Tuesday, August 13, 2024
REVISED
AGENDA MATERIAL
For Item No. 10
MEETING DATE: August 13, 2024
ITEM NUMBER: 10
ITEM DESCRIPTION: Contract Maintenance Agreements with San Bernardi no County (Public Works -Transportation) and San Bernardino County Flood Control District
SUBMITTED BY: Octavio Duran, Public Works Director/City Engineer
Attached are the revised Contract Maintenance Agreements referenced from pages 3 to 19 of the staff report. Changes have been marked in red.
THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY Contract Number
SAN BERNARDINO
COUNTY
SAP Number
Public Works
Department Contract Representative Johnny D. Gayman, P.E.
Engineering Manager
Telephone Number 909) 387- 7997
Contractor City of Highland
Contractor Representative Octavio Duran Jr., P. E.
Telephone Number 909) 864- 6861
Contract Term Approximately 5 years ending
September 30, 2029
Original Contract Amount Not to exceed $ 60,000 per project and $ 100,000 for each party per
fiscal year
Amendment Amount
Total Contract Amount 100,000 annually
Cost Center 6650002000
Grant Number ( if applicable)
IT IS HEREBY AGREED AS FOLLOWS:
WHEREAS, City of Highland ( CITY) has observed that many of its street facilities and related appurtenances within its jurisdictional area need occasional maintenance and repair; and WHEREAS, Streets and Highways Code sections 1685 and 1803 authorize CITY to contract with San Bernardino County( COUNTY) for the maintenance, construction or repair of CITY streets, if the legislative body of CITY determines that it is necessary for the more efficient maintenance, construction, or repair of said streets; and
WHEREAS, COUNTY and CITY are sometimes individually referred to in this Agreement as PARTY and collectively referred to as PARTIES; and
WHEREAS, the legislative body of CITY determines that it is necessary for the more efficient maintenance and repair of its street facilities and related appurtenances within CITY to contract with COUNTY for COUNTY to sometimes perform said work, including emergency work, on CITY street facilities and related appurtenances located within the incorporated area of CITY ( hereinafter referred to as " CONTRACT WORK"); and Standard Contract Page 1 of 7
WHEREAS, CONTRACT WORK will be performed by COUNTY staff and/ or COUNTY contractors; and WHEREAS, CONTRACT WORK will not exceed sixty thousand dollars ($ 60, 000) per project and CITY will reimburse COUNTY for all costs incurred by COUNTY in performing such CONTRACT WORK requested by CITY and completed by COUNTY; and
WHEREAS, Streets and Highways Code section 1710 authorizes COUNTY to contract with CITY for the CITY' s maintenance, construction or repair of COUNTY highways; and WHEREAS, COUNTY has determined that it is necessary for the more efficient maintenance and repair of its highway facilities and related appurtenances to contract with CITY for CITY to sometimes perform CONTRACT WORK, which includes emergency work, on COUNTY highway facilities and related appurtenances located within CITY' s sphere of influence as defined by the San Bernardino County Local Agency Formation Commission; and
WHEREAS, CONTRACT WORK will be performed by CITY staff and/ or CITY contractors; and WHEREAS, CONTRACT WORK will not exceed sixty thousand dollars ($ 60, 000) per project and COUNTY will reimburse CITY for all costs incurred by CITY in carrying-out CONTRACT WORK requested by COUNTY and completed by CITY; and
WHEREAS, COUNTY and CITY desire to set forth the responsibilities and obligations of each as they pertain to the work described in this Agreement.
NOW, THEREFORE, IT IS MUTUALLY AGREED as follows:
SECTION I
1. 0 For CONTRACT WORK provided to CITY:
COUNTY AGREES TO:
1. 1 Schedule requested work upon receipt of a written " Notice to Proceed" from CITY and to provide to CITY a schedule of work days anticipated for the work for CITY concurrence. COUNTY, through its authorized representative identified in Paragraph 4. 5 and in its sole discretion, shall decide whether to approve or disapprove an individual " Notice to Proceed" and provide specific services to CITY.
1. 2 Utilize COUNTY' s Department of Public Works labor force and/ or contractors in providing services under this Agreement.
1. 3 Obtain a no-cost permit from CITY for any CONTRACT WORK to be performed within CITY' s right- of- way. COUNTY' s Director of Public Works, or the Director' s designee, shall have the authority to obtain a permit from CITY for CONTRACT WORK.
1. 4 Upon completion of each individual work assignment, submit to CITY an itemized accounting of actual CONTRACT WORK costs incurred by COUNTY and an invoice for such costs.
1. 5 COUNTY shall require all contractors and vendors providing CONTRACT WORK to have appropriate and adequate insurance coverage for the mutual protection and benefit of the PARTI ES.
1. 6 Enforce COUNTY' 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.
When applicable, COUNTY shall fill out and submit to the California Department of Industrial Relations a PWC- 100 form.
CITY AGREES TO:
1. 7 Provide COUNTY a written " Notice to Proceed" for any authorized work requested by CITY.
1. 8 Provide a no-cost permit to COUNTY for its work within CITY's right-of-way.
Revised 7/ 1/ 24 Page 2 of 7
1. 9 After COUNTY completes each individual CONTRACT WORK assignment and submits an itemized accounting of actual CONTRACT WORK costs incurred by COUNTY along with an invoice, to reimburse COUNTY for CONTRACT WORK costs within sixty( 60) calendar days after receipt of invoice.
1. 10 Provide a qualified representative who shall have the authority to discuss and attempt to resolve any issues or disputes which may arise concerning the CONTRACT WORK with the COUNTY.
1. 11 Comply with any applicable California Environmental Quality Act( CEQA) requirements as well as completing the required CEQA documents.
1. 12 When applicable, fill out and submit to the California Department of Industrial Relations a PWC- 100 form.
SECTION II
2. 0 For CONTRACT WORK provided to COUNTY:
CITY AGREES TO:
2. 1 Schedule the COUNTY requested CONTRACT WORK upon receipt of a written " Notice to Proceed" from the COUNTY and provide to COUNTY a schedule of work days anticipated for the CONTRACT WORK for COUNTY' s concurrence. CITY, through its authorized representative identified in Paragraph 4. 5 and in its sole discretion, shall decide whether to approve or disapprove an individual " Notice to Proceed" and provide specific services to COUNTY.
2. 2 Utilize CITY' s labor force and/ or contractors in providing services under this Agreement.
2. 3 Obtain a no-cost permit from COUNTY for work within COUNTY' s right- of-way.
2. 4 Upon completion of each CONTRACT WORK assignment, submit to COUNTY an itemized accounting of CONTRACT WORK costs incurred by CITY and an invoice for such costs.
2. 5 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.
2. 6 Accept all payments from COUNTY via electronic funds transfer( EFT) directly deposited into the CITY' s designated checking or other bank account. CITY shall promptly comply with directions and accurately complete forms provided by COUNTY required to process EFT payments— by check ..
2. 7 When applicable, CITY shall fill out and submit to the California Department of Industrial Relations a PWC- 100 form.
COUNTY AGREES TO:
2. 8 Provide CITY a written " Notice to Proceed" for any authorized work requested by COUNTY.
2. 9 Provide a no- cost permit to CITY for its work within COUNTY' s right- of-way.
2. 10 After CITY completes each individual CONTRACT WORK assignment and submits an itemized accounting of actual CONTRACT WORK costs incurred by CITY along with an invoice, to reimburse CITY for CONTRACT WORK costs within sixty ( 60) calendar days after receipt of invoice.
2. 11 Provide a qualified representative who shall have the authority to discuss and attempt to resolve any issues or disputes which may arise concerning the CONTRACT WORK with the CITY.
2. 12 Comply with any applicable CEQA requirements as well as completing the required CEQA documents.
2. 13 When applicable, fill out and submit to the California Department of Industrial Relations a PWC- 100 form.
SECTION III
3. 0 IT IS MUTUALLY AGREED:
3. 1 The types of CONTRACT WORK shall include, but not be limited to: maintenance or emergency repair of streets/ highways, appurtenant fencing, culvert or drainage facilities, grading and application of soil stabilization product on dirt roads, as well as providing heavy equipment for storm debris cleanup, striping, chip sealing, maintenance or emergency paving.
Revised 7/ 1/ 24 Page 3 of 7
3. 2 COUNTY and CITY will accept payment from each other for CONTRACT WORK requested by CITY or COUNTY for up to sixty thousand dollars ($ 60, 000) per project.
3. 3 The cost for each project shall not exceed sixty thousand dollars ($ 60, 000).
3. 4 The total cost for all work performed pursuant to Section 1.0 shall not exceed one hundred thousand dollars ($ 100,000) per fiscal year, absent a prior written amendment to this Agreement.
The total cost for all work performed pursuant to Section 2.0 shall not exceed one hundred thousand dollars ($ 100,000) per fiscal year, absent a prior written amendment to this Agreement.
3. 5 CITY or COUNTY is only responsible to provide the CONTRACT WORK of facilities identified in the " Notice to Proceed" from the requesting party ( CITY or COUNTY) and agreed to by the non- requesting party ( CITY or COUNTY). After completion of CONTRACT WORK on any particular facility, the requesting party ( CITY or COUNTY) shall be responsible for all future maintenance and repair work associated with the CONTRACT WORK, unless the non- requesting party ( CITY or COUNTY) receives a future request to provide additional CONTRACT WORK under this Agreement, followed by an approval of a written " Notice to Proceed."
3. 6 The PARTIES shall comply with all applicable laws and regulations, including, but not limited to, all applicable Public Contract Code ( e. g. bidding requirements), Labor Code( e.g. prevailing wage requirements), Business and Professions Code ( e. g. licensing requirements), and Civil Code requirements ( e.g. payment bond requirements).
SECTION IV
4. 0 IT IS FURTHER UNDERSTOOD AND AGREED:
4. 1 The requesting party (CITY or COUNTY) shall prepare and submit to the non-requesting party CITY or COUNTY) a " Notice to Proceed" that outlines the work requested within the scope and budget limitations of this Agreement. The Notice to Proceed shall include the location ( street( s) or highway( s)) the work shall take place on, the scope of the work, the requested schedule, the level of service required ( if necessary), and other pertinent terms and details for the project within the scope of this Agreement. The COUNTY Director of Public Works and the CITY Director of Public Works/ City Engineer shall have the authority to prepare and submit a " Notice to Proceed," as well as provide estimates and approve CONTRACT WORK projects up to $ 60, 000 each. The non- requesting party shall develop cost estimates and project schedules for review by the requesting party using COUNTY/ CITY- approved labor and equipment rates that include fringe and overhead for actual employee classifications, equipment rates that will recover the depreciation expenses and the maintenance and repair cost of the equipment used for the proposed work assignment and estimated material costs. If requested, the estimate of cost will be provided to the requesting party prior to the commencement of work. The non- requesting party is under no obligation to perform work tasks and the non- requesting party' s representative identified in Paragraph 4.5 may decline to perform the requested work for any reason or for no reason.
4. 2 The Effective Date of this Agreement shall be the first date on which all of the following has occurred: ( 1) the CITY' s Council and COUNTY' s Board have approved the Agreement; and ( 2) the authorized representative of each has signed the Agreement.
4. 3 Insurance and Indemnification
COUNTY and CITY are authorized self- insured or partially self- insured public entities for purposes of Professional Liability, General Liability, Automobile Liability and Worker's Compensation and warrant that through their respective programs of self- insurance and insurance, they have adequate coverage or resources to protect against liabilities arising out of performance of the terms, conditions or obligations of this Agreement.
Neither CITY nor any officer, employee, agent, or volunteer of CITY shall be responsible for any damage or liability arising out of, pertaining to, or relating to any acts or omissions on the part of COUNTY or its contractors under or in connection with any work, authority or jurisdiction delegated to and performed by COUNTY or its contractors under this Agreement. It is also understood and agreed that, pursuant to Government Code section 895.4, COUNTY shall fully indemnify, defend with counsel approved by CITY) and hold CITY and its officers, employees, agents, and Revised 7/ 1/ 24 Page 4 of 7
volunteers harmless from any liability imposed for injury( as defined by Government Code section 810. 8) arising out of, pertaining to, or relating to any acts or omissions on the part of COUNTY or its contractors under or in connection with any work, authority or jurisdiction delegated to and performed by COUNTY or its contractors under this Agreement.
Neither COUNTY nor any officer, employee, agent or volunteer of COUNTY shall be responsible for any damage or liability arising out of, pertaining to, or relating to any acts or omissions on the part of CITY or its contractors under or in connection with any work, authority or jurisdiction delegated to and performed by CITY or its contractors under this Agreement. It is also understood and agreed that, pursuant to Government Code section 895. 4, CITY shall fully indemnify, defend with counsel approved by COUNTY) and hold COUNTY and its officers, employees, agents, and volunteers harmless from any liability imposed for injury ( as defined by Government Code section 810. 8) arising out of, pertaining to, or relating to any acts or omissions on the part of CITY or its contractors under or in connection with any work, authority or jurisdiction delegated to and performed by CITY or its contractors under this Agreement.
In the event COUNTY and/ or CITY is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this Agreement, COUNTY and/ or CITY shall indemnify the other to the extent of its comparative fault.
CITY and COUNTY agree to waive all rights of subrogation against each other.
4. 4 No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by CITY and COUNTY.
4. 5 All notices, approvals, consents or other documents required or permitted under this Agreement shall be in writing and, except as otherwise provided herein, shall be effective upon personal delivery or three calendar days after deposit in the United States mail, certified, with first class postage, fully prepaid, addressed as follows:
City of Highland San Bernardino County
27215 Base Line
825 East Third Street
San Bernardino, CA 92415
Highland, CA 92346
Authorized Representative:
Authorized Representative:
Director of Public Works
Public Works Director/ City
Engineer
4. 6 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.
4. 7 This Agreement shall be governed by the laws of the State of California. 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. Any dispute or action to enforce any obligation under this Agreement shall be filed and resolved in the appropriate Superior Court in San Bernardino County, California. In the event of litigation arising from this Agreement, each PARTY to the Agreement shall bear its own costs, including attorney' s fees. This provision concerning costs shall not apply to costs or attorney' s fees relative to paragraphs 4.3.
4. 8 This Agreement contains the entire Agreement of the PARTIES with respect to subject matter hereof, and supersedes all other prior negotiations, understandings or contracts. This Agreement mayonlybemodifiedinwriting, signedbyauthorizedrepresentativesof bothCITYandCOUNTY.
4. 9 This Agreement may be terminated, with or without cause, by either CITY or COUNTY upon thirty 30) calendar days advance written notice by the party wishing to terminate, provided however, that any such cancellation shall not be effective as to any existing obligations pursuant to any Revised 7/ 1/ 24 Page 5 of 7
CONTRACT WORK authorized prior to notice of cancellation. In the event of cancellation as provided herein, all CONTRACT WORK costs required to be paid by the PARTIES prior to the effective date of cancellation shall be paid by the PARTIES as provided in this Agreement.
4. 10 Except with respect to the indemnification obligations contained herein which shall survive the termination of this Agreement, this Agreement shall commence on the date it is approved by both PARTIES, and shall terminate on September 30, 2029, unless it is terminated early as provided in Paragraph 4. 9.
4. 11 This Agreement may be signed electronically and in counterparts, each of which shall constitute an original.
4. 12 The Recitals preceding the terms of this Agreement are incorporated into the terms hereof by this reference and constitute constructive terms of this Agreement.
4. 13 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.
Revised 7/ 1/ 24 Page 6 of 7
IN WITNESS WHEREOF, COUNTY and CITY have each caused this Agreement to be subscribed by its respective duly authorized officers on its behalf.
SAN BERNARDINO COUNTY
City of Highland
Print or type name of corporation, company, contractor, etc.) B Y
Dawn Rowe, Chair, Board of Supervisors Authorized signature- sign in blue ink) Dated: Name Penny Lilburn
SIGNED AND CERTIFIED THAT A COPY OF THIS Print or type name of person signing contract)
DOCUMENT HAS BEEN DELIVERED TO THE
CHAIRMAN OF THE BOARD Title Mayor
Lynna Monell Print or Type)
Clerk of the Board of Supervisors
San Bernardino County
By Dated:
Deputy
Address 27215 Base Line
Highland, CA 92346
FOR COUNTY USE ONLY
Approved as to Legal Form Reviewed for Contract Compliance Reviewed/ Approved by Department Aaron Gest, Deputy County Counsel Andy Silao, P. E. Noel Castillo, Director Date i Date Date
Revised 7/ 1/ 24 Page 7 of 7
THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY acOl . Floc
Contract Number
y SAP Number
yam.
9u rntx"
San Bernardino County
Flood Control District
Department Contract Representative Johnny D. Gayman, P.E.
Engineering Manager
Telephone Number 909) 387- 7997
Contractor City of Highland
Contractor Representative Octavio Duran Jr., P. E.
Public Works Director/ City
Engineer
Telephone Number 909) 864- 6861
Contract Term Approximately 5 years ending
September 30, 2029
Original Contract Amount 45, 000 per project not to exceed 100,000 for each party per fiscal
year
Amendment Amount
Total Contract Amount 100, 000 annually
Cost Center 1920002522
1930002526
Grant Number ( if applicable)
IT IS HEREBY AGREED AS FOLLOWS:
WITNESSETH
WHEREAS, flood control facilities, access roads, and related appurtenances within the jurisdiction of the City of Highland (CITY) need occasional maintenance and repair; and WHEREAS, Section 54981 of the California Government Code authorizes the legislative body of any local agency to contract with any other local agency for the performance by the latter of municipal services or functions within the territory of the former; and
WHEREAS, the San Bernardino County Flood Control District Act authorizes the San Bernardino County Flood Control District( DISTRICT) to contract with CITY for the maintenance, construction, or repair of CITY flood control facilities, access roads, and related appurtenances within CITY' s jurisdiction if the CITY' s legislative body determines that it is necessary for the more efficient maintenance and repair of said facilities, access roads, and appurtenances; and
WHEREAS, the CITY' s legislative body finds it necessary for the more efficient maintenance and repair of its flood control facilities, access roads, and related appurtenances to contract with DISTRICT for DISTRICT to sometimes perform said work, including but not limited to EMERGENCY WORK ( as defined in the Agreement below), on CITY' s flood control facilities, access roads, and related appurtenances ( DISTRICT CONTRACT WORK); and
WHEREAS, CONTRACT WORK will be performed by DISTRICT staff and/ or DISTRICT contractors; and WHEREAS, DISTRICT CONTRACT WORK will not exceed $ 45,000 per project and CITY will reimburse DISTRICT for all costs incurred by DISTRICT in performing such DISTRICT CONTRACT WORK requested by CITY and completed by DISTRICT; and
WHEREAS, the San Bernardino County Flood Control District Act also authorizes DISTRICT to contract with CITY for CITY to perform maintenance, construction, or repair of DISTRICT flood control facilities, access road, and related appurtenances within CITY' s sphere of influence as defined by the San Bernardino County Local Agency Formation Commission ( CITY' s SPHERE); and WHEREAS, DISTRICT finds it necessary for the more efficient maintenance and repair of its flood control facilities, access roads, and related appurtenances to contract with CITY for CITY to sometimes perform said work, including but not limited to EMERGENCY WORK ( as defined in the Agreement below), on DISTRICT' s flood control facilities, access roads, and related appurtenances located within CITY' s SPHERE ( CITY CONTRACT WORK); and
WHEREAS, CONTRACT WORK will be performed by CITY staff and/ or CITY contractors; and WHEREAS, CITY CONTRACT WORK will not exceed $ 45, 000 per project and DISTRICT will reimburse CITY for all costs incurred by CITY in performing CITY CONTRACT WORK as requested by DISTRICT and completed by CITY; and
WHEREAS, DISTRICT and CITY desire to set forth their respective responsibilities and obligations as they pertain to the work described in this Agreement.
NOW, THEREFORE, DISTRICT AND CITY MUTUALLY AGREED AS FOLLOWS:
SECTION I
1. 0 For DISTRICT CONTRACT WORK provided to CITY:
DISTRICT AGREES TO:
1. 1 Schedule requested DISTRICT CONTRACT WORK upon receipt of a written " Notice to Proceed" from CITY and to provide to CITY a schedule of work days anticipated for the DISTRICT CONTRACT WORK for CITY' s concurrence. DISTRICT, through its designated, authorized representative identified in Paragraph 3. 5. 2 and in its sole discretion, shall decide whether to approve or disapprove an individual Notice to Proceed and provide specific services to CITY.
1. 2 Utilize DISTRICT' s Department of Public Works labor force or contractors in providing services under this Agreement.
1. 3 Obtain a no-cost permit from CITY for any DISTRICT CONTRACT WORK to be performed within CITY' s right- of-way.
Revised 7/ 1/ 24 Page 2 of 8
1. 4 Upon completion of each individual DISTRICT CONTRACT WORK assignment, submit to CITY an itemized accounting of actual DISTRICT CONTRACT WORK costs incurred by DISTRICT and an invoice for any related costs.
1. 5 DISTRICT shall require all contractors and vendors providing CONTRACT WORK 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, DISTRICT shall require and ensure that all DISTRICT contractors performing CONTRACT WORK shall have insurance policies that contain endorsements naming the CITY 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 CITY to vicarious liability but shall allow coverage for the CITY 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. 6 Enforce DISTRICT' 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 AGREES TO:
1. 7 Provide DISTRICT a written Notice to Proceed for any authorized work requested by CITY.
1. 8 Provide a no-cost permit to DISTRICT for its work within CITY' s right- of-way.
1. 9 After DISTRICT completes each individual DISTRICT CONTRACT WORK assignment and submits an itemized accounting of actual DISTRICT CONTRACT WORK costs incurred by DISTRICT along with an invoice, to reimburse DISTRICT for DISTRICT CONTRACT WORK costs within sixty ( 60) days after receipt of invoice.
1. 10 Provide a qualified representative who shall have the authority to discuss and attempt to resolve any issues or disputes which may arise concerning the DISTRICT CONTRACT WORK with the DISTRICT.
1. 11 Comply with any applicable California Environmental Quality Act ( CEQA) requirements as well as completing any required CEQA documents.
SECTION II
2. 0 FOR CITY CONTRACT WORK PROVIDED TO DISTRICT:
CITY AGREES TO:
2. 1 Schedule the requested CITY CONTRACT WORK upon receipt of a written " Notice to Proceed" from the DISTRICT and provide to DISTRICT a schedule of work days anticipated for the CITY CONTRACT WORK for DISTRICT' s concurrence. CITY, through its designated, authorized representative identified in Paragraph 3. 5. 2 and in its sole discretion, shall decide whether to approve or disapprove an individual Notice to Proceed and provide specific services to DISTRICT.
2. 2 Utilize CITY' s labor force or contractors in providing services under this Agreement.
2. 3 Obtain a no-cost permit from DISTRICT for any CITY CONTRACT WORK within DISTRICT's right- of-way.
Revised 7/ 1/ 24 Page 3 of 8
2. 4 Upon completion of each CITY CONTRACT WORK assignment, submit to DISTRICT an itemized accounting of CITY CONTRACT WORK costs incurred by CITY and an invoice for any related costs.
2. 5 CITY shall require all contractors and vendors providing CONTRACT WORK 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 performing CONTRACT WORK 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.
2. 6 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.
DISTRICT AGREES TO:
2. 7 Provide CITY a written Notice to Proceed for any authorized work requested by DISTRICT.
2. 8 Provide a no- cost permit to CITY for its work within DISTRICT' s right- of-way.
2. 9 After CITY completes each individual CITY CONTRACT WORK assignment and submits an itemized accounting of actual CITY CONTRACT WORK costs incurred by CITY, along with an invoice, to reimburse CITY for CITY CONTRACT WORK costs within sixty( 60) days after receipt of invoice.
2. 10 Provide a qualified representative who shall have the authority to discuss and attempt to resolve any issues or disputes which may arise concerning the CITY CONTRACT WORK with the CITY.
2. 11 Comply with any applicable CEQA requirements as well as completing any required CEQA documents.
SECTION III
3. 0 IT IS MUTUALLY AGREED:
3. 1 DISTRICT CONTRACT WORK and CITY CONTRACT WORK may include, but shall not be limited to: maintenance or emergency repair of flood control facilities, access road, and related appurtenances, as well as providing heavy equipment for storm debris cleanup, repair of fencing, minor basin excavation and facility repair, culvert repair, and miscellaneous drainage repairs.
3. 2 The cost any individual project performed as DISTRICT CONTRACT WORK or CITY CONTRACT WORK shall not exceed forty- five thousand dollars ($ 45, 000).
3. 3 The total cost for all work performed pursuant to Section 1.0 shall not exceed one hundred thousand dollars ($ 100,000) per fiscal year, absent a prior written amendment to this Agreement.
The total cost for all work performed pursuant to Section 2.0 shall not exceed one hundred thousand dollars ($ 100,000) per fiscal year, absent a prior written amendment to this Agreement.
3. 4 CITY or DISTRICT is only responsible to provide the CONTRACT WORK of facilities identified in the Notice to Proceed from the requesting party (CITY or DISTRICT) and agreed to by the party performing the work ( CITY or DISTRICT). After completion of CONTRACT WORK on any particularfacility, the requestingparty (CITY or DISTRICT) shall be responsiblefor all future maintenance and repair work, unless the party performing the work (CITY or DISTRICT) receives Revised 7/ 1/ 24 Page 4 of 8
a future request to provide additional CONTRACT WORK under this Agreement, followed by an approval of a written Notice to Proceed.
3. 5 The requesting party ( CITY or DISTRICT) shall prepare and submit to the party performing the work ( CITY or DISTRICT) a Notice to Proceed that outlines the work requested within the scope and budget limitations of this Agreement.
3. 5. 1 The Notice to Proceed shall include the location of such work( i.e., the flood control facility or facilities and/ or or access road( s)), the scope of the work, the requested schedule, the level of service required (if necessary), and other pertinent terms and details for the project within the scope of this Agreement.
3. 5. 2 The DISTRICT Chief Flood Control Engineer and the CITY Director of Public Works/City Engineer shall each have the authority to provide estimates and approve CONTRACT WORK projects up to $45, 000 per project, subject to the overall annual maximum amount of $ 100, 000 per party specified in Section 3. 3, above.
3. 5. 3 The party requested to perform the work shall provide cost estimates and project schedules for review by the requesting party using Board of Supervisors ( BOARD)/ City Council ( COUNCIL) approved labor and equipment rates that include fringe and overhead for actual employee classifications, California Department of TranspertafionDISTRICT/ CITY equipment rates that will recover the depreciation expenses and the maintenance and repair cost of the equipment used for the proposed work assignment and estimated material costs. If requested, the estimate of cost will be provided to the requesting party prior to the commencement of work.
3. 5. 4 Neither party is required to perform work tasks under this Agreement and each party' s representative identified in Paragraph 3.5.2 may decline to perform the requested work in his or her sole discretion.
4. 0 IT IS FURTHER UNDERSTOOD AND AGREED:
4. 1 The Effective Date of this Agreement shall be the first date on which all of the following has occurred: ( 1) the CITY' s Council and DISTRICT' s governing board ( the San Bernardino County Board of Supervisors) have approved the Agreement; ( 2) the authorized representative of each has signed the Agreement.
4. 2 This Agreement shall terminate on September 30, 2029, except with respect to the indemnification obligations contained herein, which shall survive termination of this Agreement.
4. 3 Insurance and Indemnification
4. 3. 1 DISTRICT and CITY are authorized self- insured or partially self- insured public entities for purposes of Professional Liability, General Liability, Automobile Liability and Worker' s Compensation and warrant that through their respective programs of self- insurance and insurance, they have adequate coverage or resources to protect against liabilities arising out of performance of the terms, conditions or obligations of this Agreement.
4. 3. 2 Neither CITY nor any officer or employee of CITY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of DISTRICT or its contractors under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of DISTRICT under this Agreement. It is also understood and agreed that, pursuant to Government Code, Section 895. 4, DISTRICT shall fully indemnify, defend and hold CITY harmless from any liability imposed for injury as defined by Government Code section 810.8) occurring by reason of any acts or Revised 7/ 1/ 24 Page 5 of 8
omissions on the part of DISTRICT or its contractors under or in connection with any work, authority or jurisdiction delegated to or determined to be the responsibility of DISTRICT under this Agreement.
4. 3. 3 Neither DISTRICT nor any officer or employee of DISTRICT shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY or its contractors under or in connection with any work, authority or jurisdiction delegated to or determined to be the responsibility of CITY under this Agreement. It is also understood and agreed that, pursuant to Government Code, Section 895.4, CITY shall fully indemnify, defend and hold DISTRICT harmless from any liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of any acts or omissions on the part of CITY or its contractors under or in connection with any work, authority or jurisdiction delegated to or determined to be the responsibility of CITY under this Agreement.
4. 3. 4 In the event DISTRICT and/or CITY is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this Agreement, DISTRICT and/ or CITY shall indemnify the other to the extent of its comparative fault.
4. 3. 5 CITY and DISTRICT agree to waive all rights of subrogation against each other.
4. 4 All notices, approvals, consents or other documents required or permitted under this Agreement shall be in writing and, except as otherwise provided herein, shall be effective upon personal delivery or three days after deposit in the United States mail, certified, with first class postage, fully prepaid, addressed as follows:
City of Highland San Bernardino County Flood Control District 27215 Base Line 825 E. 3rd Street
Highland, CA 92346 San Bernardino, CA 92415- 0835
Attn: Public Works Director/ City Engineer Attn: Chief Flood Control Engineer
4. 5 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.
4. 6 This Agreement shall be governed by the laws of the State of California. 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 purposes of this Agreement are frustrated. Any dispute or action to enforce any obligation under this Agreement shall be filed and resolved in the appropriate Superior Court in San Bernardino County, California. In the event of litigation arising from this Agreement, each party to the Agreement shall bear its own costs, including attorney' s fees. This provision concerning costs shall not apply to costs or attorney' s fees relative to paragraphs 4.3.
4. 7 This Agreement contains the entire Agreement of the Parties with respect to subject matter hereof, and supersedes all other prior negotiations, understandings or contracts. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by CITY and DISTRICT.
4. 8 This Agreement may be terminated, with or without cause, by either CITY or DISTRICT upon thirty 30) days advance written notice by the party wishing to terminate, provided however, that any such cancellation shall not be effective as to any existing obligations pursuant to any CONTRACT WORK authorized prior to notice of cancellation. In the event of cancellation as provided herein, all CONTRACT WORK costs incurred and required to be paid by either of the Parties prior to the Revised 7/ 1/ 24 Page 6 of 8
effective date of cancellation shall be paid by the Parties in the same proportion to their contribution for the CONTRACT WORK.
4. 9 This Agreement may be signed in counterparts, each of which shall constitute an original
4. 10 This Agreement shall inure to the benefit of and to be binding upon the successors and assigns both Parties.
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WITNESS WHEREOF, this Agreement, has been fully executed on behalf of DISTRICT and CITY by their duly authorized representatives.
SAN BERNARDINO COUNTY FLOOD CONTROL
DISTRICT City of Highland
Print or type name of corporation, company, contractor, etc.) ByII'
Dawn Rowe, Chair, Board of Supervisors Authorized signature- sign in blue ink) Dated: Name Penny Lilburn
SIGNED AND CERTIFIED THAT A COPY OF THIS Print or type name of person signing contract)
DOCUMENT HAS BEEN DELIVERED TO THE
CHAIRMAN OF THE BOARD Title Mayor
Lynna Monell Print or Type)
Clerk of the Board of Supervisors
By Dated:
Deputy
Address 27215 Base Line
Highland, CA 92346
FOR COUNTY USE ONLY
Approved as to Legal Form Reviewed for Contract Compliance Reviewed/ Approved by District Sophie A. Curtis, Deputy County Counsel Andy Silao, P. E. Noel Castillo, Chief Flood Control Engineer Date Date Date
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