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HomeMy WebLinkAbout11- Development Services ORIGINAL CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Valerie C. Ross, Director Subject: Resolution approving a maintenance agreement with the County of San Bernardino Dept: Development Services for a portion of Waterman Canyon Road not included in the Arrowhead Springs area Date: December 14, 2009 annexation. File No. 12.01-350 MCC Date: December 21, 2009 Synopsis of Previous Council Action: 02-21-2006—Resolution No. 2006-45 was adopted making application to LAFCO for expansion of the City's Sphere of Influence and annexation of the Arrowhead Springs area. Recommended Motion: 1. Adopt Resolution; and 2. Authorize the Director of Finance to amend the FY 2009-2010 CIP Budget in the Street Construction Fund by appropriating $3,500 and increasing reimbursement revenue by $3,500. Valerie C. Ross Contact person: Laszlo "Les" Fogassy Phone: 5026 Supporting data attached: Staff Report/Maps/Res. Ward: 4 FUNDING REQUIREMENTS: Amount: Up to $3,500 to be reimbursed by the County Source: (Acct. No.) 242-362-5504 (Acct. Description) Street Construction Fund Finance: Council Notes: �SOa0/O- ��P Agenda Item No. / / CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Staff Report SUBJECT: Resolution approving a maintenance agreement with the County of San Bernardino for a portion of Waterman Canyon Road not included in the Arrowhead Springs area annexation. BACKGROUND: On February 21,2006, Resolution No. 2006-45 was adopted, making application to the Local Agency Formation Commission(LAFCO) for expansion of the City's Sphere of Influence and annexation of unincorporated territory in the Arrowhead Spring area, generally north of 40`h Street and easterly and westerly of State Highway 18. Approval of this annexation was continued by the LAFCO Commission several times over the past years, due to the issues regarding the extension of water and sewer services to the area. Those issues were recently resolved between the City of San Bernardino Water Department and Campus Crusade for Christ,the owner of Arrowhead Spring and surrounding parcels. On November 18, 2009, LAFCO approved the annexation,with the effective date to be approximately 51 days thereafter. As noted by LAFCO staff in their staff report to the Commission, approximately 900 linear feet of Waterman Canyon Road extends across an unincorporated area. Since the majority of the roadway, extending southerly from the northerly boundary of the annexation will be within City limits, LAFCO imposed a condition that the City and County enter into a maintenance agreement for the City to maintain this portion of Waterman Canyon Road. (See attached map). As stated in the agreement, the County will reimburse the City up to $3,500 per year to carry out the maintenance of the County's portion. Public Services staff have reviewed this proposal and determined that this amount would be adequate to carry out routine annual maintenance. The agreement will be for a term of three years, at which time the City and County will have the option to enter into a new agreement if both parties desire. FINANCIAL IMPACT: Up to $3,500 per year will be reimbursed to the City by the County of San Bernardino during the three year term of the agreement. The FY 2009-2010 CIP will be amended to increase the Street Construction Fund (242-362-5504)by$3,500. RECOMMENDATION: Adopt Resolution. EXHIBITS: Maps Resolution LOCATION OF PROPOSED MAINTENANCE OF OLD WATERMAN CANYON ROAD i f ARROWHEAD SPRINGS ANNEXATION AREAS 41M b�� aiow•rewa i J ____,� CAL-STATE CAN ON= —� 11 UNIVERSITY lg 1 I— 1 Is »MNN•MNM- F ------ No Scale c°• �e�0oii 40th St. 330 O� 6�m Marshall Blvd. ZZA v Highland Ave. 2S9 3 a' Base Line St. w in ° d 9th St a 5th St. ` d Rialto Ave. ' > a f IS Mill St. 171 o c ° ° 210 N m a Orange Show Rd. I° •e • 0 VICINITY MAP CITY OF SAN BERNARDINO PROPOSED MAINTENANCE OF OLD DEVELOPMENT SERVICES DEPARTMENT WATERMAN CANYON ROAD LYING OUTSIDE REAL PROPERTY SECTION OF ANNEXED AREA TO BE MAINTAINED BY THE CITY UNDER A CITY—COUNTY Indicates un—incorporated areas MAINTENANCE AGREEMENT ® within City's Sphere of Influence Created by: Laszlo roga5sy Date: a-19-09 ! ,�! ! , 4 IN \ 0 \ ! � | | 08 } G �a ! 2 / / % \ |§ ; | j e � ■ �� . � ; _ NAT © \ . \| § | ] ! e � d ® _ � | K &z . COPY 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND 3 DIRECTING THE EXECUTION OF AN AGREEMENT WITH THE COUNTY OF SAN BERNARDINO FOR THE MAINTENANCE OF A PORTION OF OLD WATERMAN 4 CANYON ROAD LYING OUTSIDE OF THE AREA ANNEXED TO THE CITY AS 5 ANNEXATION NO. 360 IN THE ARROWHEAD SPRINGS AREA. 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 7 OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. That the City Manager is hereby authorized and directed to execute an 9 Agreement with the County of San Bernardino relative to the maintenance of a portion of Old 10 11 Waterman Canyon Road, a copy of which is attached hereto as Exhibit "1" and made a part 12 hereof, lying outside of the boundaries of the area annexed to the City as Annexation No. 360 in 13 the Arrowhead Springs area,and as depicted on the map attached hereto as Exhibit"2"and made 14 a part hereof. 15 SECTION 2. The authorization to execute this Agreement is rescinded if the parties to 16 the Agreement fail to execute it within ninety(90) days of the passage of this resolution. 17 18 // 19 20 21 22 23 25 26 27 28 /-l1�lo 12/14/09 1 —01 ( RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT WITH THE COUNTY OF SAN BERNARDINO FOR THE 1 MAINTENANCE OF A PORTION OF OLD WATERMAN CANYON ROAD LYING OUTSIDE OF THE 2 AREA ANNEXED TO THE CITY AS ANNEXATION NO.360 IN THE ARROWHEAD SPRINGS AREA. 3 4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a meeting thereof 6 held on the day of 2009, by the following vote, to-wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 ESTRADA 9 10 BAXTER 11 BRINKER 12 SHORETT 13 KELLEY 14 JOHNSON 15 MCCAMMACK 16 17 City Clerk 18 The foregoing resolution is hereby approved this day of _' 2009. 19 20 21 PATRICK J. MORRIS, Mayor Citv of San Bernardino 22 Appr ved as to for 23 n 24 �P_ 'L P'ln J S F. PENMAN, City Attorney 25 26 27 28 12/14/09 2 FOR COUNTY USE ONLY New Vendor Code Dept. Contract Number Change SC Do A _ Cancel County Department Dept. Orgn. Contractors License No. PublicWorks—Transportation TRA TRA County Department Contract Representative Telephone Total Contract Amount County of San Bernardino Brendon Biggs, P.E., Chief (909)387-8166 $ 10,500 F A S Contract Type Revenue M Encumbered Unencumbered Other: STANDARD CONTRACT If not encumbered or revenue contract type,provide reason: Maintenance Agreement Commodity Code Contract Start Date Contract End Date Original Amount Amendment Amount 1-01-2010 12-31-2012 $ $ Fund Dept. Organization Appr. Obj/Rev Source GRC/PROD/JOB No Amount SAA TRA TRA 200 2445 35HJ4342 $ 10,500 Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No Amount Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount Project Name Estimated Payment Total by Fiscal Year Old Waterman Canyon Road FY Amount I/D FY Amount I/D Maintenance 09/10 1,750 1 10/11 3,500 1 11/12 3.500 1 12/13 1,750 1 THIS CONTRACT is entered into in the State of California by and between the County of San Bernardino, hereinafter called ie County, and Name City of San Bernardino hereinafter called CITY Address 300 North "D" Street San Bernardino, CA 92418-0001 Telephone Federal ID No.or Social Secunly No. (909) 384 - 5211 95-6000772 IT IS HEREBY AGREED AS FOLLOWS: WITNESSETH WHEREAS, the City of San Bernardino (hereinafter referred to as "CITY") is annexing a portion of its sphere of influence, as defined in the Local Agency Formation Commission for San Bernardino County ("LAFCO"), Item 3050 (Area 2); and WHEREAS, the maintenance responsibility for the portion Old Waterman Canyon Road in the annexed area will now become the responsibility of the CITY; and WHEREAS, the County of San Bernardino (hereinafter referred to as "COUNTY") desires that the maintenance of the portion of Old Waterman Canyon Road, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian, which will still be within the unincorporated area and under the jurisdiction of the COUNTY, becomes the responsibility of the CITY; and Auditor/Controller-Recorder Use OnI ❑Contract Database 0 FAS Input Date Keyed By EXHIBIT 4" Page 1 of 4 WHEREAS, pursuant to Streets and Highways Code Section 1710, the COUNTY and CITY agree that the . ITY will maintain that portion of Old Waterman Canyon Road that lies within the COUNTY's jurisdiction, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian; and WHEREAS, the funding for the maintenance activities for that portion of Old Waterman Canyon Road, which lies within the unincorporated region and under the jurisdiction of the COUNTY will be from COUNTY road funds; and WHEREAS, the COUNTY and the CITY desire to set forth the responsibilities and obligations of each as they pertain to the maintenance of Old Waterman Canyon Road which lies within the unincorporated region and under the jurisdiction of the COUNTY. NOW, THEREFORE, IT IS MUTUALLY AGREED as follows: 1.0 CITY AGREES TO: 1.1 Maintain the road segment Old Waterman Canyon Road, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian, which lies within the COUNTY's jurisdiction, as indicated on the attached Exhibits "A" and "B" (hereinafter referred to as "COUNTY's portion of Old Waterman Canyon Road"). Said Exhibits are attached and incorporated into this Agreement by this reference. 1.2 Submit to the COUNTY, on a quarterly basis, an itemized accounting and invoice of actual maintenance costs incurred by the CITY due to the maintenance of COUNTY's portion of Old Waterman Canyon Road. In no event shall maintenance costs exceed $3,500 per year without an amendment to this Agreement pursuant to paragraph 3.6. 1.3 Obtain COUNTY's approval prior to commencing any maintenance work that goes beyond routine maintenance. Examples of maintenance work that exceeds routine maintenance include road rehabilitation, retaining wall installation, etc., on the COUNTY's portion of Old Waterman Canyon Road. 1.4 Advertise, award, administer, and initially fund the maintenance work in accordance with the provisions of the California Public Contract Code applicable to counties and require, as well as enforce, CITY's contractors to comply with all applicable laws and regulations, including Labor Code sections 1720 et seq. and 1770 et seq. that concern the payment of prevailing wages. CITY shall indemnify, defend (with counsel reasonably approved by COUNTY), and hold harmless COUNTY and its officers, employees, volunteers, and agents from any and all claims, actions, losses, damages, and/or liability arising out of CITY'S obligations set forth in this paragraph. 1.5 Comply with any applicable CEQA requirements as well as completing the required CEQA documents. 1.6 Accept all payments from COUNTY via electronic funds transfer (EFT) directly deposited into the CITY's designated checking or other bank account. The CITY shall promptly comply with directions and accurately complete forms provided by COUNTY required to process EFT payments. 2.0 COUNTY AGREES TO: 2.1 Permit the CITY to maintain the road segment of Old Waterman Canyon Road, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian, which lies within the unincorporated region and under the jurisdiction of the COUNTY. 2.2 Pay to the CITY, on a reimbursement basis, the maintenance costs associated with COUNTY's portion of Old Waterman Canyon Road. In no event shall maintenance costs Old Waterman Canyon Rd maintenance Page 2 Of 4 exceed $3,500 per year without an amendment to this Agreement pursuant to paragraph 3.6. 2.3 The Director of the Department of Public Works shall designate and provide a qualified representative who shall have the authority to discuss and review CITY's request to perform maintenance work that goes beyond routine maintenance work on the COUNTY's portion of Old Waterman Canyon Road. 3.0 IT IS MUTUALLY AGREED: 3.1 The CITY agrees to indemnify, defend (with counsel reasonably approved by COUNTY) and hold harmless the COUNTY and its authorized officers, employee, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of the CITY's performance of CITY's obligations under this Agreement. 3.2 In the event of litigation arising from this Agreement, each Party to the agreement shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s) fees relative to paragraph 3.1. 3.3 The CITY is an authorized self-insured public entity for purposes of Professional Liability, Automobile Liability, General Liability, and Workers' Compensation and warrants that through its program of self-insurance, it has adequate coverage or resources to protect against liabilities arising out of CITY's performance of this Agreement. 3.4 CITY shall require all contractors and vendors working on COUNTY's portion of Old Waterman Canyon Road to have appropriate and adequate insurance coverage for the mutual protection and benefit of the parties. 3.5 This Agreement shall be for a term of three (3) years and shall terminate on December 31, 2012, but may be terminated by either party (with or without cause) upon providing the other party thirty (30) days advance written notice. 3.6 This Agreement contains the entire agreement of the Parties with respect to subject matter hereof, and supersedes all prior negotiations, understandings or agreements. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.7 This Agreement shall be governed by the laws of the State of California. Any action or proceeding between CITY and COUNTY concerning the interpretation or enforcement of this Agreement, or which arises out of or is in any way connected with this Agreement, shall be instituted and tried in the appropriate state court located in the County of San Bernardino, California. 3.8 Time is of the essence for each and every provision of this Agreement. 3.9 Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for any or against any Party. Any term referencing time, days or period for performance shall be deemed work days. The captions of the various articles and paragraphs are for convenience and ease or reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.10 No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.11 If a court of competent jurisdiction declares any portion of this Agreement invalid, illegal,or otherwise unenforceable, the remaining provisions shall continue in full force and effect, unless the purpose of this Agreement is frustrated. 3.12 This Agreement may be signed in counterparts, each of which shall constitute an original. Old Waterman Canyon Rd maintenance Page 3 of 4 THIS AGREEMENT shall inure to the benefit of and be binding upon the successors and assigns of both Parties. IN WITNESS WHEREOF, the Parties to these presents have hereunto set their hands. COUNTY OF SAN BERNARDINO CITY OF SAN BERNARDINO (Print or type name of corporation, company, contractor,etc.) ► By ► Gary C. Ovitt, Chairman, Board of Supervisors (Authorized signature-sign in blue ink) Dated: Name CHARLES E. MCNEELY (Print or Woe name of oerson sionina contract) SIGNED AND CERTIFIED THAT A COPY OF THIS CITY MANAGER DOCUMENT HAS BEEN DELIVERED TO THE Title CHAIRMAN OF THE BOARD (Print or Type) Laura H. Welch Dated: Clerk of the Board of Supervisors of the County of San Bernardino By Address Deputy Approved as to Legal Form Reviewed by Contract Compliance Presented to BOS for Signature ,unty Counsel Department Head Date Date Date i Approved as to form: J ES F. PENMAN, City Attorney i i C Old Waterman Canyon Rd maintenance Page 4 of 4 _ Y Q zo O w o z -r- 0 E Z J z LIJ_ m 0 a z a' z d c O \ z W " LU LU o W O LLI Q M O �\ U Z- ooh W Ay` ZLUa CO LU zz O u r Y Q u Q L— U 2 0 "n Ur =n o z fn co 0 z ^ M a o L.L. O N — 1-- - - O 't oog Q O co co� °' = U Z Cl) Z c� a s w Q �° 0 0 m Z O O " J o 00 U v M (0 J T , 2N . • P . IN. i. IN R 1W. — I 1 I G.l.l G.L 1 I N IU111 1111 t1 l 0 e 0 Po', Pm. 3i n 1 PC,. 2'• _ /T n .' o,.. It A t I I q oow yN mrn u to 00 r OAm p N 1 V p 0 O p J p O A i d °tna eo 0 d I p 0 e i IV E 0 2l ; i ! !> o \ �- � . | i 0 } 2 ` § � = \ Q ��� ~ � I � / � • . || _ • � ! m � � || IlkG ( | ] ! G G d © _ � ( ( EXHIBIT 11211 FOR COUNTY USE ONLY New Vendor Code Dept. Contract Number u!`i`v°Yxp Change �+/+ Cancel SC TRA A � County Department Dept. Orgn. Contractor's License No. PublicWorks—Transportation TRA TRA County Department Contract Representative Telephone Total Contract Amount County of San Bernardino Brendon Biggs, P.E., Chief (909)387-8166 $ 10,500 F A S Contract Type (Revenue R Encumbered nwcumbered her: STANDARD CONTRACT f not encumbered or revenue contract type, rovide reason: ;Maintenance Agreement Commodity Code Contract Start Date Contract End Date Original Amount Amendment Amount 1-01-2010 12-31-2012 $ $ Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No Amount SAA TRA TRA 200 2445 35H14342 $ 10,500 Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount Fund Dept. Organization Appr. Obj/Rev Source GRC/PROD/JOB No. Amount Project Name Estimated Payment Total by Fiscal Year Old Waterman Canyon Road FY Amount I/D FY Amount I/D Maintenance 09/10 1,750 1 10/11 3,500 1 11/12 3.500 1 12/13 1,750 1 THIS CONTRACT is entered into in the State of California by and between the County of San Bernardino, hereinafter called to County, and .name City of San Bernardino hereinafter called CITY Address 300 North "D" Street San Bernardino, CA 92418-0001 Telephone Federal ID No or Social Security No (909) 384 - 5211 95-6000772 IT IS HEREBY AGREED AS FOLLOWS: WITNESSETH WHEREAS, the City of San Bernardino (hereinafter referred to as "CITY") is annexing a portion of its sphere of influence, as defined in the Local Agency Formation Commission for San Bernardino County ("LAFCO"), Item 3050 (Area 2); and WHEREAS, the maintenance responsibility for the portion Old Waterman Canyon Road in the annexed area will now become the responsibility of the CITY; and WHEREAS, the County of San Bernardino (hereinafter referred to as "COUNTY") desires that the maintenance of the portion of Old Waterman Canyon Road, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian, which will still be within the unincorporated area and under the jurisdiction of the COUNTY, becomes the responsibility of the CITY; and Auditor/Controller-Recorder Use Only ❑Contract Database 17 FAS Input Date Keyed By i Page 1 of 4 WHEREAS, pursuant to Streets and Highways Code Section 1710, the COUNTY and CITY agree that the . TY will maintain that portion of Old Waterman Canyon Road that lies within the COUNTY's jurisdiction, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian; and WHEREAS, the funding for the maintenance activities for that portion of Old Waterman Canyon Road, which lies within the unincorporated region and under the jurisdiction of the COUNTY will be from COUNTY road funds; and WHEREAS, the COUNTY and the CITY desire to set forth the responsibilities and obligations of each as they pertain to the maintenance of Old Waterman Canyon Road which lies within the unincorporated region and under the jurisdiction of the COUNTY. NOW, THEREFORE, IT IS MUTUALLY AGREED as follows: 1.0 CITY AGREES TO: 1.1 Maintain the road segment Old Waterman Canyon Road, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian, which lies within the COUNTY's jurisdiction, as indicated on the attached Exhibits "A" and "B" (hereinafter referred to as "COUNTY's portion of Old Waterman Canyon Road"). Said Exhibits are attached and incorporated into this Agreement by this reference. 1.2 Submit to the COUNTY, on a quarterly basis, an itemized accounting and invoice of actual maintenance costs incurred by the CITY due to the maintenance of COUNTY's portion of Old Waterman Canyon Road. . In no event shall maintenance costs exceed $3,500 per year without an amendment to this Agreement pursuant to paragraph 3.6. 1.3 Obtain COUNTY's approval prior to commencing any maintenance work that goes beyond routine maintenance. Examples of maintenance work that exceeds routine maintenance include road rehabilitation, retaining wall installation, etc., on the COUNTY's portion of Old Waterman Canyon Road. 1.4 Advertise, award, administer, and initially fund the maintenance work in accordance with the provisions of the California Public Contract Code applicable to counties and require, as well as enforce, CITY's contractors to comply with all applicable laws and regulations, including Labor Code sections 1720 et seq. and 1770 et seq. that concern the payment of prevailing wages. CITY shall indemnify, defend (with counsel reasonably approved by COUNTY), and hold harmless COUNTY and its officers, employees, volunteers, and agents from any and all claims, actions, losses, damages, and/or liability arising out of CITY'S obligations set forth in this paragraph. 1.5 Comply with any applicable CEQA requirements as well as completing the required CEQA documents. 1.6 Accept all payments from COUNTY via electronic funds transfer (EFT) directly deposited into the CITY's designated checking or other bank account. The CITY shall promptly comply with directions and accurately complete forms provided by COUNTY required to process EFT payments. 2.0 COUNTY AGREES TO: 2.1 Permit the CITY to maintain the road segment of Old Waterman Canyon Road, defined by Government Lot 5 of the Northwest quarter of Section 2, Township 1 North, Range 4 West, San Bernardino Meridian, which lies within the unincorporated region and under the jurisdiction of the COUNTY. 2.2 Pay to the CITY, on a reimbursement basis, the maintenance costs associated with COUNTY's portion of Old Waterman Canyon Road. In no event shall maintenance costs Old Waterman Canyon Rd maintenance Page 2 of 4 exceed $3,500 per year without an amendment to this Agreement pursuant to paragraph 3.6. C 2.3 The Director of the Department of Public Works shall designate and provide a qualified representative who shall have the authority to discuss and review CITY's request to perform maintenance work that goes beyond routine maintenance work on the COUNTY's portion of Old Waterman Canyon Road. 3.0 IT IS MUTUALLY AGREED: 3.1 The CITY agrees to indemnify, defend (with counsel reasonably approved by COUNTY) and hold harmless the COUNTY and its authorized officers, employee, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of the CITY's performance of CITY's obligations under this Agreement. 3.2 In the event of litigation arising from this Agreement, each Party to the agreement shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s) fees relative to paragraph 3.1. 3.3 The CITY is an authorized self-insured public entity for purposes of Professional Liability, Automobile Liability, General Liability, and Workers' Compensation and warrants that through its program of self-insurance, it has adequate coverage or resources to protect against liabilities arising out of CITY's performance of this Agreement. 3.4 CITY shall require all contractors and vendors working on COUNTY's portion of Old Waterman Canyon Road to have appropriate and adequate insurance coverage for the mutual protection and benefit of the parties. 3.5 This Agreement shall be for a term of three (3) years and shall terminate on December 31, 2012, but may be terminated by either party (with or without cause) upon providing the other party thirty (30) days advance written notice. 3.6 This Agreement contains the entire agreement of the Parties with respect to subject matter hereof, and supersedes all prior negotiations, understandings or agreements. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.7 This Agreement shall be governed by the laws of the State of California. Any action or proceeding between CITY and COUNTY concerning the interpretation or enforcement of this Agreement, or which arises out of or is in any way connected with this Agreement, shall be instituted and tried in the appropriate state court located in the County of San Bernardino, California. 3.8 Time is of the essence for each and every provision of this Agreement. 3.9 Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for any or against any Party. Any term referencing time, days or period for performance shall be deemed work days. The captions of the various articles and paragraphs are for convenience and ease• or reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.10 No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.11 If a court of competent jurisdiction declares any portion of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions shall continue in full force and effect, unless the purpose of this Agreement is frustrated. 3.12 This Agreement may be signed in counterparts, each of which shall constitute an original. Old Waterman Canyon Rd maintenance Page 3 of 4 THIS AGREEMENT shall inure to the benefit of and be binding upon the successors and assigns of both Parties. '-rN WITNESS WHEREOF, the Parties to these presents have hereunto set their hands. COUNTY OF SAN BERNARDINO CITY OF SAN BERNARDINO (Print or type name of corporation, company, contractor. etc.) ► By ► Gary C. Ovitt, Chairman, Board of Supervisors (Authorized signature-sign in blue ink) Dated: Name CHARLES E. MCNEELY (Print or Noe name of oerson sianina contract) SIGNED AND CERTIFIED THAT A COPY OF THIS CITY MANAGER DOCUMENT HAS BEEN DELIVERED TO THE Title CHAIRMAN OF THE BOARD (Print or Type) Laura H. Welch Dated: Clerk of the Board of Supervisors of the County of San Bernardino By Address Deputy Approved as to Legal Form Reviewed by Contract Compliance Presented to BOS for Signature ► ► ► mty Counsel Department Head ate Date Date Approved as to form: ES F. 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