COOPERATIVE AGREEMENT
Hunts lane and Harwick Drive
COOPERATIVE AGREEMENT
BETWEEN
CITY OF SAN BERNARDINO
AND
CITY OF COLTON
FOR THE
DESIGN AND CONSTRUCTION OF THE TRAFFIC SIGNAL AT THE INTERSECTION OF
HUNTS LANE AND HARWICK DRIVE
This AGREEMENT is entered into this _______ day of ___________, 2025, in the State of California, by and between the City of San Bernardino, hereinafter called SAN BERNARDINO, and the City of Colton, hereinafter called “COLTON” .
IT IS HEREBY AGREED AS FOLLOWS:
WHEREAS, SAN BERNARDINO and COLTON’s are also each referred to herein as “Party” and collectively referred to herein as “Parties”) desire to cooperate and jointly participate in a design and construction of the traffic signal at the intersection of Hunts Lane and Harwick Drive project on (hereinafter referred to as “PROJECT”); and
WHEREAS, the PROJECT is located at the boundary of the incorporated area of SAN BERNARDINO and the incorporated area of COLTON; and
WHEREAS, California Streets and Highways Code section 1807 authorizes two adjacent cities, if authorized by their governing bodies, to enter into a mutual agreement for the improvement and maintenance of the street which constitutes the boundary line between the two adjacent cities, and authorizes, pursuant to such agreement, the cities to expend funds available for the improvement and maintenance of that boundary street; and
WHEREAS, the legislative bodies of SAN BERNARDINO and COLTON, determine that the PROJECT is necessary for the more efficient design and construction, of the Hunts Lane and Harwick Dr; and
WHEREAS, it is anticipated that SAN BERNARDINO’s share of PROJECT costs will be funded from SAN BERNARDINO’s local funds and COLTON’s share of PROJECT costs will be funded from COLTON’s local funds; and
WHEREAS, the total PROJECT cost is estimated to be $770,000; and WHEREAS, SAN BERNARDINO’s share of PROJECT cost is estimated at $385,000 and COLTON’s share of PROJECT cost is estimated to be $385,000 as more particularly set forth in Exhibit “A”, 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, SAN BERNARDINO and COLTON 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 PROJECT.
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
NOW, THEREFORE, IT IS MUTUALLY AGREED as follows:
SECTION I
SAN BERNARDINO AGREES TO:
1. Act as the Lead Agency in the design, construction, construction engineering, inspection, and California Environmental Quality Act (CEQA) compliance (Public Resources Code section 21000 et seq.) of the PROJECT. Design work shall include components of the traffic signal and apparatus, signing and stripping plans and Southern California Edison service connection plans for Hunts Lane and Harwick Dr.
2. Provide design plans and recommendations, plans, specifications, estimates, and bid documents for the PROJECT to COLTON, for COLTON’s review and approval.
3. Construct the PROJECT by contract in accordance with the plans and specifications of SAN BERNARDINO, which have been reviewed and approved by SAN BERNARDINO, to the satisfaction of and subject to concurrence of COLTON.
4. Arrange for relocation of all utilities which interfere with construction of the PROJECT within the entire PROJECT limits, subject to paragraph 3.9 below.
5. Obtain a no-cost permit from COLTON for work performed within COLTON’S right-of-way.
6. Advertise, award, and administer the construction of the PROJECT, in accordance with the provisions of the California Public Contract Code applicable to cities and require contractors to comply with all applicable laws and regulations, including Labor Code sections 1720 et seq. and 1770 et seq. that concern the payment of prevailing wages. San Bernardino shall indemnify, defend (with counsel reasonably approved by COLTON, and hold harmless COLTON and its officers, employees, volunteers, and agents from any and all claims, actions, losses, damages, and/or liability arising out of SAN BERNARDINO’s obligations set forth in this paragraph.
7. SAN BERNARDINO shall require all contractors and vendors working on the PROJECT to have appropriate and adequate insurance coverage for the mutual protection and benefit of the Parties.
Except for Workers’ Compensation, Errors and Omissions and Professional Liability policies, SAN BERNARDINO shall require and ensure that all SAN BERNARDINO contractors/subcontractors for the PROJECT shall have insurance policies that contain endorsements naming COLTON and its officers, employees, agents and volunteers as additional insureds with respect to liabilities arising out of the performance of services hereunder. The additional insured endorsements shall not limit the scope of coverage for COLTON to vicarious liability but shall allow coverage for COLTON to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85.
8. Provide adequate inspection of all items of work performed under the construction contract(s) with SAN BERNARDINO’s contractors or subcontractors for the PROJECT and maintain adequate records of inspection and materials testing for review by COLTON. SAN BERNARDINO shall provide copies of any records of inspection and materials testing to COLTON within ten (10) days of SAN BERNARDINO’s receipt of written demand from COLTON for such records. This shall be included as a PROJECT cost.
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
9. Periodically submit to COLTON invoices for COLTON’s proportionate share of PROJECT costs.
Invoices shall include itemized accounting of actual Project costs incurred by SAN BERNARDINO and a detailed statement of COLTON’S proportionate share of those costs.
10. Upon PROJECT completion, calculate actual SAN BERNARDINO and COLTON PROJECT share percentages based on the final contract work and cost, which shall include any changes made within SAN BERNARDINO and/or COLTON as provided in this Agreement.
11. Pay its proportionate share of the actual PROJECT cost. The actual PROJECT cost shall include the cost of PROJECT preliminary engineering, design, survey, CEQA compliance, utility relocation work, construction, construction engineering, inspection, and SAN BERNARDINO overhead costs which will be based on PROJECT related staff hours billed at the fully burdened rate. SAN BERNARDINO’s proportionate share of the PROJECT cost is estimated to be $385,000. SAN BERNARDINO shall be responsible for the sum of $385,000, plus its share of any PROJECT cost increases pursuant to the terms of this Agreement. San Bernardino will track staff charges and will use fully burdened rate to estimate in-house charges for overhead cost.
12. Upon PROJECT completion and the capture of all PROJECT expenses, submit to COLTON an itemized accounting of actual PROJECT costs incurred by SAN BERNARDINO and, if said costs exceed the amount paid by COLTON pursuant to paragraph 9 and Section II paragraph 3, an invoice for the remainder of COLTON’s share of the actual PROJECT costs, up to the amount set forth in Section II paragraph 4 hereof, as provided herein. Said invoice shall set forth all actual PROJECT costs incurred by SAN BERNARDINO, together with adequate documentation of said expenditures and a copy of the overall SAN BERNARDINO/COLTON percentage share calculation spreadsheet.
If the actual PROJECT costs incurred by SAN BERNARDINO are less than the amount paid by COLTON pursuant to paragraphs 9 and Section II paragraph 3, then SAN BERNARDINO shall refund COLTON the difference within thirty (30) days after issuance of the itemized accounting.
SECTION II
COLTON AGREES TO:
1. Review and approve the plans and specifications of the PROJECT.
2. Provide a no-cost permit to SAN BERNARDINO for its work in COLTON’s right-of-way.
3. Within thirty (30) days after receipt of the invoice from SAN BERNARDINO pursuant to Section I paragraph 9 above, pay to SAN BERNARDINO the invoiced amount.
4. Reimburse SAN BERNARDINO for COLTON’S share of actual PROJECT costs upon completion of the PROJECT. Within thirty (30) days after receipt of the itemized accounting and invoice from SAN BERNARDINO pursuant to Section I paragraph 12 above, pay to SAN BERNARDINO the remainder of its share of the actual PROJECT costs based on the COLTON percentage calculated pursuant to Section I paragraph 10. The PROJECT costs shall include the cost of PROJECT design, CEQA compliance, utility relocation work, construction, construction engineering, inspection and SAN BERNARDINO overhead costs. COLTON share of PROJECT costs is currently estimated to be $385,000 and shall not exceed $423,500 (10% increase over the PROJECT cost estimate) absent a written amendment to this Agreement.
SECTION III
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
IT IS MUTUALLY AGREED:
1. After SAN BERNARDINO’s and COLTON’s acceptance of completed PROJECT, COLTON shall be responsible for performing any and all work (including, but not limited to, maintenance) for the PROJECT limits that are in COLTON’s incorporated area and SAN BERNARDINO shall be responsible for performing any and all work (including, but not limited to, maintenance) for the PROJECT limits that are in SAN BERNARDINO’s incorporated area.
2. Neither COLTON nor any officer or employee of COLTON shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of SAN BERNARDINO under or in connection with any work, authority or jurisdiction delegated to or determined to be the responsibility of SAN BERNARDINO under this Agreement. It is also understood and agreed that, pursuant to Government Code, Section 895.4, SAN BERNARDINO shall fully indemnify, defend and hold COLTON harmless from any liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of any acts or omissions on the part of SAN BERNARDINO under or in connection with any work, authority or jurisdiction delegated to or determined to be the responsibility of SAN BERNARDINO under this Agreement.
3. Neither SAN BERNARDINO nor any officer or employee of SAN BERNARDINO shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of COLTON under or in connection with any work, authority or jurisdiction delegated to or determined to be the responsibility of COLTON under this Agreement. It is also understood and agreed that, pursuant to Government Code, Section 895.4, COLTON shall fully indemnify, defend and hold SAN BERNARDINO harmless from any liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of any acts or omissions on the part of COLTON under or in connection with any work, authority or jurisdiction delegated to or determined to be the responsibility of COLTON under this Agreement.
4. COLTON and SAN BERNARDINO 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 liabilities arising out of COLTON and SAN BERNARDINO’s performance of the terms, conditions or obligations of this Agreement.
5. The Parties acknowledge that actual PROJECT costs may ultimately exceed current estimates of PROJECT costs. Any additional PROJECT costs resulting from increased bid prices, increased engineering costs, change orders, or arising from unforeseen site conditions, including utility relocation (but not from requested additional work by COLTON or SAN BERNARDINO, which is addressed in paragraph 8 below) over the estimated total of the PROJECT’s cost of $770,000 (which is the sum of $385,000 from COLTON and $385,000 from SAN BERNARDINO) shall be borne by each PARTY based upon where the work is required (i.e. whether the work is required in COLTON’s or SAN BERNARDINO’s jurisdiction) up to the amounts set forth in Section I paragraph 11 and Section II paragraph 4, respectively.
6. If either COLTON or SAN BERNARDINO 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 17 will be paid solely by the agency requesting the work.
7. 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
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
prior rights, the relocation of the utility will be included as a PROJECT cost for which COLTON and SAN BERNARDINO will be responsible for funding the work located within their respective boundaries.
8. As design progresses, if it is found by SAN BERNARDINO’s Director of Public Works, or the Director’s designee, that a cost overrun of 10% or more of the estimated total of the PROJECT costs will occur, SAN BERNARDINO shall provide COLTON notice of this fact and SAN BERNARDINO and COLTON shall endeavor to agree upon an alternative course of action, including amending the cost estimates. If, after thirty (30) days of SAN BERNARDINO’s notice, an alternative course of action is not mutually agreed upon in writing between COLTON and SAN BERNARDINO, this Agreement shall be deemed to be terminated by mutual consent.
9. SAN BERNARDINO shall notify COLTON 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 construct the PROJECT to avoid any detrimental reliance by either PARTY, contractor or potential contractor.
10. If after opening bids for the PROJECT, it is found that the responsive and responsible low bid amount is 110% of or less than the construction cost shown in Exhibit B, SAN BERNARDINO may award the contract.
11. If, upon opening of bids, it is found that the responsive and responsible low bid amount is greater than 110% of the construction cost shown in Exhibit B or an Amended Exhibit B pursuant to paragraph 10 of the Agreement, SAN BERNARDINO shall not award the contract unless: 1) SAN BERNARDINO receives written permission from COLTON’s City Engineer or designee, to proceed with the award; and 2) COLTON’s City Council approves the award of the construction contract. If the above described conditions are not met, COLTON and SAN BERNARDINO shall endeavor to agree upon an alternative course of action, including re-bidding of the PROJECT. If, after thirty (30) days of the bid opening, an alternative course of action is not mutually agreed upon in writing, this Agreement shall be deemed to be terminated by mutual consent.
12. In the event that change orders are required during the course of the PROJECT, said change orders must be in form and substance as set forth in “Exhibit B”, which is attached hereto and incorporated herein by this reference, and approved by both COLTON and SAN BERNARDINO. Contract Change Order forms will be delivered by email and must be returned within five (5) business days. COLTON shall not unreasonably withhold approval of change orders. If a COLTON disapproved or modified change order is later found to cause an additional cost to the PROJECT, then COLTON shall be responsible for any additional costs, awards, judgments or settlements associated with the disapproved or modified change order.
13. 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 SAN BERNARDINO awards a contract to construct the PROJECT. In the event of cancellation as provided herein, including termination pursuant to paragraphs 10, 11 and 13 above, all PROJECT expenses occurred prior to the effective date of cancellation/termination shall be paid by the Parties 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.
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
14. Except as provided in paragraph 15, 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 COLTON for its share of the PROJECT costs or refund by SAN BERNARDINO pursuant to Section I paragraph 12.
15. 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.
16. This Agreement shall be governed by the laws of the State of California. Any action or proceeding between SAN BERNARDINO and COLTON 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.
17. Time is of the essence for each and every provision of this Agreement.
18. 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 or against any PARTY. Any term referencing time, days or period for performance shall be deemed COLTON business days. 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.
19. 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 otherwise.
20. 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.
21. This Agreement may be signed in counterparts, each of which shall constitute an original.
22. This Agreement will be effective on the date signed by both PARTIES and shall conclude upon satisfaction of the terms identified in paragraph 16 or June 30, 2030 (whichever occurs first).
23. The Recitals are incorporated into the body of this Agreement.
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement on the date and year first- above written.
CITY OF COLTON CITY OF SAN BERNARDINO
By: By:
Frank J. Navarro, Mayor Bill Gallardo
Interim City Manager
ATTEST:
By: Isaac T. Suchil, City Clerk By: Telicia Lopez
Acting City Clerk
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
EXHIBIT A
PROJECT DESCRIPTION
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
EXHIBIT B
ESTIMATE OF PROJECT COSTS
FOR CITY OF COLTON/CITY OF SAN BERNARDINO
HUNTS LANE AND HARWICK ROAD
DESCRIPTION AMOUNT
CITY OF SAN
BERNARDINO
SHARE
CITY OF COLTON
SHARE
Construction $700,00 $350,000_ $350,000
All Other Costs such as
design, survey, CEQA
compliance, construction
engineering, inspection
and City overhead
$70,000 $35,000 $35,000
TOTAL $770,000 $385,000 $385,000
COOPERATIVE AGREEMENT
Hunts lane & Harwick Road
EXHIBIT C
CONTRACT CHANGE ORDER REVIEW/APPROVAL
:
CITY OF SAN BERNARDINO CONTRACT NO. ______
Proposed Contract Change Order No. has been reviewed in accordance with the existing agreements with the City of San Bernardino and City of COLTON for the above project and the following shall apply:
DATE OF CITY OF SAN BERNARDINO ACTION: ____/____/____
APPROVED for Implementation with 100% Participation by CITY OF COLTON APPROVED Subject to Comments/Revisions Accompanying This Document APPROVED With Limited Funding Participation by CITY OF COLTON 50% of Actual Cost to be Funded by CITY OF COLTON
CITY OF COLTON Participation Not to Exceed $ 423,500
DISAPPROVED -Not Acceptable to CITY OF COLTON
Note: Approval under any of the above conditions shall in no case be construed as agreement to increase the total financial participation beyond that prescribed in the existing CITY OF SAN BERNARDINO and CITY OF COLTON agreement without a separate amendment to said agreement. Net increases in costs deriving from this and previously approved Contract Change Orders shall not cause the total construction costs to exceed the sum of the authorized contract total and contingency amounts.
Comments, as follows and/or attached, are conditions of the above action? YES NO __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ SIGNED: _______________________________________________ TITLE: _________________________________________________ Distribution:
Signed Original Returned to Resident Engineer
Signed Original for CITY OF COLTON File