1 YOSEMITE AVENUE PAVEMENT
IMPROVEMENTS (UNION PACIFIC
RAILROAD RIGHT-OF-WAY)
COST – SHARING AGREEMENT
BETWEEN CITY OF LATHROP AND CITY OF MANTECA
This Cost-Sharing Agreement (“Agreement”) is made and entered into as of this day of , 2026 (“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 referred to collectively as the “Parties” and individually as a “Party”.
RECITALS
WHEREAS, in 2024, Lathrop completed pavement improvements on Yosemite Avenue from State Route 120 to the west side of the Union Pacific Railroad ("UPRR") right-of-way, within Lathrop’s City limit; and
WHEREAS, Manteca plans to complete pavement improvements on Yosemite Avenue from Walnut Avenue to its western city limit, terminating at the east side of the UPRR right-ofway, within Manteca City limits (“Project”); and WHEREAS, completion of the Project would leave an unimproved section of pavement within the UPRR right-of-way between the two improved roadway segments; and WHEREAS, it is prudent to address this "gap", which is fully within the City of Lathrop, and include the work in Manteca's Project and Manteca has agreed to coordinate with UPRR, and its contractor to complete the pavement improvements within the UPRR right-of-way; and
WHEREAS, the Parties agree to share the costs associated with the pavement improvements, with the City of Lathrop’s share currently estimated to be $45,925.48, as set forth in "Attachment A," which has been prepared based on unit costs derived from the unit prices established in the referenced work order attached hereto as “Exhibit B”; provided, ATTACHMENT 3
2 however, that such amount is an estimate only and shall not constitute a maximum, cap, or limitation on the City of Lathrop’s obligation to pay its share of the actual final costs of the pavement improvements; and
WHEREAS, Lathrop has agreed to waive encroachment permit fees to Manteca and provide assistance in contacting UPRR, if requested by Manteca; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows:
AGREEMENT
1. Incorporation of recitals
a) The foregoing Recitals are true and correct and are hereby incorporated into and made a part of this Agreement.
2. Effective Date
a) This Agreement shall commence on the Effective Date and shall remain in effect until completion of the Parties’ obligations under this Agreement unless earlier terminated pursuant to Section 3.
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 to the other Party. b) In the event of termination, Lathrop shall reimburse Manteca for Lathrop's share of the actual costs of pavement improvement work satisfactorily performed prior to the effective date of termination, as evidenced by contractor invoices and other reasonable supporting documentation. Lathrop shall have no obligation to reimburse Manteca for costs associated with work not performed after the effective date of termination.
4. Actual Cost Reconciliation
a) Lathrop’s estimated contribution is provided for budgeting purposes only and shall not constitute a fixed price or maximum payment obligation. Lathrop shall be responsible for its applicable share of the actual final costs incurred for the pavement improvements, as determined based upon actual quantities of work performed at the applicable contract unit prices, together with Lathrop’s applicable share of any additional costs reasonably incurred in completing the work within the scope contemplated by this Agreement.
ATTACHMENT 3
3 5. Method of Payment
a) Manteca shall receive and pay invoice(s) from its contractor for the pavement improvements performed under this Agreement.
b) After payment, of the invoice(s) Manteca shall submit a request for reimbursement to Lathrop for Lathrop’s share of the pavement improvement costs, together with copies of the applicable invoice(s). c) Lathrop shall remit payment of the undisputed invoiced amount within forty-five (45) calendar days of receipt of Manteca’s request for reimbursement and supporting documents. If Lathrop disputes any portion of the request, it shall provide written notice to Manteca in accordance with Section 7 of this Agreement.
In the event of any dispute arising under this Agreement, including any dispute concerning an invoice submitted by Manteca, the Parties shall first attempt to resolve the matter informally and in good faith through their respective project managers. Lathrop shall notify Manteca in writing of any disputed invoice item within fifteen (15) business days after receipt, specifying the basis for the dispute and the amount in question. Lathrop shall pay all undisputed amounts when due.
Manteca shall, upon request, reasonably document and substantiate the disputed charges.
If the Parties are unable to resolve the dispute within thirty (30) calendar days after written notice, the dispute shall be elevated to the City Managers of both Cities for review and attempted resolution. Nothing in this section shall require payment of an amount that Lathrop disputes in good faith, provided that Lathrop timely pays any undisputed portion of the invoice. If still unresolved, either Party may pursue any remedy available at law or in equity, subject to any notice requirements or claim procedures applicable to public agencies.
6. Obligations of the Parties Regarding Maintenance of Pavement Improvements a) Following completion of the pavement improvements, the Parties shall be solely responsible for the maintenance, repair, and replacement of the portion of the pavement improvements located within each Parties jurisdiction. b) Each Party shall perform any necessary maintenance, repairs, or replacements for its respective portion of the pavement improvements in a timely manner and at its sole cost and expense.
7. Notices
a) Any notice required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by prepaid first-class mail to the addresses set forth below.
ATTACHMENT 3
4 b) Notices shall be addressed as follows, or to such other address as a Party may designate by written notice:
If to Manteca: City of Manteca
1001 W. Center Street Manteca, CA 95337
Attention: Engineering Department
With a copy to: City of Manteca
1001 W. Center Street Manteca, CA 95337
Attention: City Clerk
If to Lathrop: City of Lathrop Public Works Department
390 Towne Centre Dr. Lathrop, CA 95330
Attention: City Clerk
With a copy to: City of Lathrop
390 Towne Centre Dr. Lathrop, CA 95330
Attention: Department of Public Works
c) Notices sent by first-class mail shall be deemed received forty-eight (48) hours after deposit in the United States mail, postage prepaid. Notices personally delivered shall be deemed received upon delivery.
8. Mutual Indemnification
a) Each Party (the “Indemnitor”) shall indemnify, defend, and hold harmless the other Party (the “Indemnitee”) from and against any and all claims, losses, liabilities, costs, or expenses, including reasonable attorneys’ fees, arising out of or relating to bodily injury to any person, including death, or damage to property, but only to the extent that such claims result in vicarious or derivative liability to the Indemnitee and are caused by the acts, omissions, negligence, misconduct, or other fault of the Indemnitor or its officers, officials, agents, employees, or volunteers.
9. Entire Agreement
a) This Agreement constitutes the entire and exclusive agreement between the Parties concerning the subject matter hereof.
b) This Agreement supersedes all prior and contemporaneous written and oral communications, correspondence, drafts, memoranda, negotiations, representations, and agreements relating to the subject matter of this Agreement.
10. Amendments
a) This Agreement may be amended only by a written instrument executed by both Parties and approved as to form by the City Attorney of the City of Manteca and the City Attorney of the City of Lathrop.
ATTACHMENT 3
5 11. Successors and Assigns
a) This Agreement and the respective rights, duties, and obligations of the Parties under this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
12. Waiver
a) No waiver by either Party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default of the same or any other provision of this Agreement.
13. Severability
a) If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.
14. Governing Law; Venue
a) This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Superior Court of the State of California, County of San Joaquin, or, if federal jurisdiction exists, in the United States District Court for the Eastern District of California.
15. Litigation Expenses and Attorneys' Fees
a) If either Party brings any legal action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and reasonable attorneys’ fees, to the extent permitted by law. [SIGNATURES ON FOLLOWING PAGE]
ATTACHMENT 3
6 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the effective date by its duly authorized representatives as follows:
ATTEST: TERESA VARGAS CITY OF LATHROP, a
City Clerk of and for the City municipal corporation of the of Lathrop, State of California State of California
BY: BY:
Teresa Vargas Date Stephen J. Salvatore Date
City Clerk City Manager
APPROVED AS TO FORM BY THE CITY OF LATHROP CITY ATTORNEY BY:
Salvador Navarrete Date
City Attorney
ATTACHMENT 3
CITY OF MANTECA:
_________________________________
Toni Lundgren
City Manager
ATTEST:
_________________________________
Cassandra Candini-Tilton,
Director of Legislative Services
COUNTERSIGNED:
_________________________________
Matt Boring
Director of Finance
COUNTERSIGNED:
_________________________________
Director of Human Resources
APPROVED AS TO FORM:
Andy Pinasco, Interim City Attorney
By:_________________________________
Kousha Mckeenejad, Deputy City Attorney
ATTACHMENT 3
8 ATTACHMENT
Attachment A: Cost Estimate
• Exhibit A: United Pavement Maintenance Contract Change Order Request Attachment B: Map Photo with Location and City Limits marked.
ATTACHMENT 3
9 ATTACHMENT A
ATTACHMENT 3
10 EXHIBIT A
ATTACHMENT 3
ATTACHMENT B
ATTACHMENT 3