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PROJECT FUNDING AGREEMENT NO. 22-1002725
BETWEEN
SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF RIALTO
FOR
INTERSTATE 10/RIVERSIDE AVENUE INTERCHANGE PHASE 2 PROJECT
This Project Funding Agreement (“Agreement”) by and between the San Bernardino County Transportation Authority (“SBCTA ”) and the City of Rialto (“CITY”) is for widening of the existing Riverside Avenue bridge structure over the UPRR railroad tracks south of Interstate 10 (I-10) to Slover Avenue (“PROJECT”) to match the lane configuration constructed as part of the I-10/Riverside Avenue Interchange Phase 1 Project. SBCTA and CITY shall be individually or collectively, as applicable, known as “Party” or “Parties.”
RECITALS
A. The Measure I 2010 -2040 Expenditure Plan identifie s projects eligible for partial funding from Measure I 2010-2040 Valley Freeway Interchange Program funds; and B. SBCTA prepared a study , referenced herein as the Nexus Study , dated November 2, 2011, updated every two years in accordance with the Measure I 2010-2040 Expenditure Plan, that identifies PROJECT as eligible for the SBCTA Public Share of 72.6% of costs necessary to complete the project; and
C. On October 5, 2021, CITY submitted a formal request for consideration of inclusion of PROJECT in the 10-Year Delivery Plan; and
D. CITY identified a need of $5,193, 156 to complete the Plans, Specifications, and Estimate (PS&E), Right of Way (ROW), and U tility Relocation Phases of PROJECT (“PROJECT WORK”); and
E. On December 1, 2021, the SBCTA Board of Directors approved the 2021 Update to the 10 - Year Delivery Plan, which identified an SBCTA cont ribution of $5,193, 156 to PROJECT WORK; and
F. Parties desire to enter into an agreement to define roles, responsibilities, and funding commitments for PROJECT WORK; and
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G. This Agreement is to be carried out in accordance with the policies in the Measure I 2010 - 2040 Strategic Plan including the use of Development Impact Fees by CITY to pay its share of PROJECT WORK costs; and
H. CITY desires to proceed with PROJECT WORK in a timely manner; and I. This Agreement is intended to delineate the duties and funding responsib ilities of the Parties for the PROJECT; and
J. SBCTA and CITY are entering into this Agreement with the understanding that SBCTA will reimburse CITY for eligible PROJECT WORK expenditures with Measure I Valley Freeway Interchange Program funds.
NOW, THEREFORE, SBCTA and CITY agree to the following:
SECTION I
SBCTA AGREES:
1. To reimburse CITY for the 72.6% public share of the actual cost of PROJECT WORK, as described more fully in Attachment A, not to exceed $5,193,156 in Measure I Valley Freeway Interchange Program funds. SBCTA shall have no further responsibilities to provide any further funding for PROJECT WORK exceeding this amount without a n amendment to this Agreement. A cost estimate for the PROJECT WORK is provided in Attachment B.
2. To reimburse CITY within thirty (30) days after CITY submits an electronic copy of the signed invoices in the proper form covering those actual allowable PROJECT WORK expenditures that were incurred by CITY up to the maximum identified in Section I, Paragraph 1, consistent with the invoicing requirements of the Measure I 2010 -2040 Strategic Plan, including backup information. Invoices may be submitted to SBCTA as frequently as monthly.
3. When conducting an audit of the costs claimed under the provisions of this Agreement, to rely to the maximum extent possible on any prior audit of CITY performed pursuant to the provisions of State and Federal laws. In the absence of such an audit, work of other auditors will be relied upon to the extent that work is acceptable to SBCTA when planning and conducting additional audits.
SECTION II
CITY AGREES:
1. To be the lead agency for the PROJECT WORK and to diligently undertake and complete in a timely manner the Scope of Work for the PROJECT WORK as shown in Attachment A.
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2. To contribute 27.4% of PROJECT WORK costs up to $ 1,959,951 in Development Impact Fees for PROJECT WORK.
3. To be responsible for expending that portion of allocated Measure I Valley Freeway Interchange Program Funds on eligible CITY PROJECT WORK expenses for an amount not to exceed that identified in Section I, Paragraph 1, unless this Agreement is amended and approved increasing PROJECT WORK costs. Reimbursement by SBCTA shall be in accordance with Section I, Paragraph 2.
4. To abide by all applicable SBCTA, CITY, State and Federal laws, regulations, policies and procedures pertaining to the PROJECT WORK.
5. To prepare and submit to SBCTA an electronic copy of signed invoices for reimbursement of eligible PROJECT WORK expenses. Invoices may be su bmitted to SBCTA as frequently as monthly.
6. To maintain all source documents, books and records connected with its performance under this Agreement for a minimum of five (5) years from the date of the Final Report of Expenditures submitted to SBCTA or until audit resolution is achieved, whichever is later, and to make all such supporting information available for inspection and audit by representatives of SBCTA during normal business hours at CITY offices. Copies will be made and furnished by CITY upon written request by SBCTA.
7. To establish and maintain an accounting system conforming to Generally Accepted Accounting Principles (GAAP) to support CITY’s request for reimbursement, payment vouchers, or invoices which segregate and accumulate costs of the PROJE CT WORK elements and produce monthly reports which clearly identify reimbursable costs, matching fund costs, indirect cost allocation, and other allowable expenditures by CITY.
8. To prepare a Final Accounting of Expenditures, including a final invoice for th e actual eligible PROJECT WORK costs expended for those activities described in the work activities, and to submit that Final Report of Expenditures and final invoice no later than one hundred and twenty (120) calendar days following the completion of thos e expenditures. An electronic copy of the Final Report of Expenditures shall be submitted to SBCTA and must state that these PROJECT WORK funds were used in conformance with this Agreement and for those PROJECT WORK-specific work activities described.
9. To cooperate in having a PROJECT-specific audit completed by SBCTA, at SBCTA’s option and expense, upon completion of the PROJECT WORK. The audit must state that all funds expended on the PROJECT WORK were used in conformance with this Agreement.
10. To repay to SBCTA any reimbursement for Measure I costs that are determined by subsequent audit to be unallowable within one hundred twenty (120) days of CITY receiving notice of audit findings, which time shall include an opportunity for CITY to respond and/or resolve the findings. Should the findings not be otherwise resolved and CITY fails to reimburse moneys due SBCTA within one hundred twenty (120) days of audit findings, or within such other period as may be agreed between both Parties, the
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SBCTA reserves the right to withhold future payments due CITY from any source under SBCTA’s control.
11. As an eligible PROJECT WORK expense, to post signs at the boundaries of the PROJECT noting that PROJECT is funded with Measure I funds. Signs shall bear the logos of SBCTA and CITY.
12. To include in all design, contruction oversight or construction contracts between CITY and the City’s contractors for the PROJECT WORK the requirement that SBCTA be named as an additional insured under general liability insurance policies maintained by the contractor for the PROJECT.
SECTION III
IT IS MUTUALLY AGREED:
1. To abide by all applicable Federal, State and Local laws and regulations pertaining to the PROJECT WORK, including policies in the applicable program in the Measure I 2010-2040 Strategic Plan, as amended, as of the Effective Date of this Agreement.
2. The final PROJECT WORK cost may ultimately exceed current estimates of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT WORK cost shall be borne by CITY unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this Agreement.
3. In the event CITY determines the public share of the PROJECT WORK cost may exceed the not to exceed amount identified in Section I, Paragraph 1, CITY shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the PROJECT WORK amounts identified in this Agreement. In no event, however, shall SBCTA be responsible for the public share of PROJECT WORK costs in excess of the amounts identified herein absent a n amendment to this Agreement that is approved by the Parties.
4. Eligible PROJECT WORK reimbursements shall include only those costs incurred by CITY for PROJECT WORK-specific work activities that are described in this Agreement and shall not include escalation or interest.
5. Neither SBCTA nor any officer or employee thereof is responsible for a ny injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless SBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to
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be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. CITY’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782.
6. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SBC TA shall fully defend, indemnify and save harmless CITY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this Agreement. SBCTA’s indemnification obligation applies to CITY’s “active” as well as “passive” negligence but does not apply to CITY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782.
7. In the event CITY and/or SBCTA is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obli gations under this AGREEMENT, CITY and/or SBCTA shall indemnify the other to the extent of its comparative fault.
8. This Agreement will be considered terminated upon completion of the PROJECT WORK and full reimbursement of eligible costs by SBCTA, provided t hat the provisions of Paragraphs 6, 7, 8, 9 and 10 of Section II, and Paragraphs 5, 6 and 7 of Section III, shall survive the termination of this Agreement. The Agreement may also be terminated by SBCTA, in its sole discretion, in the event the PROJECT WORK described in Attachment A has not been initiated by CITY within twelve (12) months of the Effective Date of this Agreement.
9. If CITY fails to perform according to the terms of this Agreement and if SBCTA determines that such failure jeopardizes the del ivery of the PROJECT WORK according to the terms herein, SBCTA (after thirty (30) days’ written notice to CITY, or such longer reasonable period of time if such breach cannot reasonably be cured within 30 days and CITY commences within 30 days and diligently pursues such cure) may terminate this Agreement.
10. The Recitals to this Agreement are true and correct and are incorporated into this Agreement.
11. Attachment A, The Description of Project and Milestones, and Attachment B, Summary of Estimated Costs, are attached to and incorporated into this Agreement.
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12. This Agreement may be signed in counterparts, each of which shall constitute an original.
13. This Agreement is effective and shall be dated on the date executed by SBCTA.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized signatories below.
SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY CITY OF RIALTO
By: ________________________ By: ________________________ Curt Hagman, President Deborah Robertson, Board of Directors Mayor
Date: ________________________ Date: ________________________
APPROVED AS TO FORM APPROVED AS TO FORM:
By: ________________________ By: _________________________ Julianna K. Tillquist
SBCTA General Counsel City Attorney
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Attachment A
INTERSTATE 10/RIVERSIDE AVENUE INTERCHANGE PHASE 2 PROJECT
CITY OF RIALTO
Description of Work and Milestones
*Construction phase not included in PROJECT WORK
Project Title
I-10/Riverside Avenue Interchange Phase 2 Project Funding Agreement Location, Project Limits, Description, Scope of Work
The second phase of the I-10/Riverside Avenue Interchange project includes widening of the existing Riverside Avenue bridge structure over the UPRR railway to match the configuration of the recently completed I-10/Riverside Avenue Interchange Phase 1 project. The project will add two lanes in the northbound direction to connect to the existing two left turn lanes on the overcrossing as well as provide for sidewalks and a Class II bike lane in each direction.
Project Milestone Proposed
Begin Environmental (PA&ED) Phase 9/1/2014
End Environmental Phase (PA&ED Milestone) 12/20/2016
Begin Design (PS&E) Phase 3/2/2022
End Design Phase (Ready to List for Advertisement Milestone) 10/1/2023 Begin Right of Way Phase 3/2/2022
End Right of Way Phase (Right of Way Certification Milestone) 10/1/2023 Begin Construction Phase (Contract Award Milestone) 3/1/2024* End Construction Phase (Construction Contract Acceptance Milestone) 8/30/2026* Begin Closeout Phase 9/1/2026*
End Closeout Phase (Closeout Report) 4/1/2027*
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ATTACHMENT B
INTERSTATE 10/RIVERSIDE AVENUE INTERCHANGE PHASE 2 PROJECT
Summary of Estimated Costs
Phase1 Total Cost
SBCTA Share2
(Public Share)
72.6%
City of Rialto Share
(Development
Share)
27.4%
Plans, Specifications,
and Estimates Phase $2,700,607 $1,960,641 $739,966
ROW and Utility
Relocation Phase $4,452,500 $3,232,515 $1,219,985
TOTAL $7,153,107 $5,193,156 $1,959,951
1 The actual cost of a specific phase may ultimately vary from the estimates show n; however, under no circumstances is the total combined SBCTA contribution to exceed $5,193,156 without an amendment to this Agreement.
2 SBCTA’s share can be from sources under control of SBCTA including, but not limited to, Measure I Valley Freeway Interchange Program, State Tra nsportation Improvement Program, Surface Transportation Program, or other funds without necessitating an amendment of this Agreement.