COOPERATIVE AGREEMENT (C-23-XXX)
FOR
99/ 120 INTERCHANGE PROJECT PHASE 1A
SEWER LINE EXTENTION IN WOODWARD AVENUE
This Cooperative Agreement ("Agreement") is made and entered into this _____day of ___________, 2023 by and between the CITY OF MANTECA ("Sponsor") and the SAN JOAQUIN COUNCIL OF GOVERNMENTS acting as the Local Transportation Authority ("Authority"). Sponsor and Authority may each be referred to herein as "Party" or collectively "Parties".
RECITALS
WHEREAS, Authority and Sponsor desire to enter into a Cooperative Agreement for funding of transportation improvements in San Joaquin County pursuant to the authority provided by the San Joaquin County Local Transportation Improvement Plan and Ordinance ("LTIP"), which was approved by the voters of San Joaquin County on November 7, 2006; and WHEREAS, Authority desires to advertise, award and construct a project on State Route 99 between 0.3 miles south of the Austin Road Overcrossing to the Route 99/ 120 Separation and on State Route 120 between Union Road Overcrossing and the 99/ 120 Separation, State Contract No. 10-1M290, herein called the 99/ 120 Interchange Phase 1A; and WHEREAS, Sponsor desires to include the construction of approximately 870-feet of 18-inch sewer line and appurtenances in East Woodward Avenue between East Atherton Avenue and the Union Pacific Railroad for future use by the Sponsor; and WHEREAS, Authority and Sponsor agree that the sewer line is a betterment that is not in conflict with the construction of the 99/ 120 Interchange Phase 1A and that the construction of the sewer line is more economical to construct as part of the 99/ 120 Interchange Phase 1A project; and WHEREAS, Sponsor agrees to reimburse Authority for the actual cost of the sewer line construction.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein made and the mutual benefits to be derived therefrom, the parties hereto represent, covenant, and agree as follows:
AGREEMENT
Section I
Covenants of Sponsor
Project Application. The sewer line scope of work and bid items are based on the following bid items:
ITEM DESCRIPTION
UNIT
APPROXIMATE QUANTITY
SUBJECT TO CHANGE
REMOVE EXISTING 10" PIPE
LF
172
REMOVE SEWER CLEANOUT
EA
1 48" PRECAST CONCRETE PIPE SEWER MANHOLE
EA
3 INSTALL NEW 18" PIPE
LF
866
Estimated Cost. The estimated cost of the work is $300,000.
Acceptance of Contractor Bid Prices. Sponsor will notify the Authority within thirty days with concurrence in the contractor bid prices and acceptance to include the work in the project.
Costs. Costs include the actual costs paid to the construction contractor based on the awarded contract bid unit prices, final field measured quantities and approved Construction Change Orders (CCO's).
Reimbursement. Sponsor will reimburse Authority within 30 days of receipt of an itemized invoice.
Inspection. Sponsor will review construction sewer field test results and notify Authority within five days of acceptance or rejection.
Requests for Information (RFI's) and Construction Change Orders (CCO's). Sponsor will review and comment on RFI's and CCO's within six days of receipt from the Authority.
Acceptance. Sponsor will notify Authority of final acceptance within one year of completion of sewer installation and testing.
SECTION II
Covenants of Authority
Acceptance. Sponsor will notify Authority of final acceptance within one year of completion of sewer installation and testing.
Contract Award. Authority shall notify the Sponsor of the Contractor bid prices within five days of determination of the lowest responsible bidder.
Contractor Notice to Proceed. Authority shall proceed with the construction of the sewer line provided the Sponsor provides the acceptance of bid prices in Section 1.3 of this Agreement. Authority reserves the right to eliminate the sewer line items if the Sponsor fails to comply with Section 1.3 of this Agreement.
Payments. Authority shall make monthly payments to the Contractor.
Project Construction. Authority shall be responsible for the design and construction contract administration, up to final acceptance by Caltrans.
Other Costs. Authority shall be responsible for other project related bid items, such as traffic control, mobilization and time related overhead.
Billings. Authority will submit one itemized invoice to the Sponsor upon completion of the sewer line work (no progress payments). Invoice will be based on field measured quantities and bid award prices. One itemized invoice will be submitted after field test results are accepted by the City and any CCO costs are determined. One itemized invoice will be submitted at project completion, if needed.
Completion of Project. Authority will notify the Sponsor of project completion and submit a final cost accounting.
SECTION III
Mutual Covenants
3.1 Discharge Upon Completion of Project. This Agreement shall be discharged, and the Parties shall have no further obligation to each other, upon completion of the Project as certified by the Authority.
3.2. Notices. Any notice which may be required under this Agreement shall be in writing and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below:
TO AUTHORITY:
TO SPONSOR:
Diane Nguyen
Executive Director
San Joaquin County Transportation Authority
555 E. Weber Avenue
Stockton, CA 95202
Toni Lundgren
City Manager
City of Manteca
1001 W. Center Street Manteca, CA 95337
Either Party may change its address by giving notice of such change to the other Party in the manner provided in this Section 3.2. All notices and other communications shall be deemed communicated as of actual receipt or after the second business day after deposit in the United States mail.
3.3. Additional Acts and Documents. Each Party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement.
3.4. Integration. This Agreement represents the entire Agreement of the Parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the Parties except as expressly set forth herein, or in other contemporaneous written agreements.
3.5. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all Parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect.
3.6. Independent Agency. Sponsor renders its services under this Agreement as an independent agency and the Authority is also an independent agency under the Agreement. None of the Sponsor's agents or employees shall be agents or employees of the Authority and none of the Authorities' agents or employees shall be agents or employees of Sponsor.
3.7. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any Party without the express written consent of the other Party.
3.8. Binding on Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the Authority or as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.
3.9. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either Party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties.
3.10. Counterparts. This Agreement may be executed in one or more counterparts and shall become effective when one or more counterparts have been signed by all of the Parties; each counterpart shall be deemed an original, but all counterparts shall constitute a single document.
3.11. Survival. The following provisions in this Agreement shall survive discharge:
a. Sponsor. None
b. Authority. None
3.12. Attorneys' Fees. Should any litigation commence between the Parties concerning the rights and duties of any Party pursuant to, related to, or arising from, this Agreement, the prevailing Party in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys' fees and costs of such litigation, or in a separate action brought for that purpose.
3.13. Time. Time is and shall be of the essence of this Agreement and each and all of its provisions in which performance is a factor.
3.14. Remedies Cumulative. No remedy or election of remedies provided for in this Agreement shall be deemed exclusive but shall be cumulative with all other remedies at law or in equity. Each remedy shall be construed to give the fullest effect allowed by law.
3.15. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California.
3.16. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the provisions of this Agreement and shall not affect the Project or interpretation of any of its provisions.
3.17. No Continuing Waiver. The waiver by any Party of any breach of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same, or of any other provision of this Agreement.
3.18. No Rights in Third Parties. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any third party, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third party to any Party to this Agreement, nor shall any provision of this Agreement give any third party any right of subrogation or action over or against any Party to this Agreement.
3.19. Signatory's Warranty. Each Party warrants to each other that he or she is fully authorized and competent to enter into the Agreement in the capacity indicated by his or her signature and agrees to be bound by this Agreement as to the day and year first mentioned above upon execution of the Agreement by each other Party.
IN WHITNESS THEREOF, the undersigned Parties have executed this Agreement on the day and year first written above.
CITY OF MANTECA
SAN JOAQUIN COUNTY TRANSPORTATION AUTHORITY
By:_______________
By:_______________________
TONI LUNGREN
City Manager
GARY GIOVANETTI
Chair
ATTEST:
ATTEST
By:_________________
By:_____________________
CASSANDRA CANDINI-TILTON
City Clerk
DIANE NGUYEN
Executive Director
APPROVED TO FORM:
______________________
By:
________________________
By:
DAVID DEFOUSE
City Attorney
STEVE DIAL
Deputy Executive Director/ CFO
ATTACHMENT 5