2018 CVAG - Reimb Agrmt Washing St & Fred Waring Project 2017-01ta Qwkra
- — 6EM of'rh DESERT —
MEMORANDUM
TO: Frank J. Spevacek, City Manager
FROM: Carley Escarrega, Management Assistant
DATE: April 4, 2018
RE: Washington Street Intersection with Fred Waring Drive Agency
Reimbursement Agreement between Coachella Valley Association of
Governments and the City of La Quinta
Attached for your signature is the reimbursement agreement regarding the above referenced
project.
Please sign the attached agreement(s) and return to the City Clerk for processing and
distribution.
Reauestina department shall check and attach the items below as anoronriate:
- L-0 i - 00t0 - (001 `Z 5- - 7,c;, 1-101 -1D
Contract payments will be charged to account number: 0000 - U M Z% -Tm-1 bk • CT
]� Amount of Agreement, Amendment, Change Order, etc.:'oZ�Jo�
A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or _ reportable interests
XA Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based_ upon:
X Approved by the City Council on Aril 3. 2018
la� City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures
of $50,000 or less. This expenditure is $ and authorized by [Council, Director, etc]
IN
17r Initial to certify that 3 written informal bids or proposals were received and considered in selection
The following reouired documents are attached to the ggreement_ % ,
Insurance certificates as required by the agreement (approved by Risk Manager on / �Ipdate)
13A Performance bonds as required by the agreement (originals)
Olt City of La Quinta Business License number
Mh A requisition for a Purchase Order has been prepared (amounts over $5,000)
OA copy of this Cover Memo has been emailed to Finance (Sandra)
Revised May 2017
AGENCY REIMBURSEMENT AGREEMENT
BY AND BETWEEN CVAG AND THE CITY OF LA QUINTA
WASHINGTON STREET INTERSECTION WITH FRED WARING DRIVE
THIS AGREEMENT is made and entered into this 26th day of February, 2018, by
and between the City of La Quinta ("Agency"), and the Coachella Valley Association
of Governments, a California joint powers agency, ("CVAG"), and is made with
reference to the following background facts and circumstances:
RECITALS
The "Coachella Valley Area Transportation Study", a valley -wide study prepared
under the auspices of CVAG, has identified various transportation and highway projects
throughout the Coachella Valley to be projects of regional importance. This intersection
is listed in the 2016 Transportation Project Prioritization Study (TPPS) document as part
of the Traffic Signal Interconnect Master Plan; and,
Approval of a highway financing measure by the voters of Riverside County in
November of 1988, as well as the approval of an extension of Measure A by the voters in
November of 2002, has created a source of funds with which to construct such projects;
and,
CVAG by agreement with its member agencies and with the Riverside County
Transportation Commission ("RCTC"), has been designated as the agency through which
such funds are to be conveyed and disbursed for the purpose of completing said regional
transportation projects; and,
CVAG Executive Committee, on July 31, 2006, approved the implementation of the
amended Transportation Uniform Mitigation Fee "TUMF" Fee Ordinance to increase the
collected TUMF Fee, effective January 1, 2007; and,
Under CVAG's policy of funding eligible projects with member jurisdictions, effective
January 1, 2007, the responsible jurisdiction(s) will be responsible for paying Twenty-five
Percent (25%) of the Project costs (the Local Share), as well as any ineligible project
costs, and CVAG will be responsible for Seventy-five Percent (75%) of eligible Project
costs (the Regional Share). Historically, the CVAG Regional Share has been paid as a
reimbursement to the Jurisdiction, as invoices are submitted and approved; and,
Agency desires to proceed with the Design and Construction phases of the
project known as WASHINGTON STREET INTERSECTION WITH FRED WARING
DRIVE PROJECT. The estimated cost of the Design and Construction Phases of
the Project is $1,860,745. CVAG's share of the Project cost is not -to -exceed
$1,395,555, being 75% of the anticipated Regional Share of the Project costs.
Agency will work with the City of Palm Desert and the City of Indian Wells in the design
and construction of this Project, and will develop and execute a separate agreement
assigning proportional cost shares of the $465,190 25% local share of the Project. Agency
will be responsible for the administration of this separate funding agreement.
NOW, THEREFORE, in consideration of the mutual covenants and subject to the
conditions contained herein, the parties do agree as follows:
1. The program embodied in this agreement for the reimbursement of funds
by CVAG shall apply only to those regional arterial projects that have heretofore been
identified in CVAG's TPPS. The Project is one of the intersections contained within the
Traffic Signal Interconnect Master Plan identified in the TPPS, and is therefore eligible.
2. The Project is generally described as and consists of the following:
Engineering and Design phases of the project known as WASHINGTON STREET
INTERSECTION WITH FRED WARING DRIVE PROJECT. These services will
hereinafter be referred to as the "Project".
Any excess property purchased to secure the necessary right-of-way for the
Project will be shared between the Agency and the Regional Arterial Program
proportionately according to the funding of the purchase by each jurisdiction participating
in the Project.
3. The scope of work of the Project is more particularly described in Exhibit
"A", entitled "Scope of Services " attached hereto and made a part hereof. The cost
estimate for the Project is more particularly described in Exhibit "B" - "Estimate of Cost",
attached hereto and made a part hereof. The cost estimates include a calculation
intended to allow Agency to recover an amount representing the time of its employed staff
in working on the Project as well as amount Agency shall pay to outside contractors in
connection with the Project. The amount of the Jurisdiction One -Quarter and the CVAG
Three -Quarters shall be calculated by reference to the cost estimates as shown on Exhibit
"B" unless amended pursuant to the provisions of Paragraph 6.
This Agreement shall establish a Time Trigger, which will require the
start of the Construction Phase of the Project, must begin within two years of the
date of execution of the Reimbursement Agreement with the City of La Quinta.
4. It is the agreement between CVAG and Agency that of the total
estimated cost of the Project Design and Construction Phases of the project will be
approximately $1,860,745, CVAG' Regional Share will equal $1,395,555, and the Local
share shall be $465,190, as well as one -hundred percent (100%) of all costs not eligible
for reimbursement by CVAG. This Agreement shall establish that CVAG may decline or
delay regional funds should it be determined that such action is necessary to maintain a
minimum balance of regional funds.
5. Agency agrees to seek reimbursement of seventy-five percent of only
those costs which are eligible for reimbursement by CVAG, as outlined in the CVAG
Policies and Procedures Manual for the Regional Arterial Program, as most recently
amended.
6. Agency shall be responsible for initial payment of all covered costs as
they are incurred. Following payment of such costs, Agency shall submit invoices to
CVAG requesting reimbursement of seventy-five percent of those eligible costs
associated with the Project. Each invoice shall be accompanied by detailed contractor
invoices, or other demands for payment addressed to Agency, and documents evidencing
Agency's payment of the invoices or demands for payment. Agency shall also submit a
Project Completion Report, in a form acceptable to CVAG, with each statement. Agency
shall submit invoices not more often than monthly and not less often than quarterly.
6.1 Upon receipt of an invoice from Agency, CVAG may request
additional documentation or explanation of the Project costs. Undisputed reimbursement
amounts shall be paid by CVAG to Agency within thirty (30) days.
6.2 If a post -payment audit or review indicates that CVAG has
Provided reimbursement to Agency in an amount in excess of Seventy-five Percent of
eligible costs, or has provided reimbursement of ineligible Project costs, Agency shall
reimburse CVAG for the excess or ineligible payments within thirty (30) days of
notification by CVAG.
7. Prior to any final payment to Agency by CVAG, a final report shall be
submitted to CVAG by Agency containing a record of all payments made for said Project
and the source of funds of all such payments, together with a record of all change orders,
cost over -runs, and other expenses incurred. Final payment will thereafter be paid by
CVAG in accordance with its rules, regulations and policies concerning project cost
determination and expense eligibility.
8. The format used for all bids solicited by Agency for the Project shall require
itemization sufficient to allow quantities of each bid item to be easily discernible.
9. The parties agree that should unforeseen circumstances arise which result
in new work not covered in Exhibit 'A," an increase of any costs over those shown in
Exhibit "B," or other changes in the Scope of Work are proposed, CVAG will in good faith
consider an amendment to this Agreement to provide for further appropriate
reimbursement if the proposed amendment is in accordance with the policies,
procedures, and cost determination/expense eligibility criteria adopted by CVAG. Non -
substantive changes may be made to this agreement subject to CVAG's General
Counsel's approval.
10. Agency shall maintain an accounting of all funds received from CVAG
pursuant to this Agreement in accordance with generally accepted accounting principles.
Agency agrees to keep all Project contracts and records for a period of not less than three
years from the date a notice of completion is filed by the Agency on such Project; or, if
the Project is not one as to which a notice of completion would normally be recorded, for
three years from the date of completion. Agency shall permit CVAG, at any reasonable
time, upon reasonable notice, to inspect any records maintained in connection with the
Project. CVAG shall have no duty to make any such inspection and shall not incur any
liability or obligation by reason of making or not making any such inspection.
11.The occurrence of any one or more of the following events shall, at CVAG's
option, constitute an event of default and Agency shall provide CVAG with immediate
notice thereof.
11.1 Any warranty, representation, statement, report or certificate
made or delivered to CVAG by Agency or any of Agency's officers, employees or agents
now or hereafter which is incorrect, false, untrue or misleading in any material respect;
11.2 Agency shall fail to pay, perform or comply with, or otherwise
shall breach, any obligation, warranty, term or condition in this Agreement or any
amendment to this Agreement, or any agreement delivered in connection with the Project;
or,
11.3 There shall occur any of the following: dissolution,
termination of existence or insolvency of Agency; the commencement of any proceeding
under any bankruptcy or insolvency law by or against Agency; entry of a court order which
enjoins, restrains or in any way prevents Agency from paying sums owed to creditors.
12. No waiver of any Event of Default or breach by one party hereunder shall
be implied from any omission by the other party to take action on account of such default,
and no express waiver shall affect any default other than the default specified in the
waiver and the waiver shall be operative only for the time and to the extent therein stated.
Waivers of any covenant, term, or condition contained herein shall not be construed as a
waiver of any subsequent breach of the same covenant, term or condition. The consent
or approval by one party to or of any act by the other party shall not be deemed to waive
or render unnecessary the consent or approval to or of any subsequent or similar act.
13.This Agreement is made and entered into for the sole protection and benefit
of CVAG and Agency and no third person shall have any right of action under this
Agreement.
14. It is the intent of the Agency and CVAG that the Project be represented as
being funded by Measure "A"/TUMF funds. All public notices, news releases, and
documents shall indicate that the Project is being cooperatively developed by the Agency,
RCTC, and CVAG using Measure "A"/TUMF funds. Prior to initiation of on -site
construction, Agency agrees to provide at least one "Project Sign" to be placed in a safe
and visible location near the site of construction so that all travelers passing the location
have the opportunity to observe who the agencies are that are providing funds for the
construction of the Project. CVAG's Policy and Procedures Manual provides a guide for
Project Sign format.
15.This Agreement is for funding purposes only and nothing herein shall be
construed so as to constitute CVAG as a party to the construction or in ownership or a
partner or joint venturer with Agency as to the Project. The Agency shall assume the
defense of, indemnify and hold harmless CVAG, its member agencies, and their
respective officers, directors, agents, employees, servants, attorneys, and volunteers,
and each and every one of them, from and against all actions, damages, claims, losses
and expenses of every type and description to which they may be subjected or put by
reason of or resulting from the actions or inactions of the Agency related to the Project or
taken in the performance of this Agreement or any agreement entered into by Agency
with reference to the Project. CVAG shall assume the defense of, indemnify and hold
harmless the Agency, its officers, directors, agents, employees, servants, attorneys, and
volunteers, and each of them, from and against all actions, damages, claims, losses, and
expenses of every type and description to which they may be subjected or put by reason
of or resulting from the actions of CVAG taken in the performance of this Agreement.
16. Agency agrees to include in its contract specifications and bid documents
a requirement that all prime contractors shall name CVAG and its member agencies as
"also insured" on all liability insurance coverage required by Agency on each contract.
Agency will provide a copy of the Insurance Certificate to CVAG, depicting CVAG and its
member agencies as "also insureds," within 30 days of signing a contract with the prime
contractor.
17. Any dispute concerning a question of fact arising under this Agreement that
is not disposed of by voluntary negotiations between the parties shall first be decided by
the CVAG Executive Director or designee, who may consider any written or verbal
evidence submitted by Agency. This decision shall be issued in writing. However, no
action in accordance with this Section shall in any way limit either party's rights and
remedies through actions in a court of law with appropriate jurisdiction. Neither the
pendency of dispute nor its consideration by CVAG will excuse Agency from full and
timely performance in accordance with the terms of this Agreement.
18. Any agency receiving federal funds must have an approved
Disadvantaaed Business Enterprise program. All recipients of Federal Highway
Administration (FHWA) funds must carry out the provisions of Part 26, Title 49 of the Code
of Federal Regulations (CFR) which established the Federal Department of
Transportation's policy supporting the fullest possible participation of firms owned and
controlled by minorities and women in the Department of Transportation programs.
Except to the extent that such or other contrary federal regulations may apply, Agency
covenants that, by and for itself and all persons claiming under or through it, there shall
be no discrimination against or segregation of any person or group of persons on account
of race, color, creed, religion, sex, marital status, national origin or ancestry in the
performance of this Agreement.
19. Agency warrants that all aspects of the Project shall be undertaken in
compliance with all applicable local, state and federal rules, regulations and laws.
Agency will execute and deliver to CVAG such further documents and do other acts and
things as CVAG may reasonably request in order to comply fully with all applicable
requirements and to effect fully the purposes of this Agreement.
20. This Agreement may not be assigned without the express written consent
of CVAG first being obtained.
21. Agency, its successors in interest and assigns shall be bound by all the
provisions contained in this Agreement.
22. No officer or employee of CVAG shall be personally liable to Agency, or
any successor in interest, in the event of any default or breach by CVAG or for any amount
with may become due to Agency or to its successor, or for breach of any obligation of the
terms of this Agreement.
23. Notwithstanding any other provision herein, CVAG shall not be liable for
payment or reimbursement of any sums for which CVAG has not first obtained the
necessary and appropriate funding from TUMF and/or Measure "A" monies.
24. No officer or employee of CVAG shall have any personal interest, direct or
indirect, in this Agreement; nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his or her personal interest or the interest
of any corporation, partnership or association in which she or he is, directly or indirectly,
interested, in violation of any state, federal or local law.
25. Agency warrants that the funds received by CVAG pursuant to this
Agreement shall only be used in a manner consistent with CVAG's reimbursement policy
and all applicable regulations and laws. Any provision required to be included in this
type of agreement by federal or state law shall be deemed to be incorporated into this
Agreement.
26. 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 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 the City of La Quinta: Frank J. Spevacek
City Manager
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Telephone: (760) 777-7000
If to CVAG: CVAG
73-710 Fred Waring Drive
Palm Desert, CA 92260
Telephone: (760) 346-1127
Notices sent in accordance with this paragraph shall be deemed delivered upon the next
business day following the: (i) date of delivery as indicated on the written confirmation
of delivery (if sent by overnight courier service); (ii) the date of actual receipt (if personally
delivered by other means); (iii) date of transmission (if sent by telecopier or facsimile
machine); or (iv) 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.
27. This Agreement and the exhibits herein contain the entire agreement
between the parties, and is intended by the parties to completely state the agreement in
full. Any agreement or representation respecting the matter dealt with herein or the
duties of any party in relation thereto, not expressly set forth in this Agreement, is null and
void.
28. If any term, provision, condition, or covenant of this Agreement, or the
application thereof to any party or circumstance, shall to any extent be held invalid or
unenforceable, the remainder of the instrument, or the application of such term, provision,
condition or covenant to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
29. In the event either party hereto brings an action or proceeding for a
declaration of the rights of the parties, for injunctive relief, for an alleged breach or default,
or any other action arising out of this Agreement, or the transactions contemplated
hereby, the prevailing party in any such action shall be entitled to an award of reasonable
attorneys' fees and costs incurred in such action or proceeding, in addition to any other
damages or relief awarded, regardless of whether such action proceeds to final judgment.
30. Time is of the essence in this Agreement, and each and every provision
hereof in which time is an element.
31. This Agreement and all documents provided for herein shall be governed
by and construed in accordance with the laws of the State of California. Any litigation
arising from this Agreement shall be adjudicated in the courts of Riverside County, Desert
Judicial District, State of California.
32. Agency warrants that the execution, delivery and performance of this
Agreement and any and all related documents are duly authorized and do not require the
further consent or approval of any body, board or commission or other authority.
33. This Agreement may be executed in one or more counterparts and when
a counterpart shall have been signed by each party hereto, each shall be deemed an
original, but all of which constitute one and the same instrument.
COACHELLA VALLEY ASSOCIATION of GOVERNMENTS
The parties hereto have caused this Reimbursement Agreement to be executed by their duly
authorized representatives on the above -referenced date.
ATTEST:
Monika Radeva, Deputy City Clerk
City of La Quinta, California
FRANK J
City of L
CVAG
JA_
VA K, City Manager
rota, California
By:
Tom K rrk
Executive O'ector
AGENCY:
By:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
Marion Ashley
CVAG Chair
EXHIBIT "A"
SCOPE OF SERVICES
AGENCY REIMBURSEMENT AGREEMENT
BY AND BETWEEN CVAG AND THE CITY OF LA QUINTA
WASHINGTON STREET INTERSECTION WITH FRED WARING DRIVE
The Scope of Services for this Project includes the Design and Construction Phases of
the Project.
EXHIBIT "B"
AGENCY REIMBURSEMENT AGREEMENT
BY AND BETWEEN CVAG AND THE CITY OF LA QUINTA
WASHINGTON STREET INTERSECTION WITH FRED WARING DRIVE
The total estimated cost of the Project Approval/Environmental Document Phase of the
Project is $1,860,745.
In accordance with CVAG policy, CVAG agrees to pay 75% of the qualified project costs,
in this case estimated as not -to -exceed $1,395,555.
The City of La Quinta as Lead Agency agrees to invoice CVAG for 75% of the eligible
project costs.
The proportional cost shares for the City of Indian Wells and the City of Palm Desert for
the Project will be established in a separate agreement that will be administered by the
Agency.
May 21, 2018
Susan Maysels
City Clerk
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Re: Reimbursement Agreement — Washington St Intersection with Fred Waring Drive
Enclosed please find a fully executed original of the above agreement between the Coachella
Valley Association of Governments (CVAG), and the City of La Quinta.
If you have any questions regarding this agreement, please contact me at (760) 346-1127.
Sincerely,
Cynthia Rhoton
Accounting Assistant
Enclosure
CITY OF BLYTHE • CITY OF CATHEDRAL CITY • CITY OF COACHELLA • CITY OF DESERT HOT SPRINGS • CITY OF INDIAN WELLS
CITY OF INDIO • CITY OF LA QUINTA • CITY OF PALM DESERT • CITY OF PALM SPRINGS • CITY OF RANCHO MIRAGE • COUNTY OF RIVERSIDE
AGUA CALIENTE BAND OF CAHUILLA INDIANS • CABAZON BAND OF MISSION INDIANS
March 8, 2018
Frank Spevacek
City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
Re: Agency Reimbursement Agreement — Washington Street Intersection with Fred
Waring Drive
Enclosed please find two originals of the Agreement between the Coachella Valley Association
of Governments and the City of La Quinta.
Please sign both agreements and return them to me at:
Coachella Valley Association of Governments
73-710 Fred Waring Drive, Suite 200
Palm Desert, CA 92260
If you have any questions, or need further information regarding this agreement, please feel free
to contact Eric Cowie at 760-346-1127.
Sincerely,
C4111�-
7
Cynthia Rhoton
Accounting Assistant
Enclosures
CITY OF BLYTHE • CITY OF CATHEDRAL CITY • CITY OF COACHELLA • CITY OF DESERT NOT SPRINGS • CITY OF INDIAN WELLS
CITY OF INDIO • CITY OF LA QUINTA • CITY OF PALM DESEPT • CITY OF PALM SPRINGS • CITY OF RANCHO MIRAGE • COUNTY OF RIVERSIDE
AGUA CALIENTE BAND OF CAHUILLA INDIANS - CABAZON BAND OF MISSION INDIANS