HomeMy WebLinkAboutContracts & Agreements_165-2016 AMENDMENT NO. 1 TO
CONTRACT NO. 15-1001047
MEMORANDUM OF UNDERSTANDING
BETWEEN THE
SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION,
AND THE CITY OF REDLANDS,
FOR THE REDLANDS PASSENGER RAIL PROJECT
This AMENDMENT No. 1 to Contract No. 15-1001047, a Memorandum of Understanding, is
made and entered into by and between the San Bernardino County Transportation Commission
("SANBAG"), and the City of Redlands ("CITY"). (SANBAG and CITY are each a "Party" and
collectively "Parties"). The Effective Date of this AMENDMENT shall be the date upon which
SANBAG executes this AMENDMENT.
RECITALS
WHEREAS, SANBAG and CITY entered into a Cooperative Agreement (SANBAG
Contract No. 97-026) October 1, 1996, addressing the roles and responsibilities of the Parties for
the implementation of a Passenger Rail Station ("STATION") located in City's downtown area,
including but not limited to the requirement that the CITY shall contribute $500,000 toward the
construction of the STATION; and
WHEREAS, SANBAG and CITY entered into a Memorandum of Understanding
(Contract No. 15-1001047) on February 12, 2015, addressing the roles and responsibilities of the
Parties for the implementation of the Redlands Passenger Rail Project ("PROJECT"); and
WHEREAS, the Memorandum of Understanding provides for the potential that CITY
may request SANBAG include PROJECT betterments in the PROJECT design and construction
with the cost sharing for betterments being negotiated in good faith on a case-by-case basis; and
WHEREAS, CITY has requested SANBAG incorporate station betterments
("BETTERMENTS") above the PROJECT's standard station design criteria for the STATION;
and
WHEREAS, SANBAG is responsible for implementation of the PROJECT and has
received environmental approval through a single Environmental Impact
Statement/Environmental Impact Report (EIS/EIR) document, in a manner that addresses the
requirements of both the Federal National Environmental Protection Act (NEPA) and the
California Environmental Quality Act (CEQA) in March 2015 and has obtained or intends to
obtain the necessary clearances, permits, authorizations, and funding to perform the engineering,
design, and construction necessary to complete the PROJECT.
NOW,THEREFORE, it is mutually understood and agreed to by the Parties as follows:
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ARTICLE T: TERMS & CONDITIONS
The Parties agree that the above referenced RECITALS are true and correct in all respects and
shall constitute a substantive part of this AMENDMENT and are incorporated herein by this
reference.
The Parties agree that the BETTERMENTS are station features that are in addition to the
STATION described in the Cooperative Agreement, SANBAG Contract No. 97-026, and CITY's
responsibilities to pay for the BETTERMENTS are in addition to CITY contributions for the
STATION also described in the Cooperative Agreement, SANBAG Contract No. 97-026.
SANBAG will support CITY's desired BETTERMENTS provided these BETTERMENTS:
A. Are mutually agreed-upon by both SANBAG and CITY;
B. Are cost-neutral to SANBAG;
C. Do not diminish or conflict with SANBAG's design criteria with regards to safety,
security, and platform height;
D. Are consistent with all applicable state, federal, local, and industry regulations codes and
standards including but not limited to, the Americans With Disabilities Act (ADA),
National Fire Prevention Association (NFPA), the American Public Transportation
Association (APTA), the California Public Utilities Commission (CPUC), the Federal
Railroad Administration (FRA), and the Federal Transit Administration (FTA);
E. Do not require additional right-of-way acquisitions;
F. Do not conflict with the PROJECT's approved EIS/EIR document and do not require
additional environmental analysis;
G. Are designed by SANBAG's engineering and design contractors, managed directly by
SANBAG; and
H. Are defined in a timely manner and do not delay SANBAG's ability to advertise for
construction bids as defined in Exhibit"1-A".
ARTICLE 2: FUNDING
DESIGN COSTS
SANBAG agrees to fund the design of the STATION to the extent of the cost of a standard
PROJECT station as defined in the PROJECT design criteria. The standard design costs are
already accounted for in the SANBAG's contract for final design. The CITY will fund all costs
related to the design of the BETTERMENTS requested by CITY.
The CITY has allocated an amount not-to-exceed $150,000 for the design of the
BETTERMENTS. These design costs are above and beyond SANBAG's budget for the design of
a standard PROJECT station, including the station canopies, which are depicted in Exhibit "1-B".
As the design of the BETTERMENTS proceeds, SANBAG will invoice CITY for the
BETTERMENT design costs incurred by SANBAG and CITY shall reimburse SANBAG within
30 days of receipt of invoice.
15-1001047-01 Page 2 of 6
SANBAG shall inform CITY when$120,000 of the allocated $150,000 has been expended and
the need for additional funding beyond the $150,000 allocated. If CITY determines additional
funding will be provided to complete the BETTERMENTS, CITY will provide SANBAG
written notice of an additional amount to be allocated towards the design of the
BETTERMENTS. If CITY determines no additional funds will be allocated towards the design
of the BETTERMENTS, SANBAG shall reserve the right to stop design of the BETTERMENTS
once the $150,000 allocation is expended. If design of BETTERMENTS are not complete at the
time the $150,000 allocation is expended, CITY shall reimburse SANBAG for any additional
costs to SANBAG of redesigning the plans to eliminate the uncompleted BETTERMENTS from
the design.
CONSTRUCTION AND CONSTRUCTION COSTS
During the design process, an engineer's estimate will be prepared by SANBAG and its
consultants showing the estimated cost of construction of the identified BETTERMENTS prior
to advertising for construction bids. Prior to SANBAG advertising the PROJECT for
construction bids, CITY and SANBAG will enter into a separate construction agreement relating
to the BETTERMENTS for the STATION, where the CITY shall commit to funding the
construction of, and construction-related services for, the BETTERMENTS, which will be in
addition to the $500,000 to be contributed by the CITY for the PROJECT as specified in
Cooperative Agreement, SANBAG Contract No. 97-026. CITY may elect not to proceed with
the BETTERMENTS based upon the engineer's estimate. If CITY elects not to proceed with
construction of the BETTERMENTS, CITY shall provide written notification to SANBAG of
such election within ten (10) business days of receiving the engineer's estimate and will
reimburse SANBAG for any additional cost to SANBAG of redesigning the plans to eliminate
the BETTERMENTS.
ARTICLE 3: RESPONSIBILITIES OF SANBAG
SANBAG agrees to the following responsibilities:
A. Act as the lead agency for the PROJECT and shall manage, administer, coordinate, and
oversee all work related to it, including design of the agreed upon BETTERMENTS as
identified in SANBAG approved contracts;
B. Monitor all elements related to the BETTERMENTS to ensure schedules, quality, and
budget goals are met, including proper identification of the construction bid items related
to the BETTERMENTS in the PROJECT advertisement for construction bids;
C. Comply with all notice, funding, reporting, and other obligations it may have under
Article 2 above, including providing reasonable backup documentation for reports and
invoices;
D. Notify CITY in writing of any potential budgetary changes of the BETTERMENTS
within 30 days of identifying and confirming these changes; and
15-1001047-01 Page 3 of 6
E. Submit to CITY the 60%, 90%, and 100% BETTERMENTS design packages for review
and comments and provide a timely written response to any comments formally received
by CITY.
ARTICLE 4: RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities:
A. Provide to SANBAG written requests for services to be performed by SANBAG or their
design contractors under this Agreement, including conceptual examples of the
STATION BETTERMENTS;
B. Comply with all notice, funding, reporting, and other obligations it may have under
Article 2 above;
C. Pay for all costs incurred by SANBAG in an amount not-to-exceed $150,000 up to the
termination date should this AMENDMENT be terminated in accordance with Article 6 —
Additional Provisions, Section A; and
D. Provide all comments on the 60%, 90%, and 100% BETTERMENT design submittals in
writing within fourteen (14) calendar days of receipt.
ARTICLE 5: AUDIT & INSPECTION
SANBAG shall maintain a complete set of records in accordance with generally accepted
engineering, design and accounting principles. Upon reasonable notice, SANBAG shall permit
representatives of CITY to inspect and audit all work, material, payroll,books, accounts, and
other data and records related to the BETTERMENTS for a period of five (5) years after final
payment or until any on-going audit is completed.
ARTICLE 6--ADDITIONAL PROVISIONS
A. This AMENDMENT shall continue until terminated as provided below:
a. Voluntary or involuntary transfer or assignment by either Party hereto without the
consent of the other Party of any of the rights, titles, or obligations set forth in this
AMENDMENT;
b. Mutual agreement of the Parties to terminate this AMENDMENT;
c. Any default or breach of the AMENDMENT by either Party which has not been
cured within thirty (30) days after notice of such default by the other Party, or such
later time as is reasonably necessary if the default cannot be cured within such thirty
(30) day period.
B. Notwithstanding paragraph A above, this agreement shall be terminated upon thirty (30)
days written notice by SANBAG to CITY, without liability of any kind on the part of
SANBAG, in the event that:
15-1001047-01 Page 4 of 6
a. The PROJECT or STATION is, for any reason whatsoever, either not funded or
defended by SANBAG or by any funding source upon which SANBAG relies for
funding for the project;
b. Any necessary governmental approval, permit or authorization for either the
PROJECT or the STATION is denied, withheld or revoked, including any such action
by SANBAG's Board of Directors; or
c. Construction of the PROJECT or the STATION is enjoined or otherwise prevented
by order of any court or government agency having jurisdiction. In such a case,
SANBAG shall have no further obligation or liability, including reimbursement of
funds received from CITY for the design of the BETTERMENTS under this
AMENDMENT.
15-1001047-01 Page 5 of 6
IN WITNESS WHEREOF, the Parties have executed this AMENDMENT No. I below,
SAN BERNARDINO COUNTY CITY OF REDLANDS
TRANSPORTATION COMMISSION
By: Z�
Raymon,d/Wolfe Paul W. Foster, Mayor
SANBAG Executive Director City of Redlands
Date: �-ILLLI�l Date
Attest:
By:
Sam Irwin, City Clerk
Date:
APPROVED AS TO APPROVED AS TO FORM:
By: By:
Eileen Monaghan Teichert Daniel J. Mc ugh.
General Counsel City Attorney
Date: f Date:
CONCURRENCE-
By:
JeffeAf, I
Procurement Manager
15-1001047-01 Page ot 6
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15-1001047-01
EXHIBIT I-A
PROJECT SCHEDULE
Milestone Date
Environmental CIearance March 2015
Begin Design November 2015
60% Design Submittal December 2016
90% Design Submittal April 2017
100% Design Submittal May 2017
Invitation to Bid for Construction August 2017
Begin Construction April 2018
End Construction May 2020
15-1001047-01