BRIDGE MAINTENANCE AGREEMENT
Telegraph Road Over Rio Hondo Channel
This Bridge Maintenance Agreement (“AGREEMENT”) is dated ____________, 2023, and is entered into by and between the City of Commerce, a municipal corporation, the City of Downey, a municipal corporation, and the City of Pico Rivera, a municipal corporation.
WITNESSETH
WHEREAS, Telegraph Road includes a four-lane wide bridge with asphalt concrete pavement deck cover that spans across the Rio Hondo Channel, hereinafter referred to as “the BRIDGE”; and WHEREAS, the BRIDGE is located within the shared geographical boundaries and respective jurisdictions of the Cities of Commerce, Downey, and Pico Rivera (each a “CITY” or “Party”, and collectively the “CITIES” or “Parties”), shown on Exhibit “A”, attached hereto; and WHEREAS, for future operation and maintenance of the BRIDGE, it is of general and mutual interest to the CITIES to extend the service life and maintain the structural integrity of the BRIDGE; and WHEREAS, there is a growing need and public interest for public agencies to develop and implement their own sub-regional policies and plans, and voluntarily and cooperatively resolve differences among themselves to improve and coordinate the common governmental responsibilities and services; and WHEREAS, Los Angeles County Department of Public Works has maintained the BRIDGE on behalf of the CITIES prior to the date of this AGREEMENT; and WHEREAS, the CITIES desire to budget and fund their shares of any types of maintenance costs, including but not limited to, preventive maintenance, repair for damages, and improvements recommended by Los Angeles County bridge inspectors and/or a third party as part of the biannual bridge inspection program financed by California Department of Transportation and administered by the County of Los Angeles; and WHEREAS, it is the intent of each of the CITIES to fully finance their respective shares of the cost of repair and maintenance of the BRIDGE in the proportions set forth within this AGREEMENT; and WHEREAS, based upon the percentage of bridge deck area located within each CITY’s respective jurisdiction, designated through Los Angeles County’s biannual inspection report the cost of repair and maintenance of each Jurisdiction is as follows: City of Commerce (23%), City of Downey (27%) and City of Pico Rivera (50%); and NOW, THEREFORE, in consideration of the mutual obligations to said CITIES, it is hereby agreed as follows:
SECTION 1 OPERATION AND MAINTENANCE OF BRIDGE
Maintenance work is defined as operating and maintaining, at CITIES’ expense, the entire structure of any constructed vehicular and pedestrian overcrossings below the deck wearing surface and any wearing surface treatment thereon, such as maintaining the traveled way, including shoulders, and deck wearing surface, and structural drainage system (and shall perform such work as may be necessary to ensure an impervious and/or otherwise suitable surface), and all portions of the structure above the bridge deck, including, but without limitation, lighting installations, as well as all traffic service facilities, such as curbs, sidewalks, wall surfaces (including eliminating graffiti), signs, roadway pavement, pavement markings, bridge rails, etc.) that may be required for the benefit or control of traffic using that overcrossing.
SECTION 2 BRIDGE DAMAGE REPAIR RESPONSIBILITY
CITIES shall at all times faithfully, competently, and to the best of their ability, experience and talent, work cooperatively in the performance of this AGREEMENT. City of Pico Rivera agrees to be the Lead Agency to initiate the repair within the time frame specified below and oversee the repair of damages. Jurisdiction shall mean the entire area within the geographic and political boundaries of each respective CITY (“JURISDICTION”) in accordance with Section A below.
In case of non-emergency situations, where damage to the BRIDGE occurs solely within one jurisdiction, the City of Pico Rivera agrees to be the Lead Agency for completing any and all necessary repairs in compliance with Federal, State, and/or local standards and specifications, and agrees to comply with the following:
Obtain an estimated repair cost from Los Angeles County Department of Public Works (or licensed contractors in compliance with its Procurement Policy) and share the estimated repair cost with the other CITIES prior to engaging in repair work.
Initiate and complete the necessary repairs utilizing the Los Angeles County Department of Public Works and/or a licensed contractor, in coordination with the other CITIES, within sixty (60) calendar days.
Fully cover the cost of the repairs and retain all documentation related to the repair work performed.
Submit invoices, as well as documentation related to the work performed and the cost of the work performed, for reimbursement from the other two CITIES per the jurisdictional shares ratio set forth in this AGREEMENT. Work performed may include up to Ten (10%) of the administrative labor cost of staff of Pico Rivera as the Lead Agency for retaining a licensed contractor, but only if City of Pico Rivera as the Lead Agency provides documentation that the County has refused or is unavailable to perform the work.
Payment of reimbursement request(s) shall be processed no later than sixty (60) calendar days from the date the payment request is submitted by the Lead Agency in accordance with Section 6 of this AGREEMENT.
In case of multi-jurisdictional damages, City of Pico Rivera agrees to be the Lead Agency and shall be responsible for the repair of the total entire damaged area regardless of the jurisdictional location of the damage area. Upon notice of damage to one or more areas of the BRIDGE, the knowledgeable Jurisdiction shall notify City of Pico Rivera as the lead agency, and any other CITY of the damage in its JURISDICTION. Upon notification the Lead agency shall initiate the repair work within sixty (60) calendar days and notify the other CITY or CITIES of such initiation.
In case of an emergency situation, as defined by Public Contract Code Section 1102, or in an instance whereby the motoring public is immediately and severely impacted by damage to the BRIDGE, City of Pico Rivera as the Lead Agency shall upon being notified or noticing shall initiate repairs within five (5) working days and submit a request for reimbursement to the other two CITIES. Payment of reimbursement request(s) shall be processed no later than sixty (60) calendar days from the date the payment request is submitted by the Lead Agency in accordance with Section 6 of this AGREEMENT.
Should City of Pico Rivera as the Lead Agency fail to initiate the work and/or provide notification to the other CITIES within five (5) working days of obtaining actual knowledge or receiving notice of the damage by another Party to this AGREEMENT, the City of Downey shall assume the role of the Lead Agency by providing twenty-four (24) hours advance notification to the other CITIES. If the City of Downey fails to initiate the work and/or provide notice to the other CITIES after an additional five (5) working days, the City of Commerce shall assume the role of the Lead Agency after twenty-four (24) hours advance notification to the other CITIES. If neither the City of Downey nor the City of Commerce accepts the role of Lead Agency, the City of Pico Rivera shall remain the Lead Agency.
For any proposed and/or required BRIDGE improvements, CITIES shall cooperate with the Lead Agency and shall be responsible for their share of costs as cited in this AGREEMENT.
Upon acquiring knowledge of any spillage, leakage, migration, discharge, release, or escape of any hazardous substance onto the BRIDGE premises, each CITY shall be responsible for immediately notifying the Los Angeles County Public Works 24-hour dispatcher by calling (800) 675-4357, or any other equivalent hazardous substance removal agency, to initiate removal of the hazardous substance, unless the CITY knows that another Party to this AGREEMENT has already provided such notice. If the spillage, leakage, or escape was caused by a Party to this AGREEMENT, then that Party shall promptly provide for the proper handling, removal, transport, disposal or other required mitigation of any such substance from premises in accordance with any applicable Federal, State, or local laws or regulations. In addition to removing any of CITY’s hazardous substances, CITY shall be liable for and reimburse the other CITIES for any and all costs and expenses that CITIES may incur or suffer as a result thereof. Such responsibility shall include cost or expenses as CITIES may incur by reason of Federal, State, local, or other laws and regulations. Notwithstanding the foregoing, CITY shall have no responsibility regarding any spillage, leakage, migration, discharge, release, or escape associated with any of its tenants, licensees, or easement holders or activities on the right of way that are not the result of CITY’s acts or omissions. However, if any Party to this AGREEMENT incurs liability, solely as a result of its status as owner of the BRIDGE, for clean up or mitigation of a release or threatened release of hazardous materials at the Bridge premises, the liability shall be apportioned according to the percentages indicated in Section 3.
SECTION 3 CITIES’ FINANCIAL RESPONSIBILITY
Based on the percentage of bridge deck area located within each CITY’s respective jurisdiction indicated in the Los Angeles County biannual bridge inspection report, each jurisdictional share of all costs, expenses, or liabilities allocated in this AGREEMENT, unless otherwise specified, shall be as follows: City of Commerce, twenty-three percent (23%), City of Downey, twenty-seven percent (27%) and City of Pico Rivera, fifty percent (50%).
SECTION 4 TERMS OF THE AGREEMENT
The AGREEMENT shall become effective commencing upon the date of full execution of this AGREEMENT by CITIES and shall remain in full force and effect, subject to the right of the CITIES to terminate, by giving written notice to each other City with at least one hundred and eighty (180) calendar days’ prior written notice.
SECTION 5 ASSIGNMENT
If any CITY wishes to transfer responsibility for repair and maintenance of the BRIDGE, that CITY shall make a written request for such transfer to the other CITIES. Consent to the transfer of responsibility shall be in each of the other CITIES' sole discretion and written approval. If such transfer is approved, a new agreement (“Novation”) must be signed by the assignee city and all costs to prepare and process the new AGREEMENT shall be borne by the assignor city. No CITY requesting the transfer of the AGREEMENT shall be released from any obligations under this AGREEMENT unless specified in the Novation and shall not be effective until the assignee assumes such obligations under the Novation.
SECTION 6 NOTICES
Any and all notices to be given or documents to be delivered by any CITY to either or both of the other two CITIES, or their agent(s), may be delivered in person, by private courier, or may be deposited in the U.S. mail, duly registered or certified, with postage prepaid and addressed as follows:
If to City of Commerce: Attention: Gina Nila
Public Works Department
2535 Commerce Way
Commerce, CA 60040-1487
If to City of Downey Attention: Edwin J. Norris
Interim Public Works Director/City Engineer
11111 Brookshire Avenue
Downey, CA 90241-7016
If to City of Pico Rivera Attention: Noe Negrete
Public Works Director/City Engineer
6615 Passons Boulevard
Pico Rivera, CA 90660-1016
SECTION 7 INSURANCE
CITIES SELF INSURED
Each CITY is self-insured or insured through coverage purchased on its own accord. If an actuarial or other study/report indicates that there are insufficient funds and/or assets to properly fund a CITY’s insurance needs, that CITY will immediately notify the other CITIES in accordance with Section 6.
INSURANCE REQUIREMENTS FOR CONTRACTORS
If the work contemplated under this AGREEMENT is performed by contractors, each CITY shall require its contractors and subcontractors to maintain in full force and effect, during the term of this AGREEMENT, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming the CITY, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the CITIES that shall be presented or delivered to the CITIES with a signed copy of this AGREEMENT.
Worker's Compensation and Employer's Liability insurance coverage satisfying the laws of the State of California requirements, which includes Employer's Liability coverage of not less than One Million Dollars ($1,000,000) per accident. Each CITY, along with its respective governing board, officers, and employees shall be named as additional insured on all policies of liability insurance (other than Worker's Compensation and Auto Liability) only as it pertains to this AGREEMENT.
SECTION 8 INDEMNIFICATION
Each CITY shall indemnify, defend and hold harmless the other CITIES, their elected and appointed officers, officials, employees, agents and volunteers from and against any and all liability, including but not limited to demands, claims, actions, fees, costs and expenses (including attorney and expert witness fees), arising from the indemnifying CITY’s or CITY’s officers’, officials’, employees’, contractors’, subcontractors’, agents’ and volunteers’ performance of any work, or breach of any obligations under this AGREEMENT, except for, and to the extent that, any such loss or damage is caused by the negligence or willful misconduct of the other CITIES or their officers, officials, employees, contractors, subcontractors, agents and volunteers.
No CITY, nor its appointed officers, officials, employees, agents and volunteers shall be responsible for any damage or liability caused by the acts or omissions of the other CITIES or their officers, officials, employees, contractors, subcontractors, agents and volunteers, even if such damage is located within the non-offending CITY’s jurisdiction or the responsibility to conduct repairs falls to the non-offending CITY.
C. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an AGREEMENT (as defined in Section 895 of said Code),CITIES acknowledge that nothing in this AGREEMENT shall abridge any CITYS’ right of contribution from the other CITIES under California Code of Civil Procedure Section 875, et. al., or the indemnities provided for under this Agreement. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein.
SECTION 9 LEGAL RESPONSIBILITIES
Each City shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the relationship created pursuant to this AGREEMENT. The CITIES shall at all times observe and comply with all such laws and regulations. Any CITY, and its officers and employees, shall not be liable at law or in equity occasioned by failure of another to comply with any Section of this AGREEMENT.
SECTION 10 NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the CITIES, or their designees or agents, and no public official who exercises authority over responsibilities with respect to this AGREEMENT during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed associated with this AGREEMENT.
SECTION 11 GOVERNING LAW; SEVERABILITY
This AGREEMENT is governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Any litigation concerning this AGREEMENT shall take place in the state or federal district court with jurisdiction over the BRIDGE.
If any provision of this AGREEMENT shall be determined by any court to be invalid, illegal, or unenforceable to any extent, the remainder of this AGREEMENT shall not be affected, and this AGREEMENT shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this AGREEMENT.
SECTION 12 NON-WAIVER OF TERMS, RIGHTS, AND REMEDIES
Waiver by any CITY of any one or more of the conditions of performance under this AGREEMENT shall not be a waiver of any other condition of performance under this AGREEMENT. In no event shall the making by a CITY of any payment to any other CITY constitute or be construed as a waiver by payor CITY of any breach of covenant, or any default which may then exist on the part of the payee CITY, and the making of any such payment by a CITY shall in no way impair or prejudice any right or remedy available to it with regard to such breach or default.
SECTION 13 ENTIRE AGREEMENT
This AGREEMENT contains the entire understanding between the parties relating to the obligations of the parties described in this AGREEMENT. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this AGREEMENT and shall be of no further force or effect. Each party is entering into this AGREEMENT based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.
CITIES are empowered by Streets and Highways Code Section 114 and 130 to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT.
SECTION 14 AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this AGREEMENT on behalf of the parties named below warrant and represent that they have the authority to execute this AGREEMENT on behalf of their City and have the authority to bind the CITY to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized, by:
City of Commerce
By: ________________________
Oralia Y. Rebollo, Mayor
Date: _________________
APPROVED AS TO FORM:
By: ____________________
Noel Tapia, City Attorney
[Signatures continued to the following page]
City of Downey
By: ________________________ Claudia M. Frometa, Mayor Date: _________________
APPROVED AS TO FORM:
By: ______________________________
Lauren Langer, City Attorney
ATTEST:
By: ______________________________
Maria Alicia Duarte, CMC
City Clerk
[Signatures continued to the following page]
City of Pico Rivera
By: ________________________
, Mayor
Date: _________________
APPROVED AS TO FORM:
By: _________________________________
Arnold M. Alvarez-Glasman, City Attorney