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CONTRACT 6275 OtherAgreement No. 6275 IMPROVEMENT AND MAINTENANCE COOPERATION AGREEMENT This Cooperation Agreement ("Agreement"), made and entered into this 16th day of February, 2022 by and between the CITY OF EL SEGUNDO, a municipal corporation in the County of Los Angeles (hereinafter referred to as "EL SEGUNDO") and the CITY OF HAWTHORNE, a municipal corporation in the County of Los Angeles (hereinafter referred to as "HAWTHORNE"). WITNESSETH WHEREAS, EL SEGUNDO and HAWTHORNE propose to construct railroad crossing improvements on the following segments which are jurisdictionally shared between EL SEGUNDO and HAWTHORNE: Segmen.--_������� ........... -.. .........Scope ofWork ..m,,,,�....v..........., -....- .... Jurisdiction Shared Union Pacific Railroad Remove asphalt crossing City of El Segundo (34' to Crossing on Aviation surface, remove and 40 feet), City of Hawthorne Boulevard between El install new track (rail & (40 feet) and Union Pacific Segundo Boulevard and 135ih ties), install new concrete Railroad (80 feet) Street (the "Site") pads and asphalt approaches, remove and replace sidewalk, install ADA ramps, remove and replace street striping WHEREAS, the entire scope of work will consist of removal of asphalt crossing surface; removal of existing and replacement of new track (rail & ties) the full width of the crossing; installation of approximately 88' of new concrete crossing pads; construction of sidewalks and ADA ramps; cold planing and installation of new asphalt approaches; and all other work necessary to complete the improvements (hereinafter referred to as "the Project"); and WHEREAS, the Project is within the geographical boundaries of EL SEGUNDO and HAWTHORNE, as shown on the Railroad Location Print, marked Exhibit "A" and specified in the Detailed 'Print marked Exhibit "A-1," each hereto attached and hereby made a part hereof; and WHEREAS, UNION PACIFIC RAILROAD (hereinafter referred to as "UPRR") has right of way prior to both HAWTHORNE and EL SEGUNDO; and WHEREAS, HAWTHORNE is willing to perform or cause to be performed the final engineering, including environmental documentation, construction inspection and engineering, materials testing, right-of-way engineering, final design, construction survey and contract administration for the Project; and Page 1 of 11 Agreement No. 6275 WHEREAS, Cost of the Project (as defined herein) is currently estimated to be Two Hundred Thirteen Thousand, Six Hundred Seventy Four and 00/100 Dollars ($213,674), as set forth in the Material and Force Account Estimate provided by UPRR and dated on June 14, 2021, marked Exhibit "B," hereto attached and hereby made a part hereof, with HAWTHORNE'S estimated share being One Hundred Six Thousand, Eight Hundred Thirty -Seven and 00/100 Dollars ($106,837) and El SEGUNDO'S estimated share being One Hundred Six Thousand, Eight Hundred Thirty -Seven and 00/100 Dollars ($106,837); and WHEREAS, EL SEGUNDO and HAWTHORNE are willing to finance their respective shares of Cost of the Project within their respective Jurisdictions; and WHEREAS, prior to any demolition or construction occurring in either EL SEGUNDO or HAWTHORNE's right-of-way, Hawthorne's contractor shall verify again the total construction Cost and approval must be given in advance by each City for any amount that exceeds the agreed -upon $106,837 cost for each; and WHEREAS, EL SEGUNDO and HAWTHORNE are willing to finance their respective shares of Cost of the Project within their respective Jurisdictions; and NOW, THEREFORE, in consideration of the mutual benefits to be derived by EL SEGUNDO and HAWTHORNE and of the promises herein contained, it is hereby agreed as follows: DEFINITIONS; A. "Jurisdiction" as referred to in this Agreement shall be defined as the area within the geographical boundaries of EL SEGUNDO and HAWTHORNE, respectively. B. "Construction Cost" as referred to in this Agreement shall consist of the Costs of Construction Contract (as defined below), contract administration, construction survey, construction engineering and inspection, final signage and striping, traffic detour, utility engineering and relocation, material testing, changes and modifications of plans and specifications necessitated by unforeseen or unforeseeable field conditions encountered during construction of the Project, and all other work and materials necessary to construct the Project in accordance with the approved Exhibit A and approved Exhibit A-1 and specifications and shall include current base salaries, prevailing wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the above mentioned items. C. "Cost of Preliminary Engineering" as referred to in this Agreement shall consist of the costs of environmental documentation and approvals/ permits; design survey, traffic report and geometric investigation; right-of- way engineering; materials reports, preparation of plans, specifications, and cost estimates; utility engineering; and all other necessary work prior to Page 2 of 11 Agreement No. 6275 N 3 advertising of the Project for construction bids and shall include current base salaries, prevailing wages, and equipment costs to cover overhead, administration, and depreciation in connection with any and all of the above mentioned items. D. "Cost of Construction Contract" as referred to in this Agreement shall consist of the total of payments to the construction contractor(s) for the Project and the total of all payments to utility companies or contractor(s) for the relocation of facilities necessary for the construction of the Project. E. "Cost of the Project" as referred to in this Agreement shall consist of the Cost of Final Engineering and the Construction Cost, right-of-way clearance matters, and all other work necessary to complete the Project in accordance with the approved plans and specifications and shall include current base salaries, prevailing wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the above mentioned items. Union Pacific Railroad forces shall construct on their right-of-way. Hawthorne's maintenance contractor shall construct in Hawthorne and El Segundo's right-of-way. Contractor to be determined. LIST OF EXHIBITS: Exhibit A Railroad Location Print Exhibit A-1 Detailed Print Exhibit B Material and Force Account Estimate Exhibit C Project Site Maintenance Terms and Requirements EL SEGUNDO AGREES: A. To finance EL SEGUNDO'S jurisdictional share of Cost of the Project, the actual amount of which is to be determined by the final accounting, pursuant to paragraph 5.a., below. B. To grant to HAWTHORNE, at no cost to HAWTHORNE, rights to enter any temporary right-of-way that EL SEGUNDO owns or has an easement for that is necessary for the construction of the Project. C. Upon receipt of the invoice and written report showing EL SEGUNDO'S jurisdictional share of the Cost of the Project, EL SEGUNDO will remit the amount owed to HAWTHORNE within 45 days of EL SEGUNDO'S receipt of the invoice. D. Upon receipt of an Encroachment Permit application from HAWTHORNE and approval of construction plans for the Project, to issue HAWTHORNE a no -fee permit(s) authorizing HAWTHORNE to construct those portions of the Project within EL SEGUNDO'S jurisdiction. Page 3 of 11 Agreement No. 6275 E. Upon completion of the Project and its warranty period, to accept full and complete ownership responsibility and to maintain in good condition and at EL SEGUNDO'S expense all improvements constructed as part of the Project within EL SEGUNDO'S jurisdiction within the Site, in accordance with the maintenance requirements set forth in Exhibit . F. To appoint HAWTHORNE to represent EL SEGUNDO in all negotiations pertaining to the advertisement of the Project for construction bids, award, and administration of the construction contract, and in all things necessary and proper to complete the Project. 4. HAWTHORNE AGREES: A. To perform or cause to be performed the engineering, construction contract procurement and administration, right-of-way acquisition and clearance matters, inspection and engineering, materials testing, construction survey, coordinate with and obtain encroachment permit from UPRR, coordinate with utility organizations and owners of substructure and overhead facilities, traffic detour and all other work necessary to complete the Project. B. To finance HAWTHORNE'S jurisdictional share of Cost of the Project, the amount of which is to be determined by a final accounting pursuant to paragraph 5.a., below. C. To obtain EL SEGUNDO'S approval of plans for the Project prior to advertising for construction bids. EL SEGUNDO'S approval may not be unreasonably withheld. D. To advertise the Project for construction bids, award and administer the construction contract, do all things necessary and proper to complete the Project, and act on behalf of EL SEGUNDO in all negotiations pertaining thereto. E. Upon completion of the Project, to maintain in good condition and at HAWTHORNE'S expense, all improvements constructed as part of the Project within HAWTHORNE'S jurisdiction within the Site, in accordance with the maintenance terms and requirements set forth in Exhibit "C." IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: A. The final accounting of the actual total Cost of the Project shall allocate the total cost between EL SEGUNDO and HAWTHORNE based on the location of the improvements and/or work done. Thus, the cost of all work or improvements (including all engineering, administration, and all other costs incidental to any such work or improvement) located within HAWTHORNE'S Jurisdiction shall be borne by HAWTHORNE, and shall constitute HAWTHORNE'S jurisdictional share of the Cost of the Project. The cost of all work or improvements located within EL SEGUNDO'S Page 4 of 11 Agreement No. 6275 Jurisdiction shall be borne by EL SEGUNDO, and shall constitute EL SEGUNDO'S jurisdictional share of the Cost of the Project; and B. During construction of the Project, HAWTHORNE shall furnish an inspector or other representative to perform the functions of an inspector. EL SEGUNDO may also furnish, at no cost to HAWTHORNE, an inspector or other representative to inspect construction of the Project. EL SEGUNDO shall have no obligation to inspect the Project. The inspectors shall cooperate and consult with each other. Hawthorne's inspector shall include the El Segundo inspector in all meetings with the contractor and incorporate all feedback and requests from the El Segundo inspector pertaining to work in the El Segundo right-of-way in their orders to the contractor. The orders of HAWTHORNE inspector to the contractors or any other person in charge of construction shall prevail and be final. C. During construction of the Project, the segment of Aviation Boulevard from El Segundo Boulevard to West 135th Street shall be scheduled on the weekend for two (2) days. D. For the portion of the Project in EL SEGUNDO'S Jurisdiction, HAWTHORNE hereby assigns all of its right, title, and interest to any unlapsed portion of a one-year warranty granted to HAWTHORNE by the construction contractor constructing the Project. EL SEGUNDO agrees to accept the assignment as its sole remedy against HAWTHORNE in connection with defects relating to the Project. E, The parties represent and warrant that all necessary action has been taken by the parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be amended or modified only by mutual written consent of EL SEGUNDO and HAWTHORNE. Amendments and modifications of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works or their delegates. F. Each party shall have no financial obligation to the other party under this Agreement, except as herein expressively provided. G, This Agreement may be executed by EL SEGUNDO and HAWTHORNE on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on the parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, EL SEGUNDO and HAWTHORNE agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. Page 5 of 11 Agreement No. 6275 H. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. Any correspondence, communication, or contact concerning this Agreement shall be directed to the following: City of Hawthorne: City of Hawthorne Public Works Department 4455 West 126th Street Hawthorne, CA 90250 Attn: Alan Leung, Director of Public Works City of El Segundo: City of El Segundo Public Works Department 350 Main Street El Segundo, CA 90245 Attn: Elias Sassoon, Director of Public Works Other than as provided herein, each Party will protect, indemnity, defend and hold harmless the other Party, including its officers, elected and appointed officials, agents and employees from and against any and all claims, demands, causes of action, lawsuits (whether at law, equity or both), proceeding, liabilities, losses damages, expenses, costs (including without limitation reasonable attorneys' fees, costs and expert witness fees), judgments, penalties and liens of every nature arising or claimed to arise, directly or indirectly, from its acts arising from and/or related to this Agreement. K. EL SEGUNDO and HAWTHORNE shall comply with all applicable laws and regulations in the performance of this Agreement. Page 6 of 11 Agreement No. 6275 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, duly authorized, by the CITY OF HAWTHORNE on , 2022, and by the CITY OF EL SEGUNDO on f sfe4W 2022 CITY OF HAWTHORNE CITY OF EL SEGUNDO B B-- ayorr ATTEST: ATTEST: x 4 By: _ By City CI C Clerk APPRO AS TO FO 1 gy C City Atkrney APPROVED AS TO FORM: By: q'1--A11T1-11Vazquez, Deputy City Attorney for City Attorney i Page 7of11 Agreement No. 6275 EXHIBIT "A" RAILROAD LOCATION PRINT d � V indo Blvd r .. City of El Segundo ��1r III I•I� ji it own MEN ME 11 Page 8 of 11 Agreement No. 6275 EXHIBIT "A-1" DETAILED PRINT Page 9 of 11 Agreement No. 6275 EXHIBIT "B" MATERIAL AND FORCE ACCOUNT ESTIMATE s Page 10 of 11 Agreement No. 6275 EXHIBIT "C" PROJECT SITE MAINTENANCE TERMS AND REQUIREMENTS 1. Project improvements must be maintained in good repair and in a neat, clean, operable, and orderly condition. 2. The obligations referenced above in Section 1 include, without limitation, maintenance of pads, sidewalks, ramps, asphalt, curbs, equipment, signage, and striping 3. Graffiti must be removed promptly, but in no instance, any later than 72 hours following written notice of the presence of graffiti in the Site. 4. Should HAWTHORNE or EL SEGUNDO fail to sufficiently maintain the Project improvements in accordance with this Exhibit "C" or Sections 3.E or 4.E of this Agreement, the other party may submit a written notice of default to the other party that identifies the maintenance deficiencies that require remediation. If the defaulting party fails to cure the maintenance deficiency within 10 days of its receipt of the written notice of default, the defaulting party will provide a license for entry onto its portion of the Site to the non -defaulting party to allow the non -defaulting party to remediate the maintenance deficiency. The defaulting party must reimburse the non -defaulting party for any of the latter's reasonable costs in remediating the maintenance deficiency within 30 days of receipt of the non -defaulting party's written demand for payment. 5. The 10-day cure period referenced in the preceding paragraph may be extended by mutual written agreement of HAWTHORNE and EL SEGUNDO. Page 11 of 11