THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY Contract Number
26-274
SAP Number
San Bernardino County
Department Contract Representative Noel Castillo
Telephone Number 909-387-7906
Contractor City of Rialto
Contractor Representative Tanya Williams
Telephone Number
Contract Term Not Applicable
Original Contract Amount $859,100
Amendment Amount
Total Contract Amount $859,100
Cost Center
IT IS HEREBY AGREED AS FOLLOWS:
WHEREAS, the San Bernardino County ("COUNTY") and the City of Rialto ("RIALTO") are signatories to this AGREEMENT, and may hereinafter be individually referred to as a "PARTY" and, collectively referred to as the "PARTIES"; and
WHEREAS, the PARTIES desire to cooperate and jointly participate in the development, installation, and construction of solar lighting on Cactus Trail (hereinafter referred to as the "PROJECT"); and WHEREAS, the PARTIES agree that the PROJECT will be of mutual benefit to the PARTIES; and WHEREAS, the estimated PROJECT cost is eight hundred fifty-nine and one hundred Dollars ($859. 100) as shown on Exhibit A; and
WHEREAS, the PARTIES agree that for the PROJECT shall be (100%) funded by the COUNTY; and WHEREAS, the PARTIES agree that the COUNTY will contribute to the total PROJECT costs by reimbursing RIALTO 100% of the estimated PROJECT cost, in an amount not to exceed eight hundred fifty-nine and one hundred Dollars ($859, 100) as shown on Exhibit A; and
WHEREAS, the PARTIES agree that the PROJECT costs include engineering design, inspection, materials testing, construction management, environmental permitting, utility relocation, construction, and contingencies of the PROJECT; and
WHEREAS, the PARTIES acknowledge that a portion of the PROJECT is located within or will impact the railroad right-of-way owned or controlled by the applicable railroad company; and
Standard Contract
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WHEREAS, the PARTIES further acknowledge that any work within or affecting railroad right-of-way requires advance review, approval, and permitting from the railroad owner/operator, and that RIALTO, as Lead Agency, will be solely responsible for obtaining all necessary railroad permits, approvals, agreements, and clearances required for the PROJECT; and
WHEREAS, RIALTO will act as the Lead Agency on the PROJECT; and WHEREAS, as the Lead Agency, RIALTO is willing to advance the total funding for the PROJECT and will be responsible for all costs, including engineering design, inspection, materials testing, construction management, environmental permitting, property acquisition, utility relocation, construction, and contingencies of the PROJECT, and the COUNTY will reimburse RIALTO; and WHEREAS, upon completion of the PROJECT, the PARTIES agree that RIALTO shall operate and maintain the PROJECT within the San Bernardino County Flood Control District ("FLOOD CONTROL DISTRICT") right-of-way accordingly; and
WHEREAS, the PARTIES desire to set forth their respective responsibilities and obligations regarding the construction of the PROJECT.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
SECTION I
1.0 RIALTO AGREES TO:
1.1 Act as the Lead Agency to prepare all environmental documents, construction plans, specifications, engineer's estimates, and administer construction, including advertisements for bids, bid reviews, contract awards, construction, and all other needed inspections of the PROJECT.
1.2 reviewed and approved the contract plans, specifications, and engineer's cost estimates ("CONTRACT PLANS") for the PROJECT in writing, provided that COUNTY's review and determination shall be subject to Section 2.4.
1.3 Process and complete all necessary environmental documents as required, including but not limited to, pursuant to the California Environmental Quality Act, and obtain all necessary environmental agencies' clearances for the construction of the PROJECT.
1.4 Provide all services to acquire any right-of-way needed for the PROJECT, including, but not limited to, eminent domain procedures, contacting owners or occupants, entering properties, inspecting, negotiating right-of-way takes, negotiating easements or replacement property for impacted trees, fences, drive approaches, and other property structures.
1.5 Obtain, at its sole cost and responsibility, all necessary agreements, permits, approvals, licenses, and clearances required by the railroad owner/operator for any portion of the PROJECT constructed within, over, under, or impacting railroad right-of-way. RIALTO shall be solely responsible for coordinating with the railroad, complying with all railroad requirements and conditions, and ensuring that all railroad permits are obtained prior to advertising the PROJECT for construction bids. RIALTO shall provide the COUNTY with copies of all railroad permits and approvals within five (5) business days of receipt.
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1.6 Provide reasonable timely notification to the COUNTY of any meetings related to the PROJECT and schedule Project Development Team meetings periodically before and during construction to ensure that COUNTY have the opportunity to be represented.
1.7 Provide the COUNTY with copies of all reports and other technical documents related to the PROJECT and allow the COUNTY to comment prior to accepting such report or document.
1.8 Arrange for relocation of any utilities that may interfere with construction of the PROJECT within the PROJECT sites.
Obtain a no-cost encroachment permit from the COUNTY for the portion of the PROJECT constructed within COUNTY and/or FLOOD CONTROL DISTRICT-owned land and right-of-way.
RIALTO acknowledges that this COUNTY encroachment permit does not cover any work within or affecting railroad right-of-way, and RIALTO shall be solely responsible for obtaining all separate railroad permits pursuant to Section 1.5.
1.10 Ensure PROJECT is constructed in accordance with the plans and specifications approved by the COUNTY.
1.11 Enter into construction contracts) with contractors) for the PROJECT.
1.12 Advertise, award, administer, and fund construction of the PROJECT in accordance with all applicable laws, including but not limited to, the Public Contract Code, the Civil Code, the Labor Code, and the Business and Professions Code.
1.13 Perform inspections of all items of work performed under the construction contracts) with RIALTO' contractors or subcontractors for the PROJECT and maintain adequate records of inspection and materials testing made available for review to the COUNTY. RIALTO shall provide copies of all records of inspection including inspection notes and materials testing to the COUNTY within ten (10) business days of RIALTO' receipt of written request from the COUNTY for such records.
1.14 Provide the COUNTY the opportunity to inspect the PROJECT during all phases of construction in accordance with the provisions of the encroachment permit, obtained per Section 1.9 above.
1.15 Pay all costs for the PROJECT including the COUNTY's share as set forth in Section 2.3. RIALTO, at its sole discretion, may advance the COUNTY's share of the cost of the PROJECT, which shall be reimbursed by the COUNTY as set forth in Section 2.1.
1.16 Submit progress reports on a regular and consistent basis to meet the COUNTY's requirement for reimbursement of funds. The reporting period shall not exceed one quarter of the year in length.
The progress reports may be sent via email; however, an official hardcopy shall be sent to the COUNTY's Project Manager. The progress reports shall provide a brief description of the work performed during the reporting period including activities, milestones achieved, major accomplishments and any problems encountered in the performance of the PROJECT.
1.17 Provide the COUNTY invoices on a quarterly basis for costs incurred on the PROJECT and shall include at minimum the following information:
a. Cost incurred for work performed in implementing the PROJECT during the period identified in the particular invoice
b. Cost incurred for any interest in real property (land or easement) that have been necessarily acquired for the PROJECT during the period identified in the particular invoice for the implementation of the PROJECT.
C. Invoices submitted shall meet the following format requirements:
1. Cover letter with signature from the responsible RIALTO official.
2. Invoice must contain date of invoice, time period covered by the invoice, and the total amount due.
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3. A cost breakdown in table format with Vendor (Contractor, Invoices and Staff Time), description of costs, total costs for each line item.
4. Invoices must be itemized.
5. Sufficient backup documentation (e.g. receipts, copies of checks, time sheets, labor reports, cost accounting reports,) as reasonably determined by the COUNTY must be provided to support all charges and all costs included in the invoice. Additional cost share shall be accounted for separately in the progress reports. d. Cost incurred for the relocation of any utility associated with PROJECT before or during construction.
e. Submit the original, signed, invoice to the following address:
Noel Castillo, P.E
Director, Department of Public Works
825 East Third Street,
San Bernardino, CA 92415-0835
1.18 Operate, and maintain the PROJECT, upon completion of the PROJECT and acceptance of the PROJECT work by COUNTY, pursuant to Section 3.5.
1.19 Require all contractors and vendors working on the PROJECT to:
1.19.1 Have appropriate and adequate insurance coverage for the mutual protection and benefit of the PARTIES. COUNTY shall be added as an additional insured on all contracts awarded by RIALTO. The limits of liability in the Public Liability and Property Damage policy or policies shall not be less than $1,000,000 combined single limit;
1.19.2 Add COUNTY as an obligee, to the Payment and Performance Bonds provided for the PROJECT and name COUNTY as express third-party beneficiaries to the PROJECT contract documents; and
1.19.3 Indemnify, defend, and hold the PARTIES and COUNTY harmless from all claims and liabilities resulting in whole or in part from the acts or omissions of the contractor or vendor, to the full extent permitted by law.
1.20 Provide status reports regarding the PROJECT to the COUNTY within fourteen (14) calendar days of RIALTO' receipt of written request from the COUNTY for such reports.
1.21 Provide to the COUNTY, upon completion of PROJECT, one (1) set of Mylar drawings, and one (1) electronic set of "Record Drawings" of the PROJECT.
1.22 Retain or cause to be retained for audit by the COUNTY, or other government auditors for a period of three (3) years from the date of the final payment, all records and accounts relating to the PROJECT.
SECTION II
2.0 COUNTY AGREES TO:
2.1 Pay to RIALTO the amounts within the given Fiscal Year upon availability of funds starting in COUNTY's Fiscal Year 2025/2026 for COUNTY's share of costs set forth herein. COUNTY's total funding participation under this AGREEMENT shall not exceed $859,100. COUNTY's reimbursement payments will be made no more frequently than quarterly, pursuant to Section 1.17.
The COUNTY shall be responsible for and pay its respective share for the PROJECT. COUNTY's financial obligations for payments are subject to and limited by the COUNTY's Board of Supervisors budgetary and appropriation process.
2.2 Pay for additional work, including, but not limited to, all costs relating to such additional work as required by Section 3.11, that is beyond the scope of the original PROJECT and performed Revised Page 4 of 9
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pursuant to approved plans and specifications only if the COUNTY that first requested that work in writing, as required by Section 3.11, and only after receiving a payment request from RIALTO that includes all necessary supporting documentation in accordance with Section 1.17.
The COUNTY's funding for the PROJECT shall not exceed the amount set forth in Section 2.1, unless costs in excess of the total PROJECT costs are agreed upon by both PARTIES in writing
2.4 Promptly review and comment on the CONTRACT PLANS prepared and submitted by RIALTO or by its representatives pursuant to Section 2.1, and upon RIALTO satisfactorily addressing all of COUNTY's comments, approve the CONTRACT PLANS and issue all necessary encroachment permits. COUNTY shall not unreasonably withhold COUNTY's approval of the CONTRACT PLANS as described in Section 1.2. COUNTY shall provide its written approval, disapproval, written approval, disapproval, or comments within 15 business days of COUNTY's receipt of the CONTRACT PLANS, then the CONTRACT PLANS shall be deemed to have been approved by COUNTY without comment and COUNTY shall issue all necessary encroachment permits. In the event that COUNTY does not approve of the CONTRACT PLANS, COUNTY's written notice thereof to RIALTO shall include a detailed description and explanation of the reasons for COUNTY's disapproval and the PARTIES shall thereafter meet and confer in good faith to resolve thereof.
Issue no fee encroachment permits), after review of construction plans, when necessary, to RIALTO for work within COUNTY and/or FLOOD CONTROL DISTRICT right-of-way.
SECTION III
3.0 IT IS FURTHER UNDERSTOOD AND AGREED:
3.1 The Effective Date of the AGREEMENT shall be the first date upon which all the following has occurred: (1) RIALTO' Council and COUNTY's Board have approved the AGREEMENT; and (2) the authorized representative of each PARTY has signed the AGREEMENT.
3.3 All payments shall be made via electronic funds transfer (EFT) directly deposited into the PARTIES' designated checking or other bank account. PARTIES shall promptly comply with directions and accurately complete forms provided to process EFT payments.
3.4 Indemnification and Insurance.
Indemnification
a. Pursuant to Government Code Section 895.4, each PARTY ("Indemnitor") shall indemnify, defend (with counsel reasonably approved by Indemnitee), and hold harmless each of the other PARTIES, the COUNTY, and each of their respective officers, employees, agents and volunteers (each an "Indemnitee," collectively, "Indemnitees") from and against any and all claims, actions, losses, damages, and/or liability arising out of the acts or omissions of Indemnitor, or its authorized officers, employees, agents and volunteers, under this Agreement.
3.4.2 Insurance
a. Waiver of Subrogation Rights - If not self-insured RIALTO shall require the carriers of required coverage to waive all rights of subrogation against the COUNTY and its officers, employees, agents, volunteers, contractors, and subcontractors. All general or auto liabilit insurance coverage provided shall not prohibit RIALTO and their employees or agents fron waiving the right of subrogation prior to a loss or claim. RIALTO hereby waive all rights of subrogation against the COUNTY, except for the gross negligence of COUNTY and its officers, employees, agents, volunteers, contractors, and subcontractors.
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b. Self-Insurance -The PARTIES are authorized self-insured public entities 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.
3.5 Default Provisions.
A. RIALTO will be in default under this AGREEMENT if any of the following occur:
a. Material breaches of the AGREEMENT, or any supplement or amendment to it.
D. Making any false warranty, representation, or statement with respect to this AGREEMENT.
c. Failure to make any remittance required by this AGREEMENT. d. Failure to submit timely progress reports.
e. Failure to routinely invoice the COUNTY.
Should an event of default occur, the COUNTY shall provide written notice of default to RIALTO and shall give RIALTO at least ninety (90) calendar days to cure the default from the date the notice is sent via first-class mail to RIALTO; provided, however, that if the nature of the default is such that the same cannot reasonably be cured within a ninety (90) day period, RIALTO shall not be deemed in default if it diligently commences such cure within such period and thereafter diligently proceed to rectify and cure said default as soon as possible. If RIALTO fails to cure the default within the time prescribed by the COUNTY, the COUNTY may do any of the following:
1. Terminate any obligation to make future payments to RIALTO.
2. Terminate the AGREEMENT.
3. Take any other action that it deems necessary to protect its interest.
B. The COUNTY will be in default under this AGREEMENT if any of the following occur:
a. Material breaches of the AGREEMENT, or any supplement or amendment to it. b. Making any false warranty, representation, or statement with respect to this AGREEMENT.
c. Failure to make any undisputed payment required by this AGREEMENT.
Should an event of default occur, RIALTO shall provide written notice of default to the COUNTY and shall give the COUNTY at least ninety (90) calendar days to cure the default from the date the notice is sent via first-class mail to the COUNTY; provided, however, that if the nature of the default is such that the same cannot reasonably be cured within a ninety (90) day period, COUNTY shall not be deemed in default if it diligently commences such cure within such period and thereafter diligently proceed to rectify and cure said default as soon as possible. If the COUNTY fails to cure the default within the time prescribed by RIALTO, RIALTO may do any of the following:
1. Terminate the AGREEMENT.
2. Take any other action that it deems necessary to protect its interest.
3.6 If, upon opening of bids for the PROJECT submitted, the bids indicate a cost overrun of no more than 25% of the estimated construction cost, RIALTO may award the contracts), notwithstanding any provision herein to the contrary, after a written concurrence from COUNTY.
3.7 If, upon opening of bids for the PROJECT, bids indicate the actual cost of the PROJECT will exceed either 25% of the estimated cost of construction or the available funding, PARTIES shall endeavor to agree in writing upon an alternative course of action. If, after thirty (30) days, an alternative course of action is not mutually agreed upon in writing, this AGREEMENT shall be deemed to be terminated by mutual consent.
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3.8 This AGREEMENT shall inure to the benefit of and be binding upon the successors and assigns of the PARTIES.
3.9 If the performance by any PARTY of any part of this AGREEMENT is prevented, hindered or delayed by any reason beyond the control of the PARTY whose performance is so affected, and this effect cannot be overcome by due diligence, the PARTY affected is excused from performance to the extent that performance is necessarily prevented, hindered or delayed, during the continuance of the happening or event, and this AGREEMENT is suspended so long as and to the extent that the cause prevents or delays that PARTY's performance. The PARTY claiming to be affected shall give written notice to the other PARTIES within a reasonable time after the happening of the cause which they contend affects their performance. None of the PARTIES shall be liable for failure or delay of fulfiling their obligations if hindered or prevented by acts of God, fire, strikes, earthquakes, pandemic, and flooding.
3.10 The PARTIES acknowledge that final PROJECT costs may ultimately exceed current estimates of PROJECT costs. Any additional PROJECT costs resulting from increase bid prices or change orders (but not unforeseen conditions or requested additional work by a PARTY which are addressed in Section 3.11 below) over the estimated total PROJECT cost shall be borne by RIALTO. Notwithstanding the foregoing, the COUNTY's share of the PROJECT cost shall not exceed $859,100 under any circumstances unless a written amendment to this AGREEMENT is approved by the COUNTY's Board.
3.11 If a PARTY requests additional work that is beyond the scope of the original PROJECT, all costs relating to said work (including, but not limited to, all costs relating to drafting related contract plans, specifications, and engineer's cost estimates) will be paid solely by the PARTY requesting the work.
3.12 In the event that change orders are required during the course of the PROJECT, said change orders must be in writing and approved by the PARTIES within two (2) working days of submittal.
If working conditions do not allow two working days for a written approval, then PARTIES agree to work diligently to come up with a speedy resolution in the field.
3.13 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, unless expressly stated otherwise. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this AGREEMENT.
3.14 No supplement, modification, or amendment of this AGREEMENT shall be binding unless executed in writing and signed by all PARTIES.
3.15 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 days after deposit in the United States mail, certified, with first class postage fully prepaid, addressed as follows:
CITY OF RIALTO San Bernardino County
Public Works Department Department of Public Works
150 South Palm Ave. RIALTO, CA 825 East Third Street
92376 San Bernardino, CA 92415
Attn: Gerard Nepomuceno, P.E. Attr: Noel Castillo, P.E.
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 Revised Page 7 of 9
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performed by a PARTY shall give the other PARTY any contractual rights by custom, estoppel, or otherwise.
3.17 This AGREEMENT shall be governed by the laws of the State of California. 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. Any dispute or action to enforce any obligation under this AGREEMENT shall be filed and resolved in the appropriate Superior Court in the County of San Bernardino, California. In the event of litigation arising from this AGREEMENT, each PARTY to the AGREEMENT shall bear its own costs, including attorney's fees, except as provided for in Section 3.4.1.
3.18 Except with respect to the PARTIES' operation, maintenance and indemnification obligations contained herein, this AGREEMENT shall terminate upon the completion of the PROJECT and final payment by the COUNTY to RIALTO.
3.19 This AGREEMENT contains the entire AGREEMENT of the PARTIES with respect to the subject matter hereot, and supersedes all other prior negotiations, understandings, or contracts.
AGREEMENT may only be modified in writing, signed by all PARTIES.
3.20 Time is of the essence for each and every provision of this AGREEMENT.
3.21 This AGREEMENT may be cancelled upon thirty (30) days written notice of any PARTY, provided however, that no PARTY may cancel this AGREEMENT without cause after RIALTO awards contracts) to construct the PROJECT.
3.22 The Recitals preceding the terms of this AGREEMENT are incorporated into the terms hereof by this reference and constitute constructive terms of this AGREEMENT.
3.23 This AGREEMENT may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same agreement. The PARTIES shall be entitled to sign and transmit an electronic signature of this AGREEMENT (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Each PARTY providing electronic signature agrees to promptly execute and deliver to the other party an original signed AGREEMENT upon request.
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IN WITNESS WHEREOF, this AGREEMENT has been fully executed on behalf of the COUNTY and RIALTO by their duly authorized officers, effective as of the last date hereunder written.
CITY OF RIALTO
SAN BERNARDINO COUNTY
(Print or type name of corporation, company, contractor, erc.) DaumRowe By -
Authorized signature - sign in blue ink
Dawn Rowe, Chair, Board of Supervisors
APR 0 7 2026 Name Tanya willians
Dated:
SIGNED AND CERTIFIER THAT A COPY OF THIS (Print or type name of person signing confract
DOCUMENT HARBEEN DELMERED TO THE
Title city manager
Monetto (Print or Type)
mey the Dealso Supervisors
SA San Bernarcina Cou
Dated: April 29,2006
By
Address 150 s. Palm AVe
Rialto, CA 92376
ATTEST:
Garbana
Barbara McGee, City Clerk
APPROVED AB TO FORM
Eric S. Vail, City Attorney
FOR COUNTY USE ONLY Reviewed/Approved by Department
Approved as to Legal Form Reviewed for Contract Compliance cott
Wiser guat
Aaron Gest, Deputy County Counsel Andy Silao, P.E. Noel Castillo, Director of Public Works 04/01/26 04/01/26
Date Date Date
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Exhibit A
SAN BERNARDINO Special Districts
COUNTY Project Management
PROJECT COST ESTIMATING TOOL
Cactus Trall Solar Lighta
4428/2025 Project Name
Date: GEA 70
Carlos Martinez Client Department
Author:
Eatimate for Solar lighting for »2 miles of improved walking trells Project Scope
Project Type: Intemal/CSA
• Level 5 • Level 4 [ Level 3 Level 2 •Level 1 | Item Total + OH Rate Estimate Class * See Tab 2 ÜOM [Unit Price
PM Staff Costs Quantity. $22,350 $22,350
LS $4,635
Project Management LS $4,635
Construction Inspector
$26,985
PM Staff Costs Subtotal Unit Price Item Total
VOM Quantity
On-Call and County Professional Services 1 $8,000 $8,000 $0
County Counsel $0
$0
$0
$0
$8,000
On-Call Professional Services Subtotal Quantity Unit Price Item Total UGM
Direct Costs $406,850 $406,850
$274,082 $274,082
Construction
$0
Materials
$0
$0
$0
3680,932
Direc $716,917
20% 5145.183
Subtotal (1)
Level 4/28% Lavil 3-20% Lawl 3-15% $859,100
Contingency aval si 00%.
Subtotal (2) 0%
Escalation pis pir year at protest foreto 5859,100
Final Total NOTES
Light poles will be direct bury on concrete footings
Light poles are 14' tall
Total lights: 82
Spacing: 100 feet
PLANNING EXECUTING
Project Management Methodology PMM
Rev. 081821
1 1.4 Cost Estimating Tool
DE
CSA 70
SAN BERNARDINO PLNG
COUNTY Public Works
Exhibit A
Cactus Trail Solar Lights Estimate for Solar lighting for ~2 miles of improved walking trails - OFF-GRID
Solar
griet. No outages
355 nights of light a year - guaranteed.
POWERFUL
Powerful illumination, on a pat
grid connected systems
COST-EFFICIENT
No maintenance for the lirst 10 years.
наю деания
* Rapid installation. No operating costs
5/6/2025 Special Districts- Project Management Division