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HomeMy WebLinkAboutContracts & Agreements_11-2014COOPERATIVE AGREEMENT NO. R14088 BETWEEN SAN BERNARDINO COUNTY 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 OF THE INTERCHANGE AT UNIVERSITY STREET AND INTERSTATE 10 IN THE CITY OF REDLANDS 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 "AUTHOR"! Y") and the City of REDLANDS (hereinafter referred to as "CITY"), (AUTHORITY and CITY may be referred to herein as a "Party" and collectively "Parties") B This Agreement shall terminate upon completion of the AUTHORITY's management of the planning, environmental, design, right of way (to include both ROW acquisition and utility relocation work), and construction, 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 the Interstate 10 at University Street Interchange in the City of REDLANDS, and B WHEREAS, planned improvements include ramp widening on the Interstate 10 at University Street, including intersection work, turning lanes and striping as further described in Attachment A, attached hereto and made part of this Agreement, and is defined as the "PROJECT" and C WHEREAS, the PROJECT is identified in the Measure I 2010-2040 Expenditure Plan and SANBAG Nexus Study (Nexus Study) prepared by the San Bernardino Associated Governments (SANBAG), and approved by the SANBAG Board of Directors on November 2,2011, and Page 1 of 10 R 14088 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 E WHEREAS, the Parties wish to enter into this Agreement to delineate roles, responsibilities, and funding commitments relative to the Project Management Planning, Environmental, PS&E, ROW (to include both ROW Acquisition and Utility Relocations), and Construction activities of the PROJECT, and F WHEREAS, the PROJECT is estimated to cost a total of $5,200,000 which includes $100,000 for the AUTHORITY to provide project management services for the Planning, Environmental, PS&E, ROW, Utility Relocation, and Construction phases of the Project, and G WHEREAS, coordination with Caltrans has not occurred to determine the necessary scope and detail level of environmental and engineering documents for the PROJECT and nor has payment for encroachment fees been addressed or included in this Agreement, as such costs will be addressed in a future agreement between the Parties, and H WHEREAS, CITY desires AUTHORITY to provide project management services for the Planning, Environmental, PS&E, ROW, and Construction phases, estimated at $100,000, and is the sole responsibility of C11 Y to pay 100% of actual AUTHORITY project management costs in accordance with AUTHORITY Policy 40005/VFI-34, and WHEREAS, the remaining PROJECT cost, aside from AUTHORITY project management costs, for the Planning, Environmental, PS&E, ROW, and Construction phases is estimated at $5,100,000 which shall be funded with 17 9% Development Share funds and 82 1% 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, and Construction 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 AUTHORI`IY's Director of Project Delivery, or his designee, with input and consultation from CITY B To coordinate with Caltrans for first and second level reviews related to property acquisitions and to provide all support documents necessary for Hearings of Resolutions of Necessity to Page 2 of 10 R14088 be conducted at the California Transportation Commission in the event voluntary acquisition is unlikely C To contribute towards the Planning, Environmental, PS&E, ROW, and Construction phases of the PROJECT cost an amount not to exceed $4,187,100, as shown in Attachment A The actual cost of a specific phase may ultimately vary from the estimates provide in Attachment A, however, under no circumstances is the total combined AUTHORII Y contribution to exceed $4,187,100 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 CFI Y as frequently as monthly 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 and Oversight, Planning, Environmental, PS&E, ROW, and Construction 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 PROJECT Management, Planning, Environmental, ROW, PS&E, and Construction 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 funds were used in confoiniance with this Agreement and for those PROJECT -specific Planning Environmental, 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 Planning, Environmental, ROW, PS&E, and Construction work The audit should justify and validate that all funds expended on the PROJECT were used in conformance with this Agreement H To reimburse CI'1 Y 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 AUTHORITY to respond to and/or resolve the finding Should the finding not be otherwise resolved and AUTHORITY fails to reimburse monies due CITY within ninety (90) calendar days of audit finding, or within such other period as may be agreed upon by the Parties, CITY reserves the right to withhold future payments due AUTHORI'1 Y from any source under CITY's control I To include CII Y in Project Development Team (PDT) meetings and related communications on PROJECT progress as well as to provide CITY with copies of PDT meeting minutes and action items Page of 10 R14088 To provide CITY an opportunity to review and comment on the Planning, Environmental, PS&E, ROW, and Construction documents IV CITY RESPONSIBILITIES CITY agrees A To reimburse AUTHORITY for the actual costs incurred estimated at $912,900 towards the Planning, Environmental, PS&E, ROW, Utility Relocation and Construction phases of the PROJECT cost and $100,000 for SANBAG management for an amount not to exceed $1,012,900 as shown in Attachment A The actual cost of a specific phase may ultimately vary from the estimates provided in Attachment A, however, under no circumstances is the total combined CITY contribution to exceed S 1,012,900 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 oversight and management that were incurred by AUTHORITY Invoices 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 maximum extent possible on any 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 provide comments on the Planning, Environmental, PS&E, and ROW documents within one month of receiving the review request from AUTHORITY F CPI Y's City Manager,and the City Manager's designees,are authorized to execute all documents necessary or related to carry out CITY's obligations under this Section IV of this Agreement V MUTUAL RESPONSIBILITIES 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 PROJECT Management, Planning, Environmental, PS&E, ROW, and Construction work may exceed the amounts identified in Attachment A of Page 4 of 10 R14088 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 any of the Parties be responsible for PROJECT costs in excess of the amounts identified in this Agreement absent a written amendment that is approved by the Parties 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 work, the PARTIES acknowledge Federal Highway Administration (FHWA) requires that the PROJECT must progress to a capital phase (ROW or construction) within ten years or the federal funds 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 move forward then repayment of any 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 liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or Jurisdiction delegated to C1'1 Y under this Agreement It is understood and agreed that, pursuant to Government Code Section 895 4, CITY shall fully defend, indemnify and save harmless AUTHORITY, 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) 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 anything done or omitted to be done by AUTHORI'I Y 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 Government 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) occurring by reason of anything done or omitted to be done by AUTHORI'1 Y under or in connection with any work, authority or jurisdiction delegated to AUTHORI'1 Y 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 Page 5 of 10 R14088 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 this Agreement prior to termination H The Recitals to this Agreement are true and correct and are incorporated into this Agreement 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 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 with respect to perforniance under this Agreement K 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 record was created L If any clause or provisions 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 full 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 Party 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 F 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 AUTHORII Y 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 Page 6 of 10 R l 4088 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 Delivery 1170 West Third Street, Second Floor San Bernardino, CA 92410-1715 Telephone (909) 884-8276 If to CITY Fred Mousavipour Director Municipal Utilities and Engineering 35 Cajon Street, Suite 15A 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 by, any other person or entity whatsoever T Attachment A (Project Scope, Project Cost Estimate and Funding Shares, and Project Milestones) and Attachment B (Conceptual Layout) are attached to and incorporated into this Agreement SIGNATURES ON FOLLOWING PAGE 814088 PagL 7 of 10 SIGNATURE PAGE TO COOPERATIVE AGREEMENT NO. R14088 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY and CITY OF REDLANDS SAN BERNAI1DI TR4NSPOkT 0 COUNTY ORITY W E Jahn President, Board of Dire tors Date IL/ APPROVED AS TO FORM By — 21%//,)z Eileen Mon ghan Teichert General Counsel By / Jeffe Contract Administrator R14088 CITY OF REDLANDS By Pete Agui ar, ayor Date / APPROVED AS TO FORM By City Attorney ATTEST By Sam Irwin, City Clerk Page 8 of 10 Attachment A Project Scope. The PROJECT will improve the Interstate 10/University Street interchange ramps, including intersection work, turning lanes and striping It is anticipated that AUTHORITY w 11 be lead on all phases of work Project Cost Estimate* and Funding Shares: Public Share 82 1% Nexus Development Impact Fee Share (DIF, "Development Share" or "Local Share") 17 9% Local Jurisdictional Split of the DIF Share Redlands 100% Phase Estimated Cost* Public Share** Development Share Project Study Report/Project Development Support Project Initiation Document (PSR/PDS) S50,000 $41,050 $8,950 Project Approval and Environmental S 150,000 S123,150 $26,850 Design $240,000 $197,040 $42,960 Right -of -Way (includes Acquisition and Utility Relocations, but excludes condemnation costs) $260,000 $213,460 $46,540 Construction (Includes Construction Management & Landscaping) $4,400,000 $3,612,400 $787,600 SANBAG Project Management $100,000 S0 $100,000 Total $5,200,000 $4,187,100 $1,012,900 * Project estimate is based on conceptual level layouts as PSR/PDS has not been completed Coordination with Caltrans has not occurred therefore the level of environmental and engineering documents have not been defined nor have encroachment fees been addressed Costs based on low level environmental document and no encroachment fees are included Construction Phase cost includes approximately $200,000 for landscaping ** It is anticipated that the Public Share will be funded with Measure I Valley Freeway Interchange Funds, however. the Public Share can be from other sources under control of AUTHORITY without necessitating an amendment of this AGREEMENT so long as an allocation is approved by the AUTHORITY Board Page 9 of 11 R14088 Project Milestones Milestone Forecast Start of Project September 2013 PSR/PDS Approval September 2014 Environmental Approval April 2016 Design Approved/ROW Certified April 2018 Construction Notice to Proceed (Assumes no tederal authorization required For federal authonzation add three months ) June 2018 Completed for Beneficial Use June 2019 R14088 Page 10 of 11 Ift I/ I" .71 PRELIMINARY cave.b:"nI 1 uNivERsITY aTR IY INTERCHANGE EXHIIIT WASJJ ,'- PARSONS r I1 i LEGEND C)I 1IC MOTS! 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