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HomeMy WebLinkAboutContract 1593 AGREEMENT BY AND BETWEEN CITY OF CATHEDRAL CITY AND CITY OF PALM SPRINGS FOR FUNDING THE ENVIRONMENTAL CLEANUP PHASE OF THE EAGLE CANYON DAM CONSTRUCTION BEING COMPLETED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT THIS AGREEMENT ("Agreement") is entered into this 13th day of November, 2013, ("Effective Date"), by and between the City of Cathedral City, a municipal corporation located in the State of California ("CCC") and the City of Palm Springs, a charter city located in the State of California ("CPS"), for the funding of the environmental cleanup phase of the Eagle Canyon Dam Construction ("Project"). RECITALS WHEREAS, CCC and CPS share a common jurisdictional boundary between the two cities in the Eagle Canyon area; and WHEREAS, CCC and CPS entered into a Memorandum of Understanding ("MOU"), dated March 25, 2009, with Riverside County Flood Control and Water Conservation District (RCFCWCD) to jointly fund the environmental cleanup of the Eagle Canyon Dam Construction; and WHEREAS, the term of the MOU was for five years with automatic annual renewals unless a 30-notice is provided by one of the Parties; and WHEREAS, the commencement and completion of the Environmental Cleanup Phase of the Project has occurred within the five year period; and WHEREAS, pursuant to the Agreement, CCC and CPS agreed to "each pay one- half the cost of surface and underground cleanup or debris and hazardous materials in the vicinity of Eagle Canyon Dam"; WHEREAS, an Evaluation of Environmental Cleanup Costs prepared by Earth Systems Southwest and identified in Exhibit B of the MOU estimated the cleanup costs to range from $1.2 million to $1.5 million; WHEREAS, the Environmental Cleanup Phase of the Project is now completed and CCC has been billed and remitted payment in full to RCFCWCD, the lead Agency, in the total amount of$1,193,556.50; and WHEREAS, CCC has now provided supporting documentation to CPS and is requesting reimbursement for the agreed upon one-half the cost of the Environmental Cleanup in the amount of$596,778.25; and WHEREAS, the Riverside Co. Flood Control District has verbally agreed to allow City of Palm Springs to use funds set aside for Master Drainage Plan line 41 to meet its obligation for Eagle Canyon clean up and line 41; NOW, THEREFORE, in consideration of the mutual covenants, obligations and subject to the conditions contained herein, the parties hereto agree as follows: Section 1. Incorporation of Recitals. All of the above Recitals are true and correct and incorporated herein by this reference to the same extent as though set forth in full. Section 2. Obligations. a. CPS agrees to pay to CCC one half the total cost of the Environmental Cleanup Phase of the Eagle Canyon Dam construction project within 30 days of receipt of invoice from CCC including appropriate documentation from RCFCWCD. b. CCC shall invoice CPS not more frequently than monthly. c. CPS's maximum obligation for its share of the Environmental Cleanup Phase costs shall not exceed $588,744.50. Section 3. Notice. a. Any notice, demand, or request either party desires, or is required to give to the other party, or to any other person, shall be in writing and shall be served either personally or sent by first class mail, postage pre-paid, to the following addresses: City of Cathedral City City of Palm Springs 68-700 Ave. Lalo Guerrero P.O. Box 2743 Cathedral City, CA 92234 Palm Springs, CA 92263 Attn: City Manager Attn: City Manager b. Either party may change its address by notifying the other party in writing of the change of address. Notice shall be deemed communicated at the time personally delivered or after seventy two (72) hours from the time of depositing in the U.S. mail, if mailed as provided in this section. Section 4. Integration. This Agreement supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter of this Agreement, and contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except those covenants and agreements embodied in this Agreement. Section 5. Interpretation. This Agreement shall not be interpreted against either party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it. Section 6. Waiver. No waiver shall be binding, unless executed in writing by the party making the waiver, and no waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement. Section 7. Severability. If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein. Section 8. Governing Law. The validity of this Agreement and any of its terms or provisions as well as the rights and duties of the parties under this Agreement shall be construed pursuant to and in accordance with California law. Section 9. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Section 10. Venue. All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California. Section 11. Successors in Interest. This Agreement is and will be binding upon and will inure to the benefit of the parties and their legal successors and assigns. Section 12. Amendments. This Agreement may be supplemented, amended or modified only by the written agreement of the parties. No supplement, amendment or modification will be binding unless it is in writing and signed by both parties. Section 13. Counterparts. This Agreement may be executed in counterparts and shall be deemed to be executed on the last date any such counterpart is executed. Section 14. Authority to Enter Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. Section 15. Captions and Headings. The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading. IN WITNESS WHEREOF, this Agreement has been duly executed by the respective parties hereto by their duly authorized officers as of the date hereinabove first written. APPROVED BY CITY COUNCIL "CCC" "CPS" •a1.\1 au P,b06o CITY OF CATHEDRAL CITY CITY OF PALM SPRINGS ., A California Municipal Corporation A California Charter City - 77J / Ro erick J. Woo Interim City Manager David H. Ready, Ci ager ATTEST: ATTEST: itIlb■ -1 Ai Gary Howell, City Clerk mes Thompson, City Clerk APPROVED AS TO FORM: APPR•VED AS TO FORM: ►/ Jam/ Charles R. Green, City Attorney Doug :s C. Holland, City Attorney