THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY Public Works
Department Contract Representative Arlene Chun, M.S., P.E., Engineering Manager
Telephone Number (909) 387-8165
Project Lilac Avenue
Contractor City of Rialto
Contractor Representative Arron Brown, Acting City Manager Telephone Number (909) 820-2689
Contract Term Expiration December 31, 2027
Original Contract Amount $258,890
Amendment Amount $0
Total Contract Amount $258,890
Cost Center 6650002000 H15177
IT IS HEREBY AGREED AS FOLLOWS:
WHEREAS, San Bernardino County (COUNTY) and the City of Rialto (CITY) (COUNTY and CITY are also each referred to herein as “Party” and collectively referred to herein as “Parties”) desire to cooperate and jointly participate in the Lilac Avenue Pavement Reconstruction and Americans with Disabilities Act (ADA) Curb Ramp Update Project located in the Rialto area (hereinafter referred to as “PROJECT”); and, WHEREAS, the road list and the ADA curb ramp list for the PROJECT are shown in Exhibit “A”, which is attached hereto and incorporated herein by this reference; and, WHEREAS, the PROJECT is located in the unincorporated area of the COUNTY and the incorporated area of the CITY; and,
WHEREAS, California Streets and Highways Code section 1710 authorizes COUNTY to contract with CITY for the maintenance, construction, or repair of COUNTY roads; and, WHEREAS, COUNTY determines that it is necessary for the more efficient maintenance, construction, or repair of its streets and roads to contract with CITY for the PROJECT; and, Contract Number
SAP Number
WHEREAS, the total PROJECT cost is estimated to be $1,230,041; and,
WHEREAS, COUNTY share of PROJECT cost is estimated to be $ 258,890, and the CITY’s share of PROJECT cost is estimated to be $ 971,151, as more particularly set forth in Exhibit “B”, which is attached hereto and incorporated herein by this reference; and,
WHEREAS, the above-described costs are proportioned based on the work to be performed in each Party’s jurisdiction; and,
WHEREAS, PROJECT costs will be funded with COUNTY’s Senate Bill 1 Roa d Maintenance and Rehabilitation Account funds and Discretionary General Funds, and CITY’s remaining share of the PROJECT cost will be funded with CITY’s local funds; and,
WHEREAS, CITY and COUNTY desire to set forth the responsibilities and obligations of each as they pertain to such participation, and to the design, construction, and funding of the proposed PROJECT.
NOW, THEREFORE, IT IS MUTUALLY AGREED as follows:
1.0 CITY AGREES TO:
1.1 Act as the Lead Agency in the preliminary engineering, design, survey, California Environmental Quality Act (CEQA) review and compliance (Public Resources Code section 21000 et seq.), utility relocation work, construction, construction engineering, and inspection of the PROJECT.
1.2 If required for the PROJECT, at its own cost, design and perform all right -of-way acquisition related work inside the CITY jurisdiction that is determined to be necessary for the PROJECT.
Right-of-way acquisition related work inclu des, but is not limited to, right -of-way document preparation (legal description and plat), appraisal, acquisition, temporary construction easements, utility easements, utility relocations, site clearance activities, plant/tree/fence/wall removal and relocation/replacement, legal negotiations, eminent domain proceedings, property settlements, and all right-of-way capital costs (actual cost of right-of-way).
1.3 Provide plans and specifications for the PROJECT for COUNTY’s review and approval pursuant to paragraph 2.1 below.
1.4 Construct the PROJECT by contract in accordance with the plans and specifications of CITY, which have been reviewed and approved by COUNTY pursuant to paragraphs 1.4 and 2.2.
1.5 Arrange for relocation of all utilities which interfere with construction of the PROJECT within the entire PROJECT limits, subject to paragraph 3.9 below.
1.6 Obtain a no-cost permit from the COUNTY for work to be performed within the COUNTY’s right- of-way.
1.7 Advertise, award, and administer the construction of the PROJECT, in accordance with the provisions of the California Public Contract Code.
1.8 Provide adequate inspection of all items of work performed under the construction contract(s) with CITY’s contractors or subcontractors for the PROJECT and maintain adequate records of inspection and materials testing for review by COUNTY. CITY shall provide copies of any records of inspection and materials testing to COUNTY within ten (10) days of CITY’s receipt of written demand from COUNTY for such records. This shall be included as a PROJECT cost.
1.9 After bid opening for the PROJECT and prior to award of the construction contract, submit to the COUNTY an invoice for the estimated COUNTY share of the PROJECT’s construction cost based on the COUNTY/CITY percentage share determined from the bid result.
1.10 Upon PROJECT completion, calculate actual COUNTY/CITY project share percentages based on the final contract work and cost, which shall include any changes made within the COUNTY and/or CITY jurisdiction, as provided in this Agreement.
1.11 Based on the CITY’s percentage calculated pursuant to paragraph 1.10, pay its share of the actual PROJECT costs. The actual PROJECT costs shall include the cost of PROJECT preliminary engineering, design, survey, CEQA compliance, utility relocation work, construction, construction engineering, inspection and CITY overhead costs. COUNTY’S share of PROJECT costs is estimated to be $258,890 and shall not exceed $ 330,713 (25% increase over the CITY’s
PROJECT cost estimate) absent a written amendment to this Agreement pursuant to paragraph
3.17. 1.12 Submit to the COUNTY an itemized accounting of actual project costs incurred by the CITY and, if said costs exceed the amount paid by COUNTY pursuant to paragraphs 1.9 and 2.6, an invoice for the remainder of the COUNTY’s share of the actual project costs, up to the amount set forth in paragraph 2. 6, as provided herein. Said invoice shall set forth all actual PROJECT costs incurred by CITY, together with adequate documentation of said expenditures and a copy of the overall CITY/COUNTY percentage share calculation spreadsheet. If the actual PROJECT costs incurred by CITY are less than the amount paid by COUNTY pursuant to paragraphs 1.9 and 2.6, then CITY shall refund COUNTY the difference within thirty (30) days after issuance of the itemized accounting.
2.0 COUNTY AGREES TO:
2.1 Review, approve, and provide comments, if necessary, for the PROJECT’s plans and specifications provided by the CITY for PROJECT work to be performe d in the COUNTY’s jurisdiction.
2.2 If required for the PROJECT, at its own cost and not included in this PROJECT cost, perform all right-of-way acquisition related work inside the COUNTY’s jurisdiction that is determined to be necessary for the PROJECT. Right-of-way acquisition related work includes, but is not limited to, right-of-way document preparation (legal description and plat), appraisal, acquisition, temporary construction easements, utility easements, utility relocations, site clearance activities, plant/tree/fence/wall removal and relocation/replacement, legal negotiations, eminent domain proceedings, property settlements, and all right-of-way capital costs (actual cost of right-of-way).
2.3 Provide a no-cost permit to the CITY for its work in the COUNTY’s right-of-way.
2.4 Provide a qualified COUNTY representative who has the authority to inspect PROJECT construction site upon notification by CITY via email and/or telephone that an inspection is needed within the COUNTY’s limits.
2.5 Within thirty (30) days after receipt of the invoice from the CITY pursuant to paragraph 1.9 above, pay to the CITY the invoiced amount.
2.6 Within sixty (60) days after receipt of the itemized accounting and invoice from the CITY pursuant to paragraph 1.12 above, pay to the CITY the remainder of COUNTY’s share of the actual PROJECT costs b ased on the COUNTY percentage calculated pursuant to paragraph
1.12. The PROJECT costs shall include the cost of PROJECT preliminary engineering, design, survey, CEQA review and compliance, utility relocation work, construction, construction engineering, inspection and CITY overhead costs. COUNTY’s share of PROJECT costs is estimated to be $258,890, and shall not exceed $33,613 (25% increase over the PROJECT cost estimate) absent a written approval from the CITY’s designated representative.
3.0 IT IS MUTUALLY AGREED:
3.1 Except for activities that are impossible to perform during the construction phase of PROJECT, before, during and after CITY’s and COUNTY’s acceptance of each individual completed project, the COUNTY shall be responsible for performing any and all work (including, but not limited to, maintenance) for the COUNTY maintained highways in the PROJECT limits that are within the COUNTY unincorporated area, and the CITY shall be responsible for performing any and all work (including, but not limited to, maintenance) for City streets in the PROJECT limits that are in the CITY incorporated area.
3.2 COUNTY agrees to indemnify, defend (with counsel approved by CITY) and hold harmless the CITY and its officers, employees, agents, and volunteers from any and all claims, actions or losses, damages, and/or liability resulting from COUNTY’s negligent acts or omissions which arise from COUNTY’s performance of its obligations under this Agreement.
3.3 CITY agrees to indemnify, defend (with counsel approved by COUNTY) and hold harmless COUNTY and its officers, employees, agents a nd volunteers from any and all claims, actions, losses, damages and/or liability resulting from CITY’s negligent acts or omissions which arise from CITY’s performance of its obligations under this Agreement.
3.4 In the event the COUNTY and/or the 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.
3.5 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 3.2, 3.3 and 3.4.
3.6 COUNTY and CITY are authorized self -insured public entities for purposes of Professional Liability, Automobile Liability, General Liability and Worker’s Compensation, and warrant that through their respective programs of self-insurance they have adequate coverage or resources to protect against lia bilities arising out of COUNTY and CITY’s performance of the terms, conditions or obligations of this Agreement.
3.7 The Parties acknowledge that actual PROJECT costs may ultimately exceed current estimates of PROJECT costs. Any additional PROJECT costs (inclu ding, but not limited to, additional PROJECT costs caused by an increase in engineering cost, higher bid prices, change orders, or arising from unforeseen site conditions, including utility relocation (but not from requested additional work by the COUNTY or CITY, which is addressed in paragraph 3.8 below) over the estimated total of the PROJECT’s cost of $1,230,041 (which is the sum of $258,890 from COUNTY and $971,151 from CITY) shall be borne by each Party based upon where the work is required (i.e. whether the work is required in the COUNTY’s or CITY’s jurisdiction) up to the amounts set forth in paragraphs 1.12 and 2.6.
3.8 If either COUNTY or CITY requests additional work that is beyond the scope of the original PROJECT, and not considered by all Parties to be a necessary part of the PROJECT, said work, if approved by both Parties pursuant to paragraph 3.17 will be paid solely by the Party requesting the work.
3.9 In the case wherein one of the Parties owns a utility that needs to be relocated for the PROJECT and that Party does not have prior rights for that utility, it will be the sole responsibility of that Party to relocate the utility at that Party’s cost. This shall not be included as a PROJECT cost. In the case that a utility relocation is determined to be a PROJECT cost based on that utility having prior rights, the relocation of the utility will be included as a PROJECT cost for which the COUNTY and CITY will be responsible for funding for work located within their respective boundaries.
3.10 As design progresses, if it is found by COUNTY’s Director of Public Works, or the Director’s designee, that a cost overrun of over 25% of the estimated total PROJECT cost will occur, COUNTY shall provide CITY notice of this fact and COUNTY and CITY shall endeavor to agree upon an alternative course of action, including amending the cost estimates. If, after thirty (30) days of COUNTY notice, an alternative course of action is not mutually agreed upon in writing between the COUNTY and CITY, this Agreement shall be deemed to be terminated by mutual consent.
3.11 CITY shall notify COUNTY of the bids received and the amounts thereof. In the event that either Party intends to cancel this Agreement based upon the bids or amount thereof, said Party shall notify the other Party at a reasonable time prior to the awarding of a contract to constru ct the PROJECT to avoid any detrimental reliance by either Party, contractor or potential contractor.
3.12 If, after opening bids for the PROJECT , it is found that the responsive and responsible low bid amount is 25% or less over the PROJECT’s construction cost shown in Exhibit B, CITY may award the contract.
3.13 If, upon opening of bids, it is found that the responsive and responsible low bid amount is over 25% more than the PROJECT’s construction cost shown in Exhibit B or the Amended Exhibit B pursuant to paragraph 3.10 of the Agreement, CITY shall not award the contract unless: 1) CITY receives written permission from the COUNTY’s Department of Public Works Director, or designee, to proceed with the award; and 2) COUNTY’s Board of Supervisors approves the award of the construction contract. If the above-described conditions are not met, COUNTY and CITY shall endeavor to agree upon an alternative course of action, including re -bidding of the PROJECT. If, after sixty (60) days of the bid opening, an alternative cour se of action is not mutually agreed upon in writing, this Agreement shall be deemed to be terminated by mutual consent.
3.14 In the event that change orders are required during the course of the PROJECT, said change orders must be delivered by fax or email and must be returned within two (2) days. The CITY shall not unreasonably withhold approval of change orders. If a CITY disapproved or modified change order is later found to be a cost of the PROJECT, then the CITY shall be responsible for any Page
5 of
8 costs, awards,
judgments or settlements associated with the disapproved or modified change order.
3.15 This Agreement may be cancelled upon thirty (30) days advance written notice of either Party, provided however, that neither Party may cancel this Agreement after CITY
award
s a contract to
construct. In the event of cancellation as provided herein, including termination pursuant to paragraphs 3.10, 3.11 and 3.13 above, all PROJECT expenses occurred prior to the effective date of cancellation/termination shall be paid by the P arties in the same proportion to their
contribution for the PROJECT. The Parties recognize and agree that the provisions governing utility relocation and construction are dependent upon the Parties first satisfying CEQA. As provided in this paragraph, the
Agreement may be cancelled with or without cause, before, during and after CEQA review/approval.
3.16 Except as provided in paragraphs 3.
1 5
and 3.
24 , and except for the Parties’ operation,
maintenance and indemnification obligations contained herein which shall
survive termination,
this Agreement shall terminate upon completion of the PROJECT and payment of final billing by the
COUNTY
for its share of the PROJECT costs or refund by
CITY
pursuant to paragraph 1.
12 .
3.17 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 executed in writing and signed by both
Parties.
3.18 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 A greement or the PROJECT, shall be
instituted and tried in the appropriate state court, located in the County of San Bernardino, California.
3.19 Time is of the essence for each and every provision of this Agreement.
3.20 Since the Parties or their agents have partic
ipated 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 or against any Party. Any term referencing time, days or period for performance shall be deemed
COUNTY
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.
3.21 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 contractual rights by custom, estoppel, or othe
rwise.
3.22 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.
3.23 This Agre
ement may be signed in counterparts, each of which shall constitute an original.
3.24 This Agreement will be effective on the date signed and approved by both Parties and shall
terminate upon satisfaction of the terms identified in paragraph 3. 16 or
January
31 ,
202
8 (whichever occurs first).
3.25 All notices, approvals, consents, or other documents required or permitted under this Agreement shall be in writing and, except as otherwise provided herein, shall be effective upon personal delivery or three calendar days a
fter deposit in the United States mail, certified, with first class postage, fully prepaid, addressed as follows
:
COUNTY:
San Bernardino County
Department of Public Works
825
E. Third Street, Room 143
CITY:
City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attn: Engineering Services Department
San Bernardino, CA 92415
-
0835
Attn: Transportation Planning Division
3.26 The Recitals are incorporated into the body of this Agreement.
THIS AGREEMENT shall inure to the benefit of and be binding upon the successors and assigns of both Parties.
IN WITNESS WHEREOF, the Parties to these presents have hereunto set their hands.
Attest by:
Barbara McGee, City Clerk
Approved as to Legal 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 Andy Silao, P.E., Engineering Manager Brendon Biggs, Director Date Date Date
SAN BERNARDINO COUNTY CITY OF RIALTO
By
Curt Hagman, Chairman, Board of Supervisors (Authorized signature - sign in blue ink) Dated: Name Arron Brown
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 Acting City Manager
Lynna Monell
Clerk of the Board of Supervisors
San Bernardino County
(Print or Type)
Deputy
EXHIBIT A
FOR SAN BERNARDINO COUNTY/CITY OF HIGHLAND LILAC AVENUE PAVEMENT
RECONSTRUCTION AND
ADA CURB RAMP UPDATE PROJECT IN THE RIALTO AREA
Road Name Road Limits County Length City Length Total Length Scope of work LILAC AVENUE .12M S, LURELANE W LEG N/TAHOE ST 0.20 0.26 0.46 Reconstruction Total Project Miles 0.20 0.26 0.46
Curb Ramp List
(City Jurisdiction)
Ramp Location Cross Street Ramp Location
LILAC AVENUE LURELANE STREET NW
LILAC AVENUE LURELANE STREET SW
LILAC AVENUE EASTON STREET NW
LILAC AVENUE EASTON STREET SW
LILAC AVENUE TAHOE STREET NW
LILAC AVENUE TAHOE STREET SW
Exhibit B
ESTIMATE OF PROJECT COSTS
FOR SAN BERNARDINO COUNTY/CITY OF RIALTO COOPERATIVE AGREEMENT FOR
PAVEMENT RECONSTRUCTION AND ADA CURB RAMP UPDATE PROJECT
IN THE RIALTO AREA
LILAC AVENUE
Lilac Avenue
Amount County Share City Share
Construction (including contingencies) $ 1,171,511 $ 246,560 $ 924,951 All Other Costs Such as Preliminary
Engineering, Design, Environmental
Clearance, Construction Engineering, etc.
$58,530 $12,330 $ 46,200
Project Total $1,230,041 $ 258,890 $ 971,151