RCTC Agreement No. 26-31-094-00
F/ETCA Agreement No. K001635
COOPERATIVE AGREEMENT
AMONG
RIVERSIDE COUNTY TRANSPORTATION COMMISSION,
FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY,
AND
THE CITY OF CORONA CALIFORNIA
FOR THE GREEN RIVER ROAD/FOOTHILL PARKWAY IMPROVEMENT
PROJECT
This Cooperative Agreement (“Cooperative Agreement”) is made and entered into this _____ day of ___________, 2026 by and between the Riverside County Transportation Commission (“RCTC”), Foothill/Eastern Transportation Corridor Agency, a California joint powers authority (hereinafter referred to as “F/ETCA”); and the City of Corona, California (the “City”). RCTC, F/ETCA and the City are sometimes referred to herein individually as (“Party”), and collectively as (“Parties”).
RECITALS
WHEREAS, roadway improvements, modifications, and traffic management are proposed along Green River Road and Foothill Parkway between State Route 91 (“SR-91”) and Interstate 15 (“I-15”) within the City of Corona, as described in Exhibit “A” attached hereto and incorporated herein by reference (the “Project”); and
WHEREAS, the Project has a total estimated cost of $3,319,094 (“Total Project Cost”), as more particularly described in Exhibit “A” attached hereto and incorporated herein by reference; and WHEREAS, RCTC is implementing the State Route 91 Eastbound Corridor Operations Project (“91 ECOP”), which adds a sixth operational lane along eastbound SR-91 from the State Route 241 (“SR241”)/SR-91 eastbound general purpose (GP) connector to the State Route 71 (“SR-71”) connector auxiliary lane, designed to enhance traffic flow, improve safety, and reduce congestion along the eastbound SR-91 corridor; and
WHEREAS, F/ETCA is implementing the SR-241/SR-91 Express Connector project (“241/91 EC”), which provides a direct, tolled connector linking the northbound SR-241 toll road to the eastbound 91 Express Lanes and the westbound 91 Express Lanes to the southbound SR-241 toll road and related corridor improvements to improve throughput between Riverside and Orange Counties, relieve traffic congestion, enhance connectivity between the two tolled systems, improve air quality along the corridor, and promote safety for the traveling public; and
WHEREAS, as part of the 91 ECOP, RCTC prepared a traffic analysis for Green River Road/Foothill Parkway to assess potential increases in cut-through traffic from the 91 ECOP and 241/91 EC on various intersections immediately east of the SR-91/Green River Road interchange and intersections immediately west of the I-15/Foothill Parkway interchange; and WHEREAS, RCTC and F/ETCA have agreed to provide a one-time lump sum toward the Project based on the fair-share methodology and the estimated project cost in order to alleviate measurable potential increases in cut-through traffic resulting from the 91 ECOP and 241/91 EC; and COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
WHEREAS, the City intends to complete construction of the Project within two years from opening of the 91 ECOP, and
WHEREAS, the Parties intend to enter into this Cooperative Agreement to establish and coordinate their respective responsibilities with respect to the Project, as further set forth herein; and NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by RCTC, F/ETCA and the City as follows:
TERMS
1. Incorporation of Defined Terms in Recitals. The recitals set forth above define certain terms which are used in this Cooperative Agreement and are incorporated into this Cooperative Agreement by reference as though fully set forth herein.
2. Term. This Cooperative Agreement shall be effective as of the date first set forth above and shall continue in effect until sixty (60) days after the date on which the City provides a copy of the recorded notice of completion or equivalent for the Project, as further described in Section 7.4 below, to RCTC and F/ETCA.
3. General Agreement to Cooperate. The Parties agree to mutually cooperate in order to ensure that the Project is successfully completed with minimum impact to the Parties, and the public.
4. Fair Share Payment. Parties have identified necessary improvements to alleviate potential increases in cut-through traffic associated with the 91 ECOP and 241/91 EC projects, which have been incorporated into the Project. Further, the Parties have established a fair share contribution plan based on the proportional potential increases in cut-through traffic associated with the 91 ECOP and 241/91 EC projects on Green River Road/Foothill Parkway relative to the estimated Total Project Cost of the Project. The proportional calculation, attached hereto as Exhibit “A” and incorporated herein by this reference (hereinafter referred to as the “Fair Share Calculation”), which identifies the Project and sets forth the applicable fair share contributions for RCTC and for F/ETCA, respectively, as provided herein.
5. Obligations of RCTC. RCTC shall contribute its fair share toward the Total Project Cost. The Parties agree that RCTC’s fair share shall be as shown in Exhibit C. RCTC’s fair share contribution is $393,522 (the “RCTC Fair Share Contribution”), which shall be paid as a lump sum to the City and used solely for actual costs incurred for the Project and for no other purpose, consistent with the methodology described in the traffic analysis for Green River Road/Foothill Parkway. The Parties acknowledge and agree that nothing in this Cooperative Agreement commits RCTC to approving or constructing the Project. No services or materials will be furnished by RCTC for the Project. RCTC shall make the RCTC Fair Share Contribution within sixty (60) days of the date this Cooperative Agreement is executed by all Parties.
6. Obligations of F/ETCA. F/ETCA shall contribute its fair share toward the Total Project Cost. The Parties agree that F/ETCA’s fair share shall be as shown in Exhibit C. F/ETCA’s fair share contribution is $119,545 (the “F/ETCA Fair Share Contribution”), which shall be paid as a lump sum to the City and used solely for actual costs incurred for the Project and for no other purpose, consistent with the methodology described in the traffic analysis for Green River Road/Foothill Parkway. The Parties acknowledge and agree that nothing in this Cooperative Agreement commits COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
F/ETCA to approving or constructing the Project. No services or materials will be furnished by F/ETCA for the Project. F/ETCA shall make the F/ETCA Fair Share Contribution within sixty (60) days of the date this Cooperative Agreement is executed by all Parties.
7. Obligations of the City
7.1 The City shall maintain the funding provided by RCTC and F/ETCA in a separate or existing account with project-specific ledger number, designated for use on the Project, and shall use the funding for no other purpose.
7.2 The City shall maintain complete and accurate records with respect to all costs and expenses incurred for the Project and funded under this Cooperative Agreement. All such records shall be clearly identifiable. The City shall allow representatives of RCTC and F/ETCA during the City’s normal business hours to examine, audit, and make transcripts or copies of such records, or shall provide copies of such records to RCTC and F/ETCA upon request.
7.3 The City shall be responsible for procuring all design, construction management, and other professional and construction services, and providing staff resources, as necessary to complete the Project. The City shall be responsible for all selection and contracting to complete the Project in compliance with all applicable local, state, and federal laws, including, without limitation, the California Public Contract Code and the California Labor Code. The City shall also be responsible for complying with California Environmental Quality Act (“CEQA”) and for obtaining all environmental clearances, approvals, and permits necessary to complete the Project. The Parties acknowledge that the City's full compliance with the CEQA and all other applicable laws are a precondition to any construction of the Project.
7.4 City shall engage the services of a contractor (“Contractor") to complete the Project. Upon completion of Project construction, the City shall record a notice of completion for the Project in accordance with California Civil Code Section 3093 et seq., and any applicable provisions of the California Public Contract Code.
7.5 The City shall be responsible for all Project costs in excess of the RCTC Fair Share Contribution and F/ETCA Fair Share Contribution. No additional funding for the Project shall be provided by RCTC or F/ETCA.
7.6 The City shall obtain, or shall require the Contractor to obtain, all required permits, approvals, and authorizations necessary for the performance of the Project. Such permits and approvals shall include, but are not limited to, those required by any applicable local, state, or federal agencies.
7.7 The City shall complete the design and construction of the Project in a timely manner so as to avoid adverse effects to the public. The City agrees that the Project shall not interfere with the 91 ECOP and 241/91 EC projects. To this end, the City shall coordinate and cooperate with RCTC and F/ETCA, and their consultants and contractors, to ensure that such interference does not occur and that the 91 ECOP and 241/91 EC projects may proceed as scheduled. Such coordination and cooperation shall include, but not be limited to, coordination and implementation of traffic control measures and detours.
In the event that interference with the 91 ECOP or 241/91 EC project occurs, or is reasonably COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
anticipated, the 91 ECOP and 241/91 EC projects shall take priority over the Project. The City shall immediately comply with any and all directions given by RCTC or F/ETCA to address, prevent, mitigate, or eliminate such interference.
7.8 The City shall install, maintain, operate, and repair its facilities in a manner which avoids or minimizes, to the extent possible and reasonable, any impact to the 91 ECOP and 241/91 EC projects.
7.9 To the extent permitted by law, the City shall indemnify, defend, and hold harmless RCTC and F/ETCA, including their members, officers, employees, and agents from and against contractor and third-party claims, damages, losses, and expenses, including reasonable attorneys’ fees in the performance of this Cooperative Agreement.
7.10 As between RCTC, F/ETCA and the City, the City and its consultants shall be responsible for performing all design reviews and construction inspections of the Project to ensure conformance with City standards and the construction contract, including, but not limited to, the technical provisions of said contract. The City shall allow RCTC and F/ETCA staff access to the Project site at all times to perform observation of any Project improvements. Such observation, if completed, shall be for RCTC’s and F/ETCA’s benefit only and shall not relieve the City of any of its responsibilities under this Cooperative Agreement.
7.11 The City, as the owner of the improvements constructed pursuant to this Cooperative Agreement, shall be solely responsible for all future maintenance and associated costs of the Project improvements.
8. Time is of the Essence. Each Party warrants that it shall make its best efforts to perform all obligations assigned to it related to the Project in such a manner as to allow the Project to progress as scheduled. The City’s objective is to complete construction of the project within two years from opening of the 91 Eastbound Corridor Operations Project. If the project is not completed within such two-year period, except for the traffic management, the Parties shall meet and confer to determine an appropriate course of action, and F/ETCA and RCTC will have no further obligations.
9. Dispute Resolution. Unless otherwise specified herein, the Parties shall submit any unresolved dispute to RCTC’s Executive Director, F/ETCA’s Chief Executive Officer, and the City Manager, as applicable, for negotiation. The Executive Director, Chief Executive Officer and the City Manager agree to undertake good faith attempts to resolve any said dispute, claim, or controversy within twelve (12) business days after the receipt of written notice from the Party alleging that a dispute, claim or controversy exists. The Parties additionally agree to cooperate with the other Parties in scheduling negotiation sessions. However, if said matter is not resolved within thirty-five (35) calendar days after conducting the first negotiating session, any Party may, but is not required to, request that the matter be submitted to further dispute resolution procedures, as may be agreed upon by the Parties.
10. Legal Action. If a matter is not resolved within thirty-five (35) calendar days after the first negotiating session between the Executive Director, Chief Executive Officer, and the City Manager, unless otherwise agreed upon in writing by the Parties, any Party may proceed with any other remedy available in law or in equity.
11. Indemnification.
COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
11.1 RCTC shall indemnify, defend and hold the City, F/ETCA, and their directors, officials, officers, employees, agents, consultants and contractors free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or breach of law, or willful misconduct of RCTC, its officials, officers, employees, agents, consultants or contractors in the performance of RCTC’s obligations under this Cooperative Agreement, including the payment of all reasonable attorneys fees.
11.2 F/ETCA shall indemnify, defend and hold the City, RCTC and their directors, officials, officers, employees, agents, consultants and contractors free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or breach of law, or willful misconduct of F/ETCA, its officials, officers, employees, agents, consultants or contractors in the performance of F/ETCA’s obligations under this Cooperative Agreement, including the payment of all reasonable attorneys fees.
11.3 The City shall indemnify, defend and hold RCTC, F/ETCA, and their directors, officials, officers, employees. agents, consultants and contractors free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or inequity, to property or persons. including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or breach of law, or willful misconduct of the City, its officials, officers, employees, agents, consultants or contractors in the performance of the City’s obligations under this Cooperative Agreement, including the payment of all reasonable attorneys fees.
11.4 The indemnification provisions set forth in this Section 11 shall survive any expiration or termination of this Cooperative Agreement.
12. Notices. All notices, requests, demands and other communications required or permitted to be given under this Cooperative Agreement shall be in writing and shall either be delivered in writing by certified or registered first class mail, postage prepaid, deposited in the United States mail, and properly addressed to the Party at its address set forth below, or at any other address that such Party may designate by written notice to the other Party:
RCTC:
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attn: David Thomas
F/ETCA:
Foothill/Eastern Transportation Corridor
Agency125 Pacifica
Irvine, CA 92618
Attn: Stephanie Blanco, Chief Capital Programs Officer
CITY:
City of Corona
400 S. Vicentia Avenue Corona, CA 92882
Attn: Savat Khamphou, Public Works Director
COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
13. Force Majeure. The failure of performance by any Party (except for payment obligations) hereunder shall not be deemed to be a default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, railroad, or suppliers; acts of another Party; acts or failure to act of any other public or governmental agency or entity (other than that acts or failure to act of the Parties); or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform or relief from default. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to another party within thirty (30) days of the commencement of the cause. Times of performance under this Cooperative Agreement may also be extended in writing by mutual agreement between the Parties.
14. Amendments. This Cooperative Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing.
15. Assignment of Cooperative Agreement. No Party may assign or transfer its respective rights or obligations under this Cooperative Agreement without the express written consent of the other Parties. Any purported assignment or transfer by one Party without the express written consent of the other Parties shall be null and void and of no force or effect.
16. Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of any Party shall be deemed to waive or render unnecessary such Party’s consent to or approval of any subsequent act of the other Parties. Any waiver by any Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Cooperative Agreement.
17. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Cooperative Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Cooperative Agreement, which shall be interpreted to carry out the intent of the parties hereunder.
18. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Cooperative Agreement, shall survive any such expiration or termination.
19. Third Party Beneficiaries. There are no third-party beneficiaries to this Cooperative Agreement.
20. Electronically Transmitted Signatures. A manually signed copy of this Cooperative Agreement which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Cooperative Agreement for all purposes. This Cooperative Agreement may be signed using an electronic signature.
21. Counterparts. This Cooperative Agreement may be signed in counterparts; each of which shall constitute an original.
COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
22. Entire Agreement. This Cooperative Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings.
[SIGNATURES ON NEXT PAGE]
COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
SIGNATURE PAGE
TO
COOPERATIVE AGREEMENT
AMONG
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY AND
THE CITY OF CORONA
FOR GREEN RIVER ROAD/FOOTHILL PARKWAY IMPROVEMENT PROJECT RCTC Agreement No. 26-31-091-00
F/ETCA Agreement No. K001635
IN WITNESS WHEREOF, the Parties hereto have executed this Cooperative Agreement on the date first herein above written.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Signature
Aaron Hake
Executive Director
Approved as to Form:
By:
Best Best & Krieger LLP
General Counsel
FOOTHILL/EASTERN
TRANSPORTATION CORRIDOR
AGENCY
By:
Signature
Ryan Chamberlain
Chief Executive Officer
Approved as to Form:
By:
Ben Rubin, Nossaman
General Counsel
CITY OF CORONA
By: By:
Signature Signature
Savat Khamphou Jacob Ellis
Public Works Director City Manager
Approved as to Form:
By:
Dean Derleth
City Attorney
COOPERATIVE AGREEMENT RCTC Agreement No. 26-31-094-00
FOR DESIGN AND CONSTRUCTION OF F/ETCA Agreement No. K001635
THE GREEN RIVER/FOOTHILL PKWY IMPROVEMENT PROJECT
EXHIBIT "A"
PROJECT IMPROVEMENTS,
TOTAL PROJECT COSTS,
AND FAIR SHARE CALCULATION
[attached behind this page]
Exhibit A - Fair Share Estimate
NO. ITEM DESCRIPTION
UNIT OF
MEASURE EST. QTY. UNIT PRICE ITEM COST
ACTUAL FAIR
SHARE
ACTUAL
CONTRIBUTION
1 ATMS Fiber Extension (Green River) LS 1 $615,000 $615,000 15.0% $92,250 Fiber Drop Cable (Installed) LF 14,000 $5.00 $70,000
3" PVC Conduit (Bore) LF 12,500 $38.00 $475,000
Fiber Splice Closure EA 2 $3,000 $6,000
Fiber Patch Panel EA 2 $1,500 $3,000
Testing of Fiber LS 1 $5,000 $5,000
Hub Cabinet and Switch LS 1 $30,000 $30,000
Electrical Service for Hub Cabinet LS 1 $10,000 $10,000 Pullboxes EA 20 $800 $16,000
2 ATMS Fiber Extension (Foothill) LS 1 $201,800 $201,800 3.1% $6,256 Fiber Drop Cable (Installed) LF 4,200 $5.00 $21,000
3" PVC Conduit (Bore) LF 4,200 $38.00 $159,600
Fiber Splice Closure EA 2 $3,000 $6,000
Fiber Patch Panel EA 2 $1,500 $3,000
Testing of Fiber LS 1 $5,000 $5,000
Pullboxes EA 9 $800 $7,200
3 CCTV Cameras LS 1 $86,000 $86,000
GRR at 91 EB Ramp (On New 45' CCTV Pole, Cabinet, Service) EA 1 $35,000 $35,000 15.7% $5,495 GRR at Dominguez Ranch (On existing TS) EA 1 $8,000 $8,000 14.9% $1,192 Foothill at Bedford (On New 45' CCTV Pole, Cabinet, Service) EA 1 $35,000 $35,000 6.5% $2,275 Foothill at Crossroads (On existing TS) EA 1 $8,000 $8,000 6.5% $520 4 Dual Arm DMS - Green River LS 1 $202,500 $202,500 15.7% $31,793 Sign Panels EA 2 $50,000 $100,000
Structure EA 1 $75,000 $75,000
Electrical Service for DMS EA 1 $10,000 $10,000
Ethernet Switch EA 1 $2,500 $2,500
DMS Controller Cabinet EA 1 $15,000 $15,000
5 Dual Arm DMS - Foothill EA 1 $202,500 $202,500 3.1% $6,278 Sign Panels EA 2 $50,000 $100,000
Structure EA 1 $75,000 $75,000
Electrical Service for DMS EA 1 $10,000 $10,000
Ethernet Switch EA 1 $2,500 $2,500
DMS Controller Cabinet EA 1 $15,000 $15,000
6 Speed Feedback Radar Signs LS 1 $40,000 $40,000
Located between Fresno Road and Dominguez Ranch - EB EA 1 $10,000 $10,000 15.7% $1,570 Located between East and West Ridgeline Drive - EB EA 1 $10,000 $10,000 11.2% $1,120 Located between Paseo Grande and Border - EB EA 1 $10,000 $10,000 11.2% $1,120 Located between Lincoln and High Grove - EB EA 1 $10,000 $10,000 6.3% $630 7 LED Chevron Signs at Green River LS 1 $25,000 $25,000 14.9% $3,725 8 Cut Through Study (LPR vs Streetlight) LS 1 $50,000 $50,000 100.0% $50,000 9 Corridor Timing Plans (COC Supplied Data, AM/PM) LS 1 $40,000 $40,000 100.0% $40,000 10 Traffic Management annual 10 $114,000 $1,140,000 15.7% $178,980 $2,602,800 $423,203
$260,280 $42,320
$2,863,080 $465,523
$3,319,094 $31,182
$16,361
Fair Share Total $513,067
TCA Share $119,545
RCTC Share $393,522
GREEN RIVER ROAD/FOOTHILL PARKWAY IMPROVEMENT PROJECT
With 3% Escalation at 2 yrs
Sub Total
Contingency (10%)
Total
With 3% Escalation at 5 yrs
Project Description Total Project Cost Fair Share Calculation Green River Road and Foothill Parkway between State Route 91 (“SR-91”) and Interstate 15 within the City of Corona