AGREEMENT
BY AND BETWEEN COACHELLA VALLEY WATER DISTRICT AND THE CITY OF
CATHEDRAL CITY FOR CATHEDRAL CITY TO LEAD THE CWSRF SEPTIC TO
SEWER PLANNING PROJECT AND COACHELLA VALLEY WATER DISTRICT TO
LEAD CONSTRUCTION ON AREAS UNDER THEIR JURISDICTION
THIS AGREEMENT (“ Agreement”) is made this XX day of MONTH, 202 6 by and between the COACHELLA VALLEY WATER DISTRICT , a public agency of the State of California (“CVWD” or “District”) and CITY OF CATHEDRAL CITY, a charter city (“City”).
District and City are sometimes referred to individually as a “Party” and collectively as “Parties.”
RECITALS
WHEREAS, District is a public agency organized and existing pursuant to California Water Code Section 30000, et seq; and
WHEREAS, City and District desire to coordinate and cooperate with each other for the purposes of carrying out certain improvements within a sewer conversion area within District jurisdiction for the CWSRF Septic -to-Sewer Planning Project (SWRCB Project No. C -06-8696- 110, City Project No. C01020) as further depicted in Exhibit “A”, which is attached hereto and incorporated herein by this reference (“Project”); and
WHEREAS, the improvements considered in the Project include, but are not limited to, the abandonment of existing septic systems and installation of sanitary sewer systems consisting of sewer mains, trunks, laterals, manholes and appurtenances thereto . Further, the Project includes improvements made in areas owned by private property owners and areas of District ownership.
As such, the improvements on the District’s side of the connection to the District’s Sewer System shall be referred to as “District Improvements” and shall consist of the following: installation of sewer mains, trunks, manholes and appurtenances thereto. In addition, the improvements on the property owner’s side of the connection to the District’s Sewer System shall be referred to as “Property Owner Improvements .” Said Property Owner Improvements shall consist of the abandonment of existing septic systems , installation of laterals and all other facilities and appurtenances required for connection of buildings and structures on the subject property; and WHEREAS, City desires to carry out (or caused to be carried out) and pay for the costs and expenses relating to evaluating, designing, and developing documents for the Project; and, but only to the extent that grant funding for such costs and expenses are provided by the Design Grant Agreement (as defined below); and
WHEREAS, City applied for and has received funding from the California State Water Resources Control Board (“State Water Board”) Clean Water State Revolving Fund (“CWSRF”) for the purpose of evaluating, designing, and developing documents for the Project as referenced above pursuant to that certain Agreement No. D2401000 by and between City of Cathedral City and California State Water Resources Board (“Design Grant Agreement”); and WHEREAS, District is desirous of accepting the District Improvements into its system for maintenance and operation upon its completion as part of the Project; and
WHEREAS, the City with the support of the District, as described further in this Agreement, will be applying for CWSRF construction funding for the Project; and WHEREAS, upon issuance of CWSRF construction funding for the Project the District shall solicit bids and award a contract for the construction of the Project., including, but not limited to the installation of the District Improvements and Property Owner Improvements within the boundaries of the Project; and
NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE RECITALS AND
THE COVENANTS AND BENEFITS CONTAINED WITHIN THIS AGREEMENT IT IS MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. Recitals. All of the Recitals are incorporated herein by this reference to the same extent as though hereinafter set forth in full.
2. Benefits. The Parties each determine that this Agreement would be beneficial to their respective constituents and/or customers.
3. City Responsibilities. City shall carry out the following pursuant to this Agreement:
(a) Preparation of Preliminary Engineering Report . City shall cause to be prepared a Preliminary Engineering Report for the Project pursuant to Section 2.1 of Section A.2 of Exhibit A of the Design Grant Agreement (“Preliminary Engineering Report”).
(b) Preparation of Project Environmental Documents . City shall cause to be prepared Environmental Documents for the Project pursuant to Section 2.2 of Section A.2 of Exhibit A of the Design Grant Agreement (“Environmental Documents”). (c) Preparation of Plans, Specifications, and Drawings for Project. City shall cause to be designed and prepared all plans, specifications, and drawings for the Project pursuant to Section 2.4 of Section A.2 of Exhibit A of the Design Grant Agreement, which will include, but not be limited to depictions of the necessary easements to construct the Property Owner Improvements (“Plans and Specifications”) (d) Approval of Preliminary Engineering Report, Project Environmental Documents, and Plans and Specification . The Parties agree that the Preliminary Engineering Report, Environmental Documents, and Plans and Specifications shall also be in full and complete compliance with applicable District and City requirements, including, but not limited to, applicable desig n criteria and standards, but only to the extent they do not conflict with the requirements of the Design Grant Agreement and State Water Board requirements. Further, the Parties agree that the Engineering Report, Project Environmental Documents, and Plans and Specifications shall be subject to approval by the State Water Board. Upon both City and District approving the Engineering Report, Project Environ mental Documents, and Plans and Specifications, City will submit the Engineering Report, Project Environmental Documents, and Plans and Specifications to the State Water Board. Upon the State Water Board’s approval of the Engineering Report, Project Environmental Documents, and Plans and Specifications, the City shall provide the
Engineering Report, Project Environmental Documents, and Plans and Specifications to the District within 30 days after the State Water Board’s approval thereof. (e) Preparation of CWSRF Construction Grant Package. The City shall prepare or cause to be prepared the following: (i) One (1) Draft CWSRF Construction Financial Package pursuant to Section 2.3 of Section A.2 of Exhibit A of the Design Grant Agreement and which relates to the District Improvements and the Property Owner Improvements (“Draft Construction Financial Package s”) and (ii) Two (2) CWSRF Construction Applications pursuant to Section 2.3 of Section A.2 of Exhibit A of the Design Grant Agreement where one CWSRF Construction Application will be for the District Improvements and the other CWSRF Construction Application will be for the Property Owner Improvements (“Construction Application s”) (for purposes of this Agreement, the Draft Construction Financial Package and Construction Applications shall be collectively referred to as the “Construction Grant Package”), provided that City shall not be required to submit the Construction Grant Package and District shall submit the Construction Grant Package pursuant to Section 4 of this Agreement . The Construction Grant Package shall include the items provided in Section 2.3 of Section A.2 of Exhibit A of the Design Grant Agreement and, in the event that the Design Grant Agreement is not amended as described in Section 5(c), the Construction Grant Package shall also include the estimated costs and expenses relating to acquiring the Property Rights as defined and described in Section 5(c)(3).
(f) Encroachment Permits. The City will provide to the District a t no cost any encroachment permits necessary for District to have access to the City’s rights-of-way for the construction of the District and Property Owner Improvements.
4. District Responsibilities . At District’s sole cost and expense, District shall carry out the following activities in this subsection pursuant to this Agreement:
(a) Review of Preliminary Engineering Report, Environmental Review Documents, and Plans and Specifications . District shall review , provide comments and approve the Preliminary Engineering Report, Environmental Review Documents, and Plans and Specifications within 3 weeks of receiving thereof from the City , provided that the City may extend such 3 week period. If District does not return comments or otherwise provide any responses regarding the Preliminary Engineering Report, Environmental Review Documents, and Plans and Specifications within such 3 week period , then such Preliminary Engineering Report, Environmental Review Documents, and Plans and Specifications shall deemed to have been approved by the District. (b) Cooperate with City and provide all information requested by City related to the drafting of the Construction Grant Package.
(c) Submission of Construction Grant Package and Construction Grant Agreement.
1. Construction Grant Package Submission. The Construction Grant Package shall be submitted as follows:
(i) Draft Construction Financial Package Submission. District shall submit the Draft Construction Financial Package to the State Water Board within 3 months after the State Water Board’s approval of the Preliminary Engineering Report. (ii) Construction Application Submission . The District shall submit the Construction Application to the State Water
Board within 1 year after the State Water Board’s approval of the Preliminary Engineering Report.
2. Construction Grant Agreement. Upon approval by the State Water Board of the c onstruction grant pursuant to the Construction Grant Package, District shall enter into a construction grant agreement as required by the State Water Board (“Construction Grant Agreement”).
(d) Bidding and Award of Contract. District shall be responsible for the competitive bidding and award of the construction contract(s) for the Project pursuant to the Preliminary Engineering Report, the Plans and Specifications, the Environmental Review Documents, this Agreement, the Design Grant Agreement, the Construction Grant Agreement, State Water Board requirements, CWSRF requirements, requirements that District and City have agreed to be applicable to the Project, and all applicable laws and regulations (including, but not limited to, the Labor Code, Government Code, and Public Contract Code) (collectively, the “Applicable Law”) and shall further comply with the following requirements:
1. The construction contracts for the Project shall be publicly bid and shall be awarded to the lowest responsive and responsible bidders, as required by law and in conformance with the applicable provisions of the Public Contract Code.
2. The selected lowest responsive and responsible bidders shall be required to post the applicable performance and payment bonds or securities in the proper amount for the Project.
3. All District contractors and subcontractors shall comply with all Applicable Law with respect to the construction of the Project.
4. The construction contract for the Project shall require the selected lowest responsive and responsible bidders to acquire and maintain insurance policies with related coverage and policy limits that are consistent with City’s insurance requirements. Such insurance policies shall name the City as “additional insured”.
5. City shall be named as an obligee under any labor and material payment bonds and/or performance bonds for the Project.
6. City shall be named as a beneficiary under any waivers and releases in favor of District for the Project.
7. City shall be entitled to all warranties, guarantees, and post completion bonds with respect to the Project in the same manner as District is entitled.
8. District shall require District’s contractor s and subcontractor s to indemnify, defend, and hold harmless the City and its employees, officials and agents (collectively, the “City Indemnitees”), at the sole cost and expense of such contractor(s) and/or subcontractors from and against (A) any and all liens and claims for labor, materials, services or equipment relating to the Project and (B) all actions, damages, claims, losses, suits, proceedings, expenses, or any injury or damage of any kind whatsoever, whether actual, alleged or threatened, actual attorneys’ fees and costs, court costs, interest, defense costs and expenses associated therewith, including the use of experts and any other cost of any nature without restriction (collectively “ Cost”) of every type arising out of or in connection (i) with the construction of the Project and (ii) any negligence or intentional act of such con tractors or its subcontrac tors, employees, agents, successors or assigns.
9. The Project’s contract documents shall conform with all Applicable Law.
10. Such other requirement as the Parties may agree upon.
11. Such other requirements as may be required by all Applicable Law. (e) Project Construction . Except as provided in Section 5(d), District shall construct, or shall cause its contractor s and/or subcontractors to construct, the Project in strict compliance with all Applicable Law . District inspection personnel shall, after consultation with the City, have the authority to enforce the Applicable Law including, but not limited to, the requirement that all unacceptable materials, workmanship and/or installation be replaced, repaired or corrected by District's contractor s and/or subcontractors. City inspection personnel shall be permitted to inspect and approve any construction affecting City property (e.g., City streets). No site visit, obse rvation or examination by City shall release the District's contractor s and/or subcontractors for any defects in material or workmanship. Any inspection completed by or on behalf of the City shall be for the sole use and benefit of City and no person or entity shall be entitled to rely thereon for any purpose.
(f) Project Property Rights. Except as provided in Section 5(d), District shall acquire any property rights, including, but not limited to, rights -of-way, easements, licenses, or other similar property rights, that may be required for the Project , including, but not limited to, such property rights as may be required to construct the Property Owner Improvements (“ Property Rights ”).
(g) Soils Testing . District shall conduct, or cause its contractors and/or subcontractors to conduct all soils testing for the Project during the construction of the District and Property Owner Improvements.
(h) Surveying and Staking . District shall conduct , or cause its contractors and/or subcontractors to conduct all surveying and staking for the Project during the construction of the Project.
(i) Monitoring and Compliance . District shall be responsible for monitoring the Project and ensuring the Project are constructed in compliance with the requirements of Applicable Law.
(j) Project Reporting . District shall provide such reports as required by the Design Grant Agreement and in the manner and frequency as required by the Design Grant Agreement. Such reports shall be provided to the City . If the City determines that such reports do not comply with the Design Grant Agreement, District shall make revisions to such reports in order to achieve such compliance to the reasonable satisfaction of the City. (k) Compliance with Requirements. In performing its obligations under this Agreement, District shall comply with Applicable Law and, further, shall cause all of its contractors and/or subcontractors to comply with Applicable Law.
5. Payment Provisions.
(a) Project Plans and Specifications/Construction Grant Application. City shall utilize the funds provided to City pursuant to the Design Grant Agreement (“Design Grant Funds”) to pay for all costs and expenses relating to (1) the preparation of the Preliminary Engineering Report, (2) the preparation of the Environmental Documentation, (3) the preparation of the Plans and Specifications, (4) the preparation of the Construction Grant Application, and (5) if the Design Grant Agreement is amended pursuant to Section 5(c), the acquisition of Property Rights, but only to the extent as provided in Section 5(c). (b) Project Construction. District shall provide payment for all costs and expense relating to the District and Property Owner Improvements as follows: (i) District shall provide payment for all costs and expenses relating to t he construction of Project (including, but not limited to, all related costs and expenses such as District engineering, administration, field inspection, or other field services related in any way to the construction of the Project; soils testing for the District and Property Owner Improvements; surveying and staking for the District and Property Owner Improvements; and any work that is not included in the Plans and Specifications as approved by the State Water Board ); and (ii) District shall provide payment for all other costs and expenses relating to all District actions required to carry out District’s obligations under Section 4 of this Agreement , provided that the payment of the costs and expenses relating to the acquisition of Property Rights shall be subject to Section 5(c) (collectively referred to as the “Project Costs”),
(c) Property Rights Acquisition. Payment for the cost and expense of Property Rights acquisition shall be as follows:
1. City will request that the State Water Board approve an amendment to the Design Grant Agreement such that State Water Board will allocate additional funding under the Design Grant Agreement for the
purpose of paying the costs and expenses relating to the District's acquisition of the Property Rights.
2. If the State Water Board agrees to amend the Design Grant Agreement so that sufficient funding is provided therein to acquire Property Rights, then City shall use such funding to pay for the cost and expense of acquiring the Property Rights in an amount no t to exceed the funding provided by such amendment to the Design Grant Agreement and the District shall pay any amount in excess of such amount.
3. If the State Water Board does not agree to amend the Design Grant Agreement as described in Section 5(f)(2), then the City will include in the Construction Grant Package documentation and information relating to the cost and expense of acquiring the Property Rights. Accordingly, District shall pay for the cost and expense of acquiring the Property Rights. (d) Lack of Funding
1. If the State Water Board does not provide sufficient grant funding to pay for Project Costs (e.g., insufficient funds to pay for Property Rights acquisition and/or insufficient funding to pay for construction of the Project), then District shall not be required to construct the Project and the Parties agree to meet and confer in good faith to determine next steps and the manner in which the Project may proceed, including any amendments to this Agreement that may be necessary.
2. Notwithstanding anything to the contrary in this Agreement, t he City shall not be responsible for and shall not pay for any costs or expenses relating to the Project Costs, including, but not limited to any costs or expenses relating to the acquisition of Property Rights.
6. Project Completion.
(a) Project Completion. Construction of the Project shall be completed by the date required by the State Water Board pursuant to the Construction Grant Agreement. (b) Project Completion and Acceptance . Upon completion of the Project , the District shall notify City, in writing, that the construction of the Project has been completed in accordance with Applicable Law . District shall not accept the Project as complete until City has inspected those portions of the Project affecting City property and approved such portions as having been satisfactorily completed. Upon the acceptance of the District Improvements portion of the Project by District , all required Notice s of Completion pursuant to the provisions of Section 3093 of the Civil Code shall be prepared by District and District shall file such Notice s of Completion with the Riverside County Recorder.
(c) Releases. District shall cause District’s contractors and subcontractors and material suppliers to provide lien and material releases for the Project. All releases in favor
of District shall also include the City as a released party. In addition, the District shall provide to City such evidence as City s hall require that all persons and entities supplying work, labor, materials, supplies and equipment for the construction of the Project portion of the Project have been paid, and that no claims on behalf of any such persons or entities exist.
7. Effective Date; Termination. This Agreement shall become effective upon its full execution by the Parties. Either Party may terminate this Agreement for any reason, with or without cause, by providing 15 days’ notice to the other Party. In the event of such termination by City, City shall only be liable for: Project Costs and other costs and expenses applicable to City as provided in this Agreement; costs and expenses incurred up to the date of such termination.
8. Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:
City District
City of Cathedral City
Attn: Andrew Firestine, City Manager
68700 Avenida Lalo Guerrero
Cathedral City, Ca 92234
Coachella Valley Water District
Attn: Jim Barrett, General Manager
___________________
___________________
_
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. Either Party may change its address by notifying the other Party of the change of address in writing.
9. Indemnification.
(a) To the fullest extent permitted by law, District shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by District, or by any individual or entity for which District is legally liable, including, but not limited to, officers, agents, employees, contractors or subcontractors of District. The provisions of this Section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this Section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.
(b) To the fullest extent permitted by law, City shall indemnify, protect, defend and hold harmless District, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration pro ceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by City, or by any individual or entity for which City is legally liable, including, but not limited, to officers, agents, employees, contra ctors or subcontractors of City. The provisions of this Section do not apply to claims occurring as a result of District’s sole negligence. The provisions of this Section shall not release District from liability arising from gross negligence or willful acts or omissions of District or a ny and all of its officials, employees and agents.
10. Representatives.
(a) City Representative . The representative of the City is the City’s City Manager, or his or her designee (“ City Representative”). The City Representative shall be the primary person on behalf of City responsible for the administration of this Agreement for the City.
(b) District Representative. The representative of the District is the District’s General Manager, or his or her designee (“ District Representative ”). The District Representative shall be the primary person on behalf of District responsible for the administration of this Agreement for the District.
11. Entire Agreement. This Agreement, including the attached Exhibits, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between District and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
12. Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the District and by the City. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
13. Governing Law ; Venue . This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
14. Successors and Assigns. The provisions of this Agreement shall be binding upon each of the Parties to this Agreement and their successors and assigns.
15. Inspection. District shall maintain and make available for inspection by City, during regular office hours, accurate records pertaining to the Project, including costs, disbursements and receipts with respect to the construction, operation and maintenance of the Project.
16. Attorneys’ Fees, Costs, and Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
17. Authority. Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.
18. Further Acts; Cooperation. Each Party agrees to reasonably perform any further acts and to reasonably execute and deliver any documents which may be reasonably necessary to carry out the provisions of th is Agreement. Each Party agrees to reasonably cooperate with the other in carrying out the provisions of this Agreement.
19. Construction. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any Party based upon the attribution to such Party as the source of the language in question.
20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed as original, but all of which, when taken together, shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signatures thereon, provided such signature page is attached to another counterpart identical thereto, except for having additional signature pages executed by another Party to this Agreement attached thereto.
21. No Third Party Beneficiary. This Agreement is made solely for the benefit of the Parties hereto and their respective successors and assigns. No other person or entity shall have or acquire any right by virtue of this Agreement.
22. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, unless enforcement of t his Agreement as so invalidated would be unreasonable or grossly inequitable under all of the circumstances or would frustrate the purpose of this Agreement.
23. Electronic Signature. The Parties agree that, in accordance with the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execute this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed
record by electronic transmission.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above.
COACHELLA VALLEY WATER DISTRICT
XX
General Manager
Attest:
XX
XX
Approved as to form:
XX
XX
CITY OF CATHEDRAL CITY
Raymond Gregory
Mayor
Attest:
Christina Burton
City Clerk
Approved as to form:
Eric S. Vail
City Attorney
EXHIBIT A
CVWD SEWER CONSOLIDATION
SEWER CONVERSION AREA MAP
CATHEDRALCITYRANCHOMIRAGE PALMSPRINGSRAMON ROADDATE PALM DR.DINAH SHORE DR.CATHEDRAL CANYON DR.33rd AVE.
GERALD FORD DR.DA VALL DR.PAPAYA ANDPOMEGRANATENEIGHBORHOODCALIENTE SANDS MHPROYAL PALMS MHP
SOUTH CITYNEIGHBORHOODWHISPERING PALMSNEIGHBORHOOD
EXHIBIT9665 Chesapeake Drive, Ste 230San Diego, California 92123(858) 413-2400www.Ardurra.comCVWD CATHEDRAL CITY 5 AREASSEPTIC TO SEWERACity of Cathedral CityCWSRF Septic to Sewer Project001,500750 LEGEND:COACHELLA VALLEY WATER DISTRICT BOUNDARYCITY BOUNDARYPROJECT SITES (5 TOTAL)STREET CENTERLINES10" AND SMALLER12" AND LARGER