RCTC/MOU Hwy 111 & Wash 9602463'7
MEMORANDUM OF UNDERSTANDING
FOR THE FUNDING AND CONSTRUCTION OF
STATE HIGHWAY 111 IMPROVEMENTS
1. Parties and Date.
1.1 This Agreemept, is executed and entered into
this d- day of YWV , 19960 by and between the
RIVERSIDE COUNTY TRANSPORTATI N COMMISSION ("ROTC") and THE CITY OF
LA QUINTA ("City").
2. Recitals.
2.1 RCTC is a county transportation commission created
and existing pursuant to California Public Utilities Code Sections
130053 and 130053.5.
2.2 On November 8, 1988 the Voters of Riverside County
approved Measure A authorizing the collection of a one-half percent
(1/211) retail transactions and use tax (the "tax") to fund
transportation programs and improvements within the County of
Riverside, and adopting the Riverside County Transportation
Improvement Plan (the "Plan").
2.3 The Plan allocates 20 million dollars for the
construction of improvements along Route 111 from Ramon to Indio
Boulevard in the Coachella Valley (the "Highway 111 Funds").
2.4 Pursuant to Public Utility Code Sections 240000 et
sea., RCTC is authorized to allocate the proceeds of the Tax in
furtherance of the Plan.
2.5 The City is planning certain improvements at or near
the intersection of State Highway 111 and Washington Street.
2.6 RCTC has determined that the improvements referenced
in Section 2.5 above and described more fully herein qualify in
part for Highway 111 Funds. RCTC's funding of the project is
expressly contingent upon completion of adequate final environ-
mental review. In the event that adequate final environmental
review is not completed, all funds disbursed to the City pursuant
to this Agreement shall be refunded to RCTC.
2.7 RCTC intends by this Funding Agreement to allocate
Highway 111 Funds towards the construction of these intersection
improvements, subject to the conditions provided herein.
3. Terms.
3.1 Description of Improvements. This Funding Agreement
is intended to allocate Highway 111 Funds to partially fund the
purchase of right-of-way for and the construction of authorized
portions of the Washington Street intersection improvements
currently being planned within the City of La Quinta (the
"Project"). The Project is more fully described in Exhibit "A"
attached hereto and, pursuant to Section 3.3 below, is subject to
modification as requested by the City and approved by RCTC. It is
understood and agreed that the City shall expend Highway 111 Funds
only as set forth in this Funding Agreement and only for the
Project. To this end, any use of funds provided pursuant to this
Funding Agreement shall be subject to the review and approval of
RCTC. RCTC's funding of the Project is expressly contingent upon
completion of adequate final environmental review. In the event
that adequate final environmental review is not completed, all
funds disbursed to the City pursuant to this Agreement shall be
refunded to RCTC.
3.2 Funding Amounts; Authorized Expenditures. RCTC
hereby agrees to allocate to the City, on the terms and conditions
set forth herein, the maximum sum of four hundred and sixty-two
thousand dollars ($462,000) ("Funding Amount"). In no event shall
the Funding Amount exceed four hundred sixty-two thousand dollars
($462,000). Funds allocated under this Agreement shall only be
used for the following purposes: (1) applicable right-of-way
acquisition and reasonable billboard relocation costs paid directly
to land owner(s) or tenant(s), and City -incurred legal fees; and
(2) signal improvements at the Washington Street intersection.
3.3 Responsibilities of Parties/Project Description.
The responsibilities of the City and RCTC with respect to this
Agreement and the successful completion of the Project are
described in Exhibit "B," attached hereto and incorporated herein
by reference. Changes to the characteristics of the Project and
any responsibilities of the City or RCTC may be requested in
writing by the City and are subject to the approval of RCTC's
Representative.
3.4 Independent Contractors. Any persons or entities
retained by the City or any consultant shall be retained on an
independent contractor basis and shall not be employees of RCTC.
Any personnel performing services on the project shall at all times
be under the exclusive direction and control of the City or consul-
tant, whichever is applicable. The City or consultant shall pay
all wages, salaries and other amounts due such personnel in connec-
tion with their performance of services on the project and as
required by law. The City or consultant shall be responsible for
all reports and obligations respecting such personnel, including,
but not limited to: social security taxes, income tax withholding,
unemployment insurance and workers' compensation insurance.
3.5 Term/Notice of Completion. The term of this Funding
Agreement shall be from the date first hereinabove written until
the date the City provides a written Notice of Completion to RCTC
or until termination of this Agreement pursuant to Section 3.9,
whichever occurs first. All applicable indemnification provisions
of this Agreement shall remain in effect following the termination
of this Agreement.
DRD289741 - 2 -
3.6 RCTC's Representative. RCTC's Executive Director,
or his or her designee, shall serve as RCTC's Representative and
shall have the authority to act on behalf of ROTC for all purposes
under this Funding Agreement. RCTC's Representative shall also
review and give approval, as needed, to the details of the City's
work as it progresses.
3.7 The City's Representative. The City hereby desig-
nates David M. Cosper, Public Works Director, its Project
Coordinator as the City's Representative to RCTC. The City's
Representative shall have the authority to act on behalf of the
City for all purposes under this Funding Agreement and shall
coordinate all phases of the Project under the City's
responsibility. The City shall work closely and cooperate fully
with RCTC's Representative and any other agencies which may have
jurisdiction over or an interest in the Project. The City's
Representative shall be available to RCTC staff at all reasonable
times. Any substitution in the City's Representative shall be
approved in writing by RCTC's Representative.
3.8 Standard of Care; Licenses. The City represents and
maintains that it shall implement the Project in a skillful and
competent manner and shall only involve in the Project persons or
entities skilled in the calling(s) necessary to perform all
services, duties and obligations required to fully and adequately
complete the Project.
3.9 Review of Services. The City shall allow RCTC's
Representative to inspect or review the progress of the Project at
any reasonable time in order to determine whether the terms of this
Funding Agreement are being met.
3.10 Termination.
3.10.1 Notice. Either RCTC or the City may
terminate this Agreement in whole or in part at any time, by giving
written notice to the other party of such termination and
specifying the effective date thereof. Upon receipt of a written
notice of termination from RCTC, or upon deposit of a written
notice of termination from the City in the U.S. Mail, the City
shall cease expenditure of funds which are expected to be
reimbursed with Highway 111 Funds pursuant to this Funding
Agreement. Neither the City nor RCTC may terminate this Agreement
except for cause.
3.10.2 Effect of Termination. Upon termination,
RCTC shall allocate Highway 111 Funds for Project improvements
satisfactorily completed through the date of termination, provided
the Cost does not exceed the maximum Funding Amount. The City
shall provide documentation deemed adequate by RCTC's
Representative to show the Project costs incurred and Project
improvements actually completed prior to the date of termination.
DRD289741 - 3 -
3.10.3 Cumulative Remedies. The rights and
remedies of the Parties provided in this Section are in addition to
any other rights and remedies provided by law or under this
Agreement.
3.10.4 Waivers. The City, in executing this
Agreement, shall be deemed to have waived any and all claims for
damages which may otherwise arise from RCTC's termination of this
Agreement, as provided in this Section 3.10.
3.11 Prevailing Wages. The City and any other person or
entity hired to perform services on the Project are alerted to the
requirements of California Labor Code Sections 1770 et sea., which
would require the payment of prevailing wages were the services or
any portion thereof determined to be a public work, as defined
therein. The City shall ensure compliance with these prevailing
wage requirements by any person or entity hired to perform services
on the Project. The City shall defend, indemnify, and hold
harmless RCTC, its officers, employees, consultants, and agents
from any claim or liability, including without limitation
attorneys' fees, arising from any failure or alleged failure to
comply with California Labor Code Sections 1770 et sea.
3.12 Copies of Materials. RCTC shall have the right to
inspect and to obtain for its records copies of all records and
materials which may be prepared by the City under this Agreement.
3.13 Indemnification.
3.13.1 Responsibilities. The City agrees to
indemnify and hold harmless RCTC, its officers, agents,
consultants, and employees from any and all claims, demands, costs
or liability arising from or connected with all activities governed
by this Agreement including all design and construction activities
due to negligent acts, errors or omissions or willful misconduct of
the City. The City will reimburse RCTC for any expenditures,
including reasonable attorneys' fees, incurred by RCTC, in
defending against claims ultimately determined to be due to
negligent acts, errors or omissions or willful misconduct of the
City.
3.13.2 Effect of Acceptance. The City shall be
responsible for the professional quality, technical accuracy and
the coordination of any services provided to complete the Project.
RCTC's review, acceptance or funding of any services performed by
the City or any other person or entity under this Agreement shall
not be construed to operate as a waiver of any rights RCTC may hold
under this Agreement or of any cause of action arising out such
persons' or entities' performance. Further, the City shall be and
remain liable to RCTC, in accordance with applicable law, for all
damages to RCTC caused by the City's negligent performance of this
Agreement or supervision of any services provided to complete the
Project.
DRD289741 - 4 -
3.14 Design/Construction Liability. It is understood and
agreed that ROTC shall not be responsible or liable for any damages
or liabilities arising out of the design or construction of the
Project, and that the City, design consultant (s), contractors) or
other persons or entities shall be responsible and liable for such
damages, according to law.
3.15 Insurance. The City shall require all persons or
entities hired to perform services on the Project to obtain, and
require their Subconsultants to obtain, insurance of the types and
in the amounts described below and satisfactory to RCTC. Such
insurance shall be maintained throughout the term of this Funding
Agreement, or until completion of the Project, whichever occurs
last.
3.15.1 Commercial General Liability Insurance.
Occurrence version commercial general liability insurance or
equivalent form with a combined single limit of not less than
$1,000,000.00 per occurrence. If such insurance contains a general
aggregate limit, it shall apply separately to the Project or be no
less than two times the occurrence limit. Such insurance shall:
3.15.1.1 Name RCTC, its officials,
officers, employees, agents, and consultants as insureds with
respect to performance of the services on the Project and shall
contain no special limitations on the scope of coverage or the
protection afforded to these insureds;
3.15.1.2 Be primary with respect to any
insurance or self insurance programs covering RCTC, its officials,
officers, employees, agents, and consultants; and
3.15.1.3 Contain standard separation of
insureds provisions.
3.15.2 Business Automobile Liability Insurance.
Business automobile liability insurance or equivalent form with a
combined single limit of not less than $1,000,000.00 per
occurrence. Such insurance shall include coverage for owned, hired
and non -owned automobiles.
3.15.3 Professional Liability Insurance. Errors
and omissions liability insurance with a limit of not less than
$1,000,000.00 shall be maintained for a minimum of five years
following completion of the Project. Professional liability
insurance shall only be required of design professionals.
3.15.4 Workers' Compensation Insurance. Workers'
compensation insurance with statutory limits and employers'
liability insurance with limits of not less than $1,000,000.00 each
accident.
DRD289741 - 5 -
3.15.5 Coverage Maintenance. All persons or
entities hired to perform services on the Project shall replace
certificates, policies and endorsements for any insurance expiring
prior to completion of the Project or termination of this Funding
Agreement, whichever occurs last. Further, those parties' shall
maintain such insurance from the time their services commence until
the Project is completed or this Funding Agreement is terminated,
whichever occurs last, except as otherwise provided by this
Agreement.
3.15.6 Licensed Insurer. All persons or entities
hired to perform services on the Project shall place such insurance
with insurers having A.M. Best Company ratings of no less than
A:VIII and licensed to do business in California, unless otherwise
approved, in writing, by RCTC's Representative.
3.16 Payment of Funding Amount.
3.16.1 Payment. RCTC shall pay for all costs as
they are incurred and invoiced for any services under its
responsibility, which payments shall serve as a credit towards its
Funding Amount. The City shall submit to RCTC a monthly statement
which indicates work completed and hours of services rendered on
the Project. The statement shall describe the amount of work
completed, as well as the services and supplies provided since the
initial commencement date, or since the start of the subsequent
billing periods, as appropriate, through the date of the statement.
RCTC shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.16.2 SB 300 Reimbursements. Any SB 300
(Streets & Highways Code Section 2600) reimbursements for the
Project shall be proportionally split between the City and ROTC.
The proportionate split, or calculation ratio, shall equal the
ratio that represents each party's respective funding share with
respect to the eligible portions of the Project that are co -funded
with SB-300 funds. The City and RCTC shall jointly and reasonably
determine the calculation ratio.
3.16.3 Progress Reports. The City shall submit
to RCTC monthly progress reports and spreadsheets for services and
hours performed on the Project during the preceding month and for
the total Project to date. Each report shall include a cover sheet
bearing a certification signed by the City's Project Manager or
other authorized officer.
3.16.4 Reimbursement for Expenses. The City
shall not be reimbursed for any expenses unless authorized in
writing by RCTC's Representative.
3.17 Conflict of Interest. For the term of this
Agreement, no member, officer or employee of the City or RCTC,
during the term of his or her service with the City or RCTC, as the
DRD289741 - 6 -
case may be, shall have any direct interest in this Agreement, or
obtain any present or anticipated material benefit arising
therefrom.
3.18 Limited Scope of Duties. RCTC's duties and
obligations under this Agreement are limited to those described
herein. RCTC has no obligation with respect to the safety of the
Project Site unless it knows or should know of a dangerous
condition or activity and fails to report such condition or
activity to the responsible party or otherwise make reasonable
corrective efforts. In addition, as discussed above in Section
3.13, ROTC shall not be responsible or liable for any damages or
liabilities arising out of the design or construction of the
Project.
3.19 Books and Records. The City shall maintain
complete, accurate, and clearly identifiable records with respect
to costs incurred for the Project or under this Agreement. The
City shall make available for examination by ROTC, its authorized
agents, officers or employees any and all ledgers and books of
account, invoices, vouchers, canceled checks, and other records or
documents evidencing or related to the expenditures and
disbursements charged to RCTC pursuant to this Agreement. Further,
the City shall furnish to ROTC, its agents or employees such other
evidence or information as they may require with respect to any
such expense or disbursement charged by the City. All such
information shall be retained by the City for at least three (3)
years following termination of this Agreement, and RCTC shall have
access to such information during the three-year period for the
purposes of examination or audit.
3.20 Equal Opportunity Employment. The City represents
that it is an equal opportunity employer and it shall not discrimi-
nate against any employee or applicant for employment because of
race, religion,, color, national origin, ancestry, sex or age. Such
non-discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion,
transfer, recruitment or recruitment advertising, layoff or
termination. The City shall also comply with all relevant provi-
sions of RCTC's Minority Business Enterprise program, Affirmative
Action Plan or other related ROTC programs or guidelines currently
in effect or hereinafter enacted.
3.21 Governing Law. This Agreement shall be governed by
and construed with the laws of the State of California.
3.22 Attorneys' Fees. If either party commences an
action against the other party arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be
entitled to have and recover from the losing party reasonable
attorneys' fees and costs of suit.
DRD289741 - 7 -
3.23 Time of Essence. Time is of the essence for each
and every provision of this Agreement.
3.24 Headings. Article and Section Headings, paragraph
captions or marginal headings contained in this Agreement are for
convenience only and shall have no effect in the construction or
interpretation of any ,provision herein.
3.25 Notification. All notices hereunder and communi-
cations regarding interpretation of the terms of the Agreement or
changes thereto shall be provided by the mailing thereof by
registered or certified mail, return receipt requested, postage
prepaid and addressed as follows:
City of La Quinta
P. O. Box 1504
78-495 Calle Tampico
La Quinta, CA 92253
Attn: David M. Cosper
Public Works Director
RCTC
Riverside County
Transportation Commission
3560 University Ave., Ste. 100
Riverside, CA 92501
Attn: Executive Director
Any notice so given shall be considered served on the
other party three (3) days after deposit in the U.S. mail, first
class postage prepaid, return receipt requested, and addressed to
the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred regardless of
the method of service.
3.26 Conflicting Provisions. In the event that
provisions of any attached appendices or exhibits conflict in any
way with the provisions set forth in this Agreement, the language,
terms and conditions contained in this Agreement shall control the
actions and obligations of the Parties and the interpretation of
the Parties' understanding concerning the performance of the
Services.
3.27 Contract Amendment. In the event that the parties
determine that the provisions of this Agreement should be altered,
the parties may execute a contract amendment to add any provision
to this Agreement, or delete or amend any provision of this
Agreement. All such contract amendments must be in the form of a
written instrument signed by the original signatories to this
Agreement, or their successors or designees.
3.28 Entire Agreement. This Agreement constitutes the
entire agreement between the Parties relating to the subject matter
hereof and supersedes any previous agreements or understandings.
DRD289741 - 8 -
3.29 Validity of Agreement. The invalidity in whole or
in part of any provision of this Agreement shall not void or affect
the validity of any other provision of this Agreement.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By: 0!�4�ez
Al x C X f o air
REVIEWED AND RECOMMENDED
FOR APPROVAL
By:
REVIEWED
By:
APPROVED AS
By:
Controller
RM:
ie,
Cse-l- to th�s`ide
County Transportation
Commission
DRD289741 - 9 -
CITY OF LA QUINTA
414al
By:
vt1
Glenda L. Banger , Mayor
EXHIBIT "A"
DESCRIPTION OF PROJECT
WASHINGTON: The intersection of Washington Street and
State Route 111 shall be improved as follows:
1. Additional through lanes in each
direction on State Highway 111 and
Washington Street.
2. Additional turn lanes shall be
added.
3. Signal improvements shall be made.
DRD289741 A-1
EXHIBIT "B"
RESPONSIBILITIES OF PARTIES
RCTC RESPONSIBILITIES
1. Signage Decals.
ROTC shall provide any decals it has which are needed by
the City to properly sign the Project during construction, as
discussed below.
CITY RESPONSIBILITIES
1. Property Acquisition/Eminent Domain Proceedings.
All right of way acquisition activities shall be solely
administered by the City.
2. Project Planning.
The City has already provided for the preliminary design,
plans and specifications of the Project, as well as the
preparations of preliminary engineering and environmental review
documentation. The overall Project is being completed in phases,
some of which may have already been completed.
3. Contract Bidding, Awarding and Administration.
The City shall solely be responsible for the bidding,
awarding and administration of the construction contract for the
Project.
4. Construction Management, Material Testing,
Inspection and Staking Services.
The City shall retain a Caltrans approved construction
management consultant to administer construction management,
material testing and inspection activities.
5. Signage.
The City shall properly sign the Project during
construction indicating that the Project is jointly financed by
City and RCTC Measure A funds.
DRD289741 B -1