Indian Wells, City/Co-op Agr - Wash & Miles, Signal Maint 13COOPERATIVE AGREEMENT
FOR OPERATION AND MAINTENANCE
OF TRAFFIC SIGNAL AND SAFETY LIGHTING
This Cooperative Agreement for Operation and Maintenance of Traffic
ignals and Safety Lighting (hereinafter "Agreement") entered into this.?k-r_hday of
14AL , 2013, is between the City of La Quinta, a California municipal corporation,
eferred to herein as "LA QUINTA" and the City of Indian Wells, a California
municipal corporation, referred herein as "INDIAN WELLS." LA QUINTA and
INDIAN WELLS are sometimes hereinafter individually referred to as "PARTY"
and/or collectively referred to in this Agreement as "PARTIES."
RECITALS
1) LA QUINTA and INDIAN WELLS, municipal corporations and members of the
California Joint Powers Insurance Authority, desire to specify the terms and
conditions under which traffic signals (INSTALLATIONS) located on shared
boundaries will be maintained, as well as the obligations and responsibilities
of the PARTIES with respect to those traffic signals.
2) The INSTALLATION(S) are listed and shown in Exhibit A, attached hereto
and incorporated herein by this reference. The INSTALLATIONS are owned
proportionately by each PARTY as shown in Exhibit A. As INSTALLATIONS
are added or removed from this Agreement, the locations may be updated by
either PARTY submitting to the other PARTY a proposed revised Exhibit A.
The Director of Public Works, or equivalent, of each PARTY. must approve in
writing the revised Exhibit A prior to the revision taking effect.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the PARTIES agree as follows:
Section I — SCOPE OF SERVICES
11 General Scope of Services:
LA QUINTA shall provide routine maintenance work and emergency call -out
service on traffic signals, street 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
eight (8) weeks; clean and re -lamp signal heads as required; clean and re -
lamp luminaires as required. 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 a signal system failure. LA QUINTA shall apply to the local
power company for service and arrange for delivery of electrical power to the
signals.
2) Extra Work:
Any work to be performed beyond the scope of services described in
paragraph 1), above, shall constitute extra work ("Extra Work"). Extra Work
shall be compensated for with extra compensation calculated in a fair and
equitable method in accordance with LA QUINTA's current rates and/or LA
QUINTA's emergency/after-hours contractor's current rates. The current
rates as they exist upon the effective date of this Agreement are set forth in
Exhibit B. LA QUINTA may update those rates from time to time, and shall
provide notice to INDIAN WELLS of such updated rates. LA QUINTA shall
promptly notify INDIAN WELLS of any work that it has determined
constitutes Extra Work before performing such Extra Work. If INDIAN
WELLS agrees that the subject work constitutes Extra Work, and authorizes
LA QUINTA, in writing, to perform the Extra Work, INDIAN WELLS shall
compensate LA QUINTA for the Extra Work in accordance with this
paragraph and LA QUINTA's then current rates. LA QUINTA shall make the
final determination whether such work constitutes Extra Work, provided,
however, that INDIAN WELLS shall be entitled to any and all legal remedies
in the event of a dispute concerning such determination, including the right
to terminate this Agreement with 30-day's notice.
Section II — LA QUINTA'S OBLIGATIONS
LA QUINTA AGREES:
11 To operate and maintain the INSTALLATIONS and LA QUINTA will pay fifty
percent (50%) of all operations, maintenance, repair, and replacement costs,
including electrical energy cost, for the INSTALLATIONS.
2) Records: Records for the work provided under this Agreement shall be kept
by LA QUINTA and shall include the costs 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 INDIAN WELLS.
Section III — INDIAN WELLS' OBLIGATIONS
INDIAN WELLS AGREES:
1) To pay fifty percent (50%) of all operations, maintenance, repair, and
replacement costs, including electrical energy costs, for the
INSTALLATIONS, and INDIAN WELLS shall pay LA QUINTA such 50%
operations and maintenance obligation.
2) To pay all of above -referenced amounts within thirty (30) days of receipt of
the billing from LA QUINTA therefor.
3) Billing by LA QUINTA shall be made no more frequently than semi-annually,
.and if annually, shall cover the period beginning July 1 and ending June 30.
4) Upon full execution of this Agreement, the first billing submitted by LA
QUINTA may include all eligible expenses incurred after full execution of this
Agreement. All expenses incurred by LA QUINTA prior to full execution of
this Agreement shall not be eligible for reimbursement.
5) In the event of a dispute, INDIAN WELLS shall submit any such dispute in
writing to LA QUINTA. The Parties shall endeavor to resolve any such
dispute and pay the balance due, if any, within a reasonable period of time.
Section IV - GENERAL PROVISIONS
1) Terms and Termination:
Once signed by all PARTIES, this Agreement shall remain in force until
terminated in accordance with this section. This Agreement may be
terminated by any PARTY hereto upon thirty (30) days written notice to the
other PARTY of such termination. Any payment obligation then outstanding
shall survive such termination.
2) Invalid Provision:
The invalidity or unenforceability of any particular provision of this
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.
3) Amendment and Waiver:
This Agreement may be amended or revoked at any time by a written
agreement executed by LA QUINTA and INDIAN WELLS. No change or
modification of this Agreement shall be valid unless the same is in writing
and signed by all 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.
4) Attorney's Fees:
Each of the PARTIES shall bear its own fees and costs, including without
limitation attorney's fees, in the event of any dispute pertaining to this
agreement.
5) Governing Law:
This Agreement shall be construed and governed by the laws of the State of
California.
6) 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.
7) No alteration or variation of the terms of this Agreement shall be valid unless
made in writing and signed by all PARTIES, and no verbal understanding or
agreement not incorporated herein shall be binding on either party hereto.
8) Upon completion of all work under this Agreement, ownership and title to all
materials, equipment, and appurtenances installed in INDIAN WELLS shall be
vested in INDIAN WELLS and all materials, equipment, and appurtenances
installed in LA QUINTA shall be vested in LA QUINTA.
9) Neither INDIAN WELLS nor any officer or employee thereof shall be
responsible for any damage or liability occurring by reason of anything done
or omitted to be done by LA QUINTA under or in connection with any work,
authority or jurisdiction delegated to LA QUINTA under this Agreement. It is
also agreed that, pursuant to Government Code Section 895.4, LA QUINTA
shall fully indemnify and hold INDIAN WELLS harmless from any liability
imposed for injury (as defined by Government Code Section 810.8) occurring
by reason of anything done or omitted to be done by LA QUINTA under or in
connection with any work, authority or jurisdiction delegated to LA QUINTA
under this Agreement except to the extent that such injury results from
INDIAN WELLS' own misconduct or negligence.
10) Neither LA QUINTA nor any officer or employee thereof shall be responsible
for any damage or liability occurring by reason of anything done or omitted
to be done by INDIAN WELLS under or in connection with any work,
authority or jurisdiction delegated to INDIAN WELLS under this Agreement.
It is also agreed that pursuant to Government Code Section 895.4. INDIAN
WELLS shall fully indemnify and hold LA QUINTA harmless from any liability
imposed for injury (as defined by Government Code Section 810.8) occurring
by reason of anything done or omitted to be done by INDIAN WELLS under
or in connection with any work, authority or jurisdiction delegated to INDIAN
WELLS under this Agreement except to the extent that such injury results
from LA QUINTA's own misconduct or negligence.
1 1) NOTICES
All notices or other communications required or permitted hereunder shall be
in writing and shall be either personally delivered (which shall include delivery
by means of professional overnight courier service, which confirms receipt in
writing (such as Federal Express or UPS), sent by telecopier or facsimile
("FAX") machine capable of confirming transmission and receipt, or sent by
certified or registered mail, return receipt requested, postage prepaid, to the
following parties at the following addresses or numbers:
If to "La Quinta":
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92247-1504
Attn: Public Works Director
Tel: (760) 777-7075
Fax: (760) 777-7155
If to "Indian Wells":
City of Indian Wells
44-950 Eldorado Drive
Indian Wells, CA 92210-7497
Attn: Public Works Director
Tel: (760) 776-0237
Fax: (760) 346-0407
Notices sent in accordance with this paragraph shall be deemed delivered upon the
next business day following: (1) the date of delivery as indicated on the written
confirmation of delivery (if sent by overnight courier services); (2) the date of the
actual receipt (if personally delivered by other means); (3) the date of transmission
(if sent by facsimile machine), or; (4) the date of delivery as indicated on the return
receipt (if sent by certified or registered mail, return receipt requested). Notice of
change of address shall be given by written notice in the manner detailed in this
paragraph.
IN WITNESS WHEREOF, the PARTIES have executed the Agreement as of the
dates set forth below.
City, of La Quinta
City of La Quinta
Frank J. Spevacek, City Manager
78-495 Calle Tampico
La Quinta, CA 92247-1504
Dated:
City
ATTEST:
By:
Susan Maysels, City erk
APPROVED AS TO FORM:
By. 80M IN COUNTERPART
Allison LaMoine-Bui
Deputy City Attorney
La Quinta, California
City of Indian Wells
City of Indian Wells
Roderick J. Wood, Interim City Manager
44-950 Eldorado Drive
Indian Wells, CA 92210-7497
Dated: L—ZL{ — l-3
By:
R erick J o
I erinn City Manager
ATTEST:
By:
,Ahna Gr ry
Chief D puty. City Clerk
TO FORM:
Attorney
Exhibit A
INSTALLATIONS
Maintained
Description of Shared Facility
Percent Ownership
By
and Location
La Quinta
Indian Wells
La Quinta
Traffic Signal and safety
50%
50%
lighting: Washington Street at
Miles Avenue. Cost share for
maintenance and electricity
Exhibit B
All rates subject to yearly update
City of La Quinta hourly rates:
Standard Rate Overtime Rate
Traffic Signal Technician $45.51 $60.23
Bucket Truck $27.00 $27.00
Republic ITS — On -call / after-hours response hourly rates:
Remdar Time
Operations Superintendent
Lead Signal Technician
Signal Technician
Service Truck
Crane
Bucket
Compressor
Concrete Saw
Loops 1-4
Loops 5+
Material Mark-up
$108.05
$84.38
$80.26
$27.01
$66.89
$27.01
$15.44
$10.29
$427.04
$385.88
15%
Overtime
Premium Time
$162.07
$211.09
$126.57
$163.76
$120.39
$155.52
$27.01
$27.01
$66.89
$66.89
$27.01
$27.01
$15.44
$15.44
$10.29
$10.29