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HomeMy WebLinkAboutC-1876WATER SYSTEM PIPELINE INTERCONNECTION COOPERATIVE AGREEMENT This Agreement, dated as of the 3rd day of July, 2002, is executed by and between the City of Sierra Madre, a California municipal corporation ( "Sierra Madre ") and the City of Arcadia, a California charter city ( "Arcadia "); also, individually, "Party," and collectively "Parties ". RECITALS WHEREAS, the Parties desire to cooperate and jointly participate in a project to construct a 12 inch diameter water pipeline in Sierra Madre Boulevard, between Santa Anita Avenue located in Arcadia and a point of connection with Sierra Madre's water system in Sierra Vista Park located in Sierra Madre, for the purpose of providing a secondary source of water to the City of Sierra Madre in case of ear€hquakes and other emergencies, as more particularly set forth in Exhibit A , attached hereto and incorporated herein by reference ( "Project "); and WHEREAS, Sierra Madre has bid the Project in accordance with the California Public Contract Code and the total Project contract costs, according to the lowest responsive responsible bid, are $329,331.00; and WHEREAS, because the Project will be constructed within the jurisdictions of both Parties, the Parties desire to share the Project costs in accordance with the terms and conditions contained in this Agreement; and WHEREAS, the Parties intend that Arcadia's share of the Project costs shall be $259,898 and Sierra Madre's share of Project costs shall be $69,433, plus any cost increases during construction of the Project; and WHEREAS, it is anticipated that the funding for the Project will be from a combination of Sierra Madre local funds, Arcadia local funds and funds granted to both Parties by the United States Environmental Protection Agency for purposes consistent with the Project; and WHEREAS, Sierra Madre and Arcadia desire to set forth responsibilities and obligations of each as pertains to such participation and to the construction and funding of the Project. NOW, THEREFORE, IT IS MUTUALLY AGREED as follows: 1.0 SIERRA MADRE AGREES TO 1.1 Act as the Lead Agency in the design, construction, inspection and environmental review of the Project. 1.2 Provide plans and specifications and all necessary construction engineering for the Project. Sierra Madre shall submit such plans and specifications to Arcadia for Arcadia's prior review and approval. Sierra Madre shall not commence any construction of the Project until Arcadia has reviewed and approved all plans and specifications for the Project, in writing. 1.3 Construct, or cause to be constructed, the Project in accordance with the plans and specifications of Sierra Madre, which shall have been mutually approved by Sierra Madre and Arcadia, and in conformance with all applicable laws, ordinances, regulations and permits, to the satisfaction of and subject to concurrence of Arcadia. Page I of 7 1.4 Bid, award and administer any contracts for the construction of the Project in accordance with the California Public Contract Code. Sierra Madre hereby warrants and represents that it has already bid and awarded the Project to Engineered Plumbing, Inc, a California corporation, in accordance with the California Public Contract Code. 1.5 Prior to commencing construction of the Project, Sierra Madre shall, and require its contractors to maintain Commercial General Liability and Automobile Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and /or wrongful death and for property damage for not less than $1,000,000. Both the automobile and the liability insurance shall name Arcadia as an additional insured. The policies shall be "occurrence" not "claims made," policies and shall be primary and non- contributing to any insurance that Arcadia may elect to obtain. Such policies shall contain a full waiver of subrogation clause. The policies shall be issued by a carrier licensed to do business in California, with a then - current Best's rating of A:VIII or better. Said policies shall provide that they shall not be canceled or reduced in types of coverage or amount of coverage without at least thirty (30) days" prior written notice to Arcadia and that such reduction or cancellation shall not become effective until at least twenty (20) days after receipt by Arcadia of the written notice thereof. The policy amounts set forth above shall not limit or define the extent of Sierra Madre's indemnity liability pursuant to Section 3.3 or any other provision of this Agreement, or arising as a matter of law or at equity. Sierra Madre shall, and require its contractors to also maintain Workers' Compensation Insurance on all employees in amounts required by law. 1.6 Provide adequate inspection of all items of work performed under the construction contract(s) with Sierra Madre's contractors or subcontractors for the Project and maintain adequate records of inspection and materials testing for review by the Arcadia. Sierra Madre shall provide copies of any records of inspection and materials testing to Arcadia within ten (10) days of Sierra Madre's receipt of written demand from Arcadia for such records. 1.7 Pay for its proportionate share of Project costs. The Project costs shall include costs of Project construction, construction management and inspection, but shall not include the costs of design, construction engineering, and overhead costs. According to the contract price, Sierra Madre's proportionate share of Project costs is $69,433 and Sierra Madre shall be responsible for that sum, plus its proportionate share of any Project cost increases pursuant to Section 3.4 below. 1.8 Submit to the Arcadia a periodic itemized accounting (with adequate documentation) of actual Project costs incurred by Sierra Madre to date and which have not already been paid either by Sierra Madre or Arcadia, and a statement for Arcadia's proportionate share of the Project costs to date as provided herein. 1.9 Complete and observe any applicable requirements under the California Environmental Quality Act, the National Environmental Policy Act, or any other governing environmental laws or regulations. 1.10 Allow Arcadia, and it officers, officials, employees and contractors, to enter properties located in the incorporated areas of Sierra Madre for purposes of conducting inspections of the Project. 1.11 After its and Arcadia's acceptance of the Project work, maintain those portions of the Project within the incorporated area of Sierra Madre in accordance with Sierra Madre ordinances, regulations, policies and procedures. Page 2 of 7 2.0 ARCADIA AGREES TO: 2.1 Pay its proportionate share of Project costs. The Project costs shall include the cost of Project construction, construction management and inspection, but shall not include costs for design, construction engineering, and overhead costs. According to the contract price, Arcadia's proportionate share of Project costs is $259,898. Arcadia shall pay to Sierra Madre, from time to time on a reimbursement basis, a sum not to exceed $259,898, plus its proportionate share of any Project cost increases pursuant to Section 3.5 below, within thirty (30) days following Arcadia's receipt of a periodic itemized statement from Sierra Madre, pursuant to Section 1.8 above, setting forth actual Project costs incurred by Sierra Madre to date and which have not already been paid either by Sierra Madre or Arcadia, and Arcadia's proportionate share of Project costs, together with adequate documentation of said expenditures. 2.2 Allow Sierra Madre, and it officers, officials, employees and contractors, to enter properties located in the incorporated areas of Arcadia as necessary to construct the Project in accordance with this Agreement. Arcadia shall provide any permits to Sierra Madre that may be necessary to permit Sierra Madre to construct the Project upon any Arcadia property or right -of -way. 2.3 After its and Sierra Madre's acceptance of the Project work, maintain those portions of the Project within the incorporated area of Arcadia in accordance with Arcadia ordinances, regulations, policies and procedures. 3.0 IT IS MUTUALLY AGREED 3.1 The Parties agree that any change orders shall be approved in writing by both the Sierra Madre's and Arcadia's designated representatives. Arcadia shall not be responsible for any increases in Project costs due to change orders not previously approved by it in writing. 3.2 Upon Project completion, Arcadia reserves the right to accept that portion of the Project work located within the incorporated area of Arcadia or reject that portion of the Project work as not in conformance with the plans and specifications agreed upon between Sierra Madre and Arcadia, in Arcadia's reasonable discretion. If Arcadia rejects that portion of the Project work, it shall specify in writing those items of work rejected and Sierra Madre shall make any corrections necessary to render the Project acceptable to Arcadia, at Sierra Madre's sole cost and expense. 3.3 Sierra Madre, for itself and its successors and assigns, agrees to indemnify, defend and hold harmless Arcadia, and its directors, officials, officers, employees and agents from and against any and all claims, actions, liabilities, losses, damages, injuries, costs and expenses, including reasonable attorneys' fees, in connection with the loss of life, bodily injury and /or damage to property which are related to the construction, construction management, inspection or any other matter related to the Project, or any breach of a duty imposed by this Agreement upon Sierra Madre, or its successors and assigns, or a person or entity for whom Sierra Madre, or its successors and assigns, is legally responsible, including loss, injury or damage to person or property; provided, however, that such defense, indemnification and hold harmless obligations shall not apply to any of the foregoing to the extent they result from the passive or active negligence or willful misconduct of Arcadia or its directors, officials, officers, employees and agents. The indemnification obligations contained in this Section 3.3 shall survive the termination of this Agreement. Page 3 of 7 3.4 h1 the event Sierra Madre and /or Arcadia is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under the Agreement, Sierra Madre and Arcadia shall indemnify the other to the extent of its comparative fault, as set forth in Government Code Section 895, et seq.. 3.5 The parties acknowledge that final Project costs may ultimately exceed the current contract price. Any additional Project costs (whether the additional costs come from, without limitation, stop notices or change orders) over the current contract price for the Project of $329,331 (which is the sum of $69,433 from Sierra Madre and $259,898 from Arcadia) shall be borne twenty percent (20 %) by Sierra Madre and eighty percent (80 %) by Arcadia as part of the parties' respective obligations to pay for Project costs. 3.6 This Agreement may be canceled upon thirty (30) days written notice of either Party provided, however, that in the event of cancellation as provided herein, all Project costs required to be paid by the Parties prior to the effective date of cancellation shall be paid by the Parties in the proportion provided herein. 3.7 This Agreement shall terminate upon completion of the Project, acceptance by the Parties of the Project work and payment of final billing by Arcadia for its share of PROJECT costs. 3.8 This Agreement contains the entire agreement of the Parties with respect to subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified in writing signed by both Parties. 3.9 This Agreement shall be governed by the laws of the State of California. Any action or proceeding between the Parties concerning the interpretation or enforcement of this Agreement, or which arises out of or is in any way connected with this Agreement or the Project, shall be instituted and prosecuted in the appropriate state court in the County of Los Angeles, California. 3.10 Time is of the essence for each and every provision of this Agreement. 3.11 Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. The captions of the various articles and paragraphs are for convenience and ease or reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.12 No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.13 No waiver of any default shall constitute a waiver of any other default or brief, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.14 If a court of competent jurisdiction declares any portion of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions shall continue in full force and effect, unless the purpose of this agreement is frustrated. 3.15 This Agreement may be signed in counterparts, each of which shall constitute an original. 3.16 All notices shall be in writing, and either served personally or sent by United States Mail. For these purposes, the addresses for the Parties are as follows: Page 4 of 7 As to Sierra Madre City of Sierra Madre 232 W. Sierra Madre Boulevard Sierra Madre, CA 91024 Attn: Public Works Director As to Arcadia City of Arcadia 240 W. Huntington Drive Arcadia, CA 91007 Attn: Public Works Director 3.17 In the event any action is commenced to enforce or interpret any term or condition of this Agreement, in addition to costs and any other relief, the prevailing party shall be entitled to its reasonable attorneys' fees, expert fees and other reasonable costs of defense. 3.18 The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.19 There are no intended third party beneficiaries of any right or obligation assumed by the Parties. IN WITNESS WHEREOF, the Parties hereto have caused their names to be affixed hereto by the proper officers thereof. This Agreement shall be effective as of the date and year first written above. CITY OF SIERRA MADRE, a California municipal corporation By: - By: Tamara S. Gates, City Manager API am CITY OF ARCADIA, a California charter city William R. Kelly, City Manager APPROVED AS TO FORM: B Ex, Y .. y� City Attorney Page 5 of 7 ATTEST: ATTEST: _X SIERRA MADRE & ARCADIA 12" WATER SYSTEM INTER -TIE WORK ORDER 02- (2048) The work consists of the installation of a new 12 -inch waterline within Sierra Madre Boulevard that is to provide an emergency inter -tie with the City of Arcadia's water distribution system. The pipeline will connect the Sierra Madre main settling basin in Sierra Vista Park to the City of Arcadia water pipeline in Santa Anita Avenue.