HomeMy WebLinkAboutContracts & Agreements_224-2016 COOPERATIVE AGREEMENT NO. 17-1001603
BETWEEN
SAN BERNARDINO COLNT17 TRANSPORTATION AUTHORITY
AND
CITY OF REDLANDS
FOR
PLANNING, PROJECT REPORT AND ENVIRONMENTAL DOCUMENT, PLANS,
SPECIFICATIONS AND ESTIMATE (PS&E), RIGHT-OF-WAY (ROW), AND
CONSTRUCTION PHASES FOR THE ALABAMA STREET AND INERSTATE 10 IN
THE CITY OF READLANDS
I PARTIES AND TERM
A THIS COOPERATIVE AGREEMENT (' Agreement") is made and entered into by and
between the San Bernardino County Transportation Authority (hereinafter referred to as
"AUTHORITY") and the City of REDLANDS (CITY), (AUTHORITY and CITY may be
referred to herein as a"Part}" and collectir ely"Parties'')
B This Agreement shall terminate upon completion of the AUTHORITY's management of the
planning, ems ironrnental, design, right of way (to include both ROW acquisition and utility
relocation work) and construction, or December 31, 2022, whichever is earlier in time, except
that the indemnification provisions shall remain in effect until terminated or modified in
writing, by mutual agreement Should any claims arising out of this Agreement be asserted
against one of the Parties, the Parties agree to extend the fixed termination date of this
Agreement, until such time as the claims are settled, dismissed or paid
II RECITALS
A WHEREAS,CITY intends to improve Alabama Street at 1-10 and Alabama Street Interchange
in the Cite of REDLANDS, and
B WHEREAS, planned operational improvements include widening the existing eastbound and
westbound off ramps as further described in Attachment B, attached hereto and made part of
this Agreement and is defined as the "PROJECT' and
C Vv HEREAS,the PROJECT is identified in the Measure 12010-2040 Expenditure Plan and San
Bernardino Associated Governments (SANBAG) Nexus Study (Nexus Study) prepared by
SANBAG, and approved by the SANBAG Board of Directors on November 2, 2011, and
D WHEREAS, the Parties consider PROJECT to be high priority and are willing to participate
in funding the PROJECT pursuant to the provisions of the Nexus Study and
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E WHEREAS, the Parties wish to enter into this Agreement to delineate roles. responsibilities,
and funding commitments relatii e to the Project Management, Planning, Eng ironmental,
PS&E ROW and Construction activities of the PROJECT
F WHEREAS,the PROJECT is estimated to cost a total of$10,968,000 which includes$330,000
for the AUTHORITY to provide project management services for the Planning,
Environmental, PS&E, ROW, and Construction phases of the Project, and
G WHEREAS, coordination with Caltrans has not occurred to determine the level of
environmental and engineering documents nor have encroachment fees been addressed Costs
based on a low level environmental document and encroachment fees will be addressed in a
future agreement, and
H WHEREAS, the CITY desires AUTHORITY to provide project management sen,lees for the
Planning, Environmental, PS&E, ROW, Construction and Project Closeout phases estimated
at $330 000, and understands it is the sole responsibility of CITY to pay 100% of actual
AUTHORITY project management costs in accordance with AUTHORITY Policy
40005/VFI-34, and
I WHEREAS, the remaining PROJECT cost, aside from AUTHORITY project management
costs, for the Planning, Environmental, PS&E, ROW, Construction and Project Closeout
phases is estimated at $10,638,000 which shall be funded with 50 5% Development Share
funds and 49 5% Public Share funds, as defined by the Nexus Study and the SANBAG
Measure 12010-2014 Strategic Plan
NOW,THEREFORE, the Parties agree to the following
III. AUTHORITY RESPONSIBILITIES
AUTHORITY agrees
A To be lead agency on Project Management Planning Environmental PS&E ROW and
Construction work and to diligently undertake and complete, the Planning, Environmental,
ROW, PS&E. Construction and Project Closeout work on PROJECT, including the selection
and retention of consultants Performance of services under these consultant contracts shall be
subject to the technical direction of the AUTHORITY's Director of Project Delivery, or his
designee, with input and consultation from CITY
B To coordinate with AUTHORITY for first and second level reviews related to property
acquisitions and to provide all support documents necessary for Hearings of Resolutions of
Necessity to be conducted at the AUTHORITY in the event voluntary acquisition is unlikely
C To contribute towards the Planning, Environmental, PS&E, ROW, Construction and Project
Closeout phases of the PROJECT cost an amount not to exceed $5,265,810 as shown in
Attachment A The actual cost of a specific phase may ultimately vary from the estimates
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provide in Attachment A, however, under no circumstances is the total combined
AUTHORITY contribution to exceed $5,265,810 without an amendment to this agreement
D To prepare and submit to CITY an original and two copies of signed invoices for
reimbursement of eligible PROJECT expenses Invoices may be submitted to CITY as
frequently as monthl)
E To establish and maintain an accounting system conforming to Generally Accepted
Accounting Principles (GAAP) to support AUTHORITY's request for reimbursement,
payment vouchers, or invoices which segregate and accumulate costs of PROJECT
Management,Environmental,PS&E,ROW, Construction and Project Closeout%work elements
and produce monthly reports which clearly identify reimbursable costs, matching fund costs,
Indirect cost allocation. and other allowable expenditures by AUTHORITY
F To prepare a final accounting of expenditures_ including a final Invoice for the actual
PROIECT Management, Planning, Environmental ROW' PS&E, and Construction and
project closeout costs The final accounting and Invoice shall be submitted no later than one
hundred and twenty (120) calendar days following the completion of work and shall be
submitted to CITY The Invoice shall include a statement that these PROJECT Rinds were used
in conformance ,N-ith this Agreement and for those PROJECT-specific Planning,
Enviromnnental,PS&E ROW, and Construction work activities
G To cooperate in having a PROJECT-specific audit completed by CITY, at Its option, upon
completion of the PROJECT Plari nmg,Environmental,ROW,PS&E Construction and Project
Closeout work The audit should justify and validate that all funds expended on the PROJECT
,.N-ere used in conformance with this Agreement
H To reimburse CITY for costs that are determined by subsequent audit to be unallowable within
ninety(90)calendar days of AUTHORITY receiving notice of audit findings,which time shall
include an opportunity for AUTIIORITY to respond to and/or resolve the finding Should the
finding not be otherwise resolved and AUTHORITY falls to reimburse monies due CITY
within ninety(90)calendar days of audit finding; or within such other period as may be agreed
between both Parties hereto;the Cities' Council reserves the right to withhold future pa}ments
due AUTIIORITY from any source under CITY'S control
I To include CITY in Project Development Team (PDT) meetings and related communications
on PROJECT progress as well as to protide CITY with copies of PDT meeting minutes and
action items
J To provide CITY an opportunity to review and comment on the Planning, Environmental,
PS&E, ROW and Construction documents
IV CITI RESPONSIBILITIES
CITY agrees
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A To reimburse AUTHORITY for the actual costs incurred estimated at$5,372,190 towards the
Plaluung, Environmental, PS&E, ROW; Construction and Project Closeout phases of the
PROJECT cost and $330 000 for SANBAG management for an amount not to exceed
$5,702,190 as shown in Attachment A The actual cost of a specific phase mai ultimatel} vary
from the estimates provided in Attachment A, howeN er, under no circumstances is the total
combined CITY conte ibution to exceed $5 702,190 without an amendment to this agreement
B To reimburse AUTHORITY within 30 days after AUTHORITY submits an original and two
copies of the signed invoices in the proper form covering those actual allowable PROJECT
expenditures and SANBAG management costs that wrere Incurred by AUTHORITY Invokes
may be submitted to CITY as frequently as monthly
C When conducting an audit of the costs claimed under the provisions of this Agreement to rely
to the maxmlum extent possible on an) prior audit of AUTHORITY performed pursuant to the
provisions of State and Federal laws In the absence of such an audit, work of other auditors
will be relied upon to the extent that work is acceptable to CITY when planning on conducting
additional audits
D To designate a responsible staff member that will be CITY's representative in attending the
PDT meetings, receiving day-to-day communication and reviewing the project documents
E To complete review and proN ide comments on the Planning, Environmental, PS&E, ROW,
Construction and Project Closeout documents within one month of receiving the review
request from AUTHORITY
F CITY's Director of the Municipal Utilities and Engineering Department is authorized to act
on behalf of CITY under this Section of the Agreement
V. MUTUAL RESPONSIBI(LI(TI(ES
The Parties agree
A To abide by all applicable federal, state and local laws and regulations pertaining to the
PROJECT, including policies in the applicable program in the Measure 12010-2040 Strategic
Plan as amended as of the Effective Date of this Agreement ~
B In the event AUTHORITY determines PROTECT Management; Planning, Environmental,
PS&E, ROW and Construction work may exceed the amounts identified in Attaelunent A of
this Agreement, AUTHORITY shall inform CITY of this determination and thereafter the
Parties shall work together in an attempt to agree upon an amendment to the amounts identified
this Agreement In no event; however, shall an), of the Parties be responsible for PROTECT
costs in excess of the amounts identified in this Agreement absent a written amendment that is
approved by all Parties
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C Eligible PROJECT reimbursements shall include only those costs incurred by AUTHORITY
for PROJECT-specific work activities that are described in this Agreement and shall not
include escalation or interest
D In the event that federal funds are used in the Planning,Environmental and/or PS&E phase of
,,N-ork, the PARTIES acknowledge Federal Highway Administration (FHWA) requires that the
PROJECT must progress to a capital phase (ROW or construction) within ten rears or the
federal Raids may be required to be repaid to FHWA Should repayment be required; and is a
result of the PROJECT not progressing by choice, it shall be the responsibility of the PARTY
that determines it is unable to move forward with the PROJECT If it is mutually decided that
the project will not moN e forward then repay anent of an) federal funds used for Public Share
will be the responsibility of the AUTHORITY and any federal funds used for the Local Share
will be the responsibility of the CITY
E Neither AUTHORITY nor any officer, director, employee or agent thereof is responsible for
any injury, damage or liabilit) occurring or arising b) reason of anything done or omitted to
be done by CITY under or in connection with any work, authority or jurisdiction delegated to
CITY under this Agreement It is understood and agreed that; pursuant to Government Code
Section 895 41 CITY shall fully defend, indemnify and save harmless AUTHORITY, its
officers, directors, employees of agents from all claims, suits or actions of every name, Find
and description brought for or on account of injure (as defined by Government Code Section
810 8) occurring by reason of anything done or omitted to be done by CITY under or in
connection with any work, authority or jurisdiction delegated to CITY under this Agreement
F Neither CITY nor any officer director,employee or agent thereof is responsible for any injury,
damage or liability occurring or arising by reason of an)-thing done or omitted to be done by
AUTHORITY and under or in connection with any work, authority or jurisdiction delegated
to AUTHORITY under this Agreement It is understood and agreed that pursuant to
GoN,ernment Code Section 895 4, AUTHORITY shall fully defend indemnify and save
harmless CITY, its officers, directors, employees or agents from all claims. suits or actions of
every name, kind and description brought for or on account of injury (as defined by
Government Code Section 810 8) occurs ing by reason of anything done or omitted to be done
by AUTHORITY under or in connection with any work, authority or jurisdiction delegated to
AUTHORITY under this Agreement
G This Agreement will be considered terminated upon reimbursement of eligible costs by CITY
Notwithstanding any other provision herein, to the extent consistent with the terms and
obligations hereof,any Party may terminate this Agreement at any time,with or without cause,
by giving thirty (30) calendar days written notice to all the other Parties In the event of a
termination, the Party terminating this Agreement shall be liable for any costs or other
obligations it may have incurred under the terms of the Agreement prior to termination
H The Recitals to this Agreement are true and correct and are incorporated into this Agreement
I All signatories hereto warrant that they are duly authorized to execute this Agreement on behalf
of said Parties and that by executing this Agreement, the Parties hereto are formally bound to
this Agreement
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J Except on subjects preempted by federal law, this Agreement shall be governed by and
construed in accordance with the laws of the state of California All Parties agree to follow all
local; state, county and federal laws and ordinances Nvith respect to performance under this
Agreement
R The Parties agree that each Party and any authorized representative, designated in writing to
the Parties, and upon reasonable notice, shall have the right during normal business hours to
examine all Parties financial books and records with respect to this Agreement The Parties
agree to retain their books and records for a period of five (5) years from the later of a) the
date on which this Agreement terminates, or b) the date on which such book or recoil was
created
L If any clause or provision of this Agreement is illegal, invalid or unenforceable under
applicable present or future laws, then it is the intention of the Parties that the remainder of
this Agreement shall not be affected but shall remain in frill force and effect
M This Agreement cannot be amended or modified in any way except in writing, signed by all
Parties hereto
N Neither this Agreement,nor any of the Parties rights,obligations,duties,or authority hereunder
may be assigned in whole or in part by either Parry without the prior written consent of the
other Party in its sole, and absolute, discretion Any such attempt of assignment shall be
deemed void and of no force and effect
O No waiver of any default shall constitute a waiver of any other default 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
P In the event of litigation arising from this Agreement, each Party to this Agreement shall bear
its own costs including attorney(s) fees This paragraph shall not apply to the costs or
attorney(s) fees relative to paragraphs E and P of this Section.
Q This Agreement may be signed in counterparts, each of which shall constitute an original This
Agreement is effective and shall be dated on the date executed by AUTHORITY
R Any notice required, authorized or permitted to be given hereunder or any other
communications between the Parties provided for under the terms of this Agreement shall be
in writing,unless otherwise provided for herein, and shall be served personally or by reputable
courier addressed to the relevant party at the address/fax number stated below
If to AUTHORITY Garry Cohoe
Director of Project DeliN cry
1170 West Third Street, Second Flooi
San Bernardino, CA 92410-1715
Telephone (909) 884-8276
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If to CITY Chas Diggs
Municipal Utilities & Engineering Director
35 Calow Street
REDLANDS, CA 92373
Telephone (909) 798-7698
S There are no third party beneficiaries and this Agreement is not intended and shall not be
construed to be for the benefit of, or be enforceable b). any other person or entity N hatsoever
SIGNATURES ON FOLLOWING PAGE
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SIGNATURE PAGE TO
COOPERATIVE AGREEMENT NO R17-1.001.603
BETWEEN
SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
and CITY OF REDLANDS
SAN BE ARDI 'O COUNTY CITY OF REDLANDS
TRANSPORTAT ON AUTH RITC
By1
Robert L vili d Paul W Foster
President, Board of Directors Mayor, City of Redlands
Date Date
APPROVED AS TO FORM APPROVED AS TO FORM AND
PROCEDURE
B 1/17 Y 7 / By
El een Monaghan Teichert Daniel J McHugh
General Counsel City Attorney
ATTEST:
Sam Irwin., City Clerk
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Attachment A
PROJECT DESCRIPTION
The project fiu7ding is based on a concept that adds Mo turn lanes on both off-ramps adds a right-
turn lane at the eastbound on-ramp, and a southbound right-turn lane at the ivestbound on-ramp
PROJECT FUNDING TABLE
Public Share 495%
Nexus Development Impact Fee Share (DIF Development Share"or"Local Share' ) 50 5%
Phase Estimated Public Share Development
Cost* Share
Project Study Report 5347.000 $171 165 $17.) 235
Project Report and Environmental 5920,000 $46,390 $465,610
Approval
PS&E 5462,000 $228,690 $233,310
Right-of-Way (including Utilities) $36000 $17920 $18 810
Construction and Construction
Management 58,122 000 $4.020,390 $4 101.610
Landscaping Maintenance S749000 $370755 $378 245
$ 0
SANBAG Management Oversight
5330,000 $330,000
Total S10,968000 $5 265 810 $5702 190
Notes Estimated Costs are based on June 2015 feasibility study
*The estimate includes a 3 0% escalation rate compounded annually
PROJECT SCHEDULE
Milestones Estimated Completion Date
Environmental Approval December 2018
Plans, Specifications &Estimate (PSE) December 2019
Right of Way (ROW) December 2019 �
Construction Start June 2020
Completion for Beneficial Use June 2021
Page 9of10
17-1001603
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