HomeMy WebLinkAboutAgreement A-20-028 with City of Reedley.pdf1
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MASTER DUAL JURISDICTION COOPERATIVE AGREEMENT
This Master Dual Jurisdiction Cooperative Agreement ("Agreement") is made and
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entered into this __ day of _______ , 2020, by and between the City of Reedley,
a municipal corporation (City), and the County of Fresno, a political subdivision of the State of
California (County) (collectively, the Parties) with respect to Projects (defined below) performed
cooperatively by the Parties.
RECITALS:
A City and County recognize that it will be to their mutual benefit to perform, as a cooperative
endeavor, certain construction projects for the improvement, repair or maintenance of roads and
associated traffic signals, bridges, and facilities located across City/County juri sdictional
boundaries, as to which the City and County share jurisdictional responsibility ("Project").
B.It is the intent of the Parties that they may enter into a sub-agreement or a Project Specific
16 Supplement Agreement ("PSS") for any such Project and that this Agreement shall be incorporated
17 therein by reference and provide the general terms governing such dual jurisdictional projects�
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19 C.The Parties now desire to enter into this Agreement to govern such dual joint juri sdiction
20 projects.
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NOW, THEREFORE, in consideration of the mutual acknowledgments, covenants, and
conditions herein contained, it is hereby agreed as follows:
1.Recitals. Each and all of the foregoing recitals of background facts are incorporated
herein by this reference as though set forth herein verbatim.
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Purpose. The purpose of this Agreement is to set forth each Party's general
obligations governing projects which fall within the scope of this Agreement,
19-1517 Agreement No. 20-028
7th January
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. 4. 5. 6. subject to the terms of a subsequently executed PSS between the Parties. Scope. This Agreement shall govern the following types of collaborations: a. Dual Jurisdiction Projects. Projects located within both City and County jurisdictions as to which a separate PSS has been executed between the Parties, including, but not limited to, road pavement overlay projects. b. Limitations. This Agreement shall not govern projects which are occasioned by conditions imposed upon private development projects. Term. This Agreement shall expire on December 31, 2025 (the "Expiration Date"), unless otherwise terminated hereunder, provided, that this Agreement shall continue in effect beyond the Expiration Date as to those Projects for which a PSS is executed prior to the Expiration Date. The term of this Agreement may be extended by mutual agreement of the Parties. Initiation of Process and Selection of Projects. a. Either of the Parties may propose to the other the undertaking of a specific cooperative project pursuant to the provisions hereof. b. Upon approval of City's Engineer and/or Director of Public Works and County's Director of Public Works and Planning, a PSS will be prepared for execution by the authorized representatives of each of the Parties with respect to that Project. (As used hereinafter, either City's Engineer or Director of Public Works, or County's Director, may be referred to as "Director" as appropriate, and any reference thereto shall be deemed to include a reference to any authorized designee of said Director.) Project Specific Supplemental Agreements. For each Project hereunder, the
1 2 3 4 5 6 7 8 9 10 11 12 13 7. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Parties shall enter into a Project Specific Supplement Agreement substantially in the form attached hereto as Exhibit A. Each PSS shall: a. Identify location and boundaries of the Project; b. Set forth each Party's jurisdictional share (the percentage of the estimated project cost for which each Party is responsible, which shall be based upon the percentage of the Project scope that lies within each Party's jurisdiction); c. Identify the anticipated funding source(s) for the Project and any specific requirements attached thereto; and d. Identify the Lead Agency for Project coordination and completion. The other party to the PSS will be the Participating Agency. Project Execution Obligations. a. Construction Contract. Each Project shall be performed and administered by the Lead Agency, or its agents thereof, and shall be constructed under a single construction contract. b. Project Engineering. Lead Agency, either with its own staff or by contracting with a consultant, shall provide Project Engineering in accordance with the requirements of the funding agencies and all federal, state, and local laws, including: i. Administering California Environmental Quality Act Environmental and National Environmental Policy Act compliance, as applicable. ii. Providing Design Engineering services; including preparation of plans, specifications, and engineer's estimates and other Project documents necessary for the bidding and construction of the Project.
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 · 16 17 18 19 20 21 22 23 24 25 26 27 28 C. d. e. iii. iv. V. vi. vii. Oversight of consultant(s) employed by Lead Agency for Project design. Ensuring that the project design complies with all applicable design standards, including, but not limited to, standards associated with the Americans with Disabilities Act. Preparation and administration of applicable permits. Advertisement, bidding, and award of the Project construction contract. Public outreach. Plan Review and Approval. Lead Agency shall provide Participating Agency the plans, specifications, and engineer's estimates for each Project for review and approval. Participating Agency shall indicate its approval via the signature of its Director upon the title sheet of the Project plans. Right-of-Way Engineering. Lead Agency or a consultant contracted by Lead Agency to perform right of way services, shall perform Right-of-Way Engineering and identify all rights-of-way needed to construct the Project, within all applicable jurisdictions. Right-of-Way Engineering shall include, but not be limited to, preparation of legal descriptions and drawings. Each Party shall be responsible for review and approval of deeds for property within its boundaries. Right-of-Way Acquisition. Unless otherwise agreed upon pursuant to a specific Project PSS, the Party within whose jurisdiction the right-of-way to be acquired is situated shall be responsible for acquisition of such right-of-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8. way. ROW Acquisition includes, but is not limited to, obtaining title reports, performing appraisals, and conducting negotiations and such legal proceedings as subsequently may become necessary. f. Construction Engineering. Lead Agency shall be responsible for Construction Engineering, including general administration of the construction contract and furnishing all necessary field engineering, inspection, and testing for performance of the construction work. Participating Agency may, at its option and at its sole and independent cost, inspect the construction contractor's work. g. Permits. If allowed by the provisions of the Participating Agency's applicable ordinances and the applicable PSS, the Participating Agency shall issue a "no fee" encroachment permit for Project work done within the Participating Agency's jurisdiction. Award of Construction Contact. a. If the lowest responsive and responsible bid for Project's construction contract does not exceed the engineer's estimate, including contingency, by more than ten percent (10%), Lead Agency's Director shall recommend to its governing body that the construction contract be awarded to that bidder. b. In the event that the lowest responsive and responsible bid for Project's construction contract exceeds the engineer's estimate by more than ten percent (10%), then Lead Agency's Director will not recommend that its governing body award the construction contract, unless· mutually agreed
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9. upon in writing by both Lead Agency's Director and Participating Agency 's Director. c. If the lowest responsible bidder's proposal is more than ten percent (10%) above the engineer's estimate, including contingency, and award of the Project is mutually agreed upon in accordance with Subsection 8(b) above, then in such event, Participating Agency's percentage share of cost will be adjusted to reflect the increased cost; however, Participating Agency's share of cost shall not exceed the percentage share of cost specified in the applicable PSS unless mutually agreed upon in writing by City's and County's respective Directors. d. All recommendations by Lead Agency's Director involving bids over the engineer's estimate shall consider the availability of funding or budgetary appropriations. Cost Allocation. a. Cost Share. Generally, unless otherwise agreed in the PSS for that Project or as specifically provided in Subsection 11 (c) below, each party shall be responsible for costs in proportion to the percentage of the Project located within the party's jurisdiction. Participating Agency and Lead Agency shall each be responsible for the actual costs of the Participating Agency and Lead Agency obligations identified in the Preliminary Engineer's Estimates attached as an Exhibit to the applicable PSS. b. Revisions to Participating Agency's Project Costs. Any addenda or revisions to the Project's approved construction documents for
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10. 11. C. improvements performed within Participating Agency's jurisdiction, resulting in an increase in bid item quantity or cost of any bid item by more than ten percent (10%), shall be approved by both Directors. Cost Increases. Participating Agency's share of costs, as shown in the Preliminary Engineer's Estimate of probable costs (an Exhibit to the applicable PSS), or as adjusted (if applicable) pursuant to Subsection B(c) above, shall not be increased by more than ten percent (10%), unless otherwise approved in writing by Participating Agency's Director. Deposit by Participating Agency. Unless otherwise agreed in the PSS for a specific Project, within sixty (60) days after award of Project's construction contract by the Lead Agency's governing body, Participating Agency shall deposit with Lead Agency an amount equal to ninety percent (90%) of Participating Agency's estimated cost share as determined in accordance with the PSS. Reconciliation of Costs. a. b. Final Project costs and Participating Agency's share thereof will not be determined until construction is completed and the Project is accepted by both Lead Agency and Participating Agency and closed out in accordance with each agency's policies. Following final acceptance of the Project by Lead Agency and Participating Agency, and within sixty (60) days of Participating Agency's receipt of an invoice from Lead Agency requesting Participating Agency's payment of the remaining balance of Participating Agency's share of costs as adjusted (if necessary), in accordance with actual costs and the terms of this
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 12. 24 13. 25 26 27 28 C. d. Agreement, Participating Agency shall deliver payment in full of such remaining balance to Lead Agency. Modifications to City Utilities. Notwithstanding the provisions of Subsection 9(a) above, the adjustment or modification of any utility facilities owned and operated by City shall be performed by City at no cost to County, regardless of which Party has jurisdiction over the location within which such facilities are situated. Change Orders. Following the award of a construction contract, any change order within either Party's jurisdiction (except for adjustments made to account for actual quantities used in construction of the Project), resulting in an increase by more than ten percent (10%) of that agency's cost share, shall be approved by the Director of said agency. Project Acceptance. Unless otherwise noted, each Party may, at its own discretion and expense, conduct final inspection of the work prior to accepting ownership of facilities. Either Party may reject work that is a material deviation from the approved plans. To the extent necessary, Lead Agency shall work with Participating Agency to compile a punch list of all work which (1) deviates from approved plans and (2) is unacceptable to the either Party. Lead Agency shall coordinate the completion of punch list items. Post Construction Obligations. Upon completion of the Project, each Party's jurisdictional and maintenance responsibilities shall remain unchanged from those which existed prior to completion of the Project except as modified through any maintenance agreement entered into between City and County.
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14. 15. Dispute Resolution. The Parties agree to implement the provisions of this Agreement in a reasonable, good faith manner. In the event of a dispute the Parties shall engage in informal good faith negotiations at the staff level, which shall be escalated to Directors. Should no resolution be attainable, the Parties agree to engage in mediation through a mutually acceptable mediator prior to institution of legal proceedings to resolve any issues pertaining to the provisions of this Agreement. The Parties shall each pay fifty percent (50%) of all fees and costs charged by such mediator. Indemnification. City agrees to indemnify, save, hold harmless, and at County's request, defend County, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, by City, its officers, agents and employees, under this Agreement; provided, that nothing herein shall constitute a waiver by City of governmental immunity that may be available as a defense to any such third-party claim(s) under or pursuant to Government Code Section 810 et seq. This section shall survive expiration or termination of this Agreement. County agrees to indemnify, save, hold harmless, and at City's request, defend City, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, by County, its officers, agents and employees, under this Agreement; provided, that nothing herein shall constitute a waiver by County of governmental
1 2 3 4 5 6 7 8 9 10 11 12 16. immunity that may be available as a defense to any such third-party claim(s) under or pursuant to Government Code Section 810 et seq. This section shall survive expiration or termination of this Agreement. Insurance. Without limiting the applicability or scope of the indemnification provisions contained in Section 15, County and City shall maintain, at their sole expense, insurance policies or self-insurance programs including, but not limited to, an insurance pooling arrangement and/or Joint Powers Agreement sufficient to fund their respective liabilities hereunder throughout the term of this Agreement. Coverage shall be provided for comprehensive general liability, automobile liability, professional liability, and workers' compensation. 13 17. Assignment. Neither Party shall assign, transfer, or sub-contract this Agreement, 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 18. 19. nor any of its respective rights or duties hereunder without the written consent of the other Party. Approvals. All approvals authorized hereunder shall be in writing. Notices. All required notices may be sent by first class United States Mail, facsimile transmission, hand delivery, or express mail, and for time calculations purposes shall be deemed to have been received by the end of five (5) business days from the proper sending thereof unless proof of prior actual receipt is provided. Unless otherwise notified in writing, notices shall be sent to the following addresses: If to the City: City of Reedley Attention: City Engineer 1733 Ninth Street Reedley, CA 93654
1 2 3 4 5 6 7 8 9 10 11 12 13 14 20. 21. Facsimile: (559) 637-2139 If to the County: County of Fresno Steven E. White, Director of Public Works and Planning Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed will be deemed to constitute one and the same instrument and agreement. Severable. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision of this Agreement shall not affect the other provisions. 15 22. Amendment. This Agreement may be modified only by written instrument 16 17 18 19 20 21 22 23 23. executed by duly authorized representatives of both City and County. Entire Agreement. Each party acknowledges that it has read and fully understands the contents of this Agreement and represents that this entire Agreement between City and County with respect to the subject matter contained herein and that this Agreement supersedes all prior negotiations, representations, or agreements, either written or oral. 24 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of 25 the day and year first herein above written. 26 27 28 [SIGNATURES ON FOLLOWING PAGE]
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CITY OF REEDLEY
A Cali/)nia mu /)pal corporation
By: U}--/ L----
Nicole Zieba , City Manager
APPROVED AS TO FORM :
By: -4e,tf 6 ~ ~
Scott G. Cross
City Attorney
1 0 ATTEST:
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COUNTY OF FRESNO
si&, ;,L ~ ~
Ernest Buddy Mendes,hairman
Boa rd of Superv isors of the County of Fresno
ATTEST:
BERNICE E . SEIDEL
Clerk of the Board of Supervisors
County of Fresno , State of California
1 2 3 4 5 6 7 8 9 10 EXHIBIT A PROJECT SPECIFIC SUPPLEMENT AGREEMENT (Pursuant to Master Dual Jurisdiction Cooperative Agreement) This Project Specific Supplement Agreement ("PSS") is made and entered into this __ day of _______ , 20_, by and between the City of Reedley, a municipal corporation (City), and the County of Fresno, a political subdivision of the State of California (County) (collectively, the Parties), pursuant to that certain Master Dual Jurisdiction Cooperative Agreement dated _____ , 2019 (the "Master Agreement"). RECITALS: 11 A. City and County are parties to the Master Agreement, which is incorporated herein by this reference. All defined terms not otherwise defined herein, shall have the same meaning provided in the Master Agreement. 12 13 14 15 8. 16 17 18 19 20 21 22 23 24 25 26 27 28 C. D. E. Pursuant to the Master Agreement, the Parties may enter into a Project Specific Supplement Agreement for any such individual discrete joint Project. [INSERT. SPECIFIC LOCATION] (hereinafter the "Project Limits") are located across City/County jurisdictional boundaries, with ___ percent L%) within the jurisdiction of County and ___ percent (_%) within the jurisdiction of City as shown on "Exhibit A" hereto. City and County desire to complete the following improvements and work within the Project Limits, which collectively constitutes the Project: [INSERT MORE SPECIFIC DESCRIPTION OF WORK TO HE PERFORMED]. City and County now wish to establish the conditions specifically applicable to the Project under which the Project will be completed. 1
1 NOW, THEREFORE, in consideration of the mutual acknowledgments, covenants, 2 and conditions herein contained, it is hereby agreed as follows: 3 4 5 6 7 8 9 10 11 12 1. 2. 3. 4. 13 5. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6. Recitals. Each and all of the foregoing recitals of background facts are incorporated herein by this reference as though set forth herein verbatim. Master Agreement. Unless otherwise noted herein, all applicable terms and provisions contained in the Master Agreement shall apply to the Project. Lead Agency. The Lead Agency for the Project will be ____ _ Participating Agency. The Participating Agency for the Project will be Engineer's Estimate. A Preliminary Engineer's Estimate is attached hereto as "Exhibit B" and is incorporated herein by this reference. Exhibit B may be revised by the parties at any time, by written approval of both respective Directors, to reflect the estimated costs of modifications and refinements to the Project. Jurisdictional Cost Share. [The primary anticipated funding source for the Project will be __________________ .] Each party shall be responsible for the actual costs of its respective obligations, as initially identified in the Preliminary Engineer's Estimate, and as revised pursuant to Section 5 above once the actual construction costs have been finally detennined. Generally, unless otherwise provided either in the Master Agreement or herein, each party shall be responsible for costs in proportion to the percentage of the Project located within its jurisdiction as set forth in Recital C. The estimated cost for the City is ______ and the estimated cost for County is 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7. 8. 9. 10. 11. 12. Special Terms. The parties agree that the following special or specific terms shall apply to the performance of the Project: Assignment. Neither Party shall assign, transfer, or sub-contract this Agreement, nor any of its respective rights or duties hereunder without the written consent of the other Party. Waiver. Waiver of any breach of this Agreement by any party hereto shall not constitute a continuing waiver or a waiver of any breach of the same or another provision of this Agreement. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed will be deemed to constitute one and the same instrument and agreement. Severable. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision of this Agreement shall not affect the other provisions. Amendment. This Agreement may be modified only by written instrument executed by duly authorized representatives of both City and County. 3
1 13. Entire Agreement. Each party acknowledges that it has read and fully 2 3 4 5 6 7 understands the contents of this Agreement and represents that this entire Agreement between City and County with respect to the subject matter contained herein and that this Agreement supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day 8 and year first herein above written. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 [SIGNATURE PAGE TO FOLLOW] 4
1 CITY OF REEDLEY, 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A California municipal corporation By:------------, City Engineer APPROVED AS TO FORM: By:------------Scott G. Cross City Attorney ATTEST: By:------------Sylvia Plata, City Clerk 5 COUNTY OF FRESNO By:------------Steven White, Director Department of Public Works and Planning APPROVED AS TO LEGAL FORM DANIEL C. CEDERBORG County Counsel By: -----------------------------------------------APPROVED AS TO ACCOUNTING FORM OSCAR J. GARCIA, CPA Auditor-Controller/Treasurer-Tax Collector By: ------------