1 RAILROAD CROSSING WARNING LIGHT
COST – SHARING AGREEMENT
BETWEEN CITY OF LATHROP AND CITY OF MANTECA
This Cost-Sharing Agreement (“Agreement”) is made and entered into this _______ day of ___________, 2023 (“Effective Date”) by and between the City of Lathrop, a municipal corporation of the State of California (“Lathrop”), and the City of Manteca, a municipal corporation of the State of California (“Manteca”). Lathrop and Manteca may be collectively referred to herein as the “Parties” or individually as a “Party”.
RECITALS
WHEREAS, Manteca has paid the energy costs associated with operation of the railroad crossing warning lights (“Warning Lights”) at the railroad track located on W. Yosemite Ave, Manteca 95337 (Exhibit A) since February 21, 2023; and
WHEREAS, this railroad crossing is located on or about the city boundary between Manteca and Lathrop; and
WHEREAS, the controls box that services the Warning Lights (“Controls Box”) is within Manteca city limits; and
WHEREAS, the Warning Lights have two warning signals, one warning signal is located on the Manteca side of the railroad crossing and the other is located on the Lathrop side of the railroad crossing; and
WHEREAS, in consideration of the mutual benefit from operation of the Warning Lights, both Parties agree to evenly split the costs of operating the Warning Lights and repairs to and replacement of the Controls Box.
NOW, THEREFORE, in consideration of the foregoing recitals and the following consideration, provisions, and mutual promises, the Parties agree to the following terms:
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2 AGREEMENT
1. Incorporation of recitals
a) The above is true and correct and are made a part of the Agreement.
2. Effective Date
a) This Agreement shall commence on the Effective Date and shall terminate on September 30, 2033.
3. Termination.
a) This Agreement may be terminated by either Party immediately for cause, or by either party without cause upon 120 days' prior written notice of termination. b) Upon termination, Manteca shall be entitled to costs as described herein until the effective date of termination upon submittal of an invoice for such costs to Lathrop.
4. Reimbursement of Prior Costs
a) Lathrop agrees to reimburse Manteca for 50% of the energy costs incurred for operating the Warning Lights from February 21, 2023 to the date of this Agreement’s execution. (Refer to Exhibit B for costs incurred to present date.) b) Lathrop will make a payment of $84.06 at the time of this Agreement’s execution to reimburse Manteca for such costs. Thereafter, Lathrop agrees to reimburse Manteca for 50% of energy costs incurred on a monthly basis as described in Section 6.
5. Shared Energy Costs
a) Parties agree to each pay 50% of the energy costs incurred for operating the Warning Lights.
6. Billing/Method of Payment
a) The Manteca Finance Department will receive a monthly bill for operation of the Warning Lights from the energy provider, Pacific Gas and Electric (“PG&E”). b) The Manteca Finance Department will issue Lathrop a request for quarterly payment based upon 50% of the charges listed on the monthly bill(s) received from PG&E for the warning lights and enclose a copy of the associated PG&E bill(s). c) Lathrop agrees to pay the invoiced amount within 45 days of receipt of said request.
If Lathrop wishes to challenge a request for payment, it has the right to do so by providing notice to Manteca, consistent with Section 9 below.
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3 d) Upon receiving notice, the Parties shall meet and confer in good faith within five business days after receipt of the notice to resolve the issues.
7. Obligations of the Parties regarding the Railroad Crossing Warning Lights a) Manteca has a service agreement with a third-party to service its street lights and warning lights.
b) Manteca’s third-party contractor will provide repairs associated with the Warning Lights on Manteca’s side. (See Exhibit A.)
c) Should the Warning Lights on the Lathrop side need to be repaired or replaced, the Lathrop will be responsible for the repair or replacement on the Lathrop side of the tracks.
d) Parties are required to make respective repairs and replacements as soon as practicable.
8. Obligations of the Parties regarding the Controls Box that operates Railroad Crossing Warning Lights
a) If any repairs or replacements of the Control Box are needed and are not caused by actions taken by Manteca or Manteca’s third-party contractor, the repair or replacement of the Control Box will be completed by Manteca’s third-party contractor and the cost will be evenly split between Manteca and Lathrop. b) The Manteca Finance Department will issue Lathrop an invoice for 50% of actual costs issued to third party for repair or replacement.
9. Notices
a) Any notice required to be given under this Agreement must be in writing and either served personally or sent prepaid, first-class mail.
b) Any such notice shall be addressed to the other party at the address set forth below. c) Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to Manteca: City of Manteca
1001 W. Center Street Manteca, CA 95337
Attention: Public Works Director
With a copy to: City of Manteca
1001 W. Center Street Manteca, CA 95337
Attention: Finance Department
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4 If to Lathrop: City of Lathrop
390 Towne Centre Dr. Lathrop, CA 95330 Attention:
Accounts Payable
10. Mutual Indemnification
a) Each Party (as “indemnitor”) agrees to indemnify, defend and hold harmless the other party (as “indemnitee”) from and against any and all claims, losses, liability, costs or expenses (including reasonable attorney’s fees) arising out of bodily injury of any person (including death) or property damage, but only to the extent that such claims, which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees or volunteers.
11. Entire Agreement
a) This Agreement constitutes the complete and exclusive statement of Agreement between the Parties.
b) All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.
12. Amendments
a) This Agreement may be amended only by a written document executed by Parties and approved as to form by the Manteca City Attorney and Lathrop City Attorney.
13. Successors.
a) This Agreement, and the respective rights, duties, and obligations of the Parties hereunder shall be binding upon and inure to the benefit of their successors and assigns.
14. Waiver
a) Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.
15. Severability.
a) If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
16. Controlling Law; Venue.
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5 a) This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin or United States District Court for the Eastern District of California.
17. Litigation Expenses and Attorneys' Fees.
a) If either Party to this Agreement commences any legal action against the other Party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
[Signatures to follow on next page]
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6 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative as follows:
City of Lathrop
A municipal corporation in the County of San Joaquin, California By: Date:____________
Stephen J. Salvatore
City Manager
Approved as to Form:
By: Date:____________
Salvador Navarrete
City Attorney – City of Lathrop
City of Manteca
A municipal corporation in the County of San Joaquin, California By: Date:____________
Toni Lundgren
City Manager
Approved as to Form:
By: Date:____________
Daniella G. Green
Assistant City Attorney – City of Manteca
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7 LIST OF EXHIBITS
Exhibit A: Map Photo with Location and City Limits marked.
Exhibit B: List of PG&E charges Manteca has paid to date.
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8 EXHIBIT A
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9 EXHIBIT B
List of PG&E charges Manteca has paid to date.
Account Number 1408226178-6
Meter Number 1010785844
Service ID 1400035345
Statement Date Service Dates # of Days Rate Sch Net Charges 50% 03/02/2023 01/19/23 02/16/23 29 TC1 $14.29 $ 7.15
04/04/2023 02/17/23 03/20/23 32 TC1 $15.77 $ 7.89
05/02/2023 03/21/23 04/19/23 30 TC1 $16.44 $ 8.22
06/02/2023 04/20/23 05/18/23 29 TC1 $16.24 $ 8.12
07/13/2023 05/19/23 06/16/23 29 TC1 $16.32 $ 8.16
08/10/2023 06/17/23 07/19/23 33 TC1 $19.64 $ 9.82
09/03/2023 07/20/23 08/17/23 29 TC1 $16.90 $ 8.45
10/03/2023 08/18/23 09/18/23 32 TCI $19.00 $ 9.50
11/02/2023 09/19/23 10/18/23 30 TCI $16.85 $ 8.43
12/03/2023 10/19/23 11/16/23 29 TC1 16.66 $ 8.33
Screenshot of spreadsheet used for tracking shown below:
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