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Indio, City/Co-Op Agr - Dune Palms & Westward Ho Signal & Lighting 06COOPERATIVE AGREEMENT FOR THE DESIGN AND CONSTRUCTION OF TRAFFIC SIGNAL IMPROVEMENTS This agreement (hereinafter "Agreement") entered into this �_ day of �� 2006, is between the City of La Quinta, a Municipal Corporation and charter city, referred to herein as "LA QUINTA," and the City of Indio, a Municipal Corporation, referred to herein as "INDIO." LA QUINTA and INDIO are collectively referred to in this Agreement as "PARTIES." RECITALS (1) LA QUINTA and INDIO desire to install a new traffic signal and safety lighting, referred to herein as "PROJECT," at the intersection of Dune Palms Road and Westward Ho Drive, and desire to specify the terms and conditions under which the PROJECT is to be engineered, constructed, financed, operated and maintained. (2) The PROJECT location is jointly owned seventy-five percent (75%) by LA QUINTA and twenty-five percent (25%) by INDIO. (3) It has been determined that the State of California promulgated traffic signal warrants have been met for the PROJECT location. (4) LA QUINTA agrees to contribute 75% of the estimated cost to complete the PROJECT. The PROJECT is estimated to cost $317,589. Therefore, LA QUINTA's contribution is estimated to be $238,192. (5) INDIO agrees to contribute 25% of the estimated cost to complete the PROJECT. The PROJECT is estimated to cost $317,589. Therefore, INDIO's contribution is estimated to be $79,397. Section LA QUINTA AGREES: (1) To pay an amount equal to seventy-five percent (75%) of the PROJECT costs for construction, design, engineering, inspection/testing/survey, contingency and administrative costs as described on attached Exhibit "A." (2) To prepare Plans, Specifications and Estimates (PS&E) for the PROJECT. PS&E are to be prepared in accordance with the Standard Plans and Specifications of the State of California Department of Transportation, the standards and practices of LA QUINTA and all applicable laws and regulations. (3) To have final design documents and drawings for the PROJECT prepared by or under the direction of a civil engineer registered and licensed in the State of California, and that the specifications, each set of plans and any reports shall bear the professional seal, certificate and signature of the professional engineer responsible for their preparation. (4) To apply for any necessary encroachment permits for work within the INDIO street right-of-way, in accordance with INDIO standard permit procedures. (5) To advertise, award and administer a public works contract for the construction of the PROJECT improvements. (6) To retain or cause to be retained for audit by INDIO or other governmental auditors for a period of three (3) years from the date of final payment, all records and accounts relating to construction of the PROJECT. (7) Upon completion of the PROJECT, to furnish INDIO a complete set of full- sized reproducible "Drawing of Record" plans and refund any unexpended funds belonging to INDIO. (8) To enter into a maintenance agreement with INDIO, whereby LA QUINTA will agree to maintain and operate the facilities and LA QUINTA will pay seventy-five percent (75%) and INDIO will pay twenty-five percent (25%) of the maintenance and energy costs for the PROJECT. SPntinn II INDIO AGREES: (1) To pay an amount equal to twenty-five (25%) of PROJECT costs for construction, design, engineering, inspection/testing/survey, contingency and administrative costs as described on attached Exhibit "A." (2) To deposit with LA QUINTA within thirty (30) days of receipt of billing therefore the amount of $79,397 which figure represents INDIO's estimated PROJECT share of the cost of preliminary engineering, construction, construction engineering and administration, as required to complete the PROJECT. In no event will INDIO's obligation for all anticipated costs under this Agreement exceed 115% of INDIO's estimated costs, as listed in Exhibit "A," provided that INDIO may, at its sole discretion, in writing, authorize a greater amount. However, this does not obligate LA QUINTA in any way to provide additional funds for the PROJECT. (3) To issue, free of charge, upon application by LA QUINTA or LA QUINTA's contractor, the necessary Encroachment Permits for required work within the INDIO streets right-of-way. (4) To enter into a maintenance agreement with LA QUINTA, whereby LA QUINTA will agree to maintain and operate the facilities and LA QUINTA will pay seventy-five percent (75%) and INDIO will pay twenty-five percent (25%) of the maintenance and energy costs for the PROJECT. Sartinn IIII IT IS MUTUALLY AGREED AS FOLLOWS: (1) The total cost of PROJECT is estimated to be $317,589. (2) Upon opening bids for construction of the PROJECT, if bids indicate a cost overrun of no more than 15% of the project cost estimate as described in Exhibit 'A" LA QUINTA may award the contract. (3) If, upon opening of bids, it is found that a cost overrun exceeding 15% of the construction cost estimate will occur, INDIO, and LA QUINTA shall endeavor to agree upon an alternative course of action. If, after sixty (60) calendar days from the date of bid opening, an alternative course of action is not agreed upon, this Agreement shall be deemed to be terminated by mutual consent, with each agency sharing incurred costs in accordance with the cost shares as set forth in Section I, Article (1), Section II, Article (1), and Section III, Article (1). (4) All contract change orders exceeding 15% of the bid price for the relevant contract bid items shall be submitted by LA QUINTA to INDIO for review and approval prior to authorization by LA QUINTA to construction contractor. (5) In construction of said work, LA QUINTA will furnish a representative to perform the function of Resident Engineer, and INDIO may furnish a representative. INDIO's representative may consult with LA QUINTA's representative, but LA QUINTA's decision shall be considered final. (6) No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by all parties, and no oral understanding or agreement not incorporated herein shall be binding on either party hereto. (7) Upon completion of all work under this Agreement, ownership and title to all materials, equipment, and appurtenances installed will be jointly shared in the ratio of seventy-five percent (75%) LA QUINTA, twenty-five percent (25%) INDIO. (8) INDIO 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 further agreed that, pursuant to Government Code Section 895.4, LA QUINTA shall fully indemnify and hold INDIO 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. (9) LA QUINTA nor any other officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by INDIO under or in connection with any work, authority or jurisdiction delegated to INDIO under this Agreement. It is also agreed that, pursuant to Government Code Section 895.4, INDIO shall fully indemnify and hold LA QUINTA harmless from any liability imposed for injury (as defined by Government Code Section 810.98) occurring by reason of anything done or omitted to be done by INDIO under or in connection with any work, authority or jurisdiction delegated to INDIO under this Agreement. (The remainder of this page is intentionally left blank) NOTICES: Any notice required to be sent pursuant to this Agreement shall be sent by regular mail, addressed as follows: CITY OF INDIO Glenn Southard, City Manager 100 Civic Center Mall Indio, CA 92202 Dated: GENE GILBER Mayor ATTEST: APPROVED AS TO FORM: By: �'J'JWZ. [�A Edward Kotkin City Attorney CITY OF LA QUINTA Thomas P. Genovese, City Manager 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92247-1504 Dated: r ATTEST: By: �,J�o ►a-� �� June Greek, City Clerk APPROVED AS TO FORM: By: M. Katfierine Jenso City Attorney . EXHIBIT "A" COOPERATIVE AGREEMENT DESIGN AND CONSTRUCTION OF TRAFFIC SIGNAL IMPROVEMENTS Dune Palms Road at Westward Ho Drive- New Traffic Signal Estimated Budget Construction $ 252,754.00 Design $ 19,611.00 Inspection/Testing/Survey $ 15,198.53 Administration $ 9,805.50 Contingency $ 20,220.32 SUB -TOTAL: $ 317,589.35 TOTAL ESTIMATED COST: $ 317,589 LA QUINTA 314 PROJECT SHARE: $238,192 INDIO 1/4 PROJECT SHARE: $79,397