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.
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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.
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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.
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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:
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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
CITY OF ARCADIA,
a California charter city
William R. Kelly, City Manager
ATTEST: ATTEST:
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APPROVED AS TO FORM:
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City Attorney
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_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.