HomeMy WebLinkAboutClovis USD - Reimbursement agreement for installation of landscaping at the sugarpine trail undercrossingsCMURRtsm
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REIMBURSEMENT AGREEMENT FOR INSTALLATION OF LANDSCAPING AT THE
SUGARPINE TRAIL UNOERCROBSINGS
THIS AGREEMENT, ENTERED INTO EFFECTIVE ON the %n,u day of
2009, is between the CITY OF FRESNO a California Municipal
Corporation, (referred wherein as "CITY"), and the CLOVIS UNIFIED SCHOOL DISTRICT,
(referred to herein as -DISTRICT').
RECITALS
1. CITY, has received Measure C funds for use in completing the Sugar Pine Trail
improvements along Willow Avenue between Shepherd add Copper Avenues for the
CITY, referred to herein as "PROJECT". Within the Sugar Pine Trail Improvements
there are two tunnel under crossings currently located adjacent to Clovis Unfled and
Slate Community College facilities along Willow Avenue in need of landscape
improvements (referred to herein as the 'IMPROVEMENTS').
2. IMPROVEMENTS include Installation of all landscape Plant Material and
modttication of existing Irrigation system as needed at the two pedestrian under
crossings along Willow Avenue north of Behymer and north of International. CITY as
the lead agency will perform the design, solicdation of a contractor, and completion
of the installation of the IMPROVEMENTS; while the DISTRICT provides cash
reimbursement in the amount of $18,384 to offset costs. These funds were originally
included in the contract to construct and landscape the tunnel under crossings
associated with DISTRICT project R 7A0850036 V Ed IT&L- site Improvements.
Per request by the CITY, the installation of the landscaping plant material portion
was deleted from the connect due 0 long term maintenance concerns by the CITY.
Irrigation was installed as pad of the above noted DISTRICT project and is assumed
to be installed per plan and specifications for sad project. My modification or repair
to the existing irrigation not so installed will be the responsibility of the DISTRICT.
3. The parties hereto intend to define herein the terms and conditions under which
IMPROVEMENTS are to be installed, financed, and maintained.
SECTION
CITY AGREES,
1. To Include IMPROVEMENTS as pad of PROJECT and to accept the DISTRICT
funds of $19,384.00 towards the design antl installation of IMPROVEMENTS, CITY
will Install said IMPROVEMENTS.
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2. To install the IMPROVEMENTS in accordance with plans and specifications of the
CITY, to the satisfaction of the City Engineer
3. To maintain landscape IMPROVEMENTS and inigatidn system.
4. To retain or cause to be retained for audit by government auditors for a period of
three (3) years from date of payment of final voucher, or four (4) years from data of
final payment under the contract, whichever is longer, all records and accounts
relating to installation of the IMPROVEMENTS.
SECTION II
DISTRICT AGREES:
J. The total financial obligation of the DISTRICT for the improvements shall be a lump
sum cost of $19,364 to be paid by DISTRICT to CITY on or before the date of award
of contract. The DISTRICTS share shall be payable to the City of Fresno Public
Works.
2. To facilitate constmction of the IMPROVEMENTS, DISTRICT shall reasonably
cooperate with the City's contractor.
3. It shell be the responsibility of the DISTRICT to verify the irrigation system installed
by the DISTRICT is in good working condition. If the Irrigation system is in need of
repair it shall be the responsibility of the DISTRICT to current before the CITY
commences with the IMPROVEMENTS.
SECTION III
IT 15 MUTUALLY AGREED:
1. All oblgations of CITY under the terms of this Agreement are subject to
constitutional and local law requirements and the allocation of sufficient funding in
each fiscal year by CITY, and grant requirements.
2. Prior to award of the contract for the IMPROVEMENTS, CIT/ may terminate this
Agreement by written notice. In the event of termination following CITY'S receipt of
DISTRICT'S reimbursement payment. CITY shall return payment to DISTRICT.
3. In the pursuit of the installation of IMPROVEMENTS, weld representatives of CITY
and DISTRICT will cooperate and consult with each other.
4, CITY shall indemnity, hold harmless and defend DISTRICT and each of its officers,
officials, employees, agents and volunteers from any and all loss, liability, fines,
penalties, Onfiegures, cosre and damages (whether in contract, tut or strict liability,
including but not limited to personal injury, death at any time and property damage)
Incurred by CITY, DISTRICT or any other person, and from any and all claims,
demands and actions in law or equity (including attorney's fees and litigation
expenses), arising directly or indiredly from the negligent or intentional acts,
omissions or wilful misconduct of CITY or any of Its officers, officials, employees,
agents or volunteers in the performance of this Agreement. This section shall survive
termination or expiration of this Agreement.
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6 DISTRICT shall indemnify, hold harmless and defend CITY and each of its officers,
officials, employees, agents and volunteers from any and all loss, liability, fines,
Penalties. forfeitures, costs and damages (whether In contract, tort or strict liability,
including but not limited to personal injury, death at any time and property damage)
incurred by the DISTRICT, CITY, any other person, and from any and all claims,
demands and actions in law or equity (including attorneys fees and litigation
expenses), arising directly or indirectly from the negligent or intentional act,
omissions or willful misconduct of DISTRICT or any of its officers, oficiat,
employees, agent or volunteers In the performance of this Agreement. This section
shall survive temlinalion or expiration of this Agreement.
8. No alteration or variation of the terms of this Agreement shell be valid unless made
in writing, authorized by and signed by the parties hereto, and no oral understanding
of agreement not incorporated herein shall be binding on any of the parties hereto.
7 This Agreement shall terminate upon completion of construction of and the Cill
acceptance of IMPROVEMENTS installed under the installation contract.
8. Notices. Any notice required or Intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to W duly given R
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid,
return receipt requested, addressed to the party to which notice Is to be given at the
parry's address set forth on the signature page of Ms Agreement or at such other
address as the parties may from time to time designate by written notice. Notices
served by United States mail in the manner above descrbed shall be deemed
sufficiently servetl or given at the time of the mailing thereof.
9. Dlnndin Subject to the Assignment Section below, once this Agreement is signed by
all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and
each parties' respective heirs, successors, assigns, transferees, agent, servant.
employees and representatives.
10 Ass anent. No party to the Agreement may assign or transfer by operation of law
or otherwise, any or all of Its right, duties or obligations hereunder without the prior
written consent of the other party.
11. Waiver. The waiver by ether party of a breach by the other of any provision of this
Agreement shall not constfute a continuing water or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in wring and signed by all parties to this
Agreement Waiver of any one provtion herein shall not per deemed to be a washer
of any other provision herein.
12. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of Me Stale of California, excluding,
however,. any conflict of laws rule which would apply the law of another Jurisdiction.
Venue for purposes of the fling of any action regarding the enforcement or
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interpretation of this Agreement and any rights and duties hereunder shall be Fresno
County, California.
13, Headland. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the Interpretation or meaning of the provisions of this Agreement.
14. Severability. The provisions of this Agreement are severable. The Invalidity or
unenforceability of any one provision in Nis Agreement shall not affect the other
provisions.
15. interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of me parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
10. Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement, the
prevailing party In such proceeding or action shall be entitled to recover from the
other party its reasonable allomey's fees and legal expenses.
17. Exhibits. Each exhibit and attachment referenced In this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
18. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment herelo, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the Exhibit or Attachment. Furthermore, any terns or
conditions contained within any Exhibit or Attachment hereto which purport to modify
the allocation of risk between the parties, provided for within the body of this
Agreement, and shall be null and void.
19. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
20. No Third Party Beneficiaries. The rights, Interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified In the
preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or
hosts the Interest of any thIN parties. Parties are acting as Independent agencies
in pursuit hereol.
21. Extent of Agreement. Each parry acknowledges that they have react and fully
understand the contents of this Agreement. This Agreement and the grant
documents incorporated herein and exhibits herald, represents the entire and
integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written
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or oral. This Agreement may be modified only by written instrument duly authorized
and executed by both CITY and DISTRICT.
CLOVES HPB3D SCHOOL DISTRICT
By
Approved as to form and procedure.
Ii:q Xt RuV41
Br: r ; vnik
Attorney
Cenifie/d aan too poweed/uurto
By: 4a —
Aucau turg Admouscrusor
Clovis unified School District:
Marietta Don tllrlch
1500 Herndon Avenue
Clovis, Ca 93611
F d 9/03/09
CITY OF FRESFD, a municipal corporation
By:
4;r Dirtetoref Poblic Works
Approved as to farm:
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Assoc
Rehecca E. Klisch, City clerk
By s/z9/o9
Deputy
City of Frena
Attention: Scop Mosier
Department of Public Works
2600 Frena Street
Proton, California 93721