Loading...
HomeMy WebLinkAboutContracts & Agreements_168-2024THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY SAN BERNARDINO COUNTY Contract Number 1_1'2kq R_f;11'"r9 Public Works Department Contract Representative Jeremy Johnson, P.E., Engineering Manager Telephone Number (909) 387-8165 Contractor Contractor Representative Telephone Number Contract Term Original Contract Amount Amendment Amount Total Contract Amount Cost Center IT IS HEREBY AGREED AS FOLLOWS: City of Redlands Goutam Dobey, City Engineer (909) 798-7584 Ext. 2 Expiration 12/31/2028 $815,066 $0 $815,066 6650002000 52002445 H15278 WHEREAS, San Bernardino County (COUNTY) and the City of Redlands (CITY), (COUNTY and CITY are also each referred to herein as "Party" and collectively referred to herein as "Parties") desire to cooperate and jointly participate in Lugonia Avenue and Other Roads Pavement Improvement Project located in the Redlands area (hereinafter referred to as "PROJECT"); and, WHEREAS, the PROJECT is within the CITY's jurisdiction with the exception of pavement improvements on 1) California Street, between Almond Avenue and Palmetto Avenue (3.6" Mill and AC Overlay), and 2) Lugonia Avenue, between Nevada Street and Alabama Street (2" Mill and AC Overlay, which arejurisdictionally shared between CITY and COUNTY, as shown on Exhibit "A" attached hereto and incorporated herein by this reference; and, WHEREAS, California Streets and Highways Code section 1710 authorizes COUNTY to contract with CITY for CITY's maintenance, construction, or repair of COUNTY highways, the cost being paid by COUNTY; and, WHEREAS, COUNTY determines that it is necessary for the more efficient maintenance, construction, or repair of the COUNTY roads identified herein to contract with CITY for the PROJECT; and, Standard Contract Page 1 of 8 WHEREAS, the total PROJECT cost is estimated to be $4,677,377; and, WHEREAS, CITY's share of PROJECT cost is estimated to be $3,862,311 and the COUNTY's share of PROJECT cost is estimated to be $815,066, as more particularly set forth in Exhibit "B", which is attached hereto and incorporated herein by this reference; and, WHEREAS, the above described costs are proportioned based on the work to be performed within each Party's jurisdiction; and, WHEREAS, CITY and COUNTY desire to set forth the responsibilities and obligations of each as they pertain to such participation, and to the design, construction, and funding of the proposed PROJECT. NOW, THEREFORE, IT IS MUTUALLY AGREED as follows: 1.0 CITY AGREES TO: 1.1 Act as the Lead Agency in the design, utility relocation, construction, construction engineering, inspection, and California Environmental Quality Act (CEQA) compliance (Public Resources Code section 21000 et seq.). Right -of -Way services are not anticipated and therefore not included in this agreement. 1.2 Provide plans and specifications and all necessary construction engineering for the PROJECT to COUNTY, for COUNTY's prior review and approval pursuant to paragraph 2.1 below. 1.3 Construct the PROJECT by contract in accordance with the plans and specifications provided by CITY, which have been reviewed and approved by COUNTY. 1.4 Arrange for relocation of all utilities which interfere with construction of the entire PROJECT limits. 1.5 Obtain a no -cost permit from the COUNTY for work within the COUNTY's right-of-way. 1.6 Advertise, award, and administer the construction of the PROJECT, in accordance with the provisions of California Public Contract Code applicable to cities 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. 1.7 CITY shall require all contractors and vendors working on the PROJECT to have appropriate and adequate insurance coverage for the mutual protection and benefit of the Parties. Except for Workers' Compensation, Errors and Omissions and Professional Liability policies, CITY shall require and ensure that all CITY contractors/subcontractors for the PROJECT shall have insurance policies that contain endorsements naming the COUNTY and its officers, employees, agents and volunteers as additional insureds with respect to liabilities arising out of the performance of services hereunder. The additional insured endorsements shall not limit the scope of coverage for the COUNTY to vicarious liability but shall allow coverage for the COUNTY to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85. 1.8 Require CITY's contractors and subcontractors to pay the minimum of prevailing wages as applicable. 1.9 Provide adequate inspection of all items of work performed under the construction contract(s) with CITY's contractors or subcontractors for the PROJECT and maintain adequate records of inspection and materials testing for review by COUNTY. CITY shall provide copies of any records of inspection and materials testing to COUNTY within ten (10) business days of CITY's receipt of written demand from COUNTY for such records. This shall be included as a PROJECT cost. 1.10 Include compliance with any applicable requirements of CEQA, as well as completing the required CEQA documentation. 1.11 Provide a qualified CITY representative who has the authority to discuss and resolve PROJECT issues. 1.12 Pay CITY's proportionate share of the cost of the PROJECT. The cost of the PROJECT shall include the cost of design, construction, construction engineering, inspection, CEQA compliance, and CITY overhead cost for the PROJECT. CITY's proportionate share of cost for the PROJECT Revised 711124 Page 2 of 8 is estimated at $3,862,311 (82.5% of PROJECT, see Exhibit B). CITY shall be responsible for its share of any PROJECT cost increases pursuant to paragraph 3.7, 3.9, and 3.12 below. 1.13 Submit to COUNTY an itemized accounting of actual PROJECT costs incurred by CITY and a statement for COUNTY's proportionate share of PROJECT costs, as provided herein. Costs shall be amended following CITY and COUNTY acceptance of the final construction cost accounting. In no event shall COUNTY's proportionate share of cost of PROJECT exceed $896,573 (COUNTY's estimated share of cost for PROJECT plus ten percent (10%)) absent a written amendment to this Agreement approved pursuant to paragraph 3.16. 1.14 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 Review, approve, and provide comments, if necessary, for the PROJECT's plans and specifications provided by the CITY for PROJECT work to be performed in the COUNTY's jurisdiction. 2.2 Provide a no cost permit to the COUNTY for its work in the CITY's right-of-way. 2.3 Provide a qualified COUNTY representative who has the authority to discuss and resolve PROJECT issues; and the authority to inspect PROJECT construction site upon notification by CITY via email and/or telephone that an inspection is required within the COUNTY's limits. 2.4 Pay COUNTY's proportionate share of the PROJECT cost. The PROJECT cost shall include the cost of design, utility relocation, construction, construction engineering, inspection, CEQA compliance and CITY overhead cost. COUNTY's proportionate share of cost for the PROJECT is estimated at $815,066 (17.5% of PROJECT, see Exhibit A). 2.5 Pay to CITY, on a reimbursement basis, its share of PROJECT costs, including its jurisdictional share of any PROJECT cost increases pursuant to paragraphs 3.7, 3.9 and 3.12 below, within sixty (60) calendar days after receipt of an itemized statement as set forth in paragraph 1.13 of this Agreement, setting forth all actual PROJECT costs incurred by CITY, together with adequate documentation of said expenditures. In no event shall COUNTY's proportionate share of PROJECT cost exceed $896,573 (COUNTY's estimated share of cost for the PROJECT plus ten percent (10%)) absent a written amendment to this Agreement approved pursuant to Paragraph 3.16. 3.0 IT IS MUTUALLY AGREED: Ti After CITY's and COUNTY's acceptance of completed PROJECT, the COUNTY shall be responsible for performing any maintenance for that portion of the PROJECT that is in the County Maintained Road System and within the COUNTY unincorporated area, and the CITY shall be responsible for performing any maintenance for the PROJECT that is in the CITY incorporated area. 3.2 CITY agrees to indemnify, defend (with counsel approved by COUNTY) and hold harmless the COUNTY, its officers, employees, agents, and volunteers from any and all claims, actions, or losses, damages, and/or liability arising out of CITY's performance of its obligations under this Agreement. 3.3 COUNTY agrees to indemnify and hold harmless the CITY, its officers, employees, agents, and volunteers from any and all claims, actions, or losses, damages, and/or liability arising out of COUNTY's performance of its obligations under this Agreement. 3.4 In the event the CITY and/or the COUNTY is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under the Agreement, the CITY and/or COUNTY shall indemnify the other to the extent of its comparative fault. 3.5 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 paragraphs 1.6, 3.2, 3.3 and 3.4 indemnification. 3.6 CITY and COUNTY are authorized self -insured public entities for purposes of Professional Liability, Automobile Liability, General Liability, and Workers' Compensation and warrant that through their programs of self-insurance, they have adequate coverage or resources to protect Revised 7/1/24 Page 3 of 8 against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement. 3.7 The Parties acknowledge that final PROJECT costs may ultimately exceed the current estimate of PROJECT costs. Any additional PROJECT costs resulting from increased bid prices, change orders, or arising from unforeseen site conditions, including Utility relocation (but not from requested additional work by the COUNTY or CITY, which is addressed in paragraph 3.8 below) over the estimated total of PROJECT cost of $4,677,377 (which is the sum of $3,862,311 from CITY and $815,066 from COUNTY), shall be borne by each Party in proportion to where the work actually lies (based on jurisdiction), as part of the Parties' respective obligations to pay the cost for the PROJECT. 3.8 If either CITY or COUNTY requests additional work that is beyond the scope of the original PROJECT, and not considered by all Parties to be a necessary part of the PROJECT, said work, if approved by all Parties, will be paid solely by the agency requesting the work. 3.9 In the case where one of the Parties owns a utility that needs to be relocated for the PROJECT and that Party does not have prior rights for that utility, it will be the sole responsibility of that Party to relocate the utility at that Party's cost. This shall not be included as a PROJECT cost. In the case that a utility relocation is determined to be a PROJECT cost based on that utility having prior rights, the relocation of the utility will be included as a project cost for which the COUNTY and CITY will be responsible for funding within their jurisdictional boundaries. 3.10 As design progresses, if it is found by CITY, that a cost overrun of more than twenty-five percent (25%) of the estimated total of the PROJECT costs will occur, CITY shall provide COUNTY notice of this fact and COUNTY and CITY shall endeavor to agree upon an alternative course of action, including amending the amounts and Exhibit B with revised cost estimates. If, after thirty (30) days of COUNTY notice, an alternative course of action is not mutually agreed upon in writing between the Parties, this Agreement shall be deemed to be terminated by mutual consent. 3.11 CITY shall notify COUNTY of the bids received and the amounts thereof. If either Party intends to cancel this Agreement based upon the bids or amount thereof, said Party shall notify the other Party as a reasonable time prior to the awarding of a contract to construct the PROJECT to avoid any detrimental reliance by either Party, contractor, or potential contractor. 3.12 If after opening bids for the PROJECT, it is found that the responsive and responsible low bid amount is twenty-five percent (25%) or less over the construction cost shown in Exhibit B, CITY may award the contract. 3.13 If, upon opening of bids, it is found that the responsive and responsible low bid amount is over twenty-five percent (25%) more than the construction cost shown in Exhibit B, CITY shall not award the contract unless: 1) CITY receives written permission from the COUNTY's Director of Public Works or his designee, to proceed with the award; and 2) COUNTY's Board of Supervisors approves the award of the construction contract. If the above -described conditions are not met, the COUNTY and CITY shall endeavor to agree upon an alternative course of action, including re -bidding of the PROJECT. If, after thirty (30) days of the bid opening, an alternative course of action is not mutually agreed upon in writing, this Agreement shall be deemed to be terminated by mutual consent. 3.14 Contract Change Orders forms will be delivered by fax or email, must be approved and signed by COUNTY, and returned within two (2) business days. The COUNTY shall not unreasonably withhold approval of change orders. If a COUNTY disapproved or modified change order is later found to be a cost of the PROJECT, then the COUNTY shall be responsible for any costs, awards, judgments, or settlements associated with the disapproved or modified change order. 3.15 This Agreement may be cancelled upon thirty (30) calendar days advance written notice of either Party, provided however, that neither Party may cancel this Agreement after CITY awards a contract to construct the PROJECT. In the event of cancellation as provided herein, including termination pursuant to this paragraph 3.15 or paragraphs 3.10 or 3.13 above, all PROJECT costs required to be paid by the Parties prior to the effective date of cancellation shall be paid by the Parties in the same proportion to their contribution for the PROJECT. The Parties recognize and agree that the provisions governing utility relocation and construction are dependent upon the Parties first satisfying CEQA. As provided in this paragraph, the Agreement may be cancelled with or without cause, before, during or after CEQA review/approval. Revised 7/1/24 Page 4 of 8 3.16 Except as provided in Paragraph 3.15, and except for the Parties' operation, maintenance and indemnification obligations contained herein which shall survive Agreement termination, this Agreement shall terminate upon completion of the PROJECT and payment of final billing by the COUNTY for its share of the PROJECT costs. The PROJECT shall be deemed complete upon both PARTIES recording a Notice of Completion with any and all appropriate jurisdictions. 3.17 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. 3.18 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 or the PROJECT, shall be instituted and tried in the appropriate state court, located in the county of San Bernardino, California. 3.19 Time is of the essence for each and every provision of this Agreement. 3.20 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 business days shall be deemed COUNTY workdays. 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. 3.21 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. 3.22 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. 3.23 This Agreement may be signed in counterparts, each of which shall constitute an original. The Parties shall be entitled to sign and transmit an electronic signature of the Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the Party whose name is contained therein. Each Party providing an electronic signature agrees to promptly execute and deliver to the other Party an original signed Agreement upon request. 3.24 This Agreement will be effective on the date it is signed by both Parties and shall conclude upon satisfaction of the terms identified in paragraph 3.16, or December 31, 2028 (whichever occurs first). 3.25 The Recitals are true and correct and incorporated into the body of this Agreement. SIGNATURES ON THE FOLLOWING PAGE: Revised 7/1/24 Page 5 of 8 SAN BERNARDINO COUNTY 0. Dawn Rowe, Chair, Board of Supervisors Dated: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD M as Lynne Monell Clerk of the Board of Supervisors San Bernardino County CIT' M Name Eddie Teieda (Print or type name of person signing contract) Title Mayor (Print or Type) Dated: 7 Address 35 Ca'on Street, Re dl a , CA ATTEST: Jeanne Donaldson, City Clerk ► I ► I ► Aaron Gast, Deputy County Counsel Andy Silao, P.E., Engineering Manager Noel Castillo, Director Date Date Date Revised 711 /24 Page 6 of 8 EXHIBIT A LOCATION MAP 1Lry'' - - - - - - - r - Fi 1 + c- 1 � '---------- -- --- - - - --- , ti+ PMP 2024 PROJECT (CITY) PMP 2024 PROJECT (COUNTY) PMP 2024 STREET RESURFACING PROJECT LOCATION MAP Revised 711/24 Page 7 of 8 EXHIBIT B ESTIMATE OF PROJECT COSTS FOR SAN BERNARDINO COUNTYXITY OF REDLANDS PAVEMENT IMPROVEMENT PROJECT LUGONIA AVENUE AND OTHER ROADS TOTAL PROJECT SAN BERNARDINO CITY OF REDLANDS DESCRIPTION COST COUNTY SHARE SHARE Construction and Contingency $4,209,639 $733,559 $3,476,080 All Other Costs such as design, survey, CEQA compliance, $ 467,738 $ 81,507 $ 386,231 construction engineering, inspection and CITY overhead Total $4,677,377 $815,066 $3,862,311 Revised 711124 Page 8 of 8