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TO: Honorable Mayor and Members of the City Council
FROM: Jeffrey L. Stewart, City Manager
SUBJECT: Consideration and possible action to receive and file Agreement File No. 939 between the City of Paramount and the City of Bellflower for the cooperative implementation of Lakewood Boulevard and Somerset Boulevard Intersection Improvements.
DATE: August 8, 2022
EXECUTIVE SUMMARY
The City Council considered this matter in Closed Session on April 25, 2022, in which the City Council directed the City Manager and City Attorney to negotiate a settlement regarding the necessary improvements to the Lakewood Boulevard and Somerset Boulevard intersection. These future improvements are needed due to the AltAir Renewable Fuels Conversion Project in the City of Paramount which will result in significant truck traffic in this intersection. Agreement File No. 939 has been fully executed and is attached for reference.
RECOMMENDATION TO CITY COUNCIL
1) Receive and file AFN 939; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
The City of Bellflower will be responsible for reimbursing Paramount for Paramount’s Costs incurred on the project which is limited to Bellflower’s portion which consists of 42% of the total project cost.
ATTACHMENT
AFN 939 .......................................................................................................................... 2
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AGREEMENT BETWEEN THE CITY OF BELLFLOWER AND THE CITY OF
PARAMOUNT FOR LAKEWOOD BOULEVARD AND SOMERSET BOULEVARD
INTERSECTION IMPROVEMENTS
THIS AGREEMENT ("Agreement') is effective as of this day of June , 2022 Effective Date"), by and between the City of Paramount ("Paramount"), a rnunicipal corporation, and the City of Bellflower ("Bellflower"), a municipal corporation, for the cooperative implementation of Lakewood Boulevard and Somerset Boulevard Intersection Improvements (the "Project").
RECITALS
WHEREAS Paramount and Bellflower (jointly rererred to as the "Parties" and interchangeably as "Party") agree that the Project is mutually beneficial to both Parties; WHEREAS the Project consists of installing asphalt to the approaches and intersection of Lakewood Bouievard and Somerset Boulevard; WHEREAS the estimated Project cost for Bellflower is 42% of an estimated total Project cost of Two Million and Two Hundred Thousand Dollars ($2,200,000), representing the value of such work as of the date of this Agreement, inclusive of professional engineering and construction services. Bellflower will be responsible for its percentage portion (42%) of the actual project costs determined at the time the Project is commenced;
WHEREAS the Parties each have appropriated, or will appropriate, sufficient funds to pay for the Project;
WHEREAS Paramount shall construct the Project consistent with the Project plans, and any work completed by either Party beyond the Project plans shall be at the sole expense of said Party and shall not be reimbursed; WHEREAS Paramount will conduct Request for Proposals and Invitations for Bids wh re applicable for the Project, the responses to which will be jointly reviewed by the Parties:
WHEREAS the Pa ties agree that Paramount will select an on-call consultant to perform design, construction management and inspection services, and that the cost of the on-call consultant shall be apportioned between the Parties in the same manner as other Project costs;
WHEREAS the Parties agree to jointly select a contractor from responsive bids and proposals and agree that Paramount shall execute an agreement with the jointly selected contractor or consultant; and
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WHEREAS as set forth herein, Bellflower shall reimburse Paramount for Bellflower's percentage portion of the amount paid by Paramount for costs incurred in completion of the Project, in the manner as set forth in Section 6.
NOW, THEREFORE, in consideration of the mutual promises and conditions in this Agreement, the Parties agree as follows:
SECTION 1. Purpose of the Agreement.
The purpose of this Agreement is to provide for Bellflower's reimbursement of that percentage portion of Paramount's Costs Incurred in completing the Project and to provide for the defense of any action arising against either or both Parties as a result of the construction of the Project. For purposes of this Agreement, the term "Paramount's Costs Incurred" includes costs incurred by the City of Paramount, including, but not limited to, expenses arising from project management, design consultants, funding management, construction materials and labor, and construction management.
SECTION 2. Term of the Agreement.
The term of this Agreement shall commence on the Effective Date identified above and shall continue until Bellflower has remitted to Paramount full payment of costs pursuant to Section 6 of this Agreement, or until the Agreement is terminated as provided for in Section 8.
SECTION 3. Project Scope.
The Project may include the following elements:
Sidewalk improvements;
Americans with Disabilities Act improvements;
Rehabilitation of existing pavement;
Repair of miscellaneous concrete surfaces;
Any additional improvements deemed necessary by the Parties; and Services necessary to implement the Project, including, but not limited to, planning, design and environmental services, construction and construction management, funding management and project management.
The Project shall be designed and constructed within Bellflower's jurisdiction in accordance with the specific design standards and specifications pertaining to Bellflower's jurisdiction. Bellflower and Paramount shall each approve the Project Scope prior to conducting Requests for Proposals and Invitations of Bids. -3-
SECTION 4. Selection of Contractors and Consultants
Paramount shall conduct Requests for Proposals and Invitations of Bids where applicable, for the Project. Paramount shall consult with Bellflower during the selection process regarding the qualifications and costs presented in responding bids and proposals. The Parties will jointly select from responding bids and proposals. Project contractors or consultants shall be hired by Paramount. Bellflower has the right to review and comment on:
Paramount's agreements with contractors and consultants, prior to execution of the agreements. The Parties agree that any provisions in the contractor or consultant services agreement requiring that Paramount is listed as an "additional insured" shall also require that Bellflower is listed as an "additional insured." The Parties also agree that the agreement for contractor or consultant services shall require the contractor or consultant to meet with Bellflower to provide information necessary to the Project.
During construction of Project, Paramount shall furnish an inspector or other representative to perform the functions of an inspector. Bellflower may also furnish, at no cost to Paramount, an inspector or other representative to inspect construction of the Project. Said inspectors shall cooperate and consult with each other, but the orders of the Paramount inspector to the contractors or any other person in charge of construction shall prevail and be final.
SECTION 5. Permits
Bellflower shall, upon approval of the construction plans for the Project, issue Paramount a no-fee permit authorizing Paramount to construct the Project within Bellflower's jurisdiction.
SECTION 6. Reimbursement of ProjectCosts.
Bellflower shall be responsible for reimbursing Paramount for Paramount's Costs Incurred on the Project which is limited to Bellflower's percentage portion which consists of 42% of the total Project costs valued at the time of commencement of construction of the Project. ("Bellflower's Obligation").
Upon Bellflower's receipt of an invoice for Bellflower's Obligation for Project costs ("Project Invoice"), such as all services performed for, and materials used on the Project, Bellflower shall pay the Project Invoice in full. In addition to the Project Invoice showing the balance of Bellflower's Obligation due, Paramount shall provide Bellflower with supporting Project documents, which include, but are not limited to, construction as- built plans, construction and demolition documentation, and centerline -4-
monument corner tie point records. Within thirty (30) days of Paramount's submittal to Bellflower of the Project Invoice showing the balance of Beliflower's Obligation and other items (as-built plans, construction and demolition documents and centerline tie records) to Beilflower's satisfaction, Bellflower shall remit payment to Paramount for Bellflower's Obligation as shown on the Project Invoice.
SECTION 7. Indemnification.
Each Party, as an Indemnitor, agrees to protect, indemnify, and hold the other Party (the Indemnitee") and its employees, officers and agents free and harmless from any and all losses, claims, liens, demands and causes of action of every kind, including, but not limited to, the amounts of judgment, interests, court costs, legal fees, experts fees, experts costs, and other expenses incurred by the Indemnitee arising in favor of any Party, including losses and claims regarding personal injuries, death, or damages to property, and without limitation by enumeration, all other claims or demands of every kind occurring or arising directly out of the negligent acts, errors or omissions of the Indemnitor in the performance of its obligations and duties under this Agreement, except when the injury to persons or damage to prope ty are due or claimed to be due to the Indemnitee's negligence or willful misconduct. This provision is not intended to create any cause of action in favor of any third party against either Party to this Agreement, but is intended solely to provide for indemnification of a Party for liability for damages and injuries to third persons or property arising from the Indemnitor Party's negligent perFormance of this Agreement. This Section 7 survives the termination or expiration of this Agreement.
SECTION 8. Default and Termination.
A. Notice of Default. If for any reason, a Party fails to fulfill in a timely and proper manner its obligation under this Agreement, or a Party has violated any of the terms or conditions of this Agreement, the non-violating Party shall provide a Notice of Default to the violating Party setting forth the breached terms or conditions of this Agreement. The violating Party shall then have thirty (30) days to cure the terms and conditions in the written notice. The Notice of Default shall refer to this clause, specify the nature of the alleged default, and shall specify the effective date of the termination in the event that breach does lead to termination.
B. Failure to Cure. If the violating Party fails to cure and bring into compliance all terms specified, the non-violating Party shall then have the right to terminate this Agreement without further notice to the violating Party. Paramount shall only receive reimbursement for Bellflower's Obligation, if any is due pursuant to Section 6 of this Agreement, for the portion of the Project performed in compliance with this Agreement as of the termination date.
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SECTION 9. Assignment.
The rights and duties of each Party are specific to the Parties and are not transferrable without the consent of the non-transferring Party. Neither Party shall assign rights or responsibilities under this Agreement without the express written consent of the other Party, which may be withheld for any reason or no reason.
SECTION 10. Resolution of Disputes.
Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the e ent reasonably feasible, be resolved through good faith negotiations between the Parties. If following good faith negotiations between the Parties, the Parties are unable to reach a mutually agreeable resolution to the dispute, either party may commence an action in the appropriate court in Los Angeles County as described in Section 15B.
SECTION 11. Notice.
A. Any notice desired or required to be given pursuant to this Agreement or by any law now or hereinafter in effect shall be given by personal delivery, or by enclosing the same in a sealed envelope with postage prepaid, certified or registered mail, return receipt requested, with the United States Postal Service.
B. Notice to Paramount shall be sent to following address: City of Paramount, 16400 Colorado Avenue, Paramount, CA 90723, Attn: Director of Public Works C. Notice to Bellflower shall be sent to the following address: City of Bellflower, 16600 Civic Center Drive, Bellflower, CA 90706, Attn: Director of Public Works SECTION 12. Force Majeure.
The respective duties and obligations of the Parties, pursuant to this Agreement, shall be suspended while and so long as performance is prevented or impeded by strikes, disturbances, riots, fires, severe weather, government action, war acts, acts of God, pandemic, or any other cause similar or dissimilar to the foregoing, which are beyond the control of the Party from whom the affected performance was due.
SECTION 13. Waiver.
Either Party's failure to insist upon strict perFormance of any of the terms or conditions of this Agreement shall not be deemed a waiver of any right or remedy that the Parties may have, and shall not be deemed a waiver of any right or remedy for a subsequent breach or default of terms or conditions of this Agreement.
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SECTION 14. Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
SECTION 15.Governing Law and Compliance.
A.In performing the duties and obligations pursuant to this Agreement, each Party is responsible for its compliance with all local, State and Federal laws and regulations.
B.This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of litigation between the Parties, venue in the State trial courts shall lie exclusively in the County of Los Angeles.
In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California.
SECTION 16. Headings.
The headings, order, and grouping of provisions of this Agreement are for the purpose of convenience and shall not be used to construe meaning or intent.
SECTION 17. Interpretation ofTerms.
This Agreement is jointly prepared by the Parties. Therefore, this Agreement shall not be construed against any Party on the basis such Party drafted this Agreement or any provision within it.
SECTION 18. Entire Agreement and Exhibits.
This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the Project. Each Party to this Agreement acknowledges that no representation, statement or promise which is not embodied in this Agreement or any other agreement shall be valid and binding. Any modification of this Agreement shall be effective only if it is in writing and signed by both Parties. -7-
SECTION 19. Authority.
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and execute this Agreement on behalf of the respective Parties. This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns.
IN WITNESS HEREOF, the PARMOUNT and BELLFLOWER have executed this AGREEMENT as of the date first herein above set forth.
CI OF PARAMOUNT CITY OF BELLFLOWER
By: By:
Vilma Cuellar-Stallings, Mayor Ray D ton, ayor
ATTE r
By:
Heidi Luce, City Clerk
APPROVED AS TO FORM:
By:
hn E. Cavan h, City At y
APPROVED A O M:
By:
t
Ka l H. Berger, t Attorney
CC4'E;GENERaL'+1'tiN REPORTS 2022 CCLAKE'NOOD SOMERScT IMPRO`/EMENT rOST SHARINGAGREEMENT-CITY OF eEU_0'h R RNAL,C D^CX.B io 2022'2C'?M
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