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HomeMy WebLinkAboutContracts & Agreements_71-2026COOPERATIVE AGREEMENT NO.25-1003333 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY AND CITY OF REDLANDS FOR CONSTRUCTION PHASE FOR THE REGIONAL GAP CONNECTOR IN THE CITIES OF HIGHLAND AND REDLANDS FOR ORANGE STREET FROM 0.25 MILES NORTH OF PIONEER AVENUE TO GREENSPOT ROAD IN THE CITIES OF HIGHLAND AND REDLANDS I. PARTIES AND TERM A. This COOPERATIVE AGREEMENT ("AGREEMENT") is made and entered into by and between the San Bernardino County Transportation Authority ("SBCTA") and the City of Redlands ("CITY"). SBCTA and CITY may be referred to herein individually as a "PARTY" and collectively as "PARTIES." B. Unless this AGREEMENT is terminated early as provided in Section V, Paragraph E, this AGREEMENT shall terminate upon completion of the PARTIES' obligations associated with the construction ("CONSTRUCTION") phase described herein or June 30, 2028, whichever is earlier in time. The indemnification provisions identified in Section V, Paragraphs C through D, shall survive the termination of this AGREEMENT. Should any claims arising out of this AGREEMENT be asserted against one of the PARTIES prior to the termination of this AGREEMENT, the AGREEMENT shall be extended until such time as the claims are settled, dismissed or paid. C. SBCTA shall serve as the lead agency for Project Management ("PM") of the CONSTRUCTION phase of the PROJECT. SBCTA's PM responsibilities include, but are not limited to, overseeing the selection and management of consultants and contractors, ensuring compliance with federal, state, and local standards, coordinating with the CITY, managing project schedules and budgets, and providing regular updates through Project Development Team (PDT) meetings, all as specified in this AGREEMENT. SBCTA shall be reimbursed for 100% of the actual PM costs relating to the PROJECT, of which CITY shall reimburse SBCTA a 44% portion. 25-1003333 Page I of I:\emo\Agrecmenls\Attachment A - SBCTA Cooperative Agreement.bm.05.05.2026.PY2526-168.docx II. RECITALS A. WHEREAS, CITY intends to initiate improvements to Orange Street from 0.25 miles north of Pioneer Avenue to Greenspot Road within the limits of the City of Highland and City of Redlands; and B. WHEREAS, planned improvements include constructing new active transportation improvements including bicycle and pedestrian facilities, including traffic signal modifications, connecting the City of Highland to City of Redlands, and as further defined in Attachment A and depicted in Attachment B, both of which are attached hereto and made part of this AGREEMENT, and are defined herein as the "PROJECT"; and C. WHEREAS, the PROJECT has been awarded Mobile Source Air Pollution Reduction Review Committee ("MSRC") funds; and D. WHEREAS, the PROJECT has been awarded Community Project Funding/Congressionally Directed Spending ("CPF/CDS") discretionary grant funding; and E. WHEREAS, the PARTIES wish to enter into this AGREEMENT to delineate roles, responsibilities, and funding commitments relative to PM and CONSTRUCTION activities of the PROJECT; and F. WHEREAS, the CITY desires SBCTA to provide PM services, estimated at $44,000, for the PROJECT, and understands it is the CITY's sole responsibility to pay 100% of the CITY's share of actual SBCTA PM costs; and G. WHEREAS, the PROJECT cost shall be funded with pending grant funds, Measure I Valley Major Streets — Arterial Subprogam funds, and Local Funds for the CONSTRUCTION phase of PROJECT; and NOW, THEREFORE, for good and valuable consideration and the mutual promises contained herein, the PARTIES agree to Section I above and to the following: III. SBCTA RESPONSIBILITIES SBCTA agrees: A. To be lead agency on PM and CONSTRUCTION and to diligently undertake and complete the CONSTRUCTION work for the PROJECT, including the selection and retention of consultants. Performance of services under these consultant contracts shall be subject to the technical direction of SBCTA's Director of Project Delivery, or their designee, with concurrence of CITY on matters affecting PROJECT work within CITY's jurisdiction. SBCTA shall ensure that consultants and contractors participating in PROJECT work are appropriately qualified or licensed to perform the tasks assigned to them and shall be responsible for managing the quality of the PROJECT work, provided however, that all such PROJECT work occurring within the CITY's jurisdiction shall be performed in compliance 25-1003333 Page 2 of 9 Bcmo�AgreementsWttachment A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-168.docx with all CITY codes, ordinances, and standards, and subject to CITY review and approval as to the consistency with those requirements. B. To contribute towards the CITY's share of the CONSTRUCTION costs of the PROJECT in an amount not to exceed $1,319,604 ("SBCTA FUNDS") as shown in Attachment A, to be paid from the CITY's balance of Measure I Valley Major Streets — Arterial Subprogam funds. The actual cost of CONSTRUCTION may ultimately vary from the estimates provided in Attachment A; however, under no circumstance are the SBCTA FUNDS to exceed $1,319,604 without a written amendment to this AGREEMENT signed by both Parties. C. To prepare and submit to CITY signed invoices for reimbursement of allowable PROJECT expenditures. Invoices may be submitted to CITY as frequently as monthly. D. To establish and maintain an accounting system conforming to Generally Accepted Accounting Principles ("GAAP") to support SBCTA's request for reimbursement, payment vouchers, or invoices, which segregate and accumulate costs of PM and CONSTRUCTION work elements, and produce monthly reports that clearly identify reimbursable costs, matching fund costs, and other allowable expenditures by SBCTA. E. To prepare a final accounting of expenditures, including a final invoice for the actual PM 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 this AGREEMENT and shall be submitted to CITY. The invoice shall include a statement that these PROJECT funds were used in conformance with this AGREEMENT and for those PROJECT -specific PM and CONSTRUCTION work activities. F. To cooperate in having a PROJECT -specific audit completed by CITY, at its option, upon completion of PM and CONSTRUCTION work. The audit should justify and validate that all funds expended on the PROJECT were used in conformance with this AGREEMENT. G. To reimburse CITY for costs that are determined by subsequent audit to be unallowable within ninety (90) calendar days of SBCTA receiving notice of audit findings, which time shall include an opportunity for SBCTA to respond to and/or resolve the finding. Should the finding not be otherwise resolved and SBCTA fails 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 CITY's Council reserves the right to withhold future payments due SBCTA from any source under CITY's control. H. SBCTA's Director of Project Delivery is authorized to act on behalf of SBCTA under this Section of the AGREEMENT. I. To designate a responsible staff member that will be SBCTA's representative in attending the PDT meetings, receiving day-to-day communication, and providing PM services. J. To complete review and provide comments on PROJECT documents in a timely manner that is consistent with the schedule. K. To provide CITY with a proposed project schedule to complete the PROJECT. 25-1003333 Page 3 of 9 I:\emo\Agrcements\Attachment A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-168.docx IV. L. To include CITY in PDT meetings and related communications on PROJECT progress as well as to provide CITY with copies of PDT meeting minutes and action items. M. To perform the PROJECT work in accordance with State and Federal standards and practices, and in compliance with applicable CITY codes, ordinances, and standards for all work within CITY's jurisdiction. N. To provide CITY with a reasonable amount of review and approval time, which shall not be less than thirty (30) calendar days, and an opportunity to review, comment on, and approve CONSTRUCTION documents. O. To apply for encroachment permits authorizing entry of SBCTA and its consultants and contractors onto CITY right of way to perform investigative activities, including surveying and geotechnical borings, and other field activities required by the PROJECT; and to receive encroachment permits from the CITY at no cost to SBCTA, its consultants, and contractors. P. To obtain all necessary PROJECT permits, agreements, and/or approvals from appropriate agencies. All mitigation, monitoring, and/or remedial action required by said permits and/or agreements obtained from agencies other than the CITY shall constitute part of the PROJECT cost. Q. To identify the utilities within the PROJECT area and coordinate with utility companies to determine their location, and if necessary, their potential relocation. R. To require all contractors and/or consultants under contract to perform services related to the PROJECT to include the CITY, its officers, directors, employees, and agents as additional insureds and to indemnify, defend, and hold harmless the CITY, its officers, directors, employees, and agents from any liability, claims, demands, suits, or actions which may be made by any person resulting from the PROJECT. CITY agrees: A. To reimburse SBCTA for CITY's share of actual SBCTA costs incurred in an estimated amount of $440,396 ("CITY FUNDS"), which includes $44,000 towards PM, as shown in Attachment A. The actual cost may ultimately vary from the estimates provided in Attachment A. Any increase in CITY's total share of PROJECT costs above the estimates shown in Attachment A shall require CITY's prior written approval, and CITY's obligation shall be limited to costs attributable to work occurring within CITY's jurisdiction. CITY agrees to amend AGREEMENT in good faith and contribute these additional costs in accordance with Section V, Paragraph A, below. B. 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 SBCTA performed pursuant to the provisions of State and Federal laws. In the absence of such an audit, work of other auditors 25-1003333 Page 4 of 9 I:\cmo\Agrecmcnis\Attachment A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-I68.docx will be relied upon to the extent that work is acceptable to CITY when planning on conducting additional audits. C. 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. D. To review, provide comments on, and approve PROJECT documents within two (2) weeks of receiving the review request from SBCTA. All necessary PROJECT reviews, permits, agreements, and/or approvals from the CITY shall be provided at no cost to SBCTA, its consultants, and contractors. E. CITY's Public Works Director/City Engineer is authorized to act on behalf of CITY under this Section of the AGREEMENT. F. To provide permits, inspections, reviews, and oversight at no cost to SBCTA or to consultants and contractors contracted by SBCTA to work on the PROJECT. G. To provide SBCTA copies of the franchise/utility agreements for the utilities in the PROJECT area for the purpose of determining prior rights and estimating utility relocation costs. H. To assist SBCTA as requested and when necessary exercise its rights under utility relocation law or under any franchise agreement, to cause each utility to relocate or rearrange its utility facility. To accept in writing the PROJECT within thirty (30) days of receipt of written notice from SBCTA that the PROJECT is substantially completed, provided that CITY has inspected the PROJECT and prepared a punch list of any deficiencies within its jurisdiction. Acceptance shall not be unreasonably withheld or delayed, but may be withheld for any items identified on such punch list that are not completed in accordance with approved plans and specifications. Withholding or delaying acceptance because of nonmaterial work outside of CITY's jurisdiction shall be deemed unreasonable. 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 I 2010-2040 Strategic Plan, as amended, as of the Effective Date of this AGREEMENT. In the event SBCTA determines PM and CONSTRUCTION work may exceed the amounts identified in Attachment A of this AGREEMENT, SBCTA 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 in this AGREEMENT. In no event, however, shall the PARTIES be responsible for PROJECT costs in excess of the amounts identified in this AGREEMENT without a written amendment that is approved by the PARTIES. 25-1003333 Page 5 of 9 C\cmo\Agrcements\Attachment A - SBCTA Cooperative Agrcemcnt.bm.05.05.2026.FY2526-168.doex B. Eligible PROJECT reimbursements shall include only those costs incurred by SBCTA for PROJECT -specific work activities that are described in this AGREEMENT and shall not include escalation or interest. C. Neither SBCTA 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 CITY under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless SBCTA, 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) or property damage caused by the negligent acts or willful misconduct of the CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT, provided that CITY shall have the right to participate in the defense of any such claim and SBCTA shall not settle any claim without the CITY's consent, which shall not be unreasonably withheld. D. 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 SBCTA and under or in connection with any work, authority or jurisdiction delegated to SBCTA tinder this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA 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) or property damage caused by the negligent acts or willful misconduct of SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA tinder this AGREEMENT, provided that SBCTA shall have the right to participate in the defense of any such claim and CITY shall not settle any claim without the SBCTA's consent, which shall not be unreasonably withheld. E. Notwithstanding any other provision herein, to the extent consistent with the terms and obligations hereof, any PARTY may terminate this AGREEMENT at any time without cause, by giving thirty (30) calendar days' written notice to the other PARTY. 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. In the event of termination for cause due to a material breach by the other PARTY, the terminating PARTY shall not be liable for costs or obligations arising from the breaching PARTY's performance or failure to perform, provided that the terminating PARTY has provided notice of the breach and a reasonable opportunity to cure, if applicable. F. The Recitals to this AGREEMENT are true and correct and are incorporated into this AGREEMENT. G. All signatories hereto warrant that they are duly authorized to execute this AGREEMENT on behalf of said PARTY and that by executing this AGREEMENT, the PARTIES hereto are formally bound to this AGREEMENT. 25-1003333 Page 6 of 9 I:\mno\Agreements\Attachment A - SBCTA Cooperative Agreement.bm.05,05.2026.FY2526-168.docx H. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California. All PARTIES agree to follow all applicable local, state, county, and federal laws and ordinances with respect to performance under this AGREEMENT. I. 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 three (3) 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. J. If any clause or provisions of this AGREEMENT is illegal, invalid, or unenforceable under applicable present or firture laws, then it is the intention of the PARTIES that the remainder of this AGREEMENT shall not be affected but shall remain in hill force and effect. K. This AGREEMENT cannot be amended or modified in any way except in writing, signed by all PARTIES hereto. L. 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. M. 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. N. In the event of litigation arising from this AGREEMENT, each PARTY to this AGREEMENT shall bear its own costs, including attorneys' fees. This paragraph shall not apply to the costs or attorneys' fees relative to paragraphs C and D of this Section. O. This AGREEMENT may be signed in counterparts, each of which shall constitute an original, and may be signed using electronic signatures. This AGREEMENT is effective and shall be dated on the date executed by SBCTA ("Effective Date"). P. 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 SBCTA: Kristi Lynn Harris Director of Project Delivery It 70 West Third Street, Second Floor San Bernardino, CA 92410-1715 Telephone: (909) 884-8276 25-1003333 Page 7 of 9 [Acmo\Agrccmcats\A1tachmcnt A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-168.doex If to CITY: Monica Heredia Municipal Utilities & Engineering Director 35 Cajon St. Suite 15A Redlands, CA 92374 Telephone: (909) 798-7698 Q. 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. SIGNATURE PAGE TO FOLLOW 25-1003333 Page 8 of 9 I;\emo\AgreemeraAAltachmcnt A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-168.docx SIGNATURE PAGE TO COOPERATIVE AGREEMENT NO. 25-1003333 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY and CITY OF REDLANDS SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY IN Rick Denison President, Board of Directors Date: APPROVED AS TO FORM: By: Iain MacMillan Assistant General Counsel CITY OF REDLANDS BY4--e�az Mario Saucedo Mayor Date: 5 -11 - 2 APPROVED AS TO FORM: By: tix ette M. Abich Garcia TY Attorney ATTEST: J e Donaldson City Clerk 25-1003333 Page 9 of 9 [:\cmo\AgrccmentslAttachment A - sBCTA Cooperative Agreement.bm.05.05.2026.FY2526-I6$.docx Attachment A Project Scope: Orange Street from 0.25 miles north of Pioneer Avenue to Greenspot Road within the limits of the City of Highland and City of Redlands. Total Project Cost Estimate and Funding Shares: Highland Share of Project Costs: 56% Redlands Share of Project Costs: 44% Highland Development Share Match to SBCTA Funds: 46.4% Redlands Development Share Match to SBCTA Funds: 23.1 % PHASE TOTAL COST FEDERAL CRP FEDERAL CPFlCDS IISRC SBCTA FUNDS -HIGHLAND SBCTAFUNDS \DS -REDLANDS CITY FUNDS - HIGHUND CITY FUNDS - REDLANDS HiGHLXND NORTH $1,587,936 SL,405,800 $97,625 S84,511 G-AP-NORTH S3,396,064 51,120,000 $1,680,000 $319,490 $276,574 GAP -SOM $3,916,000 5880,000 S020,000 $1319,604 S3%3% PROJECTlLLXAG\IE\ S100,000 $56,000 544,000 TOTAL $9,000,040 $1,405,800 $2,000,000 00,00 $3,00 S417:l15 S1,319.6041 $417,085 $440346 25-1003333 Page 1 of 1 Attachment B Project Limits Highland/Redlands Regional Connector Gap Project Completed by � I \x It, FEY of Hi hlana ty � �n BEADLE MIDDLE \ Tcn Encai iFl5 J" HIGHXAND r.' GROVE ELEMENTARY rr Grwsi�nY F FI 11 r © l7 Gap Project wlbike counters Updated 1126 210 --- ------ ---- GenheatherDr Lams I/Ifr�ww�a I ARROYO VFRDE ELFMENTAR.Y .-------------11d5£I-vll•- '----"-------`-I "LAI�i T• �tl e -4 Oas:. i' .rxl:a Aial RlVfYTrpllMasr.Comple#ed •�IVAlmd5519n) CanrteciarFadiitivaCity of RedlaAb +:WnI I CITRUS VALLEY m sH- 5! , :11=:,:r•.1 HfGHSCHOOL E 0's.ri:arN[3eta=�y"a Pivreer Ave 1 1 1 1. I 1 ! C:f li-;'1 �FY �Iil'c 25-I003333 Page I of I