HomeMy WebLinkAboutCIP 19-18 Signed and Executed Agreement.pdf 1 AGREEMENT
2 This Agreement is made and entered into this d7'Yday of
3 2025, by and between the City of Clovis, a municipal corporation ("City"), and the County of
4 Fresno, a political subdivision of the State of California ("County"), (hereinafter collectively
5 referred to as the "Parties") to define the responsibilities and obligations of the
6 aforementioned Parties for the placement of asphalt concrete overlay and the performance
7 of other improvements along Gettysburg Avenue.
8 RECITALS:
9 WHEREAS, segments of Gettysburg Avenue, specifically between Sierra Vista and
10 Clovis Avenues (hereinafter the "Project Limits") are located across City/County
11 jurisdictional boundaries as shown on Exhibit A attached hereto and incorporated by
12 reference herein, with twenty-three-point five percent (23.5%) of the total Project costs
13 located within the jurisdiction of County and the remaining seventy-six-point five percent
14 (76.5%) of the total Project costs located within the jurisdiction of City; and
15 WHEREAS, the contemplated improvements generally consist of milling the road
16 surface, placing a hot mix asphalt overlay, and constructing Americans with Disabilities Act
17 ("ADA") compliant curb ramps within the Project Limits (hereinafter the "Project"); and,
18 WHEREAS, City and County, while maintaining their respective jurisdictions,
19 recognize it will be to their mutual benefit to complete the Project as a cooperative
20 endeavor; and
21 WHEREAS, the Project will be primarily funded through federal funding sources,
22 specifically through a federal Surface Transportation Block Grant ("STBG"), and local
23 funding sources; and
24 WHEREAS, City and County will each contribute the resources, financial or
25 otherwise, necessary to fully fund the Project; and
26 WHEREAS, preliminary engineering (PE), construction engineering (CE), and
27 construction (CON), are necessary to complete the Project; and
28 WHEREAS, the STBG requires that the Parties use local funds to match eleven and
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1 forty-seven hundredths percent (11.47%) of the actual cost of the CE and CON necessary
2 to complete the Project; and
3 WHEREAS, the Parties intend, by entering into this Agreement, to establish the
4 terms and conditions of their cooperative approach regarding completion of this Project.
5 NOW, THEREFORE, in consideration of the mutual acknowledgments, covenants,
6 and conditions herein contained, it is hereby agreed as follows:
7 1. Each and all of the foregoing recitals of background facts are incorporated
8 herein.
9 2. The Project shall be performed and administered by City or its agents thereof
10 and shall be constructed under a single CON contract.
11 3. Upon completion of Project, each Party's jurisdictional and maintenance
12 responsibilities shall remain unchanged from those which existed prior to completion of the
13 Project except as modified through any street maintenance agreement entered into
14 between City and County.
15 4. Adjustment or modification of any utility facilities owned and operated by City
16 shall be performed by City at no cost to County, regardless of which Party has jurisdiction
17 over the location within which such facilities are situated.
18 5. A preliminary engineer's estimate is attached hereto as "Exhibit B" and is
19 incorporated herein by this reference. It is acknowledged by the Parties hereto that Exhibit
20 B is a preliminary estimate for reference only and does not reflect the exact quantities nor
21 does it necessarily show each bid item that will be reflected on the final bid forms for the
22 Project. In the event of conflict between the amounts shown on Exhibit B and the
23 provisions in the text of this Agreement, the provisions in the text of this Agreement shall
24 control and shall be applied in lieu of such conflicting amounts shown on Exhibit B.
25 6. As the Project is refined and further developed, Exhibit B shall be revised
26 accordingly to reflect the estimated cost pursuant to such modifications and refinements as
27 may be implemented, and, for purposes of this Agreement, the current version of Exhibit B
28 shall be defined as the most recent version of Exhibit B that has been prepared by the City
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1 and approved in writing by the County's Director of Public Works and Planning or designee
2 (hereinafter, "County Director").
3 7. City shall, either with City staff or by contracting with a consultant, provide PE
4 in accordance with the requirements of the funding agencies and all federal, state, and
5 local laws, including:
6 a. Administering California Environmental Quality Act environmental and
7 National Environmental Policy Act compliance.
8 b. Oversight of any consultant(s) employed by City for the design of the
9 Project.
10 C. Preparation and administration of permits necessary for the CON of
11 the improvements.
12 d. Performing the administration for the advertisement, bidding, and
13 award of the Project CON contract.
14 e. Providing design engineering services; including preparation of plans,
15 specifications, and engineer's estimates and other Project documents necessary for the
16 bidding and CON of the Project.
17 8. City shall provide to County, for County's review and approval, plans,
18 specifications, and engineer's estimates, for the work to be performed within County's
19 jurisdiction.
20 9. City shall be exempted from all County fees applicable to the Project including
21 fees for technical assistance, permits, plan checks, and inspections.
22 10. City shall provide CE, including general administration of the CON contract
23 and furnishing all necessary field engineering, inspection, and testing for performance of
24 the CON work. County may, at its option, inspect the CON contractor's work; provided,
25 however, that any costs incurred by County for any such inspection will be borne entirely by
26 County, and those costs will not be included as part of the Project costs upon which the
27 percentage allocation of cost sharing hereunder is determined, nor will such inspection
28 costs be reimbursable through project funding sources.
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1 11. County and City shall each be responsible for the actual costs of the County
2 and City obligations in accordance with the provisions of this Agreement.
3 a. County shall be responsible for twenty-three-point five percent
4 (23.5%) of City's actual total PE cost, provided that the County's contribution for PE shall
5 not exceed the County's PE share amount shown on the most current version of Exhibit B
6 by more than twenty percent (20%), unless otherwise approved in writing by the County
7 Director.
8 b. County shall be responsible for twenty-three-point five percent
9 (23.5%) of the local funding match required by the STBG which totals eleven and forty-
10 seven hundredths percent (11.47%) of the City's actual total CE cost, provided that the
11 County's contribution for CE shall not exceed the County's CE amount shown on the most
12 current version of Exhibit B by more than twenty percent (20%), unless otherwise
13 approved in writing by the County Director.
14 C. County shall be responsible for twenty-three-point five percent
15 (23.5%) of the local funding match required by the STBG which totals eleven and forty-
16 seven hundredths percent (11.47%) of the City's actual total CON cost, provided that the
17 County's contribution for CON shall not exceed the County's CON amount shown on the
18 most current version of Exhibit B by more than twenty percent (20%), unless otherwise
19 approved in writing by the County Director.
20 d. County's contract change order costs shall be based on the price
21 of the change order in question multiplied by the percentage of said change order
22 attributable to County as determined by County Director. Contract change orders which
23 pertain solely to either County or City shall be approved and paid for entirely by the Party
24 responsible for facilities impacted by the change order in question.
25 12. Any addenda or revisions to Project's approved CON documents for
26 improvements performed within County's jurisdiction (except for adjustments made to
27 account for actual quantities used in CON of the Project), resulting in an increase in bid
28 item quantity or cost of any bid item by more than ten percent (10%), shall be approved by
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1 City's City Engineer, or designee ("City Engineer"), and County Director.
2 13. If the lowest responsible bid for Project's CON contract does not exceed the
3 engineer's estimate, including contingency, as shown on the current version of Exhibit B,
4 by more than twenty percent (20%), the City Engineer shall recommend to the Clovis City
5 Council that the CON contract be awarded to that bidder.
6 a. However, if the lowest responsible bid for the Project's CON
7 contract exceeds the engineer's total preliminary estimate, including contingency, for the
8 County's contribution amount as shown on the current version of Exhibit B, by more than
9 twenty percent (20%), the County shall have the right to review and approve or disapprove
10 the proposed CON costs. Within ten (10) calendar days after the bids for those CON costs
11 are provided to the County by the City, the County shall review such bids and notify the City
12 of its approval or disapproval of those CON costs.
13 b. If the County disapproves the CON costs that are in excess of
14 twenty percent (20%) of the County's contribution amount for CON shown on the most
15 current version of Exhibit B, or fails to respond to the City within ten (10) days, the City
16 may proceed with the award of CON contract to the lowest responsible bidder on the
17 condition that the City shall provide all funding for any amount of CON costs in excess of
18 twenty percent (20%) of the County's contribution amount shown on the most current
19 approved version of Exhibit B.
20 14. Within sixty (60) days after notification of award of Project's CON contract by
21 the Clovis City Council, County shall deposit with City an amount equal to ninety percent
22 (90%) of County's estimated share of cost as determined based on the bid submitted by the
23 contractor to whom the Project's CON contract has been awarded.
24 15. Final Project costs and County's share thereof will not be determined until
25 CON is completed and the Project is accepted by both City and County and closed out in
26 accordance with the agencies' policies.
27 16. Following final acceptance of the Project by City and County, and within sixty
28 (60) days of County's receipt of an invoice from City requesting County's payment of the
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1 remaining balance of County's share of costs as adjusted (if necessary), in accordance with
2 actual costs and the terms of this Agreement, County shall deliver payment in full of such
3 remaining balance to City's Planning and Development Services Department.
4 17. City agrees to indemnify, save, hold harmless, and at County's request,
5 defend County, its officers, agents, and employees from any and all costs and expenses,
6 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
7 corporation who may be injured or damaged by the performance, or failure to perform, by
8 City, its officers, agents and employees, under this Agreement; provided, that nothing
9 herein shall constitute a waiver by City of governmental immunity that may be available as
10 a defense to any such third-party claim(s) under or pursuant to Government Code section
11 810, et seq. This section shall survive expiration or termination of this Agreement.
12 18. County agrees to indemnify, save, hold harmless, and at City's request,
13 defend City, its officers, agents, and employees from any and all costs and expenses,
14 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
15 corporation who may be injured or damaged by the performance, or failure to perform, by
16 County, its officers, agents and employees, under this Agreement; provided, that nothing
17 herein shall constitute a waiver by County of governmental immunity that may be available
18 as a defense to any such third-party claim(s) under or pursuant to Government Code
19 section 810, et seq. This section shall survive expiration or termination of this Agreement.
20 19. Without limiting the applicability or scope of the indemnification provisions
21 contained in sections 17 and 18, County and City shall maintain, at their sole expense,
22 insurance policies or self-insurance programs including, but not limited to, an insurance
23 pooling arrangement and/or Joint Powers Agreement sufficient to fund their respective
24 liabilities hereunder throughout the term of this Agreement. Coverage shall be provided for
25 comprehensive general liability, automobile liability, professional liability, and workers'
26 compensation.
27 20. Neither Party shall assign, transfer, or sub-contract this Agreement, nor any
28 of its respective rights or duties hereunder without the written consent of the other Party.
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1 21. This Agreement shall become effective immediately upon execution and shall
2 expire two (2) years after execution, provided, however, that its term may be extended by a
3 maximum of two (2) additional one-year terms, upon mutual written consent of the City
4 Engineer and County Director. This Agreement may be executed in one or more
5 counterparts, each of which when executed will be deemed to constitute one and the same
6 instrument and agreement.
7 22. The provisions of this Agreement are severable. The invalidity or
8 unenforceability of any one provision of this Agreement shall not affect the other provisions.
9 23. This Agreement may be modified only by written instrument executed by duly
10 authorized representatives of both City and County.
11 24. Each Party acknowledges that it has read and fully understands the contents
12 of this Agreement and represents that this constitutes the entire Agreement between City
13 and County with respect to the subject matter contained herein and that this Agreement
14 supersedes all prior negotiations, representations, or agreements, either written or oral.
15 [Signatures on following page.]
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
2 day and year first herein above written.
3 )
4 CITY OF CLOVIS: COUNTY OF FRESNO �,
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6 BY: BY: LZ
AN15REW'FMUSSLER, CITY MANAGER STEVE E. WHITE, 01RECTOR
7 DEPARTMENT OF PUBLIC WORKS AND
PLANNING
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ATTEST:
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BY:
12 BRIANA PARRA, CITY CLERK
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15 REVIEWED & RECOMMENDED FOR
APPROVAL:
16
17 BY:
THAD AVE'"RY, CITY ENGINEE
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19 APPROVED AS TO LEGAL FORM
20 CITY ATTORNEY
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BY:
22 SCOTT G. CROSS, CITY ATTORNEY
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24 Fund: 0010
25 Subclass: 11000
26 0rg: 4510
27 Account- 4985
28 Program/Memo: 00142
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1 APPROVED AS TO LEGAL FORM
DANIEL C. CEDERBORG
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By:
4 Deputy
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6 APPROVED AS TO ACCOUNTING FORM
7 OSCAR J. GARCIA, CPA
Auditor-Controller/Treasurer-Tax Collector
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By: J {/� �
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