2006 Washington-III, Ltd - Reimbursement Agrmt Simon Dr RehabCITY OF LA QUINTA
REIMBURSEMENT AGREEMENT
SIMON DRIVE PAVEMENT REHABILITATION
THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made and entered into this
elf 7 _ , 2006, by and between Washington 111, LTD (the
"developer") and He City of La Ouinta, California, a California Charter City (the "City").
RECITALS:
1. The developer, Washington 111, LTD, is required to overlay the project's utility patches on
Simon Drive as stipulated in the conditions of approval for their project.
2. After investigating the condition of Simon Drive, staff discovered a sub -standard
pavement thickness. Simon Drive was originally part of the Riverside County roadway
system and was not previously considered a commercial route for vehicles. The entire
roadway requires rehabilitation to bring this street up to current standards.
Rehabilitating the pavement at this time will be cost-effective and will ensure the road
will not require another overlay in the near future. In addition, performance of the
work now, before the completion of the traffic signal at Washington Street and Simon
Drive, will minimize the disruption and inconvenience to businesses and the public.
3. The City desires to reimburse the developer for rehabilitation of Simon Drive between
Washington Street and Highway 1 1 1.
4. It is therefore necessary that and the City enter into this agreement for the rehabilitation of
Simon Drive.
NOW, THEREFORE, it is agreed by and between Washington 111, LTD and the City as follows:
1. Scope of Work. The Work shall consist of providing all necessary traffic control, flaggers,
detour signs and devices; removal and proper disposal of existing failed roadway section on Simon
Drive from Washington Street to Highway 111; preparing sub -grade to place & compact crushed
aggregate base; and place two lifts of asphalt pavement based on quantities and costs described in
detailed proposal of work (Exhibit A).
2. Responsibilities of Washington 111 LTD. The developer shall cause the rehabilitation of the
Simon Street pavement between Washington Street and Highway 111 to be performed in
accordance with City Standards as well as the standard specifications for Public Works
Construction (green book).
3. Responsibilities of City. The City shall reimburse Washington 111, LTD for the pavement work
contingent upon the City approving the improvement plans and accepting the improvement once
constructed.
4. Reimbursement to Washington 111 LTD. Reimbursement for work performed shall be made to
Washington 111, LTD in the amount of $101,930.30 (based on the work encompassing 22,905.69
square feet at $4.45/square foot for items 5a through 5e as outlined in Exhibit A) as outlined in
Exhibits A & B and upon proof of actual expenses and completion of the item as verified and
approved by the Public Works Director/City Engineer or his designee.
a. At least ten business days prior to a requested reimbursement payment, the developer
shall deliver to the City a request for the amount of the reimbursement earned.
Developer shall certify in the request for reimbursement that it is accurate and complete.
The request for reimbursement shall specifically identify the nature of each expense by
reference to the line items set forth in Exhibit A, and shall specify the status of
completion of the design or construction.
b. The City shall have received appropriate waivers of mechanics' and materialmens' lien
rights and stop notice rights executed by all contractors and other persons rendering
service or delivering materials covered by the request for reimbursement.
c. Considering a. and b. above, the City shall reimburse Washington 111, LTD for all
approved reimbursable work items within 30 calendar days of approval by City
Engineer.
5. Warranty. Washington 111, LTD shall require its contractor warrant the Improvements, which
include the pavement rehabilitation, for one (1) year following completion of the improvements.
6. Perpetual Maintenance. It is understood and mutually agreed that in exchange for the City's
fiscal participation in the pavement rehabilitation work, the City will maintain the pavement in
perpetuity which is hereby acknowledged to be an obligation that survives the term of this
agreement.
7. Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify
the injuring party of its contentions by submitting a claim therefore. The injured party shall continue
performing its obligations incurred herein so long as the injuring party commences to cure such
injuring action within ten (10) business days of service of such notice and completes the cure within
forty-five (45) calendar days after the notification, or such longer period as may be agreed upon by
the parties.
8. Attorney's Fees. If any party commences an action against the other arising out of or in
connection with this Agreement, including the filing of a lien or other legal action to compel
payment of the Reimbursement, the prevailing party shall be entitled to recover reasonable
attorney's fees and legal costs from the losing party.
9. Indemnification. Washington 111, LTD shall indemnify, defend and hold harmless the City, it's
officers, employees, agents ("City indemnities"), from and against any and all causes of action,
claims, liabilities, obligations, judgments, or damages, including attorneys' fees and costs of
litigations ("claims"), arising from the activities of Washington 111, LTD or of its agents or
contractors in the performance of this Agreement, excepting only those actions, claims, liabilities,
obligations judgments, or damages arising out of actions of the City indemnities. In the event the
City is made a party to any action, lawsuit, or other adversarial proceeding alleging negligent or
wrongful conduct on the part of Washington 111, LTD or its agent or contractors:
1 } Washington 111, LTD shall provide a defense to the City indemnities or at the
City's option, reimburse the City indemnities for their costs of defense, including
attorneys' fees, incurred in the defense of such claims; and
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2) Washington 111, LTD shall promptly pay any final judgment or portion thereof
rendered against the City.
10. City Officers and Employees. No officer or employee of City shall be personally liable to
Washington 111, LTD or any successors in interest in the event of any default or breach by City or
for any amount which may become due to Washington 111, LTD or their successors in interest or
for breach of any obligation of the terms of this Agreement.
11. Term of Agreement. This Agreement shall remain in full force and effect in perpetuity unless
otherwise mutually agreed upon by the parties in writing.
12.Insurance. Washington 111, LTD shall concurrently with the execution of this Agreement,
furnish the City satisfactory evidence of insurance of the kinds and in the amounts specified below.
This insurance shall be kept in full force and effect by Washington 111, LTD in perpetuity and all
premiums thereon shall be promptly paid by it. Each policy shall further state that it cannot be
canceled without 30 days unconditional written notice to the City and shall name the City as an
additional insured. Washington 111, LTD shall furnish evidence of having in effect, and shall
maintain, Workers Compensation Insurance coverage of not less than the statutory amount or
otherwise show a certificate of self-insurance, in accordance with the Workers Compensation laws
of the State of California. Failure to maintain the required amounts and types of coverage
throughout the duration of this Contract shall constitute a material breach of this Contract
a. Commercial General Liability Policy
The Contractor shall take out and maintain during the life of the Contract, a Commercial
General Liability Policy, on an occurrence basis, with a minimum limit of not less than
Two Million Dollars ($2,000,000) combined single limit for bodily injury and property
damage for any one occurrence and a Two Million Dollar ($2,000,000) annual project
aggregate, for all of the following:
(1) Premises Operations, including Explosion, Collapse and Underground (X, C, and
U) Coverage.
(2) Completed Operations/Products, including X, C, and U Coverage.
(3) Independent Contractors.
(4) Blanket Contractual.
(5) Deductible shall not exceed One Thousand Dollars ($1,000).
b. Commercial Business Auto Policy
The Contractor shall take out and maintain during the life of this Contract a Commercial
Business Auto Policy, on an occurrence basis, with a minimum amount of not less than
One Million Dollars ($1,000,000) combined single limit for bodily injury and property
damage, providing at least all of the following coverage:
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(1) Coverage shall be applicable to any and all leased, owned, hired, or non -owned
vehicles used in pursuit of any of the activities associated with this Contract.
(2) Any and all mobile equipment, including cranes, which is not covered under said
Commercial Business Auto Policy shall have said coverage provided for under the
Commercial General Liability Policy.
(3) Deductible shall not exceed One Thousand Dollars ($1,000).
13. Notice. Any notice, demand, request, consent, approval, or communication either party desires
or is required to give to the other party or any person shall be in writing and either served personally
or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed
communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section.
To City: City of La Quinta
P.O Box 1504
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
Attn: Tim Jonasson, City Engineer/Public Works Director
To Developer: Washington 111, LTD
30240 Rancho Viejo Road, Suite B
San Juan Capistrano, CA 92675
(760) 342-2674
Attn: Jack Tarr, Developer
14. Assignment of Agreement. The parties hereto may not assign their obligations hereunder to any
assignee without the knowledge and consent of the other parties hereto which other parties shall
not unreasonably withhold consent. Assignment may be made only to an assignee willing,
financially capable and competent to carry out the assignor's obligations.
15. General Provisions.
a. Except as otherwise provided herein, the terms, conditions, covenants, and
agreements set forth herein shall apply to and bind the heirs, executors, administrators,
assigns, and successors of the parties hereto.
b. The parties to this Agreement do not rely upon any warranty or representation not
contained in this Agreement.
c. This Agreement shall be governed by and interpreted with respect to the laws of the
State of California.
d. Any failure or delay by any party in asserting any of its rights and remedies as to any
default shall not operate as a waiver of any default or of any rights or remedies
provided for herein.
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e. This Agreement may be amended at any time by the mutual consent of the parties by
an instrument in writing signed by the parties.
16. Severability. In the event that any provision or provisions of this Agreement are held
unenforceable, all provisions not so held shall remain in full force and effect.
17. Authority of Signatories. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties are formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.
City: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Thomas P. Genovese, City Manager
ATTEST:
June S. Greek, City Clerk
APPROVED AS TO FORM
!.�5rine nson, City Attorney
Developer: Washington 111, LTD
By:
Title:
(eyes 161"-%57P�'^
Date: 71 ;1� &
Date: -1- --Q 9 ' o (4D
Date:
Date: 71'-?1 '! j
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