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HomeMy WebLinkAbout2011-261 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2011-261 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN OMNITRANS AND THE CITY OF SAN BERNARDINO AND ACCEPT $336,000 OF FUNDING TO BE APPLIED TO THE NUNEZ PARKlRUBEN CAMPOS CENTER RENOVATION CAPITAL IMPROVEMENT PROJECT (PR04-38). BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. That the City Manager is hereby authorized to execute on behalf of said City the Memorandum of Understanding with Omnitrans a copy of which is attached hereto, marked as Attachment" I" and incorporated herein by reference as fully as though set forth at length; and Section 2. That the authorization to execute the above referenced Memorandum of Understanding is rescinded if the parties to the agreement fail to execute it within ninety (90) days of the passage of this resolution. Section 3. That the term of the Memorandum of Understanding with Omnitrans shall be from the date of execution by both parties until project completion, including submission of all required reports, unless earlier terminated herein by either party; Section 4. That the Director of Finance is hereby authorized to amend the Fiscal Year 2011-2012 CIP Park Construction Fund and incorporate the agreement amount set forth in the Memorandum of Understanding between the City of San Bernardino and Omnitrans for CIP project PR04-38. III III III 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 RESOLUTION NO. 2011-261 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN OMNITRANS AND THE CITY OF SAN BERNARDINO AND ACCEPT $336,000 OF FUNDING TO BE APPLIED TO THE NUNEZ PARKJRUBEN CAMPOS CENTER RENOVATION CAPITAL IMPROVEMENT PROJECT (PR04-38). I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a j oint regular meeting, 9 thereof, held on the 6th day of SeDtember ,201 L by the following vote to wit: COUNCIL MEMBERS AYES MARQUEZ X JENKINS X BRINKER X X SHORETT KELLEY X JOHNSON X MCCAMMACK NAYS ABSTAIN ABSENT X ~~.6 Ua~_ Rache G. Clark, City Clerk- The foregoing resolution is hereby approved this E'- day of SeDtember ,20] 1. -=eJ'" . ~is, Mayor City of San Bernardino Approved as to Form: ~AovV<' '}. f~ FF'. Penman, City Attorney 2011-261 ATTACHMENT 1 RUBEN CAMPOS RARK PROJECT FUNDING, DESIGN, CONSTRUCTION, MAINTENANCE AND OPERATING AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 300 NORTH "0" STREET, 6th FLOOR SAN BERNARDINO, CALIFORNIA 92418 AND OMNITRANS 1700 WEST FIFTH STREET SAN BERNARDINO, CALIFORNIA 92411-2499 This AGREEMENT, entered into on is between the CITY OF SAN BERNARDINO a body politic and a municipal corporation of the State of Cali fomi a, referred to herein as CITY and OMNITRANS, a joint powers public transit agency, referred to herein as OMNITRANS. RECITALS 1. OMNITRANS and CITY mutually desire to cooperate and partIcIpate in the development and construction improvements to Ruben Campos Park, referred to herein as "PROJECT" and located in the City of SAN BERNARDINO at 1717 West Fifth Street. (Exhibit - A) 2. This AGREEMENT supersedes any prior oral or written agreement in relation to this PROJECT. 3. OMNITRANS and CITY desire to specify herein the terms and conditions under which the PROJECT shall be funded, designed, constructed, maintained, and operated. Page 1 of15 2011-261 ATTACHMENT I 4. CITY will select an experienced architectural and/or engineering firm(s) or team of firms herein referred to as CONSULTANT(s), to aid the CITY and OMNITRANS in the planning and, if approved, the design process of the project. 5. CITY will award a construction contract, upon joint approval of the design, to an experienced contractor or group of contractors herein referred to as CONTRACTOR once the design process has been completed and the respective agencies elect to go forward with the project at that time. Payment Upon Termination All eligible and approved costs incurred during each phase of the project, including consulting, contracting, printing, copying, advertising, noticing and project administration as required to complete said phase shall be reimbursed through the State funding identified. In addition, should some unforeseen circumstance beyond the control of the parties occur, such as a loss in funding for the project at the State level during any phase of the project, then either party may give written notice of its intent to terminate the project and all eligible costs to date will be reimbursed through the State funds identified for the proj ect. In the event of such termination OMNITRANS shall authorize payment to the CONSULTANT and CITY for project administration as full payment for all services performed which have been previously approved and actually incurred by CONSULTANT/CITY at the time of termination, which amount shall not exceed the reasonable value of the work completed according to the schedule established pursuant to Section I. In ascertaining the services actually rendered hereunder up to the date of termination of this Agreement, consideration shall be given to both completed work and work in process of completion. SECTION I OMNITRANS AGREES: 1. To provide an amount not to exceed $336,000. Funding sources shall be limited to a $336,000 from California Department of Transportation from Proposition IB and the Highway Safety, Traffic Reduction, Air Quality and Port Security Bond Act of 2006 (referred to collectively herein as "State Funds") 2. To fully fund the work performed by the CONSULTANT during the architectural and engineering phases of the PROJECT, including the preparation of construction documents utilizing State aid. 3. To attend pertinent meetings set forth by the CONSULTANT and/or CITY regarding the development process of PROJECT. Page 2 of 15 2011-261 ATTACHMENT I 4. OMNITRANS shall defend with counsel reasonably approved by CITY, indemnify and hold CITY, its officials, officers, employees and agents free and harmless from any and all liability from loss, damage, or injury to property or persons, including wrongful death, in any manner arising out of or incident to any breach of contract, negligent acts, omissions or willful misconduct of OMNITRANS arising out of or in connection with OMNITRANS' performance of this Agreement and/or the PROJECT. 5. Facilitate the reimbursement of the eligible planning and conceptual engineering costs utilizing the California Department of Transportation (DOT) funds approved for this PROJECT. SECTION II CITY AGREES: 1. To cooperate and partIcIpate fully in the selection of an experienced architectural/engineering firm or team of firms herein collectively referred to as CONSULTANT, which will aid the CITY and OMNITRANS in the planning and design process of the PROJECT. The CITY shall select the CONSULTANT. Once the CONSULTANT is selected, CITY shall be responsible to negotiate and administer the contract with the CONSULTANT. The contract with the CONSULTANT shall provide for the CONSULTANT's responsibility for organizing and coordinating meetings with the CITY and OMNITRANS, for developing design features, necessary elements, and amenities for the PROJECT and for creating preliminary and final construction budget estimates for the PROJECT. 2. To pay up-front costs of the work performed by the CONSULTANT during the planning and conceptual engineering phase of the PROJECT, including the preparation of construction documents until such time as reimbursement requests are expediently processed. 3. To provide the land for the development and construction of PROJECT, keep the land free and clear from any encumbrances, to perform all necessary investigations and complete and obtain all necessary permits for the use of the identified land for this PROJECT, and to apply the value of the land as the local match by OMNITRANS for its portion of state funding. CITY warrants that it has available to it all funds and other assets necessary to comply fully with the terms of this Agreement. 4. To attend pertinent meetings set forth by the CONSULTANT and/or OMNITRANS regarding the development of PROJECT. 5. To provide $880,000 in local funds for the conceptual design, planning, final design and construction of PROJECT. Page 3 of 15 2011-261 ATTACHMENT 1 6. To provide all applicable permits required by CITY, the State of California and other entities at no cost to OMNITRANS as a part of the CITY's local match. 7. To claim full ownership of PROJECT. 8. To maintain and upkeep all portions of the completed PROJECT. 9. To construct, maintain, and operate future traffic control and street safety lighting, to include the aforementioned be installed on adjacent streets affecting traffic standards due to PROJECT at CITY's sole expense. 10. To provide conceptual and final design administration, construction management and the related administrative support required during the bid and construction phase of the PROJECT. 11. To provide bid guarantee, contract performance, payment bonds, and any other bonding requirements to the extent deemed adequate by Federal, State, and Local jurisdictions. For the purpose of this Agreement, City agrees to require that CONTRACTORS provide performance and payment bonds at a level of 100% of the contract price. 12. Comply with all provlSlons of the receipt of State Funds, including DOT's procurement and construction guidelines related to PROJECT. In addition to and notwithstanding any other of CITY's obligations under this Agreement, CITY agrees that it will be responsible for any damages and expenses, including fines imposed by the DOT and any attorneys fees which OMNITRANS suffers by virtue of the CITY's breach of any term of this Agreement. 13. To submit, on a quarterly basis, reports that document the status of PROJECT'S implementation progress, including task completion status, budget status, and adherence to PROJECT milestones. (Exhibits - B, C and D) Omnitrans shall retain 10% of the State Funds authorized by this Agreement until project completion. The first report shall be submitted to OMNITRANS within three (3) months of the execution date of this Agreement. a. To submit requests for reimbursement or disbursement of State Funds In conformity with the following procedures: 1). For each reimbursement or disbursement requested, the City shall provide a written invoice to OMNITRANS specifying the amount requested to be disbursed, the purpose for which the disbursement is required and such additional supporting documentation and background information as OMNITRANS may reasonably require. Page 4 of 15 2011-261 ATTACHMENT I 2). Each invoice requesting a distribution shall be accompanied by a written certification of the CITY's City Administrator or his designee that such disbursement as requested by the CITY will not constitute any violation of the terms of the grant, or of any applicable federal, state or local law or regulation and that the CITY will use the funds disbursed for the purpose indicated in its ITIVOlce. 3). Within five (5) working days of the receipt of an invoice and accompanying certification, OMNITRANS shall notify the CITY as to what, if any, additional supporting documentation and background information will be required. CITY shall make all required documentation available to OMNITRANS within five (5) working days, unless stipulated otherwise in writing by OMNITRANS. 4). The first week of the following month after invoice submittal to OMNITRANS pursuant to Section II.l3.A.(l) above, OMNITRANS shall: (i) disburse (including through electronic transfer of funds, if so requested and if CITY provides the necessary information) so much of the requested funds which it reasonably believes it can disburse without violating the terms of either the grant or of applicable federal, state, or local law or regulation; and (ii) notify the CITY as to why it reasonably believes that it is unable to disburse some or all of the requested funds without violating the terms of either the grant or of applicable federal, state, or local law or regulation pursuant to Section 11.13 .A.( 6) herein. 5). To the extent that the DOT advises Omnitrans that any disbursement of grant funds would constitute a violation of the terms of either the grant or of applicable federal, state or local law or regulation, Omnitrans shall have no obligation to disburse such funds. If Omnitrans has any question as to whether any disbursement will be in violation of any provision of either the grant or of applicable federal, state or local law or regulation, notwithstanding the City's certification, it shall be entitled to receive at the City's expense, a legal opinion from competent counsel of its choice to resolve any such question. 6). Omnitrans shall have no liability to the City for any refusal to disburse funds so long as Omnitrans has a good faith and reasonable belief that such disbursement would constitute a violation of the terms of the grant or of applicable federal, state or local law or regulation. Page 5 of 15 2011-261 ATTACHMENT 1 14. Once the parties agree upon a CONSULTANT, CITY shall perform the work required to complete the PROJECT under this Agreement. CITY shall be responsible for all duties relative to the construction phase of this PROJECT, including complying with all bidding and contract administration requirements relative to construction of a public works project, with all due diligence and in a skillful and competent manner. CITY shall be responsible to OMNITRANS for any errors or omissions in its execution of this Agreement. CITY represents and warrants to OMNITRANS that it and/or its CONTRACTORS has or will have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work required to complete the PROJECT. CITY further represents and warrants that it and/or its contractors shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 15. CITY shall keep and maintain all books, papers, records, accounting records including but not limited to all direct and indirect costs allocated to the PROJECT, files, accounts, reports, cost proposals with backup data, and all other material relating to the PROJECT. CITY shall, upon request, make all such materials available to OMNITRANS or its designee at any reasonable time during the term of the Agreement and for three (3) years from the date of final payment to CITY, for auditing, inspection, and copying. Any contract, entered into as a result of this Agreement, shall contain all of the provisions of this paragraph. 16. CITY shall defend with counsel reasonably approved by OMNITRANS, indemnifY and hold OMNITRANS, its officials, officers, employees and agents free and harmless from any and all liability from loss, damage, or injury to property or persons, including wrongful death, in any manner arising out of or incident to any breach of contract, negligent acts, omissions or willful misconduct of CITY arising out of or in connection with CITY's performance of this Agreement and/or the PROJECT. 17. CITY shall require and ensure that its subcontractors will obtain and maintain insurance of the types and in the amounts described below and satisfactory to OMNITRANS. A. Commercial General Liability Insurance. CITY's CONSULTANT shall maintain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. Such insurance shall: (1) Name CITY, OMNITRANS and their officials, officers, employees, agents, and consultants, as insureds with respect to performance of this Agreement and/or the PROJECT. Such insured status shall contain no special limitations on the scope of its protection to the above-listed insureds. Page 6 of 15 2011-261 ATTACHMENT I (2) Together, with the City of SAN BERNARDINO, be primary with respect to any insurance or self-insurance programs covering OMNITRANS, its officials, officers, employees, agents, and consultants. (3) Contain standard separation of insured's provisions. B. Business Automobile Liabilitv Insurance. CITY's CONSULTANTS shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. C. Public and Propertv Damage Liability Insurance. CITY's CONTRACTORS shall maintain public and property damage liability insurance policy of not less than $1,000,000 combined single limits liability coverage for bodily injury and/or property damage. D. Workers' Compensation Insurance. CITY's CONSULTANT shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 per accident. E. Errors and Omissions. CITY's CONSULTANT shall maintain errors and omissions insurance with a $1,000,000 combined single limit bodily and property damage liability per occurrence and $3,000,000 aggregate or, F. Professional Liability. $1,000,000 per occurrence. G. Certificates/Insurer Rating/Cancellation Notice. (I) CITY shall require, prior to commencement of the Project, that CONSULTANT furnish properly executed certificates of insurance, and certified copies of endorsements, and policies, which shall clearly evidence all insurance required in this Section. CITY shall require that the contract with CITY's consultant include thirty (30) days prior written notification to both CITY and OMNITRANS of pending insurance cancellation, expiration, or material reduction. (2) CITY's CONSULTANT shall maintain such insurance from the time the Agreement commences until the PROJECT is completed, except as may be otherwise required by this Section. (3) CITY's CONSULTANT shall place insurance with insurers having an A.M. Best Company rating of no less than A:VIII and licensed to do business in California. Page 7 of 15 2011-261 ATTACHMENT I (4) CITY's CONSULTANT shall replace certificates, policies and endorsements for any insurance expiring prior to completion of the PROJECT. 18. In the event that the parties agree to go forward with Phase V of the PROJECT, CITY agrees to contribute a minimum of 50 % of the costs for this Phase that are not paid for by the funds described in Section 1.1. 19. The CITY shall agree to comply with 49 U.S.C. S 5323(j) and FT A regulations, "Buy America Requirements," 49 C.F.R. Part 661, and any amendments thereto. 20. The CITY shall comply with all conditions and obligations of the California Department of Transportation grant for the PROJECT, to the extent it is within CITY's authority to do so. SECTION III IT IS MUTUALLY AGREED: I. The term of this Agreement shall be from the date of execution by both parties until PROJECT completion, including submission of all required reports, unless earlier terminated herein by either party. 2. The cost of any and all maintenance referred to throughout this Agreement shall include all direct and indirect costs (functional and administrative overhead assessment) attributable to such work, applied in accordance with the State of California's standard accounting procedures. 3. Any termination of operation or maintenance to the PROJECT will reqUIre DOT approval prior to termination. The initiating party, for whom which decided to terminate service, will notify both DOT and second party in writing, the reasons thereof and will be responsible for any penalties imposed by DOT. a. Upon termination of operation or maintenance to the PROJECT, both parties shall identify a mutually preferred site for transit operations, if applicable. After the useful life, if relocation is necessary, both parties will notify DOT and request disposition instructions and identify a mutually preferred location. Page 8 of 15 2011-261 ATTACHMENT 1 4. CITY acknowledges that failure to comply with any material provIsIOns of this Agreement (such failure to comply is hereinafter called a "Default"), including failure to adhere to specified PROJECT milestones of Exhibit "B" Milestones and Reporting, may, in the sole but reasonable discretion of OMNITRANS, result in revocation of funding for the PROJECT by OMNITRANS. In the event OMNITRANS's Director of Planning determines that CITY has committed a Default by failing to comply with a material provision of this Agreement, OMNITRANS will notify CITY in writing of the Default. CITY shall have thirty (30) days (unless a shorter time is reasonably determined by OMNITRANS's Director of Planning to be required under the circumstances) from the date of OMNITRANS' letter of notification of Default to cure the Default. In the event CITY fails to cure the Default or dispute the Default under the provisions of Section III, item II within the time allowed or if the CITY's dispute is not resolved in the CITY's favor, OMNITRANS' Director of Planning may revoke the funding for the PROJECT and terminate this Agreement by written notice to the CITY. If the Default is a failure to adhere to one or more specified milestones of Exhibit "B", Milestones and Reports, the CITY may request an amendment to this Agreement which specifies a revised schedule for attaining the milestone(s). The request for amendment to the Agreement must provide complete justification for the proposed schedule revision. If such an amendment is approved by the OMNITRANS Board of Directors, such amendment shall cure the Default. Any state funds which may become available as a result of revocation of such funding and termination of this Agreement due to CITY's failure to timely cure a Default, may not be utilized by the CITY in any manner, but will be returned to or remain with OMNITRANS to be used in its sole discretion. 5. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 6. Upon completion of all work under this Agreement, ownership and title to materials, equipment, structures, and appurtenances, which are installed within CITY's property, shall automatically be vested in the CITY. 7. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not party to this Agreement or affect the legal liability of any party to the Agreement by imposing any standard of care with respect to the maintenance of facilities different from the standard of care imposed by law. Page 9 of 15 ATTACHMENT 1 2011-261 8. All notices and correspondence are to be sent to the following addresses: OMNITRANS Artn: Milo Victoria CEO/General Manager 1700 W. Fifth Street San Bernardino, CA 92411-2499 Page 10 of 15 City of SAN BERNARDINO Artn: Charles E. McNeeley City Manager 300 N. "D" Street, 6th Floor San Bernardino, CA 92418 2011-261 ATTACHMENT 1 9. This Contract shall be binding on the successors and assigns of the parties, but may not be assigned by CITY without approval from OMNITRANS. 10. Prohibited Interests. CITY OF SAN BERNARDINO: A. Solicitation. CITY maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for CITY, to solicit or secure this Agreement. Further, CITY warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CITY, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, OMNITRANS shall have the right to rescind this Agreement without liability. B. Conflict of Interest. For the term of this Contract, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. CITY covenants that at present time it has no interest, and will not have any interest, direct or indirect, which would conflict in any manner with the performance of the Agreement or the PROJECT required hereunder. OMNITRANS: A. Solicitation. OMNITRANS maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for OMNITRANS, to solicit or secure this Agreement. Further, OMNITRANS warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for OMNITRANS, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. B. Conflict of Interest. For the term of this Contract, no member, officer or employee of OMNITRANS, during the term of his or her service with OMNITRANS, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. OMNITRANS covenants that at present it has no interest, and will not have any interest, direct or indirect, which would conflict in any manner with the performance of the Agreement or the PROJECT required hereunder. Page 11 ofl5 2011-261 ATTACHMENT I II. If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorney's fees. This paragraph shall not apply to those costs and attorney's fees directly arising from any third party legal action against a party hereto and payable under Section I, Paragraph 5 or Section II, Paragraph 16, Indemnification. 12. In the event any dispute arises between the parties hereto under or in connection with this Agreement, the dispute shall be decided by the Director of Planning of OMNITRANS or his duly authorized representative within thirty (30) calendar days after notice thereof in writing which notice shall include a detailed statement of the grounds of the dispute and why the dispute should be resolved in OMNITRANS' favor. If CITY does not agree with the decision, then CITY shall have thirty (30) calendar days after receipt of the decision in which to file a written appeal thereto with the CEO/General Manager ofOMNITRANS. If the CEO/General Manager fails to resolve the dispute in a manner acceptable to CITY, then such appeal shall be decided by a court of competent jurisdiction. During resolution of the dispute, CITY shall proceed with the performance of this Agreement to the extent practicable. 13. Whenever review, consent, or approval of either party must be given or where it can be withheld, that party must not unreasonably review or unreasonably withhold such consent or approval. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and there are no other representations, promises, warranties, covenants or undertakings with respect thereto. In witness thereof, the parties have caused this Agreement to be executed by their respective officers. OMNITRANS CITY OF SAN BERNARDINO By: By Milo Victoria CEO/General Manager Charles E. McNeely City Manager Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Carol Greene Omnitrans Legal Counsel City Attorney Page 12 of 15 2011-261 ATIACHMENTI Exhibit - A. Conceptual Plans for the Ruben Compos Park Project 1717 West Fifth Street, San Bernardino, California 92411 '.,~;o~:::;..~': ..~~ 5111 STREET ...~... . II ~~l -- . :;.~il ~/(j?;~;'" .r :l .:f' ... <<'/..~ . '~: " . ,. \. ...1 . "~~.')".'~;-. '4:.~{t ~ ~ . 1[; .. ::~ - . ~_.' ,.II'" l'-~' ,'t =I- . .. ",-:;::r" Jf . _, ~ ..",....:~.:.., .... ~.~~0IIf:,. :..... .:. "~I ! ;;.' .,-~;~..:..::. . . . ',: i['j' '" "i: ,'::' . . +-.---+t. -+-1-.. 1", !, . I . . . , . . . , ' .. , <:~~. :;j.'. ::::J~~. jJ:: ::r ..... I' ....--,..."-:~..:_.:-..: f. ,., / .. . . ';' i'~' ;. -_. ",' -r.'. ~-. './.1 ill .~.~/j:{ ..:~~..~ ",",/ . ",'1" ~ .~ )!-. :...;.:~ _r'I..,'.'" rt~; ,.,.':;' .~ 1"~8 ',' ~ i"o'__ i',', ~-.: t;r~"- ,'~~. c o .- - - .- > m a. Ul o c a.~ E ii: Um ~ ~ c .5 al E .a= :s 2! D:~ j, . I lillj" ~- ----~-ffi-' ---~-- =~--~-] II' _ __ , , . , ".. . . ~i'1 ; 'i',i. it..- .-'........ ',~ :.?" ',t L-.----;.,~.....,;;:;,o,-~ I ~ -., , -., ';' I:': '~ Page 13 of 15 2011-261 A IT ACHMENT 1 Exhibit - B. Project Milestones & Schedule Completion Date Preparation of conceptual site plan and related preliminary engineering 9/19/11 studies (hydrology, traffic, etc). Review period by OMNITRANS/CITY (simultaneous review by both 9/19/11-9/20/11 agencies each review to take no more than two (2) weeks, after that, deemed approved by that agency). Agencies to select "preferred design and site" collectively. 9/20/11 Final design consultant to be selected jointly. N/A Final design completed. 9/20/11 Review period by OMNITRANS/CITY (simultaneous review by both N/A agencies each review to take no more than two (2) weeks, after that, deemed approved by that agency). Final design complete. N/A A ward Construction Contract 10/17/11 Start Construction. 11/1/11 Complete Construction 3/3011 I To be developed by the City along with the final construction plan, budget and construction milestones. Page 14 of 15 2011-261 ATTACHMENT I Exhibit - C. Estimated Project Construction Budget To be developed during Phase One. Page 15 of 15 2011-261 RUBEN CAMPOS RARK PROJECT FUNDING, DESIGN, CONSTRUCTION, MAINTENANCE AND OPERATING AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 300 NORTH "D" STREET 6th FLOOR , SAN BERNARDINO, CALIFORNIA 92418 AND OMNITRANS 1700 WEST FIFTH STREET SAN BERNARDINO, CALIFORNIA 92411-2499 This AGREEMENT, entered into on Sept 6, 2011 is between the CITY OF SAN BERNARDINO a body politic and a municipal corporation of the State of California, referred to herein as CITY and OMNITRANS, ajoint powers public transit agency, referred to herein as OMNITRANS. RECITALS 1. OMNITRANS and CITY mutually desire to cooperate and partIcIpate in the development and construction improvements to Ruben Campos Park, referred to herein as "PROJECT" and located in the City of SAN BERNARDINO at 1717 West Fifth Street. (Exhibit - A) 2. This AGREEMENT supersedes any prior oral or written agreement in relation to this PROJECT. 3. OMNITRANS and CITY desire to specify herein the terms and conditions under which the PROJECT shall be funded, designed, constructed, maintained, and operated. Page 1 of 15 2011-261 4. CITY will select an experienced architectural and/or engineering firm(s) or team of firms herein referred to as CONSULTANT(s), to aid the CITY and OMNITRANS in the planning and, if approved, the design process of the project. 5. CITY will award a construction contract, upon joint approval of the design, to an experienced contractor or group of contractors herein referred to as CONTRACTOR once the design process has been completed and the respective agencies elect to go forward with the project at that time. Payment Upon Termination All eligible and approved costs incurred during each phase of the project, including consulting, contracting, printing, copying, advertising, noticing and project administration as required to complete said phase shall be reimbursed through the State funding identified. In addition, should some unforeseen circumstance beyond the control of the parties occur, such as a loss in funding for the project at the State level during any phase of the project, then either party may give written notice of its intent to terminate the project and all eligible costs to date will be reimbursed through the State funds identified for the project. In the event of such termination OMNITRANS shall authorize payment to the CONSULTANT and CITY for project administration as full payment for all services performed which have been previously approved and actually incurred by CONSULTANT/CITY at the time of termination, which amount shall not exceed the reasonable value of the work completed according to the schedule established pursuant to Section I. In ascertaining the services actually rendered hereunder up to the date of termination of this Agreement, consideration shall be given to both completed work and work in process of completion. SECTION I OMNITRANS AGREES: 1. To provide an amount not to exceed $336,000. Funding sources shall be limited to a $336,000 from California Department of Transportation from Proposition IB and the Highway Safety, Traffic Reduction, Air Quality and Port Security Bond Act of 2006 (referred to collectively herein as "State Funds") 2. To fully fund the work performed by the CONSULTANT during the architectural and engineering phases of the PROJECT, including the preparation of construction documents utilizing State aid. 3. To attend pertinent meetings set forth by the CONSULTANT and/or CITY regarding the development process of PROJECT. Page 2 of 15 2011-261 4. OMNITRANS shall defend with counsel reasonably approved by CITY, indemnify and hold CITY, its officials, officers, employees and agents free and harmless from any and all liability from loss, damage, or injury to property or persons, including wrongful death, in any manner arising out of or incident to any breach of contract, negligent acts, omissions or willful misconduct of OMNITRANS arising out of or in connection with OMNITRANS' performance of this Agreement and/or the PROJECT. 5. Facilitate the reimbursement of the eligible planning and conceptual engineering costs utilizing the California Department of Transportation (DOT) funds approved for this PROJECT. SECTION II CITY AGREES: 1. To cooperate and partIcIpate fully in the selection of an experienced architectural/engineering firm or team of firms herein collectively referred to as CONSUL T ANT, which will aid the CITY and OMNITRANS in the planning and design process of the PROJECT. The CITY shall select the CONSULTANT. Once the CONSUL T ANT is selected, CITY shall be responsible to negotiate and administer the contract with the CONSULTANT. The contract with the CONSULTANT shall provide for the CONSULTANT's responsibility for organizing and coordinating meetings with the CITY and OMNITRANS, for developing design features, necessary elements, and amenities for the PROJECT and for creating preliminary and final construction budget estimates for the PROJECT. 2. To pay up-front costs of the work performed by the CONSULTANT during the planning and conceptual engineering phase of the PROJECT, including the preparation of construction documents until such time as reimbursement requests are expediently processed. 3. To provide the land for the development and construction of PROJECT, keep the land free and clear from any encumbrances, to perform all necessary investigations and complete and obtain all necessary permits for the use of the identified land for this PROJECT, and to apply the value of the land as the local match by OMNITRANS for its portion of state funding. CITY warrants that it has available to it all funds and other assets necessary to comply fully with the terms of this Agreement. 4. To attend pertinent meetings set forth by the CONSULTANT and/or OMNITRANS regarding the development of PROJECT. 5. To provide $880,000 in local funds for the conceptual design, planning, final design and construction of PROJECT. Page 3 of 15 2011-261 6. To provide all applicable permits required by CITY, the State of California and other entities at no cost to OMNITRANS as a part of the CITY's local match. 7. To claim full ownership of PROJECT. 8. To maintain and upkeep all portions of the completed PROJECT. 9. To construct, maintain, and operate future traffic control and street safety lighting, to include the aforementioned be installed on adjacent streets affecting traffic standards due to PROJECT at CITY's sole expense. 10. To provide conceptual and final design administration, construction management and the related administrative support required during the bid and construction phase of the PROJECT. 11. To provide bid guarantee, contract performance, payment bonds, and any other bonding requirements to the extent deemed adequate by Federal, State, and Local jurisdictions. For the purpose of this Agreement, City agrees to require that CONTRACTORS provide performance and payment bonds at a level of 100% of the contract price. 12. Comply with all provIsIOns of the receipt of State Funds, including DOT's procurement and construction guidelines related to PROJECT. In addition to and notwithstanding any other of CITY's obligations under this Agreement, CITY agrees that it will be responsible for any damages and expenses, including fines imposed by the DOT and any attorneys fees which OMNITRANS suffers by virtue of the CITY's breach of any term of this Agreement. 13. To submit, on a quarterly basis, reports that document the status of PROJECT'S implementation progress, including task completion status, budget status, and adherence to PROJECT milestones. (Exhibits - B, C and D) Omnitrans shall retain 10% of the State Funds authorized by this Agreement until project completion. The first report shall be submitted to OMNITRANS within three (3) months of the execution date of this Agreement. a. To submit requests for reimbursement or disbursement of State Funds III conformity with the following procedures: 1). For each reimbursement or disbursement requested, the City shall provide a written invoice to OMNITRANS specifying the amount requested to be disbursed, the purpose for which the disbursement is required and such additional supporting documentation and background information as OMNITRANS may reasonably require. Page 4 of 15 2011-261 2). Each invoice requesting a distribution shall be accompanied by a written certification of the CITY's City Administrator or his designee that such disbursement as requested by the CITY will not constitute any violation of the terms of the grant, or of any applicable federal, state or local law or regulation and that the CITY will use the funds disbursed for the purpose indicated in its lllVOlce. 3). Within five (5) working days of the receipt of an invoice and accompanying certification, OMNITRANS shall notify the CITY as to what, if any, additional supporting documentation and background information will be required. CITY shall make all required documentation available to OMNITRANS within five (5) working days, unless stipulated otherwise in writing by OMNITRANS. 4). The first week of the following month after invoice submittal to OMNITRANS pursuant to Section II.l3.A.(1) above, OMNITRANS shall: (i) disburse (including through electronic transfer of funds, if so requested and if CITY provides the necessary information) so much of the requested funds which it reasonably believes it can disburse without violating the terms of either the grant or of applicable federal, state, or local law or regulation; and (ii) notify the CITY as to why it reasonably believes that it is unable to disburse some or all of the requested funds without violating the terms of either the grant or of applicable federal, state, or local law or regulation pursuant to Section II.13.A.(6) herein. 5). To the extent that the DOT advises Omnitrans that any disbursement of grant funds would constitute a violation of the terms of either the grant or of applicable federal, state or local law or regulation, Omnitrans shall have no obligation to disburse such funds. If Omnitrans has any question as to whether any disbursement will be in violation of any provision of either the grant or of applicable federal, state or local law or regulation, notwithstanding the City's certification, it shall be entitled to receive at the City's expense, a legal opinion from competent counsel of its choice to resolve any such question. 6). Omnitrans shall have no liability to the City for any refusal to disburse funds so long as Omnitrans has a good faith and reasonable belief that such disbursement would constitute a violation of the terms of the grant or of applicable federal, state or local law or regulation. Page 5 of 15 2011-261 14. Once the parties agree upon a CONSULTANT, CITY shall perform the work required to complete the PROJECT under this Agreement. CITY shall be responsible for all duties relative to the construction phase of this PROJECT, including complying with all bidding and contract administration requirements relative to construction of a public works project, with all due diligence and in a skillful and competent manner. CITY shall be responsible to OMNITRANS for any errors or omissions in its execution of this Agreement. CITY represents and warrants to OMNITRANS that it and/or its CONTRACTORS has or will have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work required to complete the PROJECT. CITY further represents and warrants that it and/or its contractors shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 15. CITY shall keep and maintain all books, papers, records, accounting records including but not limited to all direct and indirect costs allocated to the PROJECT, files, accounts, reports, cost proposals with backup data, and all other material relating to the PROJECT. CITY shall, upon request, make all such materials available to OMNITRANS or its designee at any reasonable time during the term of the Agreement and for three (3) years from the date of final payment to CITY, for auditing, inspection, and copying. Any contract, entered into as a result of this Agreement, shall contain all of the provisions of this paragraph. 16. CITY shall defend with counsel reasonably approved by OMNITRANS, indemnify and hold OMNITRANS, its officials, officers, employees and agents free and harmless from any and all liability from loss, damage, or injury to property or persons, including wrongful death, in any manner arising out of or incident to any breach of contract, negligent acts, omissions or willful misconduct of CITY arising out of or in connection with CITY's performance of this Agreement and/or the PROJECT. 17. CITY shall require and ensure that its subcontractors will obtain and maintain insurance of the types and in the amounts described below and satisfactory to OMNITRANS. A. Commercial General Liability Insurance. CITY's CONSULTANT shall maintain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. Such insurance shall: (1) Name CITY, OMNITRANS and their officials, officers, employees, agents, and consultants, as insureds with respect to performance of this Agreement and/or the PROJECT. Such insured status shall contain no special limitations on the scope of its protection to the above-listed insureds. Page 6 of 15 2011-261 (2) Together, with the City of SAN BERNARDINO, be primary with respect to any insurance or self-insurance programs covering OMNITRANS, its officials, officers, employees, agents, and consultants. (3) Contain standard separation of insured's provisions. B. Business Automobile Liability Insurance. CITY's CONSULTANTS shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. C. Public and Property Damage Liability Insurance. CITY's CONTRACTORS shall maintain public and property damage liability insurance policy of not less than $1,000,000 combined single limits liability coverage for bodily injury and/or property damage. D. Workers' Compensation Insurance. CITY's CONSULTANT shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 per accident. E. Errors and Omissions. CITY's CONSUL T ANT shall maintain errors and omissions insurance with a $1,000,000 combined single limit bodily and property damage liability per occurrence and $3,000,000 aggregate or, F. Professional Liability. $1,000,000 per occurrence. G. Certificates/Insurer Rating/Cancellation Notice. (l) CITY shall require, prior to commencement of the Project, that CONSUL T ANT furnish properly executed certificates of insurance, and certified copies of endorsements, and policies, which shall clearly evidence all insurance required in this Section. CITY shall require that the contract with CITY's consultant include thirty (30) days prior written notification to both CITY and OMNITRANS of pending insurance cancellation, expiration, or material reduction. (2) CITY's CONSULTANT shall maintain such insurance from the time the Agreement commences until the PROJECT is completed, except as may be otherwise required by this Section. (3) CITY's CONSULTANT shall place insurance with insurers having an A.M. Best Company rating of no less than A: VIII and licensed to do business in California. Page 7 of 15 2011-261 (4) CITY's CONSULTANT shall replace certificates, policies and endorsements for any insurance expiring prior to completion of the PROJECT. 18. In the event that the parties agree to go forward with Phase V of the PROJECT, CITY agrees to contribute a minimum of 50 % of the costs for this Phase that are not paid for by the funds described in Section 1.1. 19. The CITY shall agree to comply with 49 U.S.C. S 5323(j) and FTA regulations, "Buy America Requirements," 49 C.F.R. Part 661, and any amendments thereto. 20. The CITY shall comply with all conditions and obligations of the California Department of Transportation grant for the PROJECT, to the extent it is within CITY's authority to do so. SECTION III IT IS MUTUALLY AGREED: 1. The term of this Agreement shall be from the date of execution by both parties until PROJECT completion, including submission of all required reports, unless earlier terminated herein by either party. 2. The cost of any and all maintenance referred to throughout this Agreement shall include all direct and indirect costs (functional and administrative overhead assessment) attributable to such work, applied in accordance with the State of California's standard accounting procedures. 3. Any termination of operation or maintenance to the PROJECT will reqUIre DOT approval prior to termination. The initiating party, for whom which decided to terminate service, will notify both DOT and second party in writing, the reasons thereof and will be responsible for any penalties imposed by DOT. a. Upon termination of operation or maintenance to the PROJECT, both parties shall identify a mutually preferred site for transit operations, if applicable. After the useful life, if relocation is necessary, both parties will notify DOT and request disposition instructions and identify a mutually preferred location. Page 8 of 15 2011-261 4. CITY acknowledges that failure to comply with any material provlSlons of this Agreement (such failure to comply is hereinafter called a "Default"), including failure to adhere to specified PROJECT milestones of Exhibit "B" Milestones and Reporting, may, in the sole but reasonable discretion of OMNITRANS, result in revocation of funding for the PROJECT by OMNITRANS. In the event OMNITRANS's Director of Planning determines that CITY has committed a Default by failing to comply with a material provision of this Agreement, OMNITRANS will notify CITY in writing of the Default. CITY shall have thirty (30) days (unless a shorter time is reasonably determined by OMNITRANS's Director of Planning to be required under the circumstances) from the date of OMNITRANS' letter of notification of Default to cure the Default. In the event CITY fails to cure the Default or dispute the Default under the provisions of Section III, item 11 within the time allowed or if the CITY's dispute is not resolved in the CITY's favor, OMNITRANS' Director of Planning may revoke the funding for the PROJECT and terminate this Agreement by written notice to the CITY. If the Default is a failure to adhere to one or more specified milestones of Exhibit "B", Milestones and Reports, the CITY may request an amendment to this Agreement which specifies a revised schedule for attaining the milestone(s). The request for amendment to the Agreement must provide complete justification for the proposed schedule revision. If such an amendment is approved by the OMNITRANS Board of Directors, such amendment shall cure the Default. Any state funds which may become available as a result of revocation of such funding and termination of this Agreement due to CITY's failure to timely cure a Default, may not be utilized by the CITY in any manner, but will be returned to or remain with OMNITRANS to be used in its sole discretion. 5. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 6. Upon completion of all work under this Agreement, ownership and title to materials, equipment, structures, and appurtenances, which are installed within CITY's property, shall automatically be vested in the CITY. 7. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not party to this Agreement or affect the legal liability of any party to the Agreement by imposing any standard of care with respect to the maintenance of facilities different from the standard of care imposed by law.g Page 9 of 15 2011-261 8. All notices and correspondence are to be sent to the following addresses: OMNITRANS Attn: Milo Victoria CEO/General Manager 1700 W. Fifth Street San Bernardino, CA 92411-2499 Page 10 of 15 City of SAN BERNARDINO Attn: Charles E. McNeeley City Manager 300 N. "D" Street, 6th Floor San Bernardino, CA 92418 2011-261 9. This Contract shall be binding on the successors and assigns of the parties, but may not be assigned by CITY without approval from OMNITRANS. 10. Prohibited Interests. CITY OF SAN BERNARDINO: A. Solicitation. CITY maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for CITY, to solicit or secure this Agreement. Further, CITY warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CITY, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, OMNITRANS shall have the right to rescind this Agreement without liability. B. Conflict of Interest. For the term of this Contract, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. CITY covenants that at present time it has no interest, and will not have any interest, direct or indirect, which would conflict in any manner with the performance of the Agreement or the PROJECT required hereunder. OMNITRANS: A. Solicitation. OMNITRANS maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for OMNITRANS, to solicit or secure this Agreement. Further, OMNITRANS warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for o MNITRAN S, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. B. Conflict of Interest. For the term of this Contract, no member, officer or employee of OMNITRANS, during the term of his or her service with OMNITRANS, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. OMNITRANS covenants that at present it has no interest, and will not have any interest, direct or indirect, which would conflict in any manner with the performance of the Agreement or the PROJECT required hereunder. Page 11 of 15 2011-261 11. If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorney's fees. This paragraph shall not apply to those costs and attorney's fees directly arising from any third party legal action against a party hereto and payable under Section I, Paragraph 5 or Section II, Paragraph 16, Indemnification. 12. In the event any dispute arises between the parties hereto under or in connection with this Agreement, the dispute shall be decided by the Director of Planning of OMNITRANS or his duly authorized representative within thirty (30) calendar days after notice thereof in writing which notice shall include a detailed statement of the grounds of the dispute and why the dispute should be resolved in OMNITRANS' favor. If CITY does not agree with the decision, then CITY shall have thirty (30) calendar days after receipt of the decision in which to file a written appeal thereto with the CEO/General Manager of OMNITRANS. If the CEO/General Manager fails to resolve the dispute in a manner acceptable to CITY, then such appeal shall be decided by a court of competent jurisdiction. During resolution of the dispute, CITY shall proceed with the performance of this Agreement to the extent practicable. 13. Whenever review, consent, or approval of either party must be given or where it can be withheld, that party must not unreasonably review or unreasonably withhold such consent or approval. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and there are no other representations, promises, warranties, covenants or undertakings with respect thereto. In witness thereof, the parties have caused this Agreement to be executed by their respective officers. OMNITRANS By Milo Victoria CEO/General Manager Date: /t'?/Q'/// ; / Date: C",_ \,,\_ \ \ APPROVW AS TO FORM: By ~~7~ Omnitrans Legal Counsel APPROVED AS TO FORM: c ~ ~____ City Attorney Page 12 of 15 2011-261 Exhibit - A. Conceptual Plans for the Ruben Compos Park Project 1717 West Fifth Street, San Bernardino, California 92411 .lf~ ;~:"'~"'''''::4''''''''''''''.'''':. 'l';l . .If" _ '.' ' I ' " .>r: . . ~'~i 5th STREET ': ~,'~":;'~''l' ~ ~ .. , [ : ~-...- 1-~' ,:r .1 '. . ,'I :0' I J : ~ , , : j , , .'. I . "" ., ?"l. :.__ ~.~._ l..,. ;.~.... . '. .-~.. c o .- - - 'S: to A- U) o c c.~ E a:: to ~ U ~ c .5 G) E .&2= ::s ~ ~a. f ..., .,;;'.. J>~:, . i I I "'- Page 13 of 15 2011-261 Exhibit - B. Project Milestones & Schedule Completion Date Preparation of conceptual site plan and related preliminary engmeenng 9/19/11 studies (hydrology, traffic, etc). Review period by OMNITRANS/CITY (simultaneous review by both 9/19/11-9120/11 agencies each review to take no more than two (2) weeks, after that, deemed approved by that agency). Agencies to select "preferred design and site" collectively. 9/20/11 Final design consultant to be selected jointly. N/A Final design completed. 9/20/11 Review period by OMNITRANS/CITY (simultaneous review by both N/A agencies each review to take no more than two (2) weeks, after that, deemed approved by that agency). Final design complete. N/A A ward Construction Contract 10/17/11 Start Construction. 11/1/11 Complete Construction 3/30/11 To be developed by the City along with the final construction plan, budget and construction milestones. Page 14 of 15 2011-261 Exhibit - C. Estimated Project Construction Budget To be developed during Phase One. Page 15of15