COOPERATIVE AGREEMENT
This Cooperative Agreement (“Agreement”) is made and entered into this day of _________________ 2025 by and between the CITY O F FULLETON, a municipal corporation (“FULLERTON”), and the CITY OF BREA, a municipal corporation (“BREA”); and the CITY OF LA HABRA, a municipal corporation ( “LA HABRA”). FULLERTON, BREA and LA HABRA are sometimes referred to herein individually as “Party” and collectively as “Parties”.
RECITALS
WHEREAS, segment of Palm Street pavement requires r ehabilitation, including segments of Bonita Place located entirely within Fullerton’s boundary; and
WHEREAS, portions of said segment of Palm Street is within FULLERTON, BREA and LA HABRA, as shown on Attachment 1; and
WHEREAS, the cost of design and construction of sai d rehabilitation of Palm Street, hereinafter referred to as the “Project”, will be p roportionately funded by FULLERTON, BREA and LA HABRA.
WHEREAS, the project construction is programmed for Spring and Summer 2026, with the portion of Palm Street between Lambert Road and La Habra Boulevard completed when Sonora High School is not in regular session.
NOW, THEREFORE, in consideration of the promises an d agreements hereinafter set forth, the Parties hereby agree as follows:
SECTION I
FULLERTON shall:
1. Be designated lead agency for the Project.
2. Coordinate preparation of detailed plans, specifications, and estimate for the Project.
3. Be designated as the contracting and construction a gent for the parties to do and perform all acts necessary or required in order to construct the Project in accordance with the plans, including material control, inspect ion of construction work, and to execute and deliver all documents necessary or requ ired in connection with the construction and completion of the Project, includi ng provision of notice of final inspection, certification of day labor, equipment a nd material cost, and certification of completion of the Project.
4. Bear the cost of the design and construction as to that portion of the Project located within its jurisdiction.
Palm Street Area Rehabilitation
Fullerton, Brea and La Habra
SECTION II
BREA shall:
1. Review and approve plans and specifications as to d esign and construction affecting the construction, operation, and maintenance of the portion of the Project within BREA.
2. At all times during the progress of construction of the Project, have access to the work for the purpose of inspection thereof, and should B REA deem any remedial measures to be necessary prior to FULLERTON’s acceptance of the work, BREA shall notify FULLERTON in writing.
3. Reimburse FULLERTON for actual, final design costs of the portion of the Project within BREA, estimated to be $39,000, after said po rtion of Project has been completed to BREA’s reasonable satisfaction. BREA’s final pa yment shall be based on the actual cost of design work. FULLERTON shall present an in voice to BREA upon completion of the work and BREA shall pay such invoiced amount within forty-five (45) days.
4. Reimburse FULLERTON for actual, final construction costs of the portion of the Project within BREA, estimated to be $950,000, afte r said portion of Project has been completed to BREA’s reasonable satisfaction. BREA’ s final payment shall be based on the actual cost of construction work. BREA actual c onstruction costs shall take into account labor actually performed, and quantities of materials utilized. FULLERTON shall present an invoice to BREA upon completion of the work and BREA shall pay such invoiced amount within forty-five (45) days.
SECTION III
LA HABRA shall:
1. Review and approve plans and specifications as to d esign and construction affecting the construction, operation, and maintenance of the por tion of the Project within LA HABRA.
2. At all times during the progress of construction of the Project, have access to the work for the purpose of inspection thereof, and should L A HABRA deem any remedial measures to be necessary prior to FULLERTON’s accep tance of the work, LA HABRA shall notify FULLERTON in writing.
3. Reimburse FULLERTON for actual, final design costs estimated to be $36,000, after said portion of Project has been completed to LA HA BRA’s reasonable satisfaction.
LA HABRA’s final payment shall be based on the actu al cost of design work.
FULLERTON shall present an invoice to LA HABRA upon completion of the work and LA HABRA shall pay such invoiced amount within forty-five (45) days.
Palm Street Area Rehabilitation
Fullerton, Brea and La Habra
4. Reimburse FULLERTON for actual, final construction costs estimated to be $935,000, after said portion of Project has been completed to LA HABRA’s reasonable satisfaction. LA HABRA’s final payment shall be ba sed on the actual cost of construction work. LA HABRA’s actual construction c osts shall take into account labor actually performed, and quantities of materials uti lized, FULLERTON shall present an invoice to LA HABRA upon completion of the work and LA HABRA shall pay such invoiced amount within forty-five (45) days.
SECTION IV
IT IS MUTUALLY AGREED by the parties hereto that:
1. FULLERTON, BREA and LA HABRA, and each of their ele cted officials, officers, employees and agents, shall be named as additional insureds in all construction contract commercial general and automobile liability insurance policies.
2. No Party, nor any officer or employee thereof, shal l be responsible for any damage or liability occurring by reason of anything done or o mitted to be done by other Party’s, its officers, employees, agents, contractors, or subcon tractors, under or in connection with any work, authority, or jurisdiction delegated to t he Parties under this Agreement. It is also understood and agreed that, pursuant to Govern ment Code Section 895.4, each Party shall defend, indemnify, and hold other Party ’s, its elected officials, officers, agents, and employees, harmless from any claims, ac tions, suits or other legal proceedings for injury (as defined by Government Co de Section 810.8) occurring, whether actually, allegedly, or impliedly, by reaso n of anything done or omitted to be done by a Party under or in connection with any wor k, authority or jurisdiction delegated to the respective Party under this Agreem ent. Party’s obligation to indemnify other Party’s shall not apply to claims and liabili ties actually or allegedly arising out of or resulting from other Party’s review or approval of plans and/or specifications as to design and construction affecting the construction, operation, and/or maintenance of the Project.
3. This Agreement, together with any and all exhibits, each of which is hereby incorporated by reference, constitutes the entire a greement between the Parties with respect to the subject matter herein. No represent ation or promise, whether verbal or written, that is not set forth herein, shall be binding or have any force or effect on any of the Parties.
4. In the event of any dispute concerning any aspect o f this Agreement, the Parties’ representatives shall work in good faith to resolve any such dispute to each Party’s satisfaction prior to initiation of any court actio n; provided, however, that nothing herein shall prevent either Party from utilizing al l remedies at law or equity in the event such dispute cannot be resolved within thirty (30) days of a written request by one Party to meet and confer with the other to resolve such dispute, or such other period of time as agreed upon in writing.
5 6
7 a. Each Party shall designate, in writing, a representative for purposes of administration of this Agreement, and each such representative shall be available during normal business hours to serve in that capacity. b. Notices permitted or required to be given pursuant to this Agreement shall be personally delivered, or mailed by first class mail, postage prepaid, to each Party's principal place ofbusiness. Notice shall be deemed given upon personal delivery, or three (3) business days after deposit in the U.S. Mail.
This Agreement shall be binding upon each Party, and each of their successors in interest, assigns. lessees. and tenants.
The prevailing Party in any action brought for breach or to enforce any provision ofthis Agreement, shall be entitled to recover its reasonable attomey fees. expert's costs, and all court costs.
Within forty-five (45) days after completion of and acceptance of the work by FULLERTON, its City Engineer or designee shall noti$ BREA and LA HABRA in writing, of the date thereof and the probable date that a final accounting of BREA's and LA HABRA's share of the cost of the Project will be submitted. If outstanding charges (such as contractor's claims and liens) delay the final accounting, FULLERTON shall so advise BREA and LA LIABRA and a final accounting shall be presented within ninety (90) days from the date of completion ofthe work. lN WITNESS WHEREOF, this agreement has been duly executed by the respective parties hereto by their duly authorized officers as ofthe date hereinabove first written.
CITY OF FULLERTON
ATTEST:
8 FRED JLNG
MAYOR
CITY OF BREA
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Cooryralive Agreemenl
Palm Street Area Rehabililarion
Fullerlon, Brea and La Habra
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TY CLERK
BREA and LA HABRA shall have the right to review all invoices, warrants and other related documents used in preparing the final accounting.
LUCINDA WILLIAMS
CITY CLERK
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lN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed the date and year first above wrinen.
CITY OF LA HABRA,
Amunlc tion
1t,l.s
Jim City Manager
APPROVED AS TO FORM:
Keith F. Collins. City Attomey
Date:
DaIe:
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ATTEST:
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Rhonda J. Barorre. MC. City Clerk
Attachments:
. Attachment I - Project Location
Plrtlll(La. fu,lr7l.
PALM STREET AREA REHABILITATION PROJECTCOOPERATIVE AGREEMENT EXPECTED LIMITS OF WORKATTACHMENT 1SHEET 1 OF 1MAY 2025
PALM ST
IMPERIAL HWY
LAMBERT RDBONITA PL
MOONSTONE
LA HABRA BLVD
CITY OF FULLERTONCITY OF BREA
CITY OF FULLERTONCITY OF LA HABRA
CITY OF LA HABRACITY OF BREA
CITY OF LA HABRACITY OF BREA
CITY OF LA HABRACITY OF BREA
TANGLEWOOD ST
KERRWOOD STSKYWOOD ST
BONITA PL
LEGEND= FULLERTON EXPECTED LIMIT OF WORK= BREA EXPECTED LIMIT OF WORK= LA HABRA EXPECTED LIMIT OF WORK