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HomeMy WebLinkAbout1991 Atas. Mutual Water Co. AGREEMENT BETWEEN AGENCY AND CITY This agreement is made upon the date of execution, as set forth below, by and between Atascadero Mutual Water Company, a Corporation, hereinafter referred to as "Agency", and the City of Atascadero, California, a Municipal Corporation, hereinafter referred to as "City" . The parties hereto, in consideration of the mutual covenants contained herein, hereby agree to the following terms and conditions: 1. 00 GENERAL PROVISIONS 1. 01 TERMS OF AGREEMENT: This agreement will become effective on the date of execution set forth below, and will continue in effect until termination as provided herein. 1. 02 TERM OF WORK: All work must be completed 72 hours after it commences. 1. 03 OTHER PARTIES: All terms of this agreement apply to any consultant, contractor or other agent performing work for the Agency under this agreement. 1. 04 GENERAL: This agreement sets forth provisions for the drilling of up to two test holes for water supply, the first on the lower portion of the lot and the second on the upper portion of the lot. Said lot is located on Sycamore road and has A.P.N. 28-092-09. See exhibits A,B,C and D. 2.00 OBLIGATIONS OF AGENCY 2 . 01 WORKER'S COMPENSATION AND OTHER EMPLOYEE BENEFITS: City and Agency intend and agree that agency is an independent Agency and agrees that Agency and Agency's employees and agents have no right to worker's compensation and other employee benefits from City. If any worker insurance protection is desired, Agency agrees to provide worker's compensation and other employee benefits, where required by law, for Agency's employees and agents. Agency agrees to hold harmless and indemnify City for any and all claims arising out of any claim for injury, disability, or death of any of Agency and Agency's employees or agents. 2. 02 INDEMNIFICATION. Agency hereby agrees to, and shall, hold City, its elective and appointive boards, officers, agents and employees, harmless and shall defend the same from any liability for damage or claims for damage, or suits or actions at law or in equity which may allegedly arise from Agency's or any of Agency's employees' or Agents operations by Agency or by any one or more persons directly or indirectly employed by, or acting as agent for, Agency; provided as follows: r a. That the City does not, and shall not, waive any rights against Agency which it may have by reason of the aforesaid hold-harmless agreement, because of the acceptance by City, or the deposit with City by Agency, or any of the insurance policies hereinafter described. b. That the aforesaid hold-harmless agreement by Agency shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations or Agency or any agent or employee of Agency regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 2.03 INSURANCE. Agency and Agency's Agent shall not commence work under this contract until she/he shall have obtained all insurance required under this section and such insurance shall have been approved by City as to form, amount and carrier: a. Public Liability and Property Damage Insurance. Agency shall take out and maintain during the life of this contract such public liability and property damage insurance as shall protect City, its elective and appointive boards, officers, agents and employees, and Agency and any Agents or employees performing work covered by this contract from claims for damages for personal injury, including death, as well as from claims for property damage which may arise from Agency, whether such operations be by Agency or by anyone directly or indirectly employed by Agency, and the amount of such insurance shall be as follows: (1) Public Liability Insurance In an amount not less than $300, 000 for injuries, including, but not limited to death, of any one person and, subject to the same limit for each person, in an amount not less than $300, 000 on account of any one occurrence; (2) Property Damage Insurance. In an amount of not less than $300, 000 for damage to the property of each person on account of any one occurrence. (3) Comprehensive Automobile Liability. Bodily injury liability coverage of $300, 000 for each person in any one accident and $300, 000 for injuries sustained by two or more persons in any one accident. Property damage liability of $300, 000 for each accident. (4) Worker's Compensation Insurance. In the amounts required by law as set forth in Section 2 . 01 above. b. PROOF OF INSURANCE Agency shall furnish City, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required, and adequate legal assurance that each carrier will give City at least thirty (30) days' prior notice of the cancellation of this contract. This certificate or policy of liability insurance shall name City as an additional insured with the Agency. 3 . 00 TERMINATION OF AGREEMENT 3 . 01 TERMINATION ON NOTICE: Notwithstanding any other provision of this agreement, any party hereto may terminate this agreement, at any time,without cause by giving at least 30 days prior written notice to the other parties to this agreement. 3 . 02 TERMINATION ON OCCURRENCE OF STATED EVENTS: This agreement shall terminate automatically on the occurrence of any of the following events: (1) Bankruptcy or insolvency of any party; (2) The end of the thirty (30) days as set forth in Section 3 .01. ; (3) Assignment of this agreement by Agency without the consent of the City. 3 . 03 TERMINATION BY ANY PARTY FOR DEFAULT OF CONTRACT: Should any party default in the performance of this agreement or materially breach any of its provisions, a nonbreaching party, at their option, may terminate this agreement, immediately, by giving written notice of termination to the breaching party. 3 . 04 TERMINATION: This agreement shall terminate on 7/01/91 unless extended as set forth in this Section. The City, with the agreement of Agency, is authorized to extend the term of this Agreement beyond the termination date, as needed, under the same terms and conditions set forth in this Agreement. Any such extension shall be in writing and be an amendment to this Agreement. 4. 00 SPECIAL PROVISIONS 4.00 NOISE, DUST AND DEBRIS: Agency and Agency's Agents shall conduct and carry out work in such a manner as to avoid unnecessary inconvenience and annoyance to the general public and occupants of neighboring property. In the performance of the work, the Agency shall take appropriate measures to reduce, to the fullest possible extent, noise, dust and unsightly debris. 4. 01 NOISE CONTROL: The noise level from all operations, shall not exceed 86 dbA at a distance of 50 feet. This requirement shall in no way relieve any responsibility for complying with local ordinances regulating noise levels. Said noise level requirements shall apply to all equipment at the work site or related to the work at the site. 4. 02 HOURS OF WORK: The hours of work shall be limited to the period of time between 8:00 a.m. and 5:00 p.m. , Monday thru Friday. 4. 03 PRESERVATION OF PROPERTY: Due care shall be exercised to avoid injury to existing improvements of facilities, utility facilities, adjacent property and trees, shrubs and other plants. Agency shall provide and install suitable safeguards, approved by the City, to protect such objects from injury or damage. If such objects are injured or damaged by reason of the Agency's operations, they shall be replaced or restored in kind at the Agency's expense. In no case shall trees be removed. 4. 04 TEST WELL LOCATIONS PRIOR TO BEGINNING WORK: The test well locations shall be determined and identified on Exhibit A and approved by the City prior to beginning work. No other test wells shall be made on the subject property without an amendment to this agreement as set forth in Section 5. 13 . 4 . 05 RETURN OF PROPERTY TO ORIGINAL CONDITION: Agency shall return the real property to the condition it was in, or better, prior to the test wells being drilled unless directed otherwise by the City. 5.00 MISCELLANEOUS 5.01 REMEDIES: The remedies set forth in this agreement shall not be exclusive but shall be cumulative with, and in addition to, all remedies now or hereafter allowed by law or equity. 5. 02 NO WAIVER: This waiver of any breach by any part of any provision of this agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of this agreement. 5. 03 ASSIGNMENT: This agreement is specifically not assignable by Agency to any person or entity. Any assignment or attempt to assign by Agency, whether it be voluntary or involuntary, by operation of law or otherwise is void and is a material breach of this agreement giving rise to a right to terminate as set forth in Section 4 . 03 . 5. 04 ATTORNEY FEES: In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this agreement, or the breach thereof, the prevailing party shall be entitled, in addition to other such relief as may be granted, to reasonable sum and as for attorney fees. 5.05 TIME FOR PERFORMANCE: Except as otherwise expressly provided for in this agreement, should the performance of any act required by this agreement to be performed be prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period of time equivalent to the period of delay will be excused; provided, however, that nothing contained in this Section shall exclude the prompt payment by either party as required under this agreement or the performance of any act rendered difficult or impossible solely cause of the financial condition of the party required to perform the act. 5. 06 NOTICES: Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this agreement or by law to be served on or given to any party to this agreement shall be in writing and shall be deemed duly served and given when personally delivered or in lieu of such personal service when deposited in the United States mail, first-class postage prepaid to the following address for each respective party: PARTY ADDRESS A. City of Atascadero %Public Works Department 6500 Palma Avenue Atascadero, CA 93422 (805) 461-5020 B. Atascadero Mutual %Bob Hamilton Water Company 5005 E1 Camino Real Atascadero, CA 93422 (805) 466-2428 5. 07 GOVERNING LAW: This agreement and all matters relating to this agreement shall be governed by the laws of the State of California in force at the time any need for the interpretation of this agreement or any decision or holding concerning this agreement arises. 5.08 BINDING EFFECT: This agreement shall be binding on and shall insure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this Section shall be construed as a consent by City to any assignment of this agreement or any interest in this agreement. 5. 09 SEVERABILITY Should any provision of this agreement be held by a court of competent jurisdiction or by a legislative or rulemaking act to be either invalid, void or unenforceable, the remaining provisions of this agreement shall remain in full force and effect, unimpaired by the holding, legislation rule. 5. 10 TIME Time is expressly declared to be of the essence of this agreement. 5. 11 DUE AUTHORITY: The parties hereby represent that the individuals executing this agreement are expressly authorized to do so on and in behalf of the parties. 5. 12 CONSTRUCTION: The parties agree that each has had an opportunity to have their counsel review this agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting shall not apply in the interpretation of this agreement of any amendments or exhibits thereto. The captions of the sections are for convenience and reference only, and are not intended to be construed to define or limit the provisions to which they relate. 5. 13 AMENDMENTS: Amendments to this agreement shall be made only with the mutual written consent of all of the parties to this agreement. Executed on the 25th day of June 1991 at Atascadero, California. CITY: AGENCY: CITY OF ATASCADERO, ATASCADERO MUTUAL WATER COMPANY a municipal corporation a corporation BY: BY: lJ� r ROBERT B. LILL FRANK Pt,ATZ Mayor President ATT/EST: YEA RABOI IN City Clerk APPROVED AS TO CONTENT: GREG LUKE Director of Public Works APPROVED AS TO FORM: ART ER 140NIIA ON City Attorney all' s lAd "w; � f 7 a Am It Wrap- 840 rrf o r �rM�:!i � ��.�► �!�� �►►t`�, ,S•+� •'�'tel" � ��-�:✓►��. i AL Plan r✓ m r INN vok jaw �low ` ; 10 pm. gill MII PK ug �� i�sll� � + ''` 1■ Lw adiMl mom 010 SOON Ai MA ME —"'_- _ �r..` - - - - - - - �.�-••��yt►tii>tnl �1t/AUX ��!��� MAY-16-'91.7HU 09:X16 I D:CITY OF ATASCADERO TEL NO,:805..461-0606,_._. _ #9T3 ROG EXHIBIT, B A.P.N. MAp CITY OF ATASCADERO r -7 SURPMS PROPERTY SALE COMMUNITY DEVELOPMENT SYCAMORE g w DEPARTMENT .06 p z `� whci r �. ° s rr� 1p to _ P� �, 4 c , MAY-16, '91 •lU 09:46 ID:CITY OF ATASCADERO TEL N0:805 461-0606 9978 P09 CITY OF ATASC.A�DERO EXHIBIT C 1wLWIUM M L FLAN C SURPLUS RoPXRTy COMMUNITY DEVELOPMENT SYCAMOREpR= SALE DEPARTMENT �� •�� ,`. ti'. . , ,pis 0 An SITE 1.y�!'i•w y�,,;E i ,. .���. �►• '�- � �1';�, :,�.'�iy•t �v i, �-•• S„�"��..? r ;. r.}R';+�F �, •Kra :. MAO •xr1 Ilk it •' Ar _ _ hIAY-1b-191 % U 09:47 ID:CITY OF ATASCADERO TEL NO:805 461-0606 #1978 P10 . 'EXHIBIT D INUNDATION.-N- CITY OF ATASCADE&No PLAN COW. COMMUNITY DEVE ,(1ENT SURPLUS PROPERTY SALE SYCAMORE ROAD' DEPARTMENT � �1 ,j 4 �T✓�W' 4.�a.l•.I.�•r+1��1 v�w,�`'�e.�1, •i a �Atm PON .�• ���"�"ll���'' � tel`.�-]"��'� �~ 1� •At � • ^ ,jam, "'�. 4 /•". + ,y � tis' �'�' � i�%r � �*,!f,. ` '� �r�M;+ 1 ,� •, .r,� . ` i� �t, 4.7 : ( '+''♦t4.? 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