Standard Contract Page 1 of 8
THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY
Public Works
Department Contract Representative
Telephone Number
Project Bohnert/Banyan Rialto Area
Sewer Project
Contractor City of Rialto
Contractor Representative Marcus Fuller, City Manager
Telephone Number (909) 820-2528
Contract Term Upon final payment
Original Contract Amount $
Amendment Amount $0
Total Contract Amount $
Cost Center
IT IS HEREBY AGREED AS FOLLOWS:
COOPERATIVE AGREEMENT NO. ________
BY AND BETWEEN
CITY OF RIALTO AND SAN BERNARDINO COUNTY
FOR BOHNERT/BANYAN RIALTO AREA SEWER PROJECT
Recitals
WHEREAS, San Bernardino County (hereinafter referred to as “ COUNTY”) intends to construct sewer main and laterals in the unincorporated Bohnert/Banyan area within the C ity of Rialto, the scope of work of which shall include design and construction of approximately 1,400 lineal feet of 12" VCP sewer main and approximately 6,600 lineal feet of 8" VCP sewer with all required laterals, manholes, tie-ins and appurtenances (hereinafter referred to herein as “PROJECT”) in collaboration with the City of Rialto (hereinafter referred to as “CITY”); and,
WHEREAS, COUNTY and CITY (COUNTY and CITY are also sometimes each referred to herein as “Party” and collectively referred to herein as “Parties”) wish to enter into this Cooperative Agreement (“Agreement”) for the development of sewer main and laterals infrastructure and to define the respective roles and responsibilities of the Parties throughout the design/engineering, environmental, right-of-way services and acquisition, project- management, construction, and post-construction acceptance and maintenance phases of the PROJECT; and, Contract Number
SAP Number
Revised 5/12/21 Page 2 of 8
WHEREAS, the PROJECT will located as set forth in Exhibit A; and,
WHEREAS, CITY has provided Preliminary Design Report; and,
WHEREAS, CITY supports the inclusion of laterals to be constructed to the private property line; and,
WHEREAS, the PROJECT will not include the removal of private residents septic systems and connection to newly constructed sewer lateral lines; and,
WHEREAS, CITY collects sewer connection fees when property owners connect to the main line, therefore, no sewer connection costs to COUNTY would be required for this PROJECT; and,
WHEREAS, COUNTY identified this PROJECT as being eligible for American Rescue Pl an Act (ARPA) allocated funding; and,
WHEREAS, this PROJECT and the associated expenditures are included and eligible for reimbursement up to the eligible ARPA allocated funding provided; and,
WHEREAS, the PROJECT total estimated cost is to be funded by the eligible ARPA allocated funding; and,
WHERAS, as condition for eligibility, use, and reimbursement for ARPA allocated funds, the PROJECT’s award of a construction contract must be made on or before December 31, 2024, and the PROJECT completed by December 31, 2026; and
WHEREAS, upon completion of construction and acceptance of the work, CITY shall assume all responsibilities, obligations, and costs for the maintenance, operation, and administration of the PROJECT’s sewer main and laterals infrastructure; and
WHEREAS, the proposed schedule for the PROJECT is set forth in Exhibit B.
NOW, THEREFORE, IT IS MUTUALLY AGREED as follows:
1.0 COUNTY AGREES TO:
1.1 Act as the lead agency for the following: approval and environmental documentation ( PA&ED), design and engineering (PS&E), Right-of-Way services and acquisition, California Environmental Quality Act (CEQA) review and compliance, construction, inspection, and project-management for the PROJECT.
1.2 Conduct an informational c ommunity meeting and outreach to local residents and provide a qualified representative to answer resident questions regarding the PROJECT.
1.3 Provide PROJECT plans and specifications to CITY for review and approval.
1.4 Advertise, award, and administer the construction of the PROJECT, pursuant to COUNTY and CITY’s review and approval of PROJECT plans and specifications. PROJECT shall be built pursuant to the plans and specifications approved by COUNTY and CITY.
1.5 Obtain no-cost CITY encroachment permits from CITY for any work to be performed within the CITY’s right-of-way.
1.6 Permit CITY inspectors, at CITY’s sole expense, to conduct discretionary inspections and review of the construction in coordination with, and as scheduled by, COUNTY. Upon CITY’s request for inspection, COUNTY shall promptly coordinate with CITY and provide a reasonable time, which shall include a minimum of 24 hours prior notice of inspection and 48 hour period of time to complete CITY inspection.
Revised 5/12/21 Page 3 of 8
1.7 Provide PROJECT administration and compliance with ARPA eligibility and funding requirements.
1.8 Provide funding contribution in the estimated total amount not to exceed the total eligible amount of ARPA allocated funding for the PROJECT.
1.9 Provide adequate inspection of all items of work performed under the construction contract with COUNTY’s contractor or subcontractors for the PROJECT and m aintain all source documents, books, and records connected with performance under this Agreement for a minimum of five (5) years from the date of the Final Completion and Acceptance of PROJECT.
1.10 Include CITY in construction meetings, if and when such meetings are held, and in related communications on PROJECT progress, and to consult with CITY on critical issues relative to the PROJECT.
2.0 CITY AGREES TO:
2.1 Coordinate with and assist COUNTY with advertising, outreach, and promoting community engagement for any informational c ommunity meetings and outreach to local residents and provide a qualified representative to answer resident questions on behalf of CITY regarding the PROJECT.
2.2 Coordinate with and assist COUNTY , with no cost to CITY, with any necessary easement or property rights/acquisitions involving CITY right-of-way.
2.3 Review and approve PROJECT plans and specifications and not unreasonably withhold, condition or delay review of the PROJECT plans and specifications.
2.4 Assume the sole cost and expense of any CITY review, inspection, action, approval, or activity performed by CITY for the PROJECT.
2.5 Provide no-cost CITY encroachment permits to the COUNTY for COUNTY’s work in the CITY’s right-of-way.
2.6 Confirm in writing the CITY system inflow and capacity of Ayala Lift Station and overall CITY sewer system to accept additional flows from PROJECT main and laterals.
2.7 Provide a qualified CITY representative available to provide timely inspection of all items of construction and all PROJECT work. CITY shall submit all requests to perform discretionary inspection to COUNTY and shall perform the inspection during the time period described in Paragraph 1.6. PROJECT work and schedule shall not depend on CITY’s discretionary or periodic inspection request s. Therefore, in the event CITY does not perform the requested inspection within the time provided, COUNTY may perform the inspection and CITY shall accept the results of such inspection so as to not cause any delays in construction of the PROJECT work.
2.8 Accept construction of the PROJECT and inclusion into CITY sewer master system of the sewer main and laterals upon completion and acceptance by COUNTY and CITY.
2.9 Assume all responsibilities, obligations, and costs for the maintenance, operation, and administration of the PROJECT’s sewer main and laterals infrastructure following PROJECT acceptance by COUNTY and CITY. Notwithstanding the foregoing, the COUNTY will be responsible for those matters addressed in Section 3.11.
2.10 Provide a qualified representative who shall have the authority to discuss and attempt to resolve issues concerning the PROJECT with the COUNTY.
Revised 5/12/21 Page 4 of 8
2.11 The Parties’ understanding is that the Local Agency Formation Commission (LAFCO) only requires submittal of this Agreement. However, as may be necessary subsequently, CITY agrees to act as lead agency for coordination and communication with LAFCO for PROJECT regulations and/or requirements.
3.0 IT IS MUTUALLY AGREED:
3.1 This Agreement applies to the PROJECT phases, including, schedule, PA&ED, PS&E, Right-of- Way, C onstruction, Project-Management, scope of work , acceptance, and operation and maintenance as set forth herein.
3.2 The PROJECT is a “public works” project subject to California Prevailing Wage requirements and compliance. All PROJECT construction contracts awarded shall include and comply with all applicable terms and conditions of California’s Prevailing Wage Laws.
3.3 COUNTY’s financial responsibility shall not exceed the amount of ARPA eligible funding allocated for this PROJECT, for actual PROJECT costs, for expenditures on the PROJECT scope of work.
3.4 In the event COUNTY determines PROJECT costs may exceed the not to ex ceed amount identified in Section 3, Paragraph 3.3, COUNTY shall inform CITY of this determination, and thereafter, the Parties shall work together in an attempt upon an amendment to the PROJECT amounts identified in this Agreement. In no event shall the CITY be responsible for PROJECT costs in excess of the PROJECT amounts identif ied herein absent a written amendment to this Agreement that is approved by the Parties.
3.5 COUNTY agrees to indemnify and hold harmless CITY and its officers, employees, agents, volunteers, and contractors from any and all claims, actions or losses, damages, and/or liability resulting from the COUNTY’s negligent acts or omissions which arising out of COUNTY’s obligations under this agreement.
3.6 CITY agrees to indemnify , defend, and hold harmless COUNTY and its officers, employees, agents, volunteers, and contractors from any and all claims, actions or losses, damages, and/or liability resulting from CITY’s negligent acts or omissions which arising out of CITY’s obligations under this agreement.
3.7 In the event the COUNTY and/or CITY is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under the Agreement, the COUNTY and/or CITY shall indemnify the other to the extent of its comparative fault. Furthermore, if the COUNTY or CITY attempts to seek recovery from the other for Workers’ Compensation benefits paid to an employee, the COUNTY and CITY agree that any alleged negligence of the employee shall not be construed against the employer of that employee.
3.8 In the event of litigation arising from this Agreement, each party to the Agreement shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s) fees relative to paragraphs 3.5, 3.6 and 3.7 indemnification.
3.9 COUNTY and CITY are authorized self -insured public entities and/or have adequate excess insurance for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrant that through their respective programs of self -insurance, they have adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement.
3.10 The Parties indemnification obligations described in Paragraphs 3.5, 3.6 and 3.7 shall survive the termination of this Agreement.
3.11 COUNTY agrees to act as the lead agency and be responsible for the prosecution of any and all warranty claims or construction defect claims , identified by CITY , that may arise during the
Revised 5/12/21 Page 5 of 8
applicable warranty and/or statute of repose periods following completion of the PROJECT. CITY agrees to immediately notify COUNTY of the existence of any potential warranty or construction defect claims upon actual or constructive notice and to reasonably assist COUNTY in t he investigation, prosecution, and resolution of such claims.
3.12 This Agreement contains the entire agreement of the Parties with respect to subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. No supplement, modification, or amendment of this Agreement shall be binding unless exe cuted in writing and signed by all Parties.
3.13 This Agreement shall be governed by the laws of the State of California. Any action or proceeding between CITY and COUNTY concerning the interpretation or enforcement of this Agreement, or which arises out of or is in any way connected with this Agreement or the PROJECT, shall be instituted and tried in the appropriate state court, located in the County of San Bernardino, California.
3.14 Time is of the essence for each and every provision of this Agreement.
3.15 Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for any or against any party. Any term referencing time, days or period for performance shall be deemed workdays. The captions of the various articles and paragraphs are for convenience and ease or reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.16 No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contract ual rights by custom, estoppel, or otherwise.
3.17 If a court of competent jurisdiction declares any portion of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions shall continue in full force and effect, unless the purpose of this Agreement is frustrated.
3.18 This Agreement may be signed electronically and in counterparts, each of which shall constitute an original.
3.19 The Recitals are incorporated into the body of this Agreement.
3.20 This Agreement will be effective on the date it is signed by both Parties.
SIGNATURES BELOW
Revised 5/12/21 Page 6 of 8
Attest by:
Barbara McGee, City Clerk
Approved as to Form:
Eric Vail, City Attorney
FOR COUNTY USE ONLY
Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by Department
Aaron Gest, Deputy County Counsel Byanka Velasco, P.E., Division Manager Brendon Biggs, Director Date Date Date
SAN BERNARDINO COUNTY CITY OF RIALTO
By
Dawn Rowe, Chairman, Board of Supervisors (Authorized signature - sign in blue ink) Dated:
Name
SIGNED AND CERTIFIED THAT A COPY OF THIS (Print or type name of person signing contract)
DOCUMENT HAS BEEN DELIVERED TO THE
CHAIRMAN OF THE BOARD Title City Manager
Lynna Monell
Clerk of the Board of Supervisors
San Bernardino County
(Print or Type)
By Dated:
Deputy
Revised 5/12/21 Page 7 of 8
EXHIBIT A
PROJECT MAP
Revised 5/12/21 Page 8 of 8
EXHIBIT B
SUMMARY OF ESTIMATED PROJECT SCHEDULE
Bohnert/Banyan Rialto Area Sewer
Project SDD-023
Phase
Estimated Start Date
1. Design Phase 1-2 Bid Docs
3/15/23
2. Design, Environmental, and Coordination 3/15/23
3. Easement Acquisition for Phase 3 7/1/23
4. Award Construction Contract-Phase 1 & 2 7/23/24
5. CONSTRUCTION-Phase 1 & 2 8/23/24
6. Award Construction Contract-Phase 3 9/24/24
7. CONSTRUCTION - Phase 3 10/24/24
8. CLOSE OUT AND TRANSFER TO CITY OF RIALTO 7/24/26
9. CITY ACCEPTS PROJECT INTO CITY SYSTEM AND
ASSUMES OPERATION AND MAINTENENCE 7/24/26
Additional Notes:
1) Estimated schedule subject to change.