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 RE, DLANDS
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.
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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
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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 fiends.
The actual cost of CONSTRUCTION may ultimately vary from the estimates provided in
Attachment A; however, under no circrnnstance 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.
1. 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.
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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.
IV. CITY RESPONSIBILITIES
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
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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 shalt 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.
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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 under this AGREEMENT. It is understood and agreed that, pursuant to Government
Code Section 895.4, SBCTA shall firlly 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.
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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 future laws, then it is the intention of the PARTIES that the remainder of
this AGREEMENT shall not be affected but shall remain in fill 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
1170 West Third Street, Second Floor
San Bernardino, CA 92410-1715
Telephone: (909) 884-8276
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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
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SIGNATURE PAGE TO
COOPERATIVE AGREEMENT NO. 25-1003333
BETWEEN
SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
and CITY OF REDLANDS
SAN BERNARDINO COUNTY CITY OF REDLANDS
TRANSPORTATION AUTHORITY
Rick Denison
President, Board of Directors
Date: 0(o - O''? - 'Z-c> -->-Ce
APPROVED AS TO FORM:
By: "
fain MacMillan
Assistant General Counsel
B.
Mario Saucedo
Mayor ff
Date: 5 -(R "z b
APPROVED AS TO FORM:
By:
ette M. Abich Garcia
1TY Attorney
ATTEST:
By:
e e Donaldson
City Clerk
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Attachment S
Project Limits
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25-1003333 Page 1 of 1
PLAN, BUILD, MOVE.
June 3, 2026
City of Redlands
City Clerk - Document
P.O. Box 3005
Redlands, CA 92373
Attn: Goutam K. Dobey
Octa
Gin Fkmnrdina County
F—,,00m Amhonq
SUBJECT: NOTICE TO PROCEED — COOPERATIVE AGREEMENT NO.25-1003333
Dear Goutam,
San Bernardino County Transportation Authority (SBCTA) has reviewed and approved to execute
Contract No. 25-1003333 for Construction Phase for the Regional Gap Connector in the City of
Highland/Redlands. Attached is a copy of the "Executed Agreement' for your records.
SBCTA Project Manager is Jeffery Hill, the designated point of contact for all technical issues on this
project. You may contact Jeff at (909) 884-8276 or by email at jhill@gosbeta.com
Respectfully,
AV Spa
Office Assistant
San Bernardino County Transportation Authority
Attachment: Contract No. 25-1003333
San Bernardino County Transportation Authority
1170 W. 3rd Street, 2nd Fl., San Bernardino, CA 92410
Phone: (909) 884-8276 *** www.goshcta.com