1 JOINT PROJECT AGREEMENT
This Joint Project Agreement is made and entered into this ____ day of December, 2023, by and between the CITY OF FRESNO, a municipal corporation and public entity, (the City) and the FRESNO IRRIGATION DISTRICT, an irrigation district formed and operating pursuant to Division Eleven (11) of the California Water Code, and a public entity, (the District), to define the responsibilities and obligations of the aforementioned Parties for the erosion repairs along the North bank of the Mill Canal.
RECITALS:
WHEREAS, the City has a funded capital improvement project to construct a Class I multipurpose trail from North Millbrook Avenue to North Clovis Avenue adjacent to the Mill Canal alignment (hereinafter the Trail Project); and
WHEREAS, the City and the District have identified additional erosion areas along the canal necessitating repairs not originally specified in the executed Common Use Agreement (CUA); and
WHEREAS, the City and the District recognize the benefits of a joint project to repair these erosions prior to the City’s proposed Class I trail construction; and WHEREAS, the contemplated improvements generally consist of bank repair improvements to restore eroded canal banks along the north bank of the Mill Canal No. 36. As agreed to by the City and District, nine (9) locations were identified as needing repair, including seven (7) for which the City will be financially responsible for repair and two (2) for with the District will be financially responsible for repair, along the Trail Project side bank. A contractor will be used to stabilize and/or backfill, compact and slope vertical embankments, furnish and install geotextile fabric and Class III riprap as identified in the CUA and shown in Exhibit A, within the Project Limits (hereinafter the “Project”); and WHEREAS, City and District, while maintaining their respective easements and facilities, recognize it will be to their mutual benefit to complete the Project as a cooperative endeavor; and
2 WHEREAS, the Project will be fully funded through local funding sources; and WHEREAS, the City will contribute the financials necessary to fund the repair of the seven (7) identified erosion locations shown in Exhibit A; and WHEREAS, the District will contribute the financials necessary to fund the repair of the two (2) eroded areas identified in the CUA and shown in Exhibit A and identified as Item 002 and 006 in Exhibit B; and
WHEREAS, the repairs must be completed before District’s 2024 Irrigation season begins; and
WHEREAS, the parties intend, by entering into this Agreement, to establish the terms and conditions of their cooperative approach regarding completion of this Project.
NOW, THEREFORE, in consideration of the mutual acknowledgments, covenants, and conditions herein contained, it is hereby agreed as follows:
1. The Project shall be performed and administered by the District or its agents thereof and shall be constructed separate from the Trail Project.
2. The Project shall be completed before District’s 2024 Irrigation season begins.
3. 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.
4. District shall be responsible for hiring the contractor, overseeing the contract, and executing the required repairs per the District’s Standard Specifications, and providing all essential field engineering, inspection, and testing for performance of the construction work.
5. City shall be responsible for the actual costs associated with the seven (7) erosion repairs as identified in the Preliminary Engineer’s Estimates Items 001, 003, 004, 005, 007, 008, and 009 attached as Exhibit B hereto. The estimated cost for the City is $181,350 plus 10% contingency.
6. District shall be responsible for the actual costs associated with the two erosion repairs as identified in the Preliminary Engineer’s Estimate item 002 and 006 attached as
3 Exhibit B hereto. The estimated cost for the District is $66,350 plus 10% contingency.
7. City’s share of cost as shown in the preliminary estimate of probable costs (Exhibit B) shall not be increased by more than ten percent (10%), unless otherwise approved in writing by the City’s Director of Public Works, or designee.
8. Final project costs and City’s share thereof will not be determined until repairs are completed and the Project is accepted by the District’s Engineer in compliance to District Standard Specifications and closed out in accordance with District’s policies.
9. Upon the District's formal approval of the aforementioned erosion repair work completion as defined in this Agreement and Exhibit B, and no later than thirty (30) days after the City receives an invoice from the District, which requests payment for the City's costs, as per the actual costs and the terms outlined in this Agreement, the City will promptly pay the full balance owed to the District.
10. City agrees to indemnify, save, hold harmless, and at District’s request, defend District, 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. If City should subcontract all or any portion of the work to be performed under this Agreement, City shall require each subcontractor to indemnify, hold harmless and defend District and each of its officers, agents and employees in accordance with the terms of the preceding paragraph.
11. District 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 District, its officers, agents
4 and employees, under this Agreement; provided, that nothing herein shall constitute a waiver by District 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. If District should subcontract all or any portion of the work to be performed under this Agreement, District shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, agents and employees in accordance with the terms of the preceding paragraph.
In the event of concurrent negligence on the part of CITY or any of its officers, officials, employees, agents or volunteers, and District or any of its officers, officials, employees, agents or volunteers, the liability for any and all such claims, demands and actions in law or equity for such losses, fines, penalties, forfeitures, costs and damages shall be apportioned under the State of California's theory of comparative negligence as presently established or as may be modified hereafter.
12. Without limiting the applicability or scope of the indemnification provisions contained in Sections 10 and 11, District 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. 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.
14. This Agreement shall become effective immediately upon execution and shall expire after reimbursement from the City is received by the District for the contractor’s invoice(s) to the District for said erosion repairs; 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.
5 15. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision of this Agreement shall not affect the other provisions.
16. This Agreement may be modified only by written instrument executed by duly authorized representatives of both City and District.
17. Each Party acknowledges that it has read and fully understands the contents of this Agreement and represents that this constitutes the entire Agreement between City and District with respect to the subject matter contained herein and that this Agreement supersedes all prior negotiations, representations, or agreements, either written or oral. [SIGNATURES ON FOLLOWING PAGE]
EXHIBIT A
OWNER: FID Price Proposal 8/21/2023
RFP: Herndon Canal Repair Revised 10/20/2023
ATTN: Israel
Phone: 559 852 8790
Email: [email protected] /s/ Mary Jo Avila
MARY JO AVILA
Job Site: Fresno Authorized representative
Scope: Repair Canal Bank With Class 3 Rip Rap 75 LB Rock Budgetary Numbers
CLIN Description Labor Materials Subs Other Equipment Complete Item Price
BASE ITEMS
Extension
001 Carmen & Sierra Vista Bridge Pg 1 5,606.51$ 2,245.10 $ 2,466.86 $ 747.53 $ 7,300.92 $ 18,366.92$ (North side- Left & Right o 002 Chestnut Bridge Pg 1 (2nd Picture) 5,606.51$ 4,054.13 $ 3,083.58 $ 747.53 $ 6,802.56 $ 20,294.32$ East Side (Circle) 003 Mckinley Old Bridge Pg 1 of 2 6,815.02$ 17,823.72 $ - $ 747.53$ 18,289.68$ 43,675.95$ 20x12x13 004 Mckinley Old Bridge Pg 2 of 2 5,419.63$ 4,054.13 $ 2,466.86 $ 747.53 $ 6,952.07 $ 19,640.23$ 24x2x13 005 Mckinley Piccad illy PG 1 of 2 8,222.88$ 18,546.33 $ 9,045.17 $ 747.53 $ 9,568.44 $ 46,130.36$ 50x5x13 006 Mckinley Piccad illy PG 2 of 2 8,222.88$ 18,546.33 $ 9,045.17 $ 747.53 $ 9,493.69 $ 46,055.61$ 50x5x13 007 Mckinley FANG PG 3 5,606.51$ 2,389.62 $ 2,466.86 $ - $ 7,699.61$ 18,162.60$ 25x1x13 008 Carmen Ave. - Page 1 5,606.51$ 1,365.50 $ 2,466.86 $ 747.53 $ 7,500.26 $ 17,686.67$ 10x1x13 009 Mckinley Ave. - Page 2 5,606.51$ 1,365.50 $ 2,466.86 $ 747.53 $ 7,500.26 $ 17,686.67$ 10x1x13 010 Item 010 -$ - $ - $ - $ - $ -$ 011 Item 011 -$ - $ - $ - $ - $ -$ 012 Item 012 -$ - $ - $ - $ - $ -$ 013 Item 013 -$ - $ - $ - $ - $ -$ 014 Item 014 -$ - $ - $ - $ - $ -$ 015 Item 015 -$ - $ - $ - $ - $ -$ -$
Total Base Items 247,699.32$
COMMENTS AND EXCLUSIONS BELOW
Unless other wise noted above; NO Permits, Fees of Any Kind, Bonds Unless other wise noted above; NO Changing Elevations of Drainage Unless other wise noted above; NO Hazardous Material Handling Unless other wise noted above; NO ENGINEERING (layout staking by a licensed surveyor) Unless other wise noted above; NO Testing of Any Kind
Unless other wise noted above; Normal Working Hours
Unless other wise noted above; NO Erosion control
Unless other wise noted above; NO Temporary Toilets
Unless other wise noted above; NO Overtime or Double labor cost included Unless other wise noted above; NO Utility work, relocation and capping Unless other wise noted above; NO Design (a document drawing must be furnish prior to start of work ) Unless other wise noted above; NO Construction water
Unless other wise noted above; NO Over-excavation of soft soil areas and import fill Unless other wise noted above; NO Inspection or Related Fees Unless other wise noted above; NO Dewatering
Unless other wise noted above; NO Engineering
Unless other wise noted above: NO Work of specification section not specifically noted Unless other wise noted above; NO Finish sub-grade compaction Unless other wise noted above ; NO Waiver Of Subrogration Insurance Unless other wise noted above ; NO Builders Risk or Railroad Insurance Unless other wise noted above ; NO Liquidated Damages
Unless other wise noted above ; NO Participation In On OCIP
MJ AVILA COMPANY INC
7258 W RIALTO AVE
FRESNO CA 93723
O: (559) 846-7601 F: (559) 846-7610
1 247,699.32
-66,349.93
$181,349.39