AGREEMENT FOR MAINTENANCE OF
SHARED TRAFFIC SIGNALS AND SAFETY LIGHTING
THIS AGREEMENT (“Agreement”) is entered into as of this 23rd day of August, 2023, by and between the City of Desert Hot Springs, a California municipal corporation (“Desert Hot Springs”), and the City of Cathedral City, a California municipal corporation (“Cathedral City”). Desert Hot Springs and Cathedral City are collectively referred to herein as the “Parties,” and individually as a “Party.”
RECITALS
This Agreement is made with reference to the following facts:
A. Desert Hot Springs and Cathedral Cit y jointly own certain traffic signals and highway safety lighting installations (“Installations”). The Installations are located partly within the jurisdic tional boundaries of each ci ty, and in the ownership percentage interests (the “O wnership Interest”) all as shown on Exhibit “A,” attached hereto and incorporated herein by this reference.
B. Cathedral City and Desert Hot Springs agree to share the maintenance of the Installations, and to establish a mec hanism to share th e cost for such maintenance.
C. The Parties agree to maintain the Insta llations, each for the benefit of both cities, in accordance with and according to the proportions shown in Exhibit “A.”
AGREEMENT
NOW, THEREFORE, in consid erations of the facts set forth above and the mutual covenants, promises, and agreem ents set forth herein, the Parties hereto do hereby mutually agree as follows:
1. Maintenance.
1.1 Scope of Services. The Lead Agency (as identified in Exhibit “A”) shall provide, or cause to be provided , “Routine Maintenance Services” and “Emergency Call-Out Services” on traffic signals, highway safety lighting, flashing beacons, and other electrically operated traffic control or warning devices associated with the Insta llations. The Lead Agency shall also arrange for delivery of electrical power to the Installations (the “Electrical Costs”). The Lead Agency shall be responsible for maintaining the Installations, and shall take full res ponsibility for the Routine Maintenance Services and Emergency Call-Out Se rvices associated with the - 2 -
Installations. The Lead Agency s hall be reimbursed for providing such services in accordance with Section 2 below.
“Routine Maintenance Services” hereunder shall include the following work:
(a) inspection of the Installations a mi nimum of once every thirty days, (b) making all necessary repairs to maintain the Installations in proper working order, (c) cleaning the controller cabi net once every thirty days, (d) re- lamping and cleaning signal heads and internally illu minated street name signs as required; re-lamp and clean luminaries as required. “Emergency Call-Out Services” shall in clude all repair and maintenance services required to place the affe cted Installation back into normal operation or provide reasonable tem porary measures necessary to preserve the public safety in the event of an Installation failure.
1.2 Extra Work. If the Lead Agency is required to perform work beyond the scope of services described in Secti on 1.1 above (“Extra Work”), the Lead Agency shall notify the Secondary A gency (as identified in Exhibit “A”) before performing such Extra Work. If Secondary Agency authorizes the Lead Agency, in writing, to perform the Extra Work, the Secondary Agency shall provide extra compensation to Lead Agency upon a fair and equitable basis. The Lead Agency’s charge for performing such Extra Work shall be billed in accordance with the billing ra tes shown in Exhibit “B,” attached hereto and incorporated herein by this reference. The billing rates provided in Exhibit “B” shall be reviewed annually and revised as the Parties may agree upon in writing.
1.3 Custom Materials. If Secondary Agency desires to utilize materials which are customized by color or logo (“Custom Materials”), such materials shall be provided by the Secondary Agency to the Lead Agency for installation.
If the Custom Materials are not pr ovided to the Lead agency, the Lead Agency shall use Caltrans standard materials. If the Lead Agency desires to use Custom Materials, such materials shall not be deemed as reimbursable.
2 Compensation.
2.1 Current Configuration. The total cost of th e work and services to be provided by the Lead Agency under this Agreement for Routine Maintenance Services, Emergency Call- Out Services and Electrical Costs (the “Cost of Services”), not includ ing Extra Work, shall be allocated between Desert Hot Springs and Cathedral City in proportion to the Parties’ Ownership Interest in the Installations. The Secondary Agency shall pay to Lead Agency that percentage of the Cost of Services represented by its Ownership Interest in the Installations shown by Exhibit “A.” The Parties shall charge for the Cost of Services in accordance with its standard billing - 3 -
rates as shown in Exhibit “B.” The billing rates provided in Exhibit “B” shall be reviewed annually and revised as the Parties may agree upon in writing.
2.2 Ultimate Configur ation. In the event stre ets are added and new traffic signals installed on the Cathedral Cit y and Desert Hot Springs boundary, this Agreement may be updat ed by submitting a revised Exhibit “A.” The governing bodies of the Parties must approve the revised exhibit prior to the revision taking effect.
3. Payment. Billing by the Lead Agency shall be made no more frequently than quarterly and shall include an itemized accounting of all costs and services rendered during the period. The Secondar y Agency shall pay the billed amount within thirty (30) calendar days after receipt of billing from the Lead Agency. In the event of a dispute, the Secondary Agency shall submit any such dispute in writing to Lead Agency. The Parties shall endeavor to resolve any such dispute and pay the balance due, if any, within a reasonable period of time.
4. Records. Records for the work provi ded under this Agreement shall be kept by the Lead Agency and shall include the Cost of Services performed. Such records shall be maintained in accordance with the Lead Agency’s record retention policy and, upon reasonable notice, shall be made available for inspection by the Secondary Agency.
5. Term and Termination. This Agreement shall commence on August 23, 2023 and shall remain in force until terminated in accordance with this section.
Notwithstanding the foregoing, the Secondary Agency shall compensate the Lead Agency for its prorated share of the Electrical Cost of the electrical power delivered to the Installations effective August 23, 2023. This Agreement may be terminated by any Party hereto upon thirty (30) days’ written notice to the other Party of such termination. Any payment obligations outstanding and the inde mnity provisions herein below shall survive any such termination.
6. Indemnity. Desert Hot Springs shall indemnify, defend, save and hold harmless Cathedral City, its office rs, elected officials, agents, representatives and employees of and from any and all liabi lity, claims, demands, debts, damages, suits, actions and causes of action of what soever kind, nature or sort, including, but not by way of limitation, wrongful death, personal injury or damage to property, the expenses of the defense of said parties and the payment of the attorneys’ fees in any such claim or action arising out of or in any manner connected with activities of Desert Hot Springs or employees of Desert Hot Springs under this Agreement.
Cathedral City shall indemnify, defend, save and hold harmless Desert Hot Springs, its officers, elected officials, agents, representatives and employees of and from any and all liability, claims, demands, debts, damages, suits, actions and causes of action of whatsoev er kind, nature or sort, incl uding, but not by way of limitation, wrongful death, personal injury or damage to property, the expenses of - 4 -
the defense of said parties and the payment of the attor neys’ fees in any such claim or action arising out of or in any manner connected with activities of Cathedral City or employees of Cathedral City under this Agreement.
7. Insurance. Desert Hot Springs shall pr ocure and maintain for the duration of this Agreement liability insurance against claims for injuries to persons or damages to property in an amount not less than One Million Dollars ($1,000,000.00) which may arise from or in connection with the activities of Desert Hot Springs or employees of Desert Hot Springs under this Agreem ent by including Cathedral City as a “Protected Party” within the insurance program maintained by Desert Hot Springs with the PERMA.
Cathedral City shall procure and maintain for the duration of this Agreement liability insurance against claims for injuries to persons or damages to property in an amount not less than One Million Dollars ($1,000,000.00) which may arise from or in connection with the activities of Cathedr al City or employees of Cathedral City under this Agreement by including Desert Hot Springs as a “Protected Party” within the insurance program maintained by Cathedral City with the PERMA.
8. Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be ei ther personally delivered, or sent by means of professional overnight courie r service which confirms re ceipt in writing (such as Federal Express or UPS), or sent by telecopy or facsimile (“FAX”) machine capable of confirming transmission and receipt, or sent by certified or registered mail, return receipt requested, postage prepaid to th e following parties at the following addresses or numbers:
If to “Cathedral City” : City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: Public Works Department
Public Works Maintenance Division Manager
Telephone: (760) 770-0390
FAX: (760) 328-8622
If to “Desert Hot Springs”: City of Desert Hot Springs 11999 Palm Drive
Desert Hot Springs, CA 92270
Attention: Public Works Director
Telephone: (760) 329-6411 X 223
FAX: (760) 288-0639
Notices sent in accordance with this paragraph shall be deemed delivered upon the next business day following the: (1) date of delivery as indicated on the written confirmation of delivery (if sent by overni ght courier services); (2) the date of the actual receipt (if personally delivered by other means); (3) date of transmission (if - 5 -
sent by telecopy or facsimile machine), or; (4) the date of delivery as indicated on the return receipt (if sent by certified or registered mail, return receipt requested).
Notice of change of address shall be given by written notice in the manner detailed in this paragraph.
9. General Provisions.
9.1 Entire Agreement. This Agreem ent constitutes the entire agreement between the parties hereto, and contains all of the agreements between the parties with respect to the subjec t matter hereof. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof.
9.2 Amendment and Waiver. This Agreement may be amended or revoked at any time by a written agreement executed by Cathedral City and Desert Hot Springs. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties. No waiver of any provision of this Agreem ent shall be valid unless in writing and signed by the party granting such waiver, and in no event shall any such waiver be deemed to be a waiver of any other te rm, covenant or condition of this Agreement.
9.3 Invalid Provision. The invalidit y or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
9.4 Headings. The headings of the articles, sections, subsections or paragraphs of this Agreement are in serted solely for convenience of reference, and shall not be deemed to govern, limit or aid in the construction or interpretation of any term of this Agreement.
9.5 Independent Counsel. Each Party has had the opportunity to consult with its own attorney with respect to this Agreement, and in the event that any language contained herein is constr ued to be vague or ambiguous, this Agreement shall not be strictly construed against either Party.
9.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Cathedral City and Desert Hot Springs.
9.7 Other Documents. T he parties hereto agree that each shall, concurrently herewith, or at any time hereafter, on the demand of the other, execute any other documents or instru ments or cause to be done any other acts and things as may be necessary or conv enient to carry out the intents and purposes of this Agreement.
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9.8 Counterparts. This Agreement ma y be executed in any one or more counterparts, and all so executed s hall constitute one and the same instrument. Any signature page on any counterpart hereof may be detached from and added to any other counterpart identical in form hereto.
9.9 Attorneys’ Fees. In the event that any party to this Agreement shall bring an action to enforce the provisions of th is Agreement or as a result of any default in the performance of any of th e provisions of th is Agreement, the prevailing party in such action shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred by such party in connection with such action.
9.10 Governing Law. This Agreement shall be construed and governed by the laws of the State of California. The Parties agree that the exclusive venue for any action or proceeding arising from or relating to this Agreement shall be in the County of Riverside, State of California.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the date first written above.
CITY OF CATHEDRAL CITY CITY OF DESERT HOTSPRINGS
B y : B y :
NAME: RITA LAMB NAME: SCOTT MATAS
M a y o r M a y o r
ATTEST: : ATTEST:
B y : B y :
NAME: TRACEY R. HERMOSILLO NAME: JERRYL SORIANO
City Clerk City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
B y : B y :
NAME: ERIC S. VAIL NAME: JENNIFER MIZRAHI
City Attorney City Attorney
EXHIBIT "A"
MAINTENANCE AGREEMENT FOR
TRAFFIC SIGNAL AND SAFETY LIGHTING INSTALLATIONS
THAT ARE JOINTLY OWNED BY THE CITY OF DESERT HOT SPRINGS
AND THE CITY OF CATHEDRAL CITY
MAINTAINED BY THE CITY OF DESERT HOT SPRINGS
August 2023
LOCATION OWNERSHIP
PALM DRIVE AND VARNER ROAD Lead Agency: Desert Hot Springs Secondary Agency: Cathedral City
50% City of Desert Hot Springs,
25% City of Cathedral City, and
(25% County of Riverside which is
included in cost sharing with the City of
Desert Hot Springs by separate
a
greement)
PALM DRIVE AND PAUL ROAD Lead Agency: Cathedral City
Secondary Agency: Desert Hot Springs
50% City of Desert Hot Springs and
50% Cit
y of Cathedral City
EXHIBIT "B"
TRAFFIC SIGNAL MAINTENANCE
CONTRACTOR FEE SCHEDULES
August 2023
YUNEX
TRAFFIC
ATTACHMENT C
1 CITY OF CATHEDRAL CITY
TRAFFIC SIGNAL PREVENTIVE MAINTENANCE AND ON CALL EMERGENCY
SERVICES BID FORM
BIDS MUST BE SUBMITTED ON THIS FORM PROPOSALWILL BE CONSIDEREDNON-
RESPONSIVE)
TO BE SUBMITED INA SEPARATE SEALED ENVELOPE)
Price Proposal
Routine Maintenance Rates
Item Estimated Monthly
No. Description Quantity Unit Price Total
1 Routine Maintenance— Signals43 76. 00 $ 3. 268. 00 2 Routine Maintenance- Flashing Beacon 2 34. 00 $ 68. 00 4 Routine Maintenance— In Pavement Illuminated Crosswalk 4 34. 00 $ 136. 00 MONTHLY SUB TOTAL 3, 472. 00
ANNUAL GRAND TOTAL( Monthly x 12) 41, 664. 00
Labor= d Eau nment Rates
Item
No. Description Regular Time* Overtime**
1 Labor Hourly Rates
a Traffic Signal Maintenance Technician 115. 00 140. 00 b Laborer 95. 00 140. 00
c Licensed Sr. Traffic Engineer 125. 00 150. 00
d Licensed Associate Traffic Engineer 125. 00 150. 00
e Traffic Engineering Technician 125. 00 150. 00
f Traffic Signal and Safety Light Inspector 115. 00 140. 00 2 Equipment Hourly Rates
a Bucket Truck 35. 00 35. 00
b Crane Truck 65. 00 65. 00
Regular time between 7: 30 am and 4: 00 pm
Overtime between 4: 01 pm and 7: 29 am
dditional Work
Item
No. Description Unit Unit Price
1 Clean and Paint Traffic Signal Head and Framework Each 200. 00 2 Clean and Paint Controller and Service Cabinet Each 850. 00 3 Clean and Paint Pedestrian Buttons and framework Each 100. 00 4 Replace Type A Detector Loop( 1 to 6 loops) Per Loop 700. 00 5 Replace Type A Detector Loop( 7 or more loops) Per Loop 630. 00 6 Replace Type D Detector Loop( 1 to 6 loops) Per Loop 700. 00 7 Replace Type D Detector Loop( 7 or more loops) Per Loop 630. 00 Traffic Signal Maintenance and Emergency On-Call Services Annual As- Needed Contract Page 18 of 19