COOPERATIVE AGREEMENT
BETWEEN
CITY OF POMONA AND POMONA VALLEY HOSPITAL MEDICAL CENTER
FOR THE INSTALLATION OF A TRAFFIC SIGNAL ON GAREY AVENUE AT THE I-10 EASTBOUND OFFRAMP
PARTIES AND DATE.
This Cooperative and Maintenance Agreement ("Agreement") is made and entered into this ____ day of _______, 2024, by and between the City of Pomona, a municipal corporation organized under the laws of the State of California with its principal address located at 505 S. Garey Avenue, Pomona, California 91766 ("POMONA") and Pomona Valley Hospital Medical Center with its principal address located at 1798 N. Garey Avenue, Pomona, California 91767 ("PVHMC"). POMONA and PVHMC are sometimes referred to individually as "party" and collectively as "parties" herein.
RECITALS.
2.1 The PVHMC Specific Plan Environmental Impact Report identified mitigation measures 4.12-6 to install a traffic signal at the intersection of Garey Avenue and the I-10 EB off-ramp.
2.2 POMONA is working on the design plans for the Capital Improvement Program (CIP) “Garey Avenue Rehabilitation – Aliso Street to Monterey Avenue” CIP Project No. 428-2590-XXXXX-68573.
2.3 POMONA and PVHMC recognize the benefits and savings of installing the traffic signal for Garey Avenue and the I-10 EB off-ramp with the City’s CIP project.
NOW, THEREFORE, the parties agree as follows:
3. TERMS.
3.1 POMONA AGREES:
3.1.1. To prepare and include the design plans, specifications, and estimates of the traffic signal at the intersection of Garey Avenue and the I-10 EB off-ramp as part of City’s CIP Project No. 428-2590-XXXXX-68573.
3.1.2. To accept the in-lieu fee from PVHMC to construct the traffic signal as required by mitigation measures 4.12-6.
3.1.3 Mitigation measures 4.12-6 will be satisfied after the installation of the traffic signal at the intersection of Garey Avenue and the I-10 EB off-ramp.
3.2 PVHMC AGREES:
3.2.1. By execution of this Agreement, to pay POMONA in full for the actual construction cost of the traffic signal installation.
3.2.2. To pay to the City three percent (3%) of the final construction cost of the traffic signal for the City to manage and inspect the traffic signal construction project as provided under section 3.2.4.
3.2.3. To pay to the City 100% of mutually agreed upon change order costs related to the construction of the traffic signal within 30 days of written notification. City will provide written supporting documentations for all change order costs. PVHMC commits to responding to all change orders within one (1) to ten (10) working days as requested by the City based on its urgency.
3.2.4. To pay the city based on following schedule:
Payment No.
Due Date
Costs
(Soft + Construction)
Payment
Amount
1 Contingent upon Cal-Trans approval and Conditional Notice to Proceed (for materials)
25.75%
$135,054
2 Delivery of Poles
25.75%
$135,054
3 Completion of signal poles installation
25.75%
$135,054
4 Activation of traffic signal
25.75%
$135,054
“Award Date” = City Council meeting date that awarded the construction contract.
3.3 IT IS MUTUALLY AGREED AS FOLLOWS:
3.3.1. The initial construction cost of the project is
Five Hundred Twenty-Four Thousand Four Hundred Eighty Dollars ($524,480). PVHMC agrees to pay the City in four (4) equal installments totaling One Hundred Thirty-Five Thousand Fifty-Four dollars ($135,054) totaling Five Hundred Forty Thousand Two Hundred Fourteen Dollars ($540,214), which includes the initial construction cost plus 3%.
3.3.2. The final construction cost of the project will be determined by the actual cost of the contract award amount plus any change order(s) to fully construct the traffic signal at the intersection of Garey Avenue and the I-10 EB off-ramp.
3.3.3. POMONA and PVHMC shall each defend, indemnify and hold the other party and its officials, officers, employees, consultants, subcontractors, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, to the extent arising out of or incident to any negligent acts, omissions or willful misconduct of the indemnifying party or its officials, officers, employees, consultants, subcontractors, volunteers and agents arising out of or in connection with the performance of this agreement, including without limitation, the payment of all consequential damages and attorney’s fees and other related costs and expenses.
3.3.4. This Agreement may be executed in one or more counterparts and when a counterpart shall have been signed by each party hereto, each shall be deemed an original, but all of which constitute one and the same instrument.
3.3.5. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.3.6. The parties declare that each party has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective party.
3.3.7. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.4 NOTICES: All notices required shall be sent by regular mail, postage prepaid, and addressed as follows:
CITY OF POMONA
Public Works Department
505 S. Garey Ave
Pomona, CA 91766
Attention: Rene Guerrero, Public Works Director
POMONA VALLEY HOSPITAL MEDICAL CENTER
1798 N. Garey Avenue,
Pomona, California 91767
Attention: York Davenport, Operation Manager
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives on the date first written above. [SIGNATURES ON NEXT PAGE]
CITY OF POMONA: POMONA VALLEY HOSPITAL MEDICAL CENTER:
By: _________________________ By: _________________________ Tim Sandavol, Mayor Darlene Scafiddi, COO
City of Pomona
Attest: Attest:
By: _________________________ By: _________________________ City Clerk
Approved as to Form: Approved as to Form:
By: _________________________ By: _________________________ City Attorney PVHMC Legal Counsel
2 Exhibit A