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Indian Wells-PalmDesert/Cost Sharing - Signals & Lighting 01F Contract No. C19650 AGREEMENT FOR MAINTENANCE OF TRAFFIC SIGNALS AND SAFETY LIGHTING This AGREEMENT FOR MAINTENANCE OF TRAFFIC SIGNALS AND SAFETY LIGHTING ("Agreement") is entered by and among the City of Palm Desert, California, a California municipal corporation ("Palm Desert"), the City of La Quinta, California, a California municipal corporation ("La Quinta"), and the City- of Indian Wells, California, a California municipal corporation ("Indian' Wells"). RECITALS This Agreement is made with reference to the following facts: A. La Quinta and Indian Wells (the "Serviced Cities") and Palm Desertjointly own certain traffic signal and highway safety lighting installations located partly within the boundaries of each city, as shown by Exhibit "A", attached hereto and incorporated herein by this reference (the "Installations"), which Installations are owned in the proportions shown by Exhibit "A". B. Palm Desert and the Serviced Cities desire to arrange for maintenance ofthe Installations and sharing the cost therefor. C. Palm Desert desires to maintain the Installations for itself and the Serviced Cities, and the Serviced Cities desire that Palm Desert perform such maintenance. AGREEMENT NOW THEREFORE, in consideration of the facts set forth above and the mutual covenants, promises and agreements set forth herein, the parties hereto do hereby agree as follows: 1. Maintenance. 1.1 Scope of Services. Palm Desert shall provide routine maintenance work and emergency call -out service on traffic signals, highway safety lighting, flashing beacons, and other electrically operated traffic control or warning devices associated with the Installations. Routine maintenance services hereunder shall include the following work: inspect the signal system and clean the control cabinet every six (6) weeks; re -lamp and clean signal heads every two (2) years; re -lamp and clean .luminaries every five (5) years. Emergency call -out services shall include all repairs and maintenance of the subject traffic control and warning devices or reasonable temporary measures necessary to preserve the public safety in the event of an Installation failure. Palm Desert shall also arrange for delivery of electrical power to the Installations. R-NMUSUC-M 73265 -1- Contract No..C19650 1.2 Extra Work. In the event that Palm Desert determines that any work it has been requested or directed to perform is beyond the scope of this Agreement and, therefore, constitutes extra work ("Extra Work"), Palm Desert shall promptly notify the requesting city or Serviced Cities, as the case may be, of that determination before performing such Extra Work. If the requesting city or Serviced Cities agree that the requested work constitutes Extra Work and authorize Palm Desert, in writing, to perform the Extra Work, the authorizing city or Serviced Cities shall provide extra compensation to Palm Desert upon a fair and equitable basis in accordance with Palm Desert's standard rates. Palm Desert shall determine whether such work constitutes Extra Work, however, the Serviced Cities shall be entitled to any and all legal remedies in the event of a dispute concerning such determination. 2. Compensation. The total cost of the work and services to be provided by Palm Desert under this Agreement (the "Cost of Services"), not including Extra Work, shall be allocated among the Serviced Cities and Palm Desert in proportion to ownership of the Installations. Serviced Cities shall pay Palm Desert that percentage of the Cost of Services represented by the percentage ownership of the Installations shown by Exhibit "A". Palm Desert shall be responsible for that percentage of the Cost of Services represented by its percentage ownership of the Installations shown by Exhibit "A". Palm Desert shall charge for the Cost of Services in accordance with its standard rates. 3. Payment. Billing by Palm Desert shall be made annually and shall include an itemized accounting of all costs and services rendered during the period. Serviced Cities shall pay the billed amount within thirty (30) calendar days after receipt of billing from Palm Desert. In the event of a billing dispute, Serviced Cities shall submit any such dispute in writing to Palm Desert together with payment in full, in accordance with this section. Any such dispute shall be resolved and any refund owed by Palm Desert shall be settled within a reasonable period of time. 4. Records. Records for the work provided under this Agreement shall be kept by Palm Desert and shall include the cost of all services performed. Such records shall be maintained for at least two (2) years and, upon reasonable notice, shall be made available for inspection by Serviced Cities. 5. Term and Termination. This Agreement shall commence on April 1, 2001 and shall remain in force until terminated in accordance with this section. Notwithstanding the foregoing, with respect to the delivery of electrical power to the Installations this agreement shall commence on January 1, 2001. This Agreement may be terminated by any party hereto upon thirty (30) days' written notice to the other parties of such termination. Any payment obligations outstanding and the indemnity provisions hereinbelow shall survive any such termination. 6. Indemnity. Serviced Cities, and each ofthem, shall indemnify, defend, save and hold harmless Palm Desert, its officers, agents, servants and employees of and from any and all liability, RVBUSVCTM 73265 -2- Contract No. C19650 claims, demands, debts, damages, suits, actions and causes of action of whatsoever kind, nature or sort, including, but not by way of limitation, wrongful death, personal injury or damage to property, the expenses of the defense of said parties and the payment. of attorneys' fees in any such claim or action, arising out of or in any manner connected with activities of Serviced Cities or employees of Serviced Cities and this Agreement. Palm Desert shall indemnify, defend, save and hold harmless Serviced Cities, their officers, agents, servants and employees of and from any and all liability, claims, demands, debts, damages, suits, actions and causes of action of whatsoever kind, nature, or sort, including, but not by way of limitation, wrongful death, personal injury or damage to property, the expenses of the defense of said parties and the payment of attorneys' fees in any such claim or action, arising out of or in any manner connected with activities of Palm Desert or employees of Palm Desert in furnishing the services and materials under this Agreement. 7. Insurance. Serviced Cities, and each of them, shall procure and maintain for the duration of this Agreement liability insurance against claims for injuries to persons or damages to property in an amount not less than One Million Dollars ($1,000,000.00) which may arise from or in connection with the activities of the Serviced Cities or employees of the Serviced Cities and this Agreement by including Palm Desert as a "Protected Party" within the insurance program maintained by the Serviced Cities with the CJPIA. Palm Desert shall procure and maintain .for the duration of this Agreement liability insurance against claims for injuries to persons or damages to property in an amount not less than One Million Dollars ($1,000,000.00) which may arise from or in connection with the performance of this Agreement by Palm Desert by including the Serviced Cities, and each of them, as a "Protected Party" within the insurance program maintained by Palm Desert with the CJPIA. 8. Notice. Any notice required or permitted hereunder shall be in writing and sent to each party by regular mail and shall be deemed given two (2) business days after deposit in the mail. Notices shall be addressed as set forth below, but any addressee may change its address by written notice in accordance herewith. City of Palm Desert 73 -510 Fred Waring Dr. Palm Desert, CA 92260 Attn: Director of Public Works 9. General Provisions. City of Indian Wells 44-950 Eldorado Drive Indian Wells, CA 92210 Attn: Director of Public Works City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: Director of Public Works 9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto, and contains all of the agreements between the parties with respect to RNBUSUCT\ 173265 -3 - Contract No. C19650 the subject matter hereof. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof. 9.2 Amendment and Waiver. This Agreement may be amended or revoked at any time by a written agreement executed by Palm Desert and Serviced Cities. No change or modification of this Agreement shall be valid unless the same be in writing and signed by all the parties. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party granting such waiver, and in no event shall any such waiver be deemed to be a waiver of any other term, covenant or condition of this Agreement. 9.3 Invalid Provision. The invalidity or unenforceability of any particular provision ofthis Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 9.4 Headings. The headings of the articles, sections, subsections or paragraphs of this Agreement are inserted solely for convenience of reference, and shall not be deemed to govern, limit or aid in the construction or interpretation of any term of this Agreement. 9.5 Independent Counsel. Each party has had the opportunity to consult with its own attorney with respect to this Agreement, and in the event that any language contained herein is construed to be vague or ambiguous, this Agreement shall not be strictly construed against any party. 9.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Palm Desert and the Serviced Cities. 9.7 Other Documents. The parties hereto agree that each shall, concurrently herewith, or at any time hereafter, on the demand of the other, execute any other documents or instruments or cause to be done any other acts and things as may be necessary or convenient to carry out the intents and purposes of this Agreement. 9.8 Counterparts. This Agreement may be executed in any one or more counterparts, and all so executed shall constitute one and the same instrument. Any signature page on any counterpart hereof may be detached from and added to any other counterpart identical in form hereto. 9.9 Attorneys' Fees. In the event that any party to this Agreement shall bring an action to enforce the provisions of this Agreement or as a result of any default in the performance of any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover all costs and expenses, including reasonable R,NBUSUC-M 73265 -4- attorneys' fees, incurred by such party in connection with such action. 9.10 Governing Law. This Agreement shall be construed and governed by the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on December 13 , 2001. CITY OF PALM DESERT By. Mayor Richard S. Kel CITY OFUNDIAN WELLS L Mayor Attest: Attest: Byc'�_ _ /.�y �t _a :�ly _D51,,SCity Clerk Ci erk Approved as to form: By: City ttorney Approved as to content: Approved as to form: By:A-A-1Za/m ity At orney App ved as to content: RIMUSUC'M 73265 -5 - Attest: City Clerk Approved as to form: e. /,a77K By: ity Attorney Approved as to content: By. City En veer Contract No. C19650 EXHIBIT "A" TRAFFIC SIGNAL AND HIGHWAY SAFETY LIGHTING INSTALLATIONS JOINTLY OWNED BY PALM DESERT, LA QUINTA, AND INDIAN WELLS TRAFFIC SIGNAL LOCATION % OWNERSHIP Fred Waring Drive & Washington Street 25% Palm Desert 50% La Quinta 25% Indian Wells R.vffiUSVCT1173265 -6- Contract No. C19650 PALM DESERT STANDARD BILLING RATES Hourly Overtime $22.6050 per hour $33.907S per hour Equipment / Asset Allocation $20.3 560 per hour