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2020 RCTC - SB821 Bike & Pedestrian Facilities Program (Project 2019-23)                                7eA^kdcenAnSc^z"GvGYcd\G^nzCnzenSCZGzz 6G^AnGzSYYz z 7RSkz %r^ES^Pz PeGG\G^nz '2##-#.7z Skz G^nGeGEz S^ncz Akz cIz=>?@zz z #LGCnSvGz "AnGz Byz A^Ez BGnwGG^z nRGz 2):#26)"#z /9.7<z 72.60/277)/.z /--)66)/.z 2 7 zA^Ez nRGz SnyzcIz,Az1sS^nAz 2# )0)#.7 z 2 7 zA^Ez3# )0)#.7z\Ayz BGzeGKegGEz nczRGeGS^zS^ESvSErAZYyzAkzAz0AeqyzA^EzCcYYGCnSvGYyzAkznRGz0AhqSGk z     2 7 z Skz Az Ccr^nyz neA^kdcenAnSc^z Cc\\SkkSc^z CeGAnGEz A^Ez GxSknS^Pz drekrA^nz ncz AYSNiSA 0rBYSCz9nSYSnSGkz cEGz6GCnSc^kzzA^Ez   9^EGez2 7 kz6zzSCyCZGzA^Ez0GEGkneSA^z%ACSYSnSGkz0ecPeA\z02/'2-zCSnSGkzA^E Ccr^nSGkz S^z nRGz cr^nyz cIz2SvGekSEGz AeGz ^cnSMGEz cIznRGz AvASZABSYSnyz cIz02/'2-z O^ES^P A^Ez Az CAYZz Nez decWGCnkz  ,,z %/2z 02/+# 76z Skz A^nSCSdAnGEz ncz BGz SkksGEz BSG^^SAZYyz By 2 7 /^z %GBerAeyz z z Az ,,z %/2z 02/+# 76z wAkz drBYSkRGEz Byz 2 7 z kGGXS^P AddYSCAnSc^kz Nez %<z z 02/'2-z O^ES^Pz wRSCRz AddZSCAnSc^kz wGeGz eGvSGwGEz S^ ACCceEA^CGzwSnRznRGzAddYSCABZGzGvAZrAnSc^zCeSnGeSAzS^CYrEGEzS^znRGz ,,z%/2z02/+# 76 "AkGEzc^znRGzAddYSCAnSc^zAnnACRGEzAkznnACR\G^nzzA^EzS^CcedceAnGEzRGeGS^zByz nRSkzeGKeG^CG 5# )0)#.7z RAkz BGG^z kGYGCnGEz ncz eGCGSvGz 02/'2-z O^ES^Pz Nez SnkzdecdckGEz;AkRS^Pnc^ 6neGGnzAnzvGzzA^Ez AYYGz7A\dSCcz6SEGwAYXzA^Ez"z)\decvG\G^nkz02/+# 7 # %s^ES^Pz Nez nRGz 02/+# 7z kRAYYz BGz decvSEGEz dreksA^nz ncz nRGz nGe\kz Cc^nAS^GEz S^z nRSk '3##-#.7zA^EzdreksA^nznczAddZSCABYGz02/'2-zdcYSCSGkz AEcdnGEzByz2 7 zwRSCRzAeG AnnACRGEzRGeGnczA^EzS^CcedceAnGEzRGeGS^zAkznnACR\G^nz ./;z 7(#2#%/2#z S^z Cc^kSEGeAnSc^z cIznRGz deGCGES^Pz eGCSnAZkz A^Ez nRGz \rnrAZz CcvG^A^nkz A^Ez Cc^kSEGeAnSc^zCc^nAS^GEzRGeGS^znRGz0AenSGkz\snrAYYyz APeGGzAkzNZYcwkz  *_DcjcfAoTc`zcJz3HCUpA[l z 7RGz0AeqSGkz ACX^cwZGEPGz A^Ez APeGGznRAnznRGzABcvGzeGCSnAYkzAeGznerG A^EzCcegGCnzA^EzRGeGByzS^CcedceAnGznRckGzeGCSnAYkzByznRSkzeGKeG^CGzS^ncznRGz'2##-#.7  4!8 z &taFV^Qz]cubq z 2 7 zRGeGByzAPeGGkznczESkneSBsnGzncz nRGz5$ )0)#.7z c^znRGznGe\k A^EzCc^ESnSc^kzkGnzNeqRzRGeGS^zAz ks\z^cnznczGxCGGEz .S^Gnyz 6GvG^z7RcrkA^Ez 6GvG^z(r^EeGE "cYYAekz z ncz BGz rkGEz GxCYrkSvGYyz Nez eGS\BsekS^Pz nRGz 2# )0)#.7z Nez GZSPSBZG GxdG^mGkz Akz EGkCeSBGEz RGeGS^z %9.").'z -/9.7 z 2# )0)#.7z ACX^cwYGEPGkz A^E       dez 17336.00005\32744357.1 2 agrees that the FUNDING AMOUNT may be less than the actual and final cost of the PROJECT, which final costs are the sole responsibility of RECIPIENT, and RCTC will not contribute PROGRAM funds in excess of the maximum authorized in this Section 2 unless otherwise mutually agreed to in writing by the PARTIES. In the event the FUNDING AMOUNT is not fully utilized by RECIPIENT for the PROJECT, the unused FUNDING AMOUNT must be returned to RCTC within ninety (90) ninety days of a written request by RCTC unless RECIPIENT can demonstrate in writing, subject to written approval by RCTC in its sole discretion, the following: (i) valid reason for why PROJECT costs were significantly lower than the estimate included in RECIPIENT’s attached application for funding, and (ii) written proposal for how any unused FUNDING AMOUNT will be used for a proposal to support the PROJECT or other use that supports the goals and requirements of the PROGRAM. 2.1 Eligible Project Costs. Reimbursement for PROJECT costs (“REIMBURSEMENT”) may only include those items expressly allowed for under Article 3 of the Transportation Development Act (California Public Utilities Code section 99200 et seq.), which provides that funding shall be allocated for the construction, including related engineering expenses, of facilities based on the PROGRAM policies adopted by RCTC, provided that such items are included in the scope of work attached hereto and incorporated herein as Attachment 3 (“SCOPE OF WORK”). All PROJECT costs not included in the SCOPE OF WORK and not expressly permitted under Article 3 of the Transportation Development Act and the PROGRAM policies shall be considered ineligible for REIMBURSEMENT. In the event the SCOPE OF WORK needs to be amended, RECIPIENT shall submit a letter requesting such amendment, the reasons for the requested change and confirmation that costs associated with the proposed amendment are eligible for PROGRAM reimbursement for written approval by RCTC, which approval is subject to RCTC’s discretion. In the event of any ambiguity between this AGREEMENT, PROGRAM policies, and applicable law, the following order of precedence will govern: (1) Applicable law; (2) PROGRAM policies; (3) this AGREEMENT. 2.2 Timing for Project Completion. In accordance with the PROGRAM policies attached hereto as Attachment 2, RECIPIENT has twenty-four (24) months to complete the PROJECT from the date of this AGREEMENT, unless otherwise agreed to in writing by the PARTIES. If the PROJECT is not completed within 24 months, RCTC shall have the sole discretion to delete the PROJECT from the PROGRAM and reprogram the funding for future approved PROGRAM projects. RECIPIENT will not be reimbursed until the PROJECT is accepted as complete in writing by RCTC following the submission of the PROGRAM funding claim form (“CLAIM FORM”) attached hereto and incorporated herein as Attachment 4. In the event additional time is needed for the completion of the PROJECT, RECIPIENT may submit a letter to RCTC requesting an extension of time to complete the PROJECT with an explanation of why the PROJECT cannot be completed under the existing schedule for completion included as Attachment 3, attached hereto and incorporated herein. Before and after PROJECT photographs must be included with the CLAIM FORM upon PROJECT completion, as well as copies of paid invoices and any other backup requested for repayment and audit purposes. 17336.00005\32744357.1 3 2.3 Increases in Project Funding. The FUNDING AMOUNT may, at RCTC’s sole discretion, be augmented with additional PROGRAM funds and local agency match funds proportionate to the amounts included in Section 3 if there is a FUNDING AMOUNT balance and the RECIPIENT provides justification as to the reason for the funding increase. Any such increase in the FUNDING AMOUNT must be approved in writing by RCTC’s Executive Director and RCTC shall be under no obligation whatsoever to approve any increase in the FUNDING AMOUNT. No such increased funding shall be expended to pay for any PROJECT work already completed. 2.4 Cost Savings. In the event that bids or proposals for the PROJECT are lower than anticipated, or there are cost savings for any other reason, the FUNDING AMOUNT shall be reduced through an amendment to the AGREEMENT mutually agreed to in writing by the Parties. RECIPIENT shall inform RCTC of any cost savings and any cost savings shall be returned to RCTC or may be reprogrammed with written approval by RCTC for other RECIPIENT projects that align with the PROGRAM. No PROGRAM funding may be used for projects not approved by RCTC. If RECIPIENT provides a local match commitment and there are cost savings on the PROJECT, RCTC will still be reimbursed at the matching ratio in effect at the time of PROJECT selection and approval despite such cost savings in accordance with PROGRAM policies. 2.5 No Funding for Temporary Improvements. Only segments or components of the PROJECT that are intended to form part of or be integrated into the PROJECT may be funded by PROGRAM funds. No improvement(s) which is/are temporary in nature, including but not limited to temporary lanes, curbs, or drainage facilities, shall be funded with PROGRAM funds except as needed for staged construction of the PROJECT. 2.6 Review and Reimbursement by RCTC. Upon receipt of the final detailed invoice from the RECIPIENT clearly documenting work completed and corresponding costs, RCTC may request additional documentation or explanation of the SCOPE OF WORK costs for which reimbursement is sought. Undisputed amounts shall be paid by RCTC to the RECIPIENT within thirty (30) days. In the event that RCTC disputes the eligibility of the RECIPIENT for reimbursement of all or a portion of an invoiced amount, the Parties shall meet and confer in an attempt to resolve the dispute. Additional details concerning the procedure for the RECIPIENT’s submittal of invoices to RCTC and RCTC’s consideration and payment of submitted invoices are set forth in Attachment 4. 2.7 Recipient’s Funding Obligation to Complete the Work. In the event that the PROGRAM funds allocated to the SCOPE OF WORK represent less than the total cost of the PROJECT, RECIPIENT shall be solely responsible for providing such additional funds as may be required to complete the PROJECT. RCTC has no obligation with respect to the safety of any SCOPE OF WORK performed at a PROJECT site. Further, RCTC shall not be liable for any action of RECIPIENT or its contractors relating to the condemnation of property undertaken by RECIPIENT or construction related to the PROJECT. 2.8 Recipient’s Obligation to Repay Program Funds to RCTC. In the event it is determined, whether through a post-completion audit or otherwise, the PROJECT was not 17336.00005\32744357.1 4 completed in accordance with the PROGRAM requirements or this AGREEMENT, RECIPIENT agrees that any PROGRAM funds distributed to RECIPIENT for the PROJECT shall be repaid in full to RCTC. The Parties shall enter into good faith negotiations to establish a reasonable repayment schedule and repayment mechanism which may include, but is not limited to, withholding of Measure A Local Streets and Roads revenues, if applicable. RECIPIENT acknowledges and agrees that RCTC shall have the right to withhold any Measure A Local Streets and Roads revenues due to RECIPIENT, in an amount not to exceed the total of the PROGRAM funds distributed to RECIPIENT, and/or initiate legal action to compel repayment, if the RECIPIENT fails to repay RCTC within a reasonable time period not to exceed one hundred eighty (180) days, including any good faith negotiations, from receipt of written notification from RCTC that repayment is required due to failure to comply with the PROGRAM policies or this AGREEMENT. 2.9 Records Retention and Audits. RECIPIENT shall retain all PROJECT records in an organized manner for a minimum of three (3) years following completion of the PROJECT. PROJECT records shall be made available for inspection by RCTC upon request. If a post PROJECT audit or review indicates that RCTC has provided reimbursement to the RECIPIENT in an amount in excess of the maximum PROGRAM provided for in this Section 2, or has provided reimbursement of ineligible PROJECT costs, the RECIPIENT shall reimburse RCTC for the excess or ineligible payments within thirty (30) days of notification by RCTC. This Section 2.9 does not supersede any rights or remedies provided to RCTC under Section 2.8 or applicable law. 3. Recipient’s Local Match Contribution. RECIPIENT shall provide at least Ninety Seven Thousand Seven Hundred Dollars ($97,700) of funding toward the SCOPE OF WORK, as indicated in RECIPIENT’S application attached as Attachment 1 and submitted to RCTC in response to its CALL FOR PROJECTS. RECIPIENT costs related to (i) preparation and administration costs related to invoices, billings and payments; (ii) any RECIPIENT fees attributed to the processing of the SCOPE OF WORK; and (iii) expenses for items not included within the attached SCOPE OF WORK shall be borne solely by the RECIPIENT and shall not qualify towards RECIPIENT’s local match requirement in this Section 3. 4. Term: The term of this AGREEMENT shall be from the date first herein above written until: (i) the date RCTC formally accepts the PROJECT as complete, pursuant to Section 2.2; (ii) termination of this AGREEMENT pursuant to Section 14; or (iii) RECIPIENT has fully satisfied its obligations under this AGREEMENT. All applicable indemnification and insurance provisions of this AGREEMENT shall remain in effect following the termination of this AGREEMENT. 5. Recipient Responsibilities. RECIPIENT shall be responsible for all aspects of the PROJECT, in compliance with all applicable state and federal laws, including: (i) development and approval of plans, specifications and engineer’s estimate in accordance with all applicable laws, regulations and building codes; obtaining any necessary environmental clearances; right of way acquisition; and, obtaining all permits required by impacted agencies prior to commencement of the PROJECT; (ii) all aspects of procurement, 17336.00005\32744357.1 5 contracting, and administration of the contracts and claims for the PROJECT; (iii) all construction management of any construction activities undertaken in connection with the PROJECT, including surveying and materials testing; and, (iv) development of a budget for the PROJECT and SCOPE OF WORK prior to award of any contract for the PROJECT, taking into consideration available funding, including PROGRAM funds. 6. Indemnification. RECIPIENT shall defend, indemnify and hold RCTC, its officials, governing board members, officers, employees, agents, and consultants free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property, persons or government funding agency, including wrongful death, to the extent arising out of or incident to any intentional or negligent acts, errors or omissions of the RECIPIENT, its officials, officers, employees, agents, and consultants related to a breach of this AGREEMENT or any act or omission arising out of the activities governed by this AGREEMENT. RECIPIENT’S obligation to indemnify includes without limitation the payment of all consequential damages and reasonable attorneys’ fees, expert witness fees and other related costs and expenses of defense. RECIPIENT shall defend, at its own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against RCTC, its officials, officers, employees, agents, and consultants in connection with this AGREEMENT. RECIPIENT shall pay and satisfy any judgment, award or decree that may be rendered against RCTC, its officials, officers, employees, agents, and consultants in any such suits, actions or other legal proceedings, including any settlement. RECIPIENT’s obligation to indemnify shall not be restricted to insurance proceeds. 7. Expenditure of Funds by Recipient Prior to Execution of Agreement. Nothing in this AGREEMENT shall be construed to prevent or preclude RECIPIENT from expending funds on the PROJECT prior to the execution of this AGREEMENT, or from being reimbursed by RCTC for such expenditures. However, RECIPIENT understands and acknowledges that any expenditure of funds on the PROJECT prior to the execution of the AGREEMENT is made at RECIPIENT’s sole risk and that some expenditures by RECIPIENT may not be eligible for reimbursement under this AGREEMENT. 8. Compliance with Applicable Laws and Insurance. RECIPIENT agrees to comply with all applicable laws and regulations, including public contracting laws, requirements for any local state or federal funding used, and records retention and performance reporting requirements concerning the SCOPE OF WORK and PROJECT, which applicable laws and regulations shall be passed on to contractors by RECIPIENT as applicable. RECIPIENT shall have the responsibility of making sure the appropriate amounts of insurance are included in all applicable agreements for the construction of the PROJECT and RCTC shall be named as an Additional Insured on all insurance certificates obtained for the completion of the PROJECT. PROJECT insurance funds shall be looked to first for the repayment of any claims determined to have merit. 9. Representatives of the Parties. RCTC’s Executive Director, or his or her designee, shall serve as RCTC’s representative and shall have the authority to act on behalf of RCTC for all purposes under this AGREEMENT. RECIPIENT hereby designates 17336.00005\32744357.1 6 _____________________ [title], or his or her designee, as RECIPIENT’S representative to RCTC. RECIPIENT’S representative shall have the authority to act on behalf of RECIPIENT for all purposes under this AGREEMENT and shall coordinate all activities with RCTC concerning the SCOPE OF WORK under the RECIPIENT’s responsibility. RECIPIENT shall work closely and cooperate fully with RCTC’s representative and any other agencies which may have jurisdiction over or an interest in the PROJECT. 10. Monitoring of Progress by RCTC. RECIPIENT shall allow RCTC’s designated representative, or designee, to inspect or review the progress of the work at any reasonable time with prior written notice by RCTC. RCTC may request that the RECIPIENT provide RCTC with progress reports concerning the status of the SCOPE OF WORK and PROJECT completion. 11. Binding on Successors in Interest. Each and every provision of this AGREEMENT shall be binding and inure to the benefit of the successors in interest of the Parties. Due to the specific obligations contemplated herein, this AGREEMENT may not be assigned by any Party hereto except with the prior written consent of the other Party. 12. Independent Contractors. Any person or entities retained by RECIPIENT or any contractor shall be retained on an independent contractor basis and shall not be employees of RCTC. Any personnel performing services on the PROJECT shall at all times be under the exclusive direction and control of the RECIPIENT or contractor, whichever is applicable. The RECIPIENT or contractor shall pay all wages, salaries and other amounts due such personnel in connection with their performance of services on the SCOPE OF WORK and as required by law. The RECIPIENT or contractor shall be responsible for all reports and obligations concerning such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance and workers’ compensation insurance. 13. Conflicts of Interest. For the term of this AGREEMENT, no member, officer or employee of RECIPIENT or RCTC, during the term of his or her service with RECIPIENT or RCTC, as the case may be, shall have any direct interest in this AGREEMENT, or obtain any present or anticipated material benefit arising therefrom. 14. Termination. This AGREEMENT may be terminated for cause or convenience as further specified below. 14.1 Termination for Convenience. Either RCTC or RECIPIENT may, by written notice to the other party, terminate this AGREEMENT, in whole or in part, for convenience by giving thirty (30) days' written notice to the other party of such termination and specifying the effective date thereof. 14.2 Effect of Termination for Convenience. In the event that RECIPIENT terminates this AGREEMENT for convenience, RECIPIENT shall, within one hundred eighty (180) days, repay to RCTC in full all PROGRAM funds provided to RECIPIENT under this AGREEMENT. In the event that RCTC terminates this AGREEMENT for convenience, RCTC shall, within 90 days, distribute to the RECIPIENT PROGRAM funds in an amount equal to the 17336.00005\32744357.1 7 aggregate total of all unpaid invoices which have been received from RECIPIENT regarding the SCOPE OF WORK for the PROJECT at the time of the notice of termination; provided, however, that RCTC shall be entitled to exercise its rights under Section 2.6, including but not limited to conducting a review of the invoices and requesting additional information from RECIPIENT. This AGREEMENT shall terminate upon receipt by the non-terminating party of the amounts due it under this Section 14. 14.3 Termination for Cause. Either RCTC or RECIPIENT may, by written notice to the other party, terminate this AGREEMENT, in whole or in part, in response to a material breach hereof by the other Party, by giving written notice to the other Party of such termination and specifying the effective date thereof. The written notice shall provide a thirty (30) day period to cure any alleged breach. During the thirty (30) day cure period, the Parties shall discuss, in good faith, the manner in which the breach can be cured. 14.4 Effect of Termination for Cause. In the event that RECIPIENT terminates this AGREEMENT in response to RCTC's uncured material breach hereof, RCTC shall, within ninety (90) days, distribute to the RECIPIENT PROGRAM funds in an amount equal to the aggregate total of all unpaid invoices which have been received from RECIPIENT regarding the SCOPE OF WORK for the PROJECT at the time of the notice of termination. In the event that RCTC terminates this AGREEMENT in response to the RECIPIENT's uncured material breach hereof, the RECIPIENT shall, within one hundred eighty (180) days, repay to RCTC in full all PROGRAM funds provided to RECIPIENT under this AGREEMENT. Notwithstanding termination of this AGREEMENT by RCTC pursuant to this Section 14.4, RCTC shall be entitled to exercise its rights under Section 2.6, including but not limited to conducting a review of the invoices and requesting additional information. This AGREEMENT shall terminate upon receipt by the terminating Party of the amounts due it under this Section 14.4 . 14.5 No Program Funding. In the event that RCTC determines there are inadequate PROGRAM funds for whatever reason, RCTC shall have the ability to immediately terminate the AGREEMENT with written notice to RECIPIENT. In the event that RCTC terminates this AGREEMENT under this Section 14.5, RCTC shall, within 90 days, distribute to the RECIPIENT PROGRAM funds in an amount equal to the aggregate total of all unpaid invoices which have been received from RECIPIENT regarding the SCOPE OF WORK for the PROJECT at the time of the notice of termination; provided, however, that RCTC shall be entitled to exercise its rights under Section 2.6, including but not limited to conducting a review of the invoices and requesting additional information from RECIPIENT. 14.6 Cumulative Remedies. The rights and remedies of the Parties provided in this Section 14 are in addition to any other rights and remedies provided by law or under this AGREEMENT. 15. Notice. All notices hereunder shall be in writing and shall be effective upon receipt by the other Party. All notices and communications, including invoices, between the Parties to this AGREEMENT shall be either personally delivered, sent by first-class mail, return receipt requested, sent by overnight express delivery service with postage or other charges fully prepaid as follows: 17336.00005\32744357.1 8 TO RCTC: TO RECIPIENT: Anne Mayer Executive Director RCTC 4080 Lemon Street, 3rd Floor Riverside, California 92501 Phone: (951) 787-7141 Bryan McKinney, Public Works Director/City Engineer City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Phone : (760)777-7045 Any party may update its address and contact information by providing written notice of the new information to the other Parties in accordance with this Section 15. 16. Prevailing Wages. RECIPIENT and any other person or entity hired to perform services on the SCOPE OF WORK are alerted to the requirements of California Labor Code Sections 1770 et seq., which require the payment of prevailing wages where the SCOPE OF WORK or any portion thereof is determined to be a “public work,” as defined therein. RECIPIENT shall ensure compliance with applicable prevailing wage requirements by any person or entity hired to perform the SCOPE OF WORK or any portion thereof falling within the definition of “public work.” RECIPIENT shall defend, indemnify, and hold harmless RCTC, its officers, employees, consultants, and agents from any claim or liability, including without limitation reasonable attorneys’ fees, arising from any failure or alleged failure to comply with California Labor Code Sections 1770 et seq. on the PROJECT. 17. Equal Opportunity Employment. The Parties represent that they are equal opportunity employers and they shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sexual orientation, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 18. Entire Agreement. This AGREEMENT embodies the entire understanding and agreement between the Parties pertaining to the matters described herein and supersedes and cancels all prior oral or written agreements between the Parties with respect to these matters. Each Party acknowledges that no Party, agent or representative of the other Party has made any promise, representation or warranty, express or implied, not expressly contained in this AGREEMENT, that induced the other Party to sign this document. Modifications to this AGREEMENT shall be in the form of a written amendment executed by authorized representatives of the Parties to be bound. 19. Governing Law and Severability. This AGREEMENT shall be governed by, and be construed in accordance with, the laws of the State of California. If any portion of this AGREEMENT is found to be unenforceable by a court of law with appropriate jurisdiction, the remainder of the AGREEMENT shall be severable and survive as binding on the Parties. 17336.00005\32744357.1 9 20. Attorneys’ Fees. If any legal action is initiated for the enforcement/interpretation of this AGREEMENT, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this AGREEMENT, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees, witness fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled as determined by a court of law or appointed decider under alternative legal proceedings. 21. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 22. Section Headings and Interpretation. The section headings contained herein are for convenience only and shall not affect in any way the interpretation of any of the provisions contained herein. The AGREEMENT shall not be interpreted as being drafted by any Party or its counsel. 23. No Waiver. Failure of RCTC to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions in this AGREEMENT shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power provided under applicable law. 24. Time of Essence. Time is of the essence for each and every provision of this AGREEMENT. 25. Counterparts. This AGREEMENT may be executed in any number of counterparts, each of which shall be deemed to be an original, but all which together will constitute but one agreement. Facsimile copies of signatures shall be treated as originals. [SIGNATURES ON NEXT PAGE]  !#& & !& !&& & $ &#!%&!  ! !& & "&&#&#& & & %& & ! &  ! & & _&$##_&"_O95_0K O<5M_90U5_30SM54_O9BN_ !$_PH_15_M=8G54_2W_O:5>J4TCW_0TO:HKB[54_K5IK5M5GO0PBU5M_0M_H6_Q:5_753OBU5_0O5 !& X_((()*+,)-_. GG5_0Y5J_V53SOBU5_?J53PHK $& &!&& Y\]  5MO_5MO__JB585L_ HTGM5D_RH_O;5_!@U5KMA45_HSGOW%K0GMIHKO0OBHG_HFFBMM=HG       !&              $& &!&& Z_ 0F^_ %BPE5'/ _  17336.00005\32744357.1 Attachment 1 ATTACHMENT 1 (RECIPIENT APPLICATION FOR FUNDING) FY 2019/2020 SB-821 GRANT APPLICATION CITY OF LA QUINTA ATTACHMENT 1 VICINITY MAP N PROJECT LOCATION 1 PROJECT LOCATION 2 FY 2019/2020 SB-821 GRANT APPLICATION CITY OF LA QUINTA ATTACHMENT 2 DESTINATIONS SERVED N PROJECT LOCATION 2 PROJECT LOCATION 1 1-4: Truman Elementary LQ Middle School YMCA & Boys and Girls Club 5: Seasons Park 6: Saguaro Park 7: Civic Center Campus Park, Library, and Wellness Center 8: City Hall 9: La Quinta Village Commercial Corridor 10: Franklin Elementary 11: LQ Community Park 9: Fritz Burns Park ¾” Mile Boundary ¾” Mile Boundary FY 2019/2020 SB-821 GRANT APPLICATION CITY OF LA QUINTA ATTACHMENT 3 MULTI MODAL ACCESS N PROJECT LOCATION 2 PROJECT LOCATION 1 ¾” Mile Boundary ¾” Mile Boundary FY 2019/2020 SB-821 GRANT APPLICATION CITY OF LA QUINTA ATTACHMENT 4 SUNLINE ROUTES PROJECT LOCATION 2 PROJECT LOCATION 1 Atachment 5 Agency:Date 4/5/2019 Estimate By LG Project: Item No.Description QTY Unit Unit Price Extended Price 1 Mobilization 1 LS $ 15,000.00 15,000.00$ 2 Traffic Control 1 LS $ 15,000.00 15,000.00$ 3 Dust Control 1 LS $ 2,500.00 2,500.00$ 4 Clearing and Grubbing 1,290 SF $ 3.00 3,870.00$ 5 Remove and Replace Pavement 245 SF $ 30.00 7,350.00$ 6 Construct Sidewalk per City of La Quinta STD 240 Mod.840 SF $ 8.00 6,720.00$ 7 Construct Concrete Curb Ramps per City of La Quinta STD 250 Mod.2 EA $ 5,000.00 10,000.00$ 8 Landscaping and Irrigation Modification 450 SF $ 10.00 4,500.00$ 9 Keystone Block Wall 45 LF $ 40.00 1,800.00$ 10 Traffic Signal Modification 1 LS $ 30,000.00 30,000.00$ 11 Signing and Striping 1 LS $ 4,000.00 4,000.00$ 100,740.00$ 20,148.00$ 120,890.00$ 12,000.00$ 24,180.00$ 11,790.00$ 8,770.00$ 177,630.00$ 17,770.00$ 195,400.00$ City of La Quinta Curb Ramp at Avenue 50 and Washington and Sidewalk on Calle Tampico Preliminary Estimate Construction TOTAL BID ITEMS 1-11: *Note: This project includes the construction of a 5.5' sidewalk (6' total width) curb adjacent along the south side of Calle Tampico between Calle Obispo and Washington Street and a curb ramp on the northwest corner of Avenue 50 and Washington Street. Work includes the construction of two new curb ramps, landscape modifications, regrading the parkway, and constructing a short retaining wall. It is assumed the signal poles can remain in place, but above ground utility cabinets may need to be relocated on Calle Tampico. Esitmate has been rounded. Expense Amount Total 20% CONTINGENCY Survey Engineering (20%) Inspection (9.75%) Professional (7.25%) Subtotal Contingency (10%) 4/24/2019 Page 1 of 1 Attachment 6: Photos Page 1 City of La Quinta FY19/20 SB821 Bicycle and Pedestrian Facilities Program Washington Street at Avenue 50 and Calle Tampico Sidewalk and ADA Improvements ATTACHMENT 6: PHOTOS Location: Northwest corner of Washington Street and Avenue 50. Looking North. Currently, the pedestrian crosswalks end into a vertical curb. Location: Northwest corner of Washington Street and Avenue 50. Looking West. Pedestrians must either stand in the road or planter to access and wait for signal. Attachment 6: Photos Page 2 City of La Quinta FY17/18 SB821 Bicycle and Pedestrian Facilities Program Jefferson Street Sidewalk Gap Closure ATTACHMENT 6: PHOTOS Location: Southeast corner of Washington Street and Avenue 50. Looking Southeast. Pedestrians have started crossing the street early and walk along the south side of Avenue 50 where no sidewalk exists to avoid the northwest corner. Location: Southeast corner of Washington Street and Calle Tampico. Looking southeast. Pedestrians are unable to access the neighborhood without walking in the road since the only sidewalk is on the northern side of Calle Tampico. §©cˆââ â >¤â B_¤™â .Áâ 1DÛâ#¤›LQ©›â +â EšâתdÀeœ]â ¾¤â QÙ¥«Q½½â šÜ⠽ɦ¦¤®Áâ[¤«â ¾_Qâ $e¾Üâ ¤Tâ /Eâ 7Êf›ÀEâ f›âÀ_QgªâE§¥‰hKEÁe¤žâU¤¬â Á`Râ :gÓQ­ßiNQâ #¤ËžÁÜâ?®Eœ½§¤®¾E¾p¤›â%¤™še½½j¤›â ; â àáâ !oLÛL‹Râ EœNâ 3RPQ½Á¯oDœâ (DLegÀkQ½â 4«¤]ªEš â +â ̞OQª½¾DžNâ Á_E¿â Á_Râ ]¤DŠâ ¤Vâ Á_l½â §«¤ƒRKÁâ o½âÀ¤â§¸¤ÔgNQâ½EUQâD›Pâ DLLR½½mF‘Râ À«Eœ½¨¤¬ÇD¾e¤žâ¤§¾n¤½â Q½¦RJeEŠÜâ Á¤â K¤™šÉžeÁÜâ VELf‹fÀoQ½â½ÍLaâ D½â Ä_Qâ #¤™™Î›fÁÜâ 5E«†â #fÔpKâ $Qž¾Q­â 3E­†â ¾`Qâ CRŠŠžR½½â $QžÁS°âD›PâÁ_Râ‘mF©D±Ü â ,â WQQŒâ Á_e½â§ª¤„QKÈâe½âEâ NQ½R«Óqž]â «QKe¥rRžÁâ ¤Xâ Á_s½â ]²Ež¾â E½âe¾â Øe”â eš¥¹¤ÓRâEKKQ½½tGe¾Üâ X¤³âªR½uNRŸÀ½â ¾¤â &â L¤š§pEœ¾â¥EÁ_½â E¤œ]â #EŠŠQâ@Eš§eL¤â EœNâ CE½_vœ]Á¤žâ <À­QQÁâ Ø_eKbâ E«Qâ Nw´RL¾â ELKQ½½â §¤xœÀ½â¾¤â M¤ššÌ›yÀÜâ VEL‚Žz¾gR½ â )EÔ{ ]â &âELKQ½½eGRâ ­Eš§½â EžPâ ½eNRØEŒ†â K¤œ¡QK¿e¤›½â §«¤ÕeNR½â Á«Eœ½¦¤«ÁE¿e¤œâ ¤¥Áe¤¢½â T¤µâ «R½|NRœÂ½âe†Q⠚ܽR‘Xâ Ø`¤âÉÁleÝRâ ¾_Qšâ NEoŠÜ â 2Üâ ½g½ÁR«â&¤œžEâ ɾeŠeÞQ½â _Q­â QŠQK¾«fLâØ`QRL_Ee­â¾¤âš¤ÕQâ EH¤ÏÁâ Ã_QâL}ÁÜâ ¤Xâ /Eâ 8Ðe›ÄE â *EÖpœ]â&âL¤š§‘~E›Àâ½eNQ×D‘‡½âD›Pâ DLLQ½½â À¤â H̐Np›]½âE•–¤Øâ _R«â Á¤â IQâEœâDLÀ€ÔQâ™Q™FR©â¤YâÄ_QâL¤™™Ñ›oÄÛâ ×_m‘RâD˜—¤×o£]â _Q©â eœPQ¥QžOQœKQâ Ťâ QÚ¥Q¶QžLQâ D‹‹â À_DÀâÀ_Râ LmÆÛâ ¤Zâ0Dâ 9Êf›ÇDâ_D½âÀ¤â ¤\Q¬â -â D™â§‘RE½QPâ À¤â½Ê§§¤ºâ À_Qâ #fÁÛ½â "â ^·D›Äâ D§§’fLDÀm¤›â D›Pâ Q›L¤Ê¬D]Qâ ܤѬ⠽ҧ§¤»â¤ZâÀ_f½â פ¼`×_oRâ §©¤…QLÄâ =f›LQ¸Q‘Ûâ  A_R©R½Dâ 'QQ½â â #E—˜Qâ 6D“¤™Eâ /Dâ 8Ïo›ÀDâ #Dâ â 17336.00005\32744357.1 Attachment 2 ATTACHMENT 2 (PROGRAM POLICIES) RIVERSIDE COUNTY TRANSPORTATION COMMISSION TRANSPORTATION DEVELOPMENT ACT ARTICLE 3 BICYCLE AND PEDESTRIAN FACILITIES PROGRAM ADOPTED POLICIES Transportation Development Act Policies 1. Up to 5% of Article 3 apportionment can be used to supplement other funding sources used for bicycle and safety education programs; the allocation cannot be used to fully fund the salary of a person working on these programs. 2. Article 3 money shall be allocated for the construction, including related engineering expenses, of the facilities, or for bicycle safety education programs. 3. Money may be allocated for the maintenance of bicycling trails, which are closed to motorized traffic. 4. Facilities provided for the use of bicycles may include projects that serve the needs of commuting bicyclists, including, but not limited to, new trails serving major transportation corridors, secure bicycle parking at employment centers, park and ride lots, and transit terminals where other funds are available. 5. Within 30 days after receiving a request for a review from any city or county, the transportation-planning agency shall review its allocations. 6. Up to 20 percent of the amount available each year to a city or county may be allocated to restripe Class II bicycle lanes. 7. A portion of each city’s allocation may also be used to develop comprehensive bicycle and pedestrian plans. Plans must emphasize bike/pedestrian facilities that support utilitarian bike/pedestrian travel rather than solely recreational activities; a maximum of one entire allocation per five years may be used for plan development. 8. Allowable maintenance activities for the local funds are limited to maintenance and repairs of Class I off-street bicycle facilities only. RCTC Policies 1. The SB 821 Call for Projects will occur on a biennial basis, with a release date of the first Monday of every other February and a close date of the last Thursday of every other April, beginning in 2015. 2. If a project cannot be fully funded, RCTC may recommend partial funding for award. 3. Agencies awarded funds will not be reimbursed for any project cost overruns. 4. Agencies being awarded an allocation will be reimbursed in arrears only upon submitting adequate proof of satisfactory project completion, including but not limited to the claim form for the fiscal year in which the project was awarded, copies of paid invoices, and photographs of the completed project. 17336.00005\32744357.1 Attachment 2 5. The allocated amount represents the maximum amount eligible for reimbursement. For projects completed under the allocated amount, the agency will be reimbursed at the matching ratio in effect at the time of project selection and approval. 6. The Commission expects all projects to be ready for construction; therefore, an agency will have twenty-four (24) months from the time of the allocation to complete the project. There will be no time extensions granted unless the reason for the delay is due to unforeseen circumstances. Where substantial progress or a compelling reason for delay can be shown, the agency may be granted administrative extensions in twelve-month increments at the discretion of the Executive Director. 7. Any programmed and unused Article 3 Program funds will be forfeited unless that agency can a) utilize the unused funds to complete projects that are the same or similar in scope and/or are contiguous to the approved project or b) apply the funds to a project previously submitted under an Article 3 call for projects and approved by the Commission, subject to Executive Director approval. 8. Design and construction of facilities must conform to the general design criteria for non- motorized facilities as outlined in the Caltrans Highway Design Manual. 9. Temporary facilities, projects in the bid process, or projects that are under construction will not be funded. 10. The SB 821 evaluation committee will be comprised of a minimum of five evaluators representing a wide range of interests; such as: accessibility, bicycling, Coachella Valley, public transit, and the region. Staff, consultants, and other representatives from agencies submitting project proposals will not be eligible to participate on the evaluation committee that year. 11. Following each call, staff will monitor the equity of allocations to Coachella Valley versus Western Riverside County; the allocation should be relative to what the Coachella Valley’s share would have been if distributed on a per capita basis (the percentage of funds applied for should also be taken into consideration). If the allocation is often found to be inequitable to the Coachella Valley, staff will recommend adoption of a new policy to correct the imbalance. 12. Certain costs at times associated with bicycle/pedestrian projects are not eligible when the benefit provided is not the exclusive use of bicyclists/pedestrians, such as: curb and gutter as part of roadway drainage system, driveway ramps installed across sidewalks, and where roadway design standards require a roadway shoulder width that is at least as wide as a standard bike lane. 17336.00005\32744357.1 Attachment 3 ATTACHMENT 3 (SCOPE OF WORK) SCOPE OF WORK: The proposed improvements are located in two separate areas along the Washington Street Corridor. The first location is the northwest corner of Washington Street and Avenue 50. The proposed improvement included a new accessible curb ramp that will be constructed in conformance with current American with Disabilities Act (ADA) guidelines. The second location is along Calle Tampico from Calle Obispo to Washington Street. These projects are proposed together to reduce the project administration cost and to increase to the quantities to help lower construction cost FUNDING: ARTICLE 3 AWARD LOCAL MATCH %* TOTAL PROJECT COST PROJECT TITLE: Washington Street at Ave 50 and Calle Tampico Sidewalk and ADA improvement $97,700 $97,700 50% $195,400 *Local Match Source: City Funds If Total Project Cost is lower than anticipated, Article 3 will be reimbursed at 50% of Total Project Cost. BREAKDOWN OF TOTAL PROJECT COST Engineering/Administration $56,740 Right of Way N/A Construction $138,660 Other: Roadway Widening Improvements Total Project Cost $195,400 TIMETABLE: Provide at a minimum the beginning and ending dates for each phase of work including major milestones within a phase. Phase Start End Engineering April 2020 April 2021 Right of Way June 2020 April 2021 Construction May 2021 September 2021 17336.00005\32744357.1 Attachment 4 ATTACHMENT 4 (PAYMENT CLAIM FORM) TDA ARTICLE 3 BICYCLE AND PEDESTRIAN FACILITIES NON-TRANSIT CLAIM FORM FY 2019/20 CLAIMANT: COUNTY: RIVERSIDE ADDRESS: CONTACT PERSON: TITLE: TELEPHONE NO.: I verify that the information on this Claim Form is true and accurate to the best of my knowledge. Signed: Date: PROJECT NAME: START DATE (Mo/Yr): COMPLETED DATE (Mo/Yr): TDA ARTICLE 3 REVENUES AND EXPENSES OF CLAIMANT: Total Project Cost: $ (100%) Local Match Spent: $ (Enter %) SB 821 Funds Spent: $ (Enter %) Breakdown of Total Project Cost: Administration (for local match only): $ Engineering: $ Right-of-Way (for local match only): $ Construction: (Include final billing and back up for Construction Contract documentation)$ Other: (Specify) (for local match only) $ Total Claim (must add up to “Total Project Cost” above) : $ 17336.00005\32744357.1 Attachment 4 ASSURANCE OF MAINTENANCE TDA ARTICLE 3 SB 821 BICYCLE AND PEDESTRIAN FACILITIES WHEREAS, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION HAS ALLOCATED $__________ TO THE CITY/COUNTY OF _________________________ SIDEWALK/BIKEWAY PROJECT PURSUANT TO AGREEMENT DATED _________, 2020; AND, WHEREAS, THIS INVESTMENT OF PUBLIC FUNDS CAN BE FULLY REALIZED IF THIS FACILITY IS MAINTAINED TO ADEQUATE OPERATING STANDARDS FOR USE BY COMMUTER AND RECREATIONAL PEDESTRIAN/BICYCLISTS: THEREFORE, THE CITY/COUNTY OF ______________________ ASSURES THAT THIS FACILITY WILL BE MAINTAINED AT ADEQUATE OPERATING STANDARDS AND RCTC SHALL HAVE THE RIGHT TO ENFORCE COMPLIANCE WITH THIS MAINTENANCE ASSURANCE THROUGH APPROPRIATE AND LAWFUL MEANS. SIGNED: ______________________________ TITLE: ______________________________ DATE: ______________________________ January 25, 2022 Mr. Bryan McKinney Public Works Director City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Subject: SB 821 FY 2019/20 Extension of Time for Washington Street at Avenue 50 and Calle Tampico and ADA Improvements Project Dear M r. McKinney: The Riverside County Transportation Commission (Commission) received the City of LaQuinta’s (City ) letter dated January 25, 2022, requesting a six -month time extension for the Washington Street at Avenue 50 and Calle Tampico and ADA Improvements Project funded through the SB 821 FY 19/20 Call for Projects . The Commission understands the City revised its construction schedule to minimize disturbance during the remaining school ye ar. The City completed the utility coordination work and the additional time would allow all conflicting utility purveyors the time to relocate their facilities. Additionally, at this time the City has a biddable set of plans and specifications. Based on the new project schedule , the City expects to close out the project by October 2022. Pursuant to the Commission’s adopted Article 3 Bicycle and Pedestrian Facilities Program policy, its Executive Director is authorized to grant a maximum of a 12-month time extension for projects with compelling reasons. This letter serves as the Commission’s approval of the requested six -month extension. The new deadline to submit the final claim form is October 23, 2022. Please contact Jenny Chan at (951) 787-7924 if you have any questions. Sincerely, Anne Mayer Executive Director Enclosure: La Quinta FY 19/20 Washington Street at Avenue 50 and Calle Tampico and ADA Improvements Project – Extension Request January 25, 2022 Jillian Guizado Director of Planning and Programming Riverside County Transportation Department 4080 Lemon Street, 3rd Floor Riverside, CA 92502-2208 Subject: Time Extension Request – SB821 FY 19/20– Washington St. at Avenue 50 and Calle Tampico and ADA Improvements Dear Ms. Guizado, The City of La Quinta respectfully requests a six (6) month time extension to complete the proposed street and ADA improvements along Washington Street at Avenue 50 and Calle Tampico and submit our claim for reimbursement under the TDA Article 3 (SB821) Bicycle and Pedestrian Facilities Biennial Call for Projects for Fiscal Year 19/20. As stated in the grant application, the project will commence improvements within two locations along the Washington Street Corridor. The first location’s proposed work involves constructing a new accessible curb that is compliant with the current Americans with Disabilities Act (ADA) guidelines. This location is heavily used by students who need access to their communities just north and west of the school, together with residents accessing the La Quinta Village. The second location’s proposed work includes constructing a sidewalk approximately 400 feet long to allow safe and easy accessibility to a resident whose primary transportation is a wheelchair. These two projects were proposed together to reduce project administration costs and increase to increase the quantities to help lower construction costs. Our proposed time extension would allow the City to mitigate the community disturbance from construction for the duration of the remaining school year. The City of La Quinta has completed the utility coordination and this request would also allow all conflicting utility purveyors the time to relocate their facilities accordingly. At this point, the City has a biddable set of plans and project specifications. The six-month time extension would include time to bid, award, and construct the improvements. If you have any questions or concerns, please do not hesitate to contact Lorissa Gruehl, P.E. Designer, at (760) 323-5344 (lgruehl@naiconsulting.com) or myself at (760) 777-7045. Sincerely, CITY OF LA QUINTA Bryan McKinney, P.E. Public Works Director/City Engineer 12 RIVERSIDE COUNTY TRANSPORTATION COMMISSION August 15, 2022 Mr. Bryan McKinney Public Works Director City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 4080 Lemon St. 3rd FI. Riverside, CA 92501 Mailing Address: P.O. Box 12008 Riverside, CA 92502-2208 951.787.7141 • rctc.org Subject: SB 821 FY 2019/20 Extension of Time for Washington Street at Avenue 50 and Calle Tampico and ADA Improvements Project Dear Mr. McKinney: The Riverside County Transportation Commission (Commission) received the City of La Quinta's (City) letter dated August 10, 2022, requesting a second 6-month time extension for the Washington Street at Avenue 50 and Calle Tampico and ADA Improvements Project funded through SB 821 FY 19/20 Call for Projects. The Commission understands the City did not receive any bids and is requesting additional time to re -bid the project. Pursuant to the Commission's adopted Article 3 Bicycle and Pedestrian Facilities Program policy, its Executive Director is authorized to grant a maximum of a 12-month time extension for projects with compelling reasons. This letter serves as the Commission's approval of the requested six-month extension. The new deadline to submit the final claim form is April 23, 2023. Please contact Jenny Chan at (951) 787-7924 if you have any questions. Sincerely, Anne Mayer Executive Director Enclosure: La Quinta FY 19/20 Washington Street at Avenue 50 and Calle Tampico and ADA Improvements Project — Extension Request ta �a August 10, 2022 Anne Mayer Executive Director Riverside County Transportation Department 4080 Lemon Street, 3rd Floor Riverside, CA 92502-2208 Subject: Second Time Extension Request — SB821 FY 19/20— Washington St. at Avenue 50 and Calle Tampico and ADA Improvements Dear Mrs. Mayer, The City of La Quinta respectfully requests an additional six (6) month time extension to complete the proposed street and ADA improvements along Washington Street at Avenue 50 and Calle Tampico and submit our claim for reimbursement under the TDA Article 3 (SB821) Bicycle and Pedestrian Facilities Biennial Call for Projects for Fiscal Year 19/20. As stated in the grant application, the project will commence improvements within two locations along the Washington Street Corridor. The first location's proposed work involves constructing a new accessible curb that is compliant with the current Americans with Disabilities Act (ADA) guidelines. This location is heavily used by students who need access to their communities just north and west of the school together residents accessing the La Quinta Village. The second location's proposed work includes constructing a sidewalk approximately 400 feet long to allow safe and easy accessibility a resident whose primary transportation is a wheelchair. These two projects were proposed together to reduce project administration costs and increase to increase the quantities to help lower construction costs. The City of La Quinta has a completed set of plans and specifications and had completed the utility coordination. The project was posted to bid on July 18, 2022 and a pre -bid conference was held on July 28, 2022. The bids opened today, August 10, 2022, and no bids were received. An additional six-month time extension would allow staff to review the plans and specifications, reach out to contractors and re -bid the project. The time requested is sufficient to re -bid, award, and construct the improvements. If you have any questions or concerns, please do not hesitate to contact Lorissa Gruehl, P.E. Designer, at (760) 323-5344 (IaruehlCa3)naiconsulting.com) or myself at (760) 777-7041. Sincerely, CITY OF LA QUINTA Bryan McKinney, P.E. Public Works Director/City Engineer