Palm Desert, City of/Coop Agree. 14COOPERATIVE AGREEMENT
FOR OPERATION AND MAINTENANCE
OF TRAFFIC SIGNAL AND SAFETY LIGHTING
This Cooperative Agreement for Operation and Maintenance of Traffic
Signals and Safety Lighting (hereinafter "Agreement") entered into this day of
UA&V 201�,gs' between the City of. LA QUINTA, a California municipal
corporation, referred to herein as "LA QUINTA" and the City of PALM DESERT, a
California municipal corporation, referred herein as "PALM DESERT". LA QUINTA
and PALM DESERT are sometimes hereinafter individually referred to as "PARTY"
and/or collectively referred to in this Agreement as "PARTIES".
RECITALS
1) LA QUINTA and PALM DESERT, 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 B; attached hereto
and incorporated herein by this reference. The INSTALLATIONS are owned
proportionately by each PARTY as shown in Exhibit B. 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 B.
The Director of Public Works, or equivalent, of each PARTY must approve in
writing the revised Exhibit B 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
1) General Scope of Services:
PALM DESERT 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
quarterly 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
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Contract No. C33220
the event of a signal system failure. PALM DESERT shall apply to the local
power company for service and pay 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 PALM DESERT's current rates and/or
PALM DESERT'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 A. PALM DESERT may update those rates from time to time,
and shall provide notice to LA QUINTA of such updated rates. PALM
DESERT shall promptly notify LA QUINTA of any work that it has determined
constitutes Extra Work before performing such Extra Work. LA QUINTA shall
promptly respond and if it agrees that the subject work constitutes Extra
Work, will authorize PALM DESERT, in writing, to perform the Extra Work,
LA QUINTA shall compensate PALM DESERT for the Extra Work in
accordance with this paragraph and PALM DESERT's then current rates.
PALM DESERT shall make the final determination whether such work
constitutes Extra Work, provided, however, that LA QUINTA 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.
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Section II —PALM DESERT'S OBLIGATIONS
PALM DESERT AGREES:
1) To operate and maintain the INSTALLATIONS IN ACCORDANCE WITH
Scope of Services in Section 1,paragraph 1►, and to pay fifty percent (50%)
of all operations, maintenance, repair, and replacement costs, including
electrical energy costs, for the INSTALLATIONS
2) Records: Records for the work provided under this Agreement shall be kept
by PALM DESERT 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 LA QUINTA.
Section III —LA QUINTA'S OBLIGATIONS
LA QUINTA AGREES:
1) To pay fifty percent (50%) of all operations, maintenance, repair, and
replacement costs, including electrical energy costs, for the
INSTALLATIONS.
2) To pay all of above -referenced amounts within thirty (30) days of receipt of
the billing from PALM DESERT therefore.
3) Billing by PALM DESERT 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 PALM
DESERT may include all eligible expenses incurred after full execution of this
Agreement. All expenses incurred by PALM DESERT prior to full execution of
this Agreement shall not be eligible for reimbursement.
5) In the event of a dispute, LA QUINTA shall submit any such dispute in
writing to PALM DESERT. 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
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Contract No. C33220
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 PALM DESERT. 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 PALM DESERT shall be
vested in PALM DESERT and all materials, equipment, and appurtenances
installed in LA QUINTA shall be vested in LA QUINTA.
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9) Neither PALM DESERT 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 PALM DESERT 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
PALM DESERT' 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 PALM DESERT under or in connection with any work,
authority or jurisdiction delegated to PALM DESERT under this Agreement. It
is also agreed that pursuant to Government Code Section 895.4. PALM
DESERT 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 PALM DESERT under or
in connection with any work, authority or jurisdiction delegated to PALM
DESERT 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
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Contract No. C33220
If to "PALM DESERT": City of PALM DESERT
73-510 Fred Waring Drive
PALM DESERT, CA 92260
Attn: Public Works Director
Tel: (760) 776-6450
Fax: (760) 341-7098
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.
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Contract No. C33220
IN WITNESS WHEREOF, the PARTIES have executed the Agreement as of the
dates set forth below.
CITY OF LA QUINTA CITY OF PALM DESERT
By: By:
DONALD OL , Mayor
Van G. Tanner, Mayor
ATTEST: ATTEST:
By: By:
SUSAN MAYSELS, RfiCHLEME a KLASS_E "
City Clerk City Clerk
APPROVED AS TO FORM: TO FORM:
SMW IN �TERPART
By: By: 7,i
M. KATHERINE JENSON, DAV I. WIN,
City Attorney City Attorney
APPROVE AS TO CONTENT: APPROVE AS TO
By:
OTHY . J ASSON, P.E. MARK
Public Wo s ' ector/City Engineer Public
72500.00001\7919342.1
Director
E.,
Contract No. C33220
IN WITNESS WHEREOF, the PARTIES have executed the Agreement as of the
dates set forth below.
CITY OF LA QUINTA CITY OF PALM DESERT
SOVEBy: DIf�TERPART gy:?—,/—�
DONALD ADOLPH, Mayor �dl ltrX2f@i7LWSCI MNW
Van G. Tanner, Mayor
ATTEST: ATTEST:
SIGNED IN COUNTERPART j
By: By:
SUSAN MAYSELS, RA HELLE D. KLASS ` ;
City Clerk City Clerk
APPRO D AS TO y` M: APPR i1Eb AS TO FORM:
By: Jq /// (/ \ gy: l Z
ATHERINE J� N, DAVI J. IN,
City Attorney City Attorney
APPROVE AS TO CONTENT: APP
By
IMOTH R. NASSON, P.E. MARK
Public orks Director/City Engineer Public
7150D.OD00117919343.1
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WOOD, P.E.,
Director
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of 4CI EVS J-r- j
On Jctnuny�),,PLOl+ before me, ln ar<ct✓ L- fyleyrpy, k64M1j kt-blIG
Date \ / Here Insert Name and T e of tine Onicer
personally appeared VQ✓I �^� . I CL✓ lje ✓-
Name(s) of Signer(s)
who proved to me on the basis of satisfactory
evidence to be the person(e) whose name(s)Ck
subscribed to the within instrument and acknowledged
to me that &e�sbe/they executed the same in
h s it authorized capacityfies), and that by
(hoherltheir signature(s) on the instrument the
GRACE L. MENDOZA person(a), or the entity upon behalf of which the
CommasiPublic -California Z c
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WITNESS my hand and official seal.
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❑ Corporate Officer — Title(s):
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Representing:
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Contract No. C33220
EXHIBIT A
STANDARD BILLING RATES
CITY OF PALM DESERT
STAFF AND EQUIPMENT
All rates subject to yearly update
Rates are shown per hour and are billed pro -rated for any portion of an hour.
Rates are established by City Council.
r
Service Truck $ 7 / hr.
Bucket Truck $ 27 / hr.
Service Truck with Message Board $ 19 / hr.
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Contract No. C33220
EXHIBIT "B"
INSTALLATIONS
MAINTAINED
DESCRIPTION OF SHARED
PERCENT OWNERSHIP
BY
FACILITY AND LOCATION
LA QUINTA
PALM
DESERT
Palm Desert
Traffic Signal and safety
50%
50%
lighting: Washington Street
at Palm Royale Drive. Cost
share for maintenance and
electricity
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