, CITY'S jurisdictional share of COST OF TSSP, currently estimated to be Sixty -Three Thousand Eight Hundred and 00/100 Dollars ($63,800.00), will be financed by LACMTA grant funds, currently estimated to be Forty -Seven Thousand and 00/100 Dollars ($47,000.00), and COUNTY matching funds consisting of a COUNTY Highways- Through- Cities (HTC) contribution to CITY of Sixteen Thousand Eight Hundred and 00/100 Dollars ($16,800.00); and WHEREAS, CITY is willing to finance its jurisdictional share of COST OF ROADWAY IMPROVEMENTS, currently estimated to be Forty -Nine Thousand Four Hundred and 00/100 Dollars ($49,400.00), by claiming Thirty -Nine Thousand Four Hundred and 00/100 Dollars ($39,400.00) of its available COUNTY Aids -to- Cities (ATC) funds from the Fiscal Year 1990 -91 allocation or preceding years, and depositing other CITY funds in the amount of Ten Thousand and 00/100 Dollars ($10,000.00) in cash; and WHEREAS, CITY is further willing to finance its jurisdictional share of COST OF VIDEO DETECTORS, currently estimated to be Forty -One Thousand Two Hundred Seventy and 00/100 Dollars ($41,270.00), by claiming its available remaining balance of COUNTY ATC funds in the amount of Forty -One Thousand Two Hundred Seventy and 00/100 Dollars ($41,270.00); and WHEREAS, PROJECT is of general COUNTY interest, and COUNTY is willing to utilize CITY'S ATC funds as credit toward a portion of the CITY'S share of COST OF ROADWAY IMPROVEMENTS and COST OF VIDEO DETECTORS and to grant HTC funds to CITY to finance a portion of CITY'S share of TSSP; and WHEREAS, such a proposal is authorized and provided for by the provisions of Sections 1680 -1684 and 1686 of the California Streets and Highways Code. WHEREAS, such a proposal is authorized and provided for by the provisions of Sections 6500 and 23004, et seq., of the Government Code and Sections 1685 and 1803 of the California Streets and Highways Code. NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: Page 3 of 14 1) DEFINITIONS: a. JURISDICTION as referred to in this AGREEMENT shall be defined as the area within the geographical boundary of the CITY and the unincorporated COUNTY areas as mentioned in this AGREEMENT. b. PRELIMINARY ENGINEERING AND FINAL DESIGN as referred to in this AGREEMENT shall consist of environmental findings and approvals /permits; design survey; soils report; traffic index and geometric investigation; preparation of plans, specifications, and cost estimates; right -of -way engineering; utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids. c. COST OF PRELIMINARY ENGINEERING AND FINAL DESIGN as referred to in this AGREEMENT shall consist of all costs incurred in connection with completion of preliminary engineering including, without limitation, the costs of environmental documentation; design survey, soils report, traffic index, and geometric investigation; preparation of plans, specifications, and cost estimates; right -of -way certification, utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids and shall include any and all currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any and all of the aforementioned items. d. COST OF ROADWAY IMPROVEMENTS, as referred to in this AGREEMENT, shall consist of all costs incurred in connection with completion of the ROADWAY IMPROVEMENTS including, without limitation, the COST OF PRELIMINARY ENGINEERING AND FINAL DESIGN, construction contract, contract administration, construction inspection and engineering, materials testing, required materials, construction survey, utility relocation, traffic detour, changes and modifications of plans and specifications necessitated by unforeseen or unforeseeable field conditions encountered during construction of ROADWAY IMPROVEMENTS, and all other work necessary to construct ROADWAY IMPROVEMENTS in accordance with approved plans and shall include any and all currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any and all of the aforementioned items. e. COST OF TSSP, as referred to in this AGREEMENT, shall consist of all costs incurred in connection with completion of the TSSP including, without limitation, the COST OF PRELIMINARY ENGINEERING AND FINAL DESIGN, construction contract, contract administration, construction inspection and engineering, materials testing, required Page 4 of 14 materials, construction survey, utility relocation, traffic detour, changes and modifications of plans and specifications necessitated by unforeseen or unforeseeable field conditions encountered during construction of TSSP, and all other work necessary to construct TSSP in accordance with approved plans and shall include any and all currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any and all of the aforementioned items. f. COST OF VIDEO DETECTORS, as referred to in this AGREEMENT, shall consist of all costs incurred in connection with completion of the VIDEO DETECTORS including, without limitation, the COST OF PRELIMINARY ENGINEERING AND FINAL DESIGN, construction contract, contract administration, construction inspection and engineering, materials testing, required materials, construction survey, utility relocation, traffic detour, changes and modifications of plans and specifications necessitated by unforeseen or unforeseeable field conditions encountered during construction of VIDEO DETECTORS, and all other work necessary to construct VIDEO DETECTORS in accordance with approved plans and shall include any and all currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any and all of the aforementioned items. g. COST OF CONSTRUCTION CONTRACT, as referred to in this AGREEMENT, shall consist of the total of all payments to the construction contractor(s) for PROJECT and the total of all payments to utility companies or contractor(s) for the relocation of facilities necessary for the construction of PROJECT. h. CONSTRUCTION ADMINISTRATION, as referred to in this AGREEMENT, shall consist of construction contract administration, construction inspection, materials testing, construction survey, traffic detour, signing and striping, construction engineering, utility relocation, changes and modifications of plans and specifications for PROJECT necessitated by unforeseen or unforeseeable field conditions encountered during construction of PROJECT, construction contingencies, and all other necessary work after advertising of PROJECT for construction bids to cause PROJECT to be constructed in accordance with said plans and specifications approved by CITY and COUNTY. COST OF PROJECT, as referred to in this AGREEMENT, shall consist of the COST OF CONSTRUCTION CONTRACT, COST OF PRELIMINARY ENGINEERING AND FINAL DESIGN, and cost of CONSTRUCTION ADMINISTRATION, right -of -way acquisition and clearances matters, and all other work necessary to complete PROJECT in accordance with the Page 5 of 14 approved plans and specifications and shall include currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the aforementioned items. Completion of PROJECT, as referred to in this AGREEMENT, shall be defined as the date of field acceptance of construction of PROJECT by COUNTY and an electronic notification to CITY'S Director of Public Works /City Engineer that the road improvements within CITY'S JURISDICTION are transferred to CITY for the purpose of operation and maintenance. 2) CITY AGREES: a. To finance CITY'S jurisdictional share of COST OF ROADWAY IMPROVEMENTS currently estimated to be Forty -Nine Thousand Four Hundred and 00/100 Dollars ($49,400.00) the actual amount of which are to be determined by a final accounting, pursuant to paragraph 4) b., below. b. To claim Forty -One Thousand Two Hundred Seventy and 00/100 Dollars ($41,270.00) of its available COUNTY ATC allocation of funds as full and final payment of CITY'S jurisdictional share of COST OF VIDEO DETECTORS, such claim to be effective upon full execution of this AGREEMENT with no further action required by CITY. c. To claim Thirty -Nine Thousand Four Hundred and 00/100 Dollars ($39,400.00) of its available COUNTY ATC allocation of funds as credit toward a portion of its jurisdictional share of COST OF ROADWAY IMPROVEMENTS, such claim being effective upon full execution of this AGREEMENT with no further action required by CITY, and to deposit with COUNTY Ten Thousand and 00/100 Dollars ($10,000.00) to finance its remaining estimated jurisdictional share of COST OF ROADWAY IMPROVEMENTS, hereinafter referred to as CITY'S PAYMENT. Said demand will consist of a billing invoice prepared by COUNTY. d. To grant to COUNTY, at no cost to COUNTY, any temporary right of way for which CITY owns or has an easement that is necessary for the construction of PROJECT. e. To provide COUNTY with conditions for issuance of encroachment, excavation, construction permit, and any other special conditions at the time of plan approval for construction bids so that the permit conditions are fully incorporated into the PROJECT plans and specifications that contractors or any other person in charge of construction shall have no merit to request change in work compensation. Page 6 of 14 f. Upon receipt of permit application from COUNTY and approval of construction plans for PROJECT, to issue COUNTY any necessary permit(s) authorizing COUNTY to construct those portions of PROJECT within CITY'S JURISDICTION at no cost to COUNTY. g. To appoint COUNTY to act as attorney -in -fact for the purpose of implementing the PROJECT within CITY'S JURISDICTION and in all things necessary and proper to complete PROJECT. h. To cooperate with COUNTY in conducting negotiations with and, where appropriate, to issue notices to public utility organizations and owners of substructure and overhead facilities regarding the relocation, removal, operation, and maintenance of all surface and underground utilities, facilities, structures, and transportation services that interfere with the proposed construction. Where utilities have been installed in CITY streets or on CITY property, CITY will provide the necessary right of way for the relocation of those utilities and facilities that interfere with the construction of PROJECT at no cost to COUNTY. CITY will take all necessary steps to grant, transfer, or assign all prior rights over the utility companies and owners of substructure and overhead facilities to COUNTY when necessary to construct, complete, and maintain PROJECT or to appoint COUNTY as its attorney -in -fact to exercise such prior rights. To be financially responsible for disposal and /or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within CITY'S JURISDICTION. Upon completion CITY'S expense IMPROVEMENTS JURISDICTION. 3) COUNTY AGREES: of PROJECT to maintain in good condition and at all improvements constructed as part of ROADWAY and VIDEO DECTECTORS within CITY'S a. To perform or cause to be performed the PRELIMINARY ENGINEERING AND FINAL DESIGN, CONSTRUCTION ADMINISTRATION, right -of -way acquisition and clearance matters, and all other work necessary to complete PROJECT. b. To utilize the CITY'S ATC funds and apply a credit of Thirty -Nine Thousand Four Hundred and 00/100 Dollars ($39,400.00) to finance CITY'S jurisdictional share of ROADWAY IMPROVEMENTS, and to utilize the remaining balance of CITY'S ATC funds estimated to be Forty -One Thousand Two Hundred Seventy and 00/100 Dollars ($41,270.00) to finance CITY'S jurisdictional share of VIDEO DETECTORS at the Page 7 of 14 aforementioned intersections of Foothill Boulevard with Michillinda Avenue and Baldwin Avenue. c. To finance COUNTY'S jurisdictional share of COST OF ROADWAY IMPROVEMENTS and COST OF VIDEO DETECTORS, currently estimated to be One Million Three Hundred Twenty -Four Thousand and 00/100 Dollars ($1,324,000.00), the actual amount of which is to be determined by a final accounting of COST OF PROJECT, pursuant to paragraph 4) b., below. d. To finance the entire COST OF TSSP, currently estimated to be One Million One Hundred Sixty -Seven Thousand and 00/100 Dollars ($1,167,000.00), the actual amount of which is to be determined by a final accounting of COST OF PROJECT, pursuant to paragraph 4) b., below. Said COST OF TSSP includes a COUNTY HTC contribution to CITY, currently estimated to be Sixteen Thousand Eight Hundred Hundred and 00/100 Dollars ($16,800.00), to finance CITY'S jurisdictional share of matching funds pursuant to COUNTY - LACMTA MOU POOOF1321. e. To obtain CITY'S approval of plans for PROJECT prior to solicitation for construction bids. f. To solicit PROJECT for construction bids, award and administer the construction contract, do all things necessary and proper to complete PROJECT, and act on behalf of CITY in all negotiations pertaining thereto. g. To be financially responsible for disposal and /or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within COUNTY'S JURISDICTION. h. To provide all change orders for ROADWAY IMPROVEMENTS within CITY'S JURISDICTION to CITY in a timely manner via electronic mail notification to the CITY inspector /office engineer assigned to the PROJECT. If CITY does not respond within ten (10) calendar days, COUNTY may proceed with change orders. To furnish CITY within one hundred eighty (180) calendar days after final payment to contractor and /or final reimbursement from LACMTA, whichever comes last, a final accounting of the actual COST OF PROJECT, including an itemization of actual unit costs and actual quantities for PROJECT. j. To comply with all applicable Federal, State, and local laws, rules, and ordinances in the performance of this AGREEMENT. Page 8 of 14 k. Upon completion of PROJECT, to maintain in good condition and at COUNTY'S expense all improvements constructed as part of PROJECT within COUNTY'S JURISDICTION. 4) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. Upon completion of PROJECT, the traffic signal constructed as part of PROJECT within CITY at the intersection of Foothill Boulevard and Michillinda Avenue will be maintained by COUNTY under the terms and conditions set forth in Traffic Signal Maintenance Agreement 41096 between the CITY and COUNTY. b. The final accounting of the actual total COST OF PROJECT shall allocate the COST OF ROADWAY IMPROVEMENTS between CITY and COUNTY based on the location of the improvements and /or work done. Thus, the cost of all work for ROADWAY IMPROVEMENTS, including all engineering, administration, and all other costs incidental to the work or improvement, located within COUNTY'S JURISDICTION shall be borne by COUNTY. Such costs constitute COST OF ROADWAY IMPROVEMENTS within COUNTY'S JURISDICTION. The cost of all work for ROADWAY IMPROVEMENTS, including all engineering, administration, and all other costs incidental to the work or improvement, located within CITY'S JURISDICTION shall be borne by CITY. Such costs constitute COST OF ROADWAY IMPROVEMENTS within CITY'S JURISDICTION. c. CITY shall review the final accounting invoice prepared by COUNTY and report in writing any discrepancies to COUNTY within sixty (60) calendar days after the date of said invoice. Undisputed charges shall be paid by CITY to COUNTY within sixty (60) calendar days after the date of said invoice. COUNTY shall review all disputed charges and submit a written justification detailing the basis for those charges within sixty (60) calendar days of receipt of CITY'S written report. CITY shall then make payment of the previously disputed charges or submit justification for nonpayment within sixty (60) calendar days after the date of COUNTY'S written justification. d. That if at final accounting, CITY'S jurisdictional share of COST OF ROADWAY IMPROVEMENTS exceed the sum of CITY'S credit of COUNTY ATC funds and CITY'S PAYMENT, as set forth in paragraph 2) b., above, CITY shall pay to COUNTY the additional amount upon demand. Said demand shall consist of a billing invoice prepared by COUNTY. Conversely, if the required CITY share less the sum of LACMTA grant funds and HTC contribution fund, is less than the amount of CITY'S PAYMENT, COUNTY shall credit the difference to CITY'S available ATC fund balance to fund a portion of the cost of video detection Page 9 of 14 installation within thirty (30) days of the date COUNTY furnishes CITY with the final accounting without further action by CITY. e. That if CITY'S payment, as set forth in paragraph (4) d., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, COUNTY is entitled to recover interest thereon beginning sixty (60) calendar days from the date of the invoice at the rate of interest specified in the General Services Agreement executed by the parties to this AGREEMENT currently in effect. f. That if CITY'S payment, as set forth in paragraph (4) d., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, notwithstanding the provisions of Government Code Section 907, COUNTY may satisfy such indebtedness, including interest thereon, from any funds of CITY on deposit with COUNTY, after giving notice to CITY of COUNTY'S intention to do so. g. COUNTY at any time may, at its sole discretion, designate an alternative payment mailing address and an alternative schedule for payment of CITY funds if applicable. CITY shall be notified of such changes by invoice prepared by COUNTY and delivered to CITY. h. During construction of PROJECT, COUNTY shall furnish an inspector or other representative to perform the functions of an inspector. CITY may also furnish, at no cost to COUNTY, an inspector or other representative to inspect construction of PROJECT. Said inspectors shall cooperate and consult with each other, but the orders of COUNTY inspector to the contractors or any other person in charge of construction shall prevail and be final. For the portion of ROADWAY IMPROVEMENTS in CITY'S JURISDICTION, COUNTY hereby assigns to CITY all of its right, title, and interest to any unlapsed portion of a one -year warranty granted to the COUNTY by the construction contractor constructing PROJECT. CITY agrees to accept said assignment as its sole remedy against COUNTY in connection with defects relating to said PROJECT. j. This AGREEMENT may be terminated, amended, or modified only by mutual written consent of CITY and COUNTY. Termination, amendments, and modifications of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works or their delegates. Page 10 of 14 k. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Thomas W. Tait Director of Public Works City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 COUNTY: Ms. Gail Farber Director of Public Works County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802 -1460 Other than as provided below, neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. m. Neither COUNTY nor any officer or employee of COUNTY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, or release of any hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the CITY'S JURISDICTION or arising from acts or omissions on the part of the CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the CITY under this AGREEMENT, including liability under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980 (CERCLA) and under the California Health and Safety Code. It is understood and agreed pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any such damage, liability or claim. In addition to being an AGREEMENT enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an AGREEMENT pursuant to 42 U.S.C. Section 9607(e), Page 11 of 14 Section 107(e), of the amended CERCLA, and California Health and Safety Code Section 25364. n. Other than as provided below, neither CITY nor any officer or employee of CITY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. o. Neither CITY nor any officer or employee of CITY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, or release of any hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT that is not within the CITY'S JURISDICTION or arising from acts or omissions on the part of the COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the COUNTY under this AGREEMENT, including liability under CERCLA and under the California Health and Safety Code. It is understood and agreed pursuant to Government Code Section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any such damage, liability or claim. In addition to being an AGREEMENT enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an AGREEMENT pursuant to 42 U.S.C. Section 9607(e), Section 107(e), of the amended CERCLA, and California Health and Safety Code Section 25364. p. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an AGREEMENT (as defined in Section 895 of said code), each of the parties hereto, pursuant to the authorization contained in Sections 895.4 and 895.6 of said code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of Section 895.2 of said code. To achieve the above - stated purpose, each of the parties indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of Page 12 of 14 Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein. q. The provisions of this AGREEMENT shall supersede and control over any provisions inconsistent herewith in the Assumption of Liability Agreement 32046 between CITY and COUNTY, adopted by the Board of Supervisors on November 14, 1977, and currently in effect. Page 13 of 14 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized by the CITY OF ARCADIA on Wx)q0 \A',0(L 25 , 2013, and by the COUNTY OF LOS ANGELES on n v194 2014 ATTEST: SAC H I A. HAMAI Executive Officer of the Board of Supervisors of the County of Los Angeles By -- Deputy APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel By W Deputy COUNTY O,6 LOS ANGELES ffF By Chairman, Boa d o upervisors CIT ': Am ADOPTED FRVISORS #29 JAN072014 ACH A. AMAI EXECUTIVE OFFICER M-A Timm ity _ / APPROVED AS TO FORM: By City Attorney PApdpub \City \Cities -Uninc Areas \San Gabriel Valley\ARCToothill BI \Foothill BI agmt.doc Page 14 of 14 GAIL FARBER, Director COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS "To Enrich Lives Through Effective and Caring Service" 900 SOUTH FREMONT AVENUE ALHAMBRA, CALIFORNIA 91803 -1331 Telephone: (626) 458 -5100 http: / /dpw.lacounty.gov ADDRESS ALL CORRESPONDENCE TO: P.O. BOX 1460 ALHAMBRA, CALIFORNIA 91802 -1460 IN REPLY PLEASE REFER TO FILE: PD-6 February 10, 2014 Mr. Thomas W. Tait Director of Public Works City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 Dear Mr. Tait: FOOTHILL BOULEVARD FROM ROSEMEAD BOULEVARD TO MICHILLINDA AVENUE ROAD PAVEMENT IMPROVEMENT AND TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT CITY OF ARCADIA — COUNTY OF LOS ANGELES EXECUTED COOPERATIVE AGREEMENT 78100 Enclosed for your files is the fully executed original cooperative Agreement 78100, providing for the City of Arcadia to finance its jurisdictional share of the cost of the project estimated to be $10,000. This agreement was adopted by the County of Los Angeles Board of Supervisors on January 7, 2014. In accordance with the terms of this agreement, the City will finance its share of the cost of the project upon receiving a billing invoice from the County. Upon completion of the project, the roadway improvements constructed as part of the project within the City jurisdiction will be maintained by the City. Mr. Thomas W. Tait February 10, 2014 Page 2 If you have any questions or require additional information, please contact Mr. Mandad Derakhshani, City Services Representative, at (626) 458 -7136 or mderakas @dpw.lacounty.gov. Very truly yours, 6 GAIL FARBER Director of Public Works MD:dg C130867 PApdpub \City \Cities -Uninc Areas \San Gabriel Valley\ARC \Foothill BI \Exec agmt Itr Arc.doc Enc.