RCTC/MOU Hwy 111 04Agreement No. M-24-006
MEMORANDUM OF UNDERSTANDING
FOR THE FUNDING AND JOINT DEVELOPMENT OF
STATE HIGHWAY 111 IMPROVEMENTS
WITHIN THE CITY OF LA QUINTA
1. Parties and Date.
1.1 This Agreement is executed and entered into this ay of I QV& J 004,
by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") and
THE CITY OF LA QUINTA ("CITY").
2. Recital_s.
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 /2%) 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, RCTC and Caltrans are planning certain improvements along State
Highway 111 with the City of La Quinta.
2.6 RCTC has determined that the improvements referenced in Section 2.5 above
and described more fully herein qualify for Highway 111 Funds.
2.7 RCTC intends, by this Agreement, to allocate Highway 111 Funds towards the
construction of these intersection improvements, subject to the conditions provided herein, and to
participate in the joint development of the Project, as defined herein.
AJM\681474.1
3. Terms.
3.1 Description of Improvements. This Agreement is intended to allocate
Highway 111 Funds to provide funding, design and other services for authorized portions of the
Route 111 improvements currently being planned on Highway 111, from Adams Street to Jefferson
Street, 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 which approval will not be unreasonably withheld. It is understood and
agreed that the City shall expend Highway I I I Funds only as set forth in this Agreement and only
for the Project. To this end, any use of funds provided pursuant to this Agreement shall be subject to
the review and approval of RCTC.
3.2 Funding Amount. RCTC hereby agrees to allocate to the City, on the terms
and conditions set forth herein, a sum not to exceed One Million Eight Hundred Sixty Thousand Six
Hundred Thirty Five Dollars ($1,860,635.00) for project development, right of way acquisition, and
construction costs ("Funding Amount"). It is also understood and agreed that 100% of the proposed
.improvements will be installed within the existing State right-of-way. Therefore, the Initial Funding
Amount represents one hundred percent (100%) of the estimated Total Project Costs, as defined in
Sections 3.14.1 and 3.14.2 below. This cost/funding allocation percentage ("Cost/Funding
Allocation Percentage") is ubject to an adjustment pursuant to Section 3.14.3 below. In addition,
the Funding Amount is subject to an adjustment pursuant to section 3.14.5 based upon the final
Cost/Funding Allocation Percentage and the final Total Project Cost.
3.2.1 Increased Funding. Notwithstanding any provision of this Agreement to the
contrary, the Funding Amount will not exceed $1,860,635.00 for any reason, including but not
limited to cost increases or delays, unless (i) additional Measure A funds become available for
projects within the Coachella Valley; (ii) the Coachella Valley Association of Governments
("CVAG") directs RCTC to disburse a portion of the additional available funding to reimburse the
City for increased Project costs; and (iii) the proposed increase is approved in writing by RCTC's
Executive Director.
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, which approval will
not be unreasonably withheld.
3.4 Tenn/Notice of Completion. The term of this Agreement shall be from the
date first herein above written until the date the City provides a written Notice of Completion to
RCTC, until termination of this Agreement pursuant to Section 3.9 or until June 30, 2009, whichever
occurs first. All applicable indemnification provisions of this Agreement shall remain in effect
following the termination of this Agreement.
AJM\681474.1 2
3.5 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 RCTC for all
purposes under this Agreement. RCTC's Representative shall also review and give approval, as
needed, to the details of the City's work as it progresses.
3.6 The City's Representative. The City hereby designates Tom P. Genovese,
City Manager, or his designee as the City's Representative to ROTC. The City's Representative
shall have the authority to act on behalf of the City for all purposes under this 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.
3.7 Standard of Care; Licenses. The City and RCTC represent and maintain that
they 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.
3.8 Review of Services. The City and RCTC shall allow RCTC's Representative
and City's Representative, respectively, to inspect or review the progress of the Project at any
reasonable time in order to determine whether the terms of this Agreement are being met.
3.9 Termination.
3.9.1 Notice. Either RCTC or City may, by written notice to the other party,
terminate this Agreement for cause 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, RCTC or the City, respectively, shall cease expenditure of funds which are
expected to be reimbursed with Highway 111 Funds pursuant to this Agreement.
3.9.2 Effect of Termination. Upon termination by RCTC or the City, RCTC shall
allocate Highway 111 Funds towards the Project improvements satisfactorily completed through the
date of termination. Such allocation shall be determined by multiplying the Cost/Funding Allocation
Percentage (which shall be subject to adjustment pursuant to the procedures outlined in Section
3.13.3) by the amount of the Total Project Cost, as defined in Sections 3.13.1 and 3.13.2, incurred
prior to the date of termination. 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. This Agreement shall terminate seven (7) days following receipt by
the City of the written notice of termination.
3.9.3 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.
AJW681474.1 3
3.13 Insurance. The City shall require all persons or entities hired to perform
services on the Project to obtain, and require their sub -consultants to obtain, insurance of the types
and in the amounts described below and satisfactory to RCTC and City. Such insurance shall be
maintained throughout the term of this Agreement, or until completion of the Project, whichever
occurs last.
3.13.1 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:
3.13.1.1 Name RCTC and City, their officials, officers, employees, agents, and
consultants as insured 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 insured;
3.13.1.2 Be primary with respect to any insurance or self insurance programs
covering RCTC or City, their officials, officers, employees, agents, and consultants; and
3.13.1.3 Contain standard separation of insured provisions.
3.13.2 Business Automobile Liability Insurance. Business automobile liability
insurance or equivalent form with a combined single limit of not less than $15000,000.00 per
occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles.
3.13.3 Professional Liability Insurance. Errors and omissions liability insurance with
a limit of not less than $1,000,000.00 Professional liability insurance shall only be required of design
or engineering professionals.
3.13.4 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.
3.14 Payment of Funding_ Amount.
3.14.1 Total Project Cost. The total Project costs ("Total Project Cost") shall include
the following items: (1) funds expended by in preparation of preliminary engineering study; (2) funds
expended for preparation of environmental review documentation for the Project; (3) all costs
associated with right-of-way acquisition, including right-of-way engineering, appraisal, acquisition,
legal costs for condemnation procedures if authorized by the City, and costs of reviewing appraisals
and offers for property acquisition; (4) costs reasonably incurred if condemnation proceeds; (5) costs
incurred in the preparation of plans, specifications, and estimates by consultants or staff; (6) staff
costs associated with bidding, advertising and awarding of the Project construction contract; (7)
construction costs, including change orders to construction contract approved by the City and RCTC;
and (8) construction management, field inspection and material testing costs. It is understood and
AJM\681474.1 5
agreed that these costs may include costs already incurred by the City towards completion of the
Project.
3.14.2 Excluded Total Project Cost. The Total Pro j ect Cost shall not include the
following items which shall be borne solely by the individual parties without reimbursement: (1)
City Project coordination costs; (2) City costs attributed to the preparation of invoices, billings and
payments; (3) any City fees attributed to the processing of the Project; and (4) expenses for items of
work not included within the Project services and improvements in Exhibits "A" and "D".
3.14.3 Cost/Funding Allocation Percentage Determination. The final determination
of the appropriate Cost/Funding Allocation Percentage shall be made by the City's Representative
and RCTC's Project Coordinator using the guidelines attached hereto as Exhibit "C" and
incorporated herein by reference, and the best available cost estimate information from the project
design engineer. The determination of the Cost/Funding Allocation Percentage shall be made after
the design review process has terminated, but prior to the award of the Project for public contracting
purposes. In the event of a disagreement between the City's Representative and RCTC's Project
Coordinator regarding the Cost/Funding Allocation Percentage, RCTC's Executive Director and the
City Manager shall review the determination and attempt to resolve the dispute. If the City Manager
and Executive Director are unable to agree, either party may appeal, in writing, to the RCTC Board.
The RCTC Board's determination regarding the Cost/Funding Allocation Percentage shall be final.
With the exception of funding increases authorized pursuant to Section 3.2.1, the Cost/Funding
Allocation Percentage will not be determined in a manner that results in an increase in the Funding
Amount.
3.14.4 Pg=ent. The City shall pay for all Project contract costs and consultant and
other costs for services under this responsibilities as they are incurred and invoiced, which amounts,
if appropriate pursuant to Sections 3.14.1 and 3.14.2, shall be applied towards the Total Project Cost.
3.14.5 Funding Amount/Adjustment. If the Project is completed before June 30,
2009, RCTC's Project Coordinator shall meet with the City's Representative within thirty (30) days
following the filing of a proper written Notice of Completion of the Project by the City to determine
the Funding Amount. This determination shall be made by multiplying the Cost/Funding Allocation
Percentage by the Total Project Cost. The Total Project Cost shall be determined upon completion
of the Project. In the event the Project is not completed by June 30, 2009, RCTC's Project
Coordinator and the City's Representative shall meet to determine the Funding Amount to be
allocated up through June 30, 2009. The City shall not be entitled to any funding pursuant to this
Agreement after June 30, 2009. Notwithstanding any increase in the Total Project Cost over the
initial estimated Project cost, RCTC's funding obligation will not exceed the amount set forth in
Section 3.2, unless a funding increase has been authorized pursuant to Section 3.2.1.
3.14.6 rreservedl
3.14.7 Pro egr ss Reports. RCTC may request the City to inform RCTC of delays in
the Project and provide RCTC with progress reports.
AJM\681474.1 6
3.14.8 Reimbursement for Expenses. The City shall not be reimbursed for any
expenses unless authorized in writing by RCTC's Representative.
3.15 Change Orders. Any change orders in excess of ten thousand dollars
($10,000) must be reviewed and approved in writing by RCTC and City.
3.16 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 ROTC, as the
case may be, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
3.17 Limited Scope of Duties. RCTC's and the City'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. In addition, RCTC shall not be liable for any action of City or its
consultants relating to the condemnation of property undertaken by City for the Project or for the
construction of the Project.
3.18 Books and Records. Each party shall maintain complete, accurate, and clearly
identifiable records with respect to costs incurred for the Projector under this Agreement. They shall
make available for examination by the other party, 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 the other party
pursuant to this Agreement. Further, each party shall furnish to the other party, its agents or
employees such other evidence or information as they may require with respect to any such expense
or disbursement charged by them. All such information shall be retained by the parties for at least
three (3) years following termination of this Agreement, and they shall have access to such
information during the three-year period for the purposes of examination or audit.
3.19 Equal Opp_ Employment. The City and RCTC represent that they are
equal opportunity employers and they shall not discriminate against any employee or applicant of
reemployment 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.
3.20 Governing Law. This Agreement shall be governed by and construed with the
laws of the State of California.
3.21 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.
3.22 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
AJM\681474.1 7
3.23 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.
3.24 Notification. All notices hereunder and communications 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 RCTC
P.O. Box 1504 Riverside County Transportation Commission
78-495 Calle Tampico 4080 Lemon, 3rd Floor
La Quinta, CA 92253-1504 Riverside, CA 92501
ATTN: City Manager 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.
3.25 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.
3.26 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.
3.27 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties relating to the subject matter hereof and supersedes any previous agreements or
understandings.
3.28 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.
3.29 Independent Contractors. Any person 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 consultant, whichever is applicable. The City or consultant shall pay all
AJMN681474.1 8
wages, salaries and other amounts due such personnel in connection 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 per'Sonnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance and workers' compensation insurance.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
0
Transportation
AJM\681474.1 9
CITY OF LA QUINTA
By:&.
Don Adolph, â–ºayoAJ
APPROVED AS TO FORM:
By:
i
Katheri a Jenson, Py Attorney
EXHIBIT "A"
DESCRIPTION OF SERVICES
The proposed improvements will widen Highway 111 to its ultimate General Plan Configuration,
from Adams Street to Jefferson Street. This segment of Highway 111 is partially complete to six
lanes with raised curb median. The unimproved area represents approximately 3,890 linear feet.
Improvements include the installation of one 12' travel lane, 8' shoulder, curb and gutter, 8'
sidewalk, 4 handicap ramps, intersection improvements, traffic signal modifications and potentially
the acquisition of 15 feet of right of way.
The following services will be provided, as necessary, to complete the improvements:
1. Completion of Project Development Activities in accordance with Caltrans Standards
and Project Development Guidelines.
2. Preparation of any needed environmental documentation in accordance with Caltrans
procedures and State and Federal statutes.
3. All needed right-of-way services and acquisition of property needed for
improvements.
4. Construction of improvements as shown in attached Exhibit "D
AJW681474.1 A-1
EXHIBIT "B"
RESPONSIBILITIES OF PARTIES
RCTC SHALL:
Reimburse City with appropriate funding contribution at completion of project or in
accordance with the phased reimbursement schedule approved by the Coachella Valley Association
of Governments ("CVAG"). CVAG's phased reimbursement schedule allocates $200,000 during
Fiscal Year 2004/2005, $96,101 during Fiscal Year 2005/2006, $400,000 during Fiscal Year
2006/2007, $500,000 during Fiscal Year 2007/2008, and $664,534 during Fiscal Year 2008/2009 for
eligible project components. Notwithstanding this reimbursement schedule, RCTC shall not be
obligated to provide reimbursement to City in an amount that exceeds the Total Project Cost.
Arrive at an appropriate funding allocation for overall Project in conjunction with the City of
La Quinta prior to award of construction contract by the City.
CITY OF LA QUINTA SHALL:
Be responsible for design, environmental clearance, right of way acquisition, obtaining all
permits required by impacted agencies prior to start of construction.
Be responsible for the bidding, awarding, and administration of the construction contract.
Be responsible for all Construction Management of the construction activities including
survey and material testing.
Arrive at an appropriate funding allocation for overall project in conjunction with RCTC
prior to award of construction contract by the City.
CHANGES IN RESPONSIBILITIES
The specific responsibilities of RCTC and the City as defined in this exhibit maybe changed
pursuant to the terms of Section 3.3 of the Agreement.
AJM\681474.1 B _ 1
EXHIBIT "C"
IMPLEMENTATION OF POLICY FOR COST SHARING
Hi6wav 111 Costs - Measure "A" Share
Measure "A" Highway funds will be used to pay for any and all improvements that occur as a result
of the widening of Route 111 for the Project, and for which the expenditures by the City are
considered part of the Total Project Cost pursuant to Section 3.14.1. Those improvements might
include, but are not limited to, additional through lanes, acceleration tapers, deceleration lanes, bus
turnouts, utility relocations, street lighting, necessary landscaping to Caltrans Standards, traffic signal
installations and modifications, and necessary right-of-way acquisition and services. Right-of-way
would be paid for by the appropriate funds dependent upon area of the take, as described below.
The intersections between Highway 111 and the cross street shall also be funded with Measure "A"
Highway funds. The dividing line between Highway 111 and the cross street is defined as the
projection of the Highway 111 right-of-way line across the cross street. In the event of an unclear
definition of right-of-way points, a line connecting the cross street beginning and end of curbs will be
drawn. If the parties disagree on a right-of-way projection the curb return limit will be used. The
lines will be used as a guide for the design engineer preparing the estimate to calculate appropriate
Highway 111 quantities and costs, and appropriate cross street quantities and costs.
Costs for the traffic signals that control Highway 111 and cross street will be paid entirely with
Measure "A" Highway funds regardless of pole locations in the Highway I I I or cross street defined
boundaries. Signalization, for other locations such as entrances to businesses on Highway 111 will
also be funded by Measure "A" Highway funds if warranted and agreed to by RCTC.
Cross Street Costs - City Share
The City will be responsible for funding any and all cross street improvements. The cross street
improvements would include any element of the project that is not included in the Highway 111
costs as defined above.
Landscaping
Landscaping will be in accordance with State and City standards and will be included in the cost
sharing in the appropriate Route I I I or cross street areas. Excessive landscaping will not be paid for
with the Measure "A" Highway funds. Excessive landscaping is a subjective measure, but the intent
is not to use Measure "A" Highway funds to pay for landscaping in excess of what is appropriate for
a typical highway project in the Coachella Valley using Caltrans landscaping design standards.
AJM\681474.1 C-1
EXHIBIT "D"
CONSTRUCTION IMPROVEMENTS
The proposed improvements will widen Highway 111 to its ultimate General Plan Configuration,
from Adams Street to Jefferson Street. This segment of Highway 111 is partially complete to six
lanes with raised curb median. The unimproved area represents approximately 3,890 linear feet.
Improvements include the installation of one 12' travel lane, 8' shoulder, curb and gutter, 8'
sidewalk, 4 handicap ramps, intersection improvements, traffic signal modifications and the
potentially the acquisition of 15 feet of right of way.
The following project budget is anticipated:
Project Activity
Estimated Cost
Construction:
$8343,000.00
En 'neenn :
$83,400.00
Construction Management:
$839400.00
Construction Engineering Ins ection/Testin Surve :
$643,635.00
Right -of -Way:
$5839500.00
Sub -Total:
$19648,935.00
Cont in enc :
$2119700.00
Total Estimated Cost and Maximum Reimbursement
Amount:
$1,860,635.00
AW681474.1 D-1