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HomeMy WebLinkAbout2015-286 1 RESOLUTION NO. 2015-286 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING COOPERATIVE AGREEMENT NO. 15- 3 1001132 WITH THE SAN BERNARDINO COUNTY TRANSPORTATION 4 COMMISSION FOR BIKE LANE AND ACCESSIBILITY IMPROVEMENTS IN THE VICINITY OF THE SAN BERNARDINO METROLINK STATION AND THE 5 MULTI-MODAL TRANSFER STATION AT "E" STREET AND RIALTO AVENUE. 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 7 CITY OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. The City Manager is hereby authorized and directed to execute, on 9 behalf of the City, Cooperative Agreement No. 15-1001132 with the San Bernardino County 10 Transportation Commission for Bike Lane and Accessibility Improvements at the San 11 Bernardino Metrolink Station and the Multi-Modal Transfer Station at "E" Street and Rialto 12 13 Avenue, attached and incorporated herein as Exhibit"A". 14 SECTION 2. The authorization to execute the above referenced Agreement is 15 rescinded if it is not executed within one-hundred-twenty (120) days of the passage of this 16 resolution. 17 /// 18 HI 19 in 20 /// 21 HI 22 HI 23 ui 24 1H 25 1H 26 HI 27 28 1 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING COOPERATIVE AGREEMENT NO. 15- 2 1001132 WITH THE SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION FOR BIKE LANE AND ACCESSIBILITY IMPROVEMENTS IN THE 3 VICINITY OF THE SAN BERNARDINO METROLINK STATION AND THE 4 MULTI-MODAL TRANSFER STATION AT "E" STREET AND RIALTO AVENUE. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 7 21"day of December, 2015, by the following vote,to wit: 8 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ x 11 BARRIOS x 12 VALDIVIA x 13 SHORETT X 14 NICKEL x 15 16 JOHNSON x 17 MULVIHILL x 18 ,..._ _... 19 Georgearf. Hanna, C , City Clerk 20 IV's The foregoing resolution is hereby approved this a 'day of Dece er, 2015. 21 22 23 R. CAREY D VIS, Mayor City of San ernardino 24 Approved as to form: 25 GARY D. SAENZ, City Attorney 26 By: 27 28 2 2015-286 EXHIBIT "A" COOPERATIVE AGREEMENT NO. 15-1001132 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION AND THE CITY OF SAN BERNARDINO FOR PLANNING AND ENVIRONMENTAL; PLANS, SPECIFICATIONS AND ESTIMATE (PS&E); INO METRO(LINK)STA AND ACCESSIBILITY SAN BERNARDINO IMPROVEMENT PROJECT I. PARTIES AND TERM A. THIS COOPERATIVE AGREEMENT ("Agreement") is made and entered into by and between the San Bernardino County Transportation Commission (hereinafter referred to as "COMMISSION") and the City of San Bernardino (CITY), (COMMISSION and CITY may be referred to herein as a"Party" and collectively"Parties"). B. THIS AGREEMENT shall terminate upon completion of COMMISSION's management of the planning, environmental, PS&E, ROW and construction phases, or December 31, 2020, whichever is earlier in time, except that the indemnification provisions shall remain in effect until terminated or modified, in writing, by mutual agreement. Should any claims arising out of this Agreement be asserted against one of the Parties, the Parties agree to extend the fixed termination date of this Agreement, until such time as the claims are settled, dismissed or paid. IL RECITALS A. WHEREAS, COMMISSION proposes to construct Phase I, in the near future, and Phase I1, at a later date, location specific improvements to various facilities within several cities within San Bernardino County; and B. WHEREAS, proposed Phases I and II improvements in the City of San Bernardino are depicted in Attachments B.1 and B.2, and are defined as the "PROJECT"; and C. WHEREAS, the Parties wish to enter into this Agreement to delineate roles, responsibilities, and funding commitments relative to the Project Management, Planning, Environmental, PS&E, ROW and Construction activities of the PROJECT; and D. WHEREAS, the CITY has requested COMMISSION to complete the implementation of the PROJECT, including project management, engineering design, construction, procurement and management of contractors, and coordination with other cities and agencies; and E. WHEREAS,the CITY is the PROJECT owner, and this AGREEMENT does not transfer ownership nor does it transfer any legal responsibilities associated with ownership, 2015-286 EXHIBIT "A" operation and maintenance of the existing and future improvements from the PROJECT Owner; and F. WHEREAS,the COMMISSION is the California Environmental Quality Act(CEQA) Lead Agency for the PROJECT and The State of California, Department of Transportation(Caltrans) is the National Environmental Policy Act (NEPA) Lead Agency for the PROJECT. NOW, THEREFORE,the Parties agree to the following: III. COMMISSION RESPONSIBILITIES: COMMISSION agrees: A. To be the lead agency for Project Management, Planning, Environmental, PS&E, ROW, and Construction work and to diligently undertake and complete, the Planning, Environmental, ROW, PS&E, and Construction work on PROJECT, including the selection and retention of consultants and contractors. Performance of services under these consultant and/or contractor contracts shall be subject to the technical direction of the COMMISSION's Director of Project Delivery, or his designee, with input and consultation from CITY. B. To contribute towards the Planning, Environmental, PS&E, ROW, and Construction phases of the PROJECT, an estimated $4,928,729 for Phase I. Phase II costs and funds have not yet been determined, but SANBAG and CITY project funding is anticipated to be consistent with Attachment A. The actual cost of a specific phase may ultimately vary and cause the total project cost to change from the estimate provided in Attachment A. However, the total project cost, exclusive of the CITY provided services specified in Part IV of this AGREEMENT, is to be borne solely by the COMMISSION. C. To execute appropriate agreements with other cities and agencies to facilitate and coordinate the completion of the PROJECT. D. To certify the California Environmental Quality Act Notice of Exemption(CEQA NOE) and coordinate with Caltrans to certify the National Environmental Policy Act Categorical Exclusion(NEPA CE). E. To designate a Project Manager to represent COMMISSION through whom all communications between the Parties shall be channeled. F. To provide CITY with a proposed project schedule to complete the PROJECT. G. To include CITY in Project Development Team (PDT) meetings and related communications on PROJECT progress as well as to provide CITY with copies of PDT meeting minutes and action items. H. To perform the design and construction in accordance with State and Federal standards and practices. 1. To include CITY in design decisions that could impact CITY's general plans and esthetic considerations. 2015-286 EXHIBIT "A" J. To make all PROJECT work performed by COMMISSION available for review and comment by CITY, and COMMISSION and CITY shall review all comments received by the PROJECT and mutually agree to which comments shall be incorporated into the PROJECT. K. To apply for encroachment permits authorizing entry of COMMISSION and its consultants and contractors onto CITY right of way to perform investigative activities, including surveying and geotechnical borings, and construction activities required by the PROJECT. L. To obtain, all necessary PROJECT permits, agreements and/or approvals from appropriate agencies. All mitigation, monitoring, and/or remedial action required by said permits and/or agreements shall constitute part of the PROJECT cost. M. To identify the utilities within the PROJECT area and coordinate with the utility companies to determine their location, and if necessary their relocation. N. To provide written notice to CITY upon COMMISSION's determination that the Project is substantially completed in accordance with the plans and specifications. For the purposes of this Agreement, "substantially completed" shall mean that the PROJECT can be reasonably used for its intended purposes, notwithstanding that certain nonmaterial work remains to be completed, it being understood that COMMISSION shall promptly pursue the completion of such nonmaterial work. O. Upon completion of construction of PROJECT, COMMISSION shall deliver to CITY a complete set of redline "as-built"plans of the PROJECT. IV. CITY RESPONSIBILITIES: CITY agrees: A. To designate a responsible staff member that will be CITY's representative in attending the PDT meetings, receiving day-to-day communication and reviewing the PROJECT documents. B. To distribute PROJECT submittals for review and comment to CITY departments that are responsible for streets, sewers, water, drainage,traffic, land development, and planning. C. To review and comment, at no cost to the PROJECT, on all PROJECT work performed by COMMISSION. CITY shall transmit all review comments to COMMISSION within 20 working days after the submittal is received by CITY. If comments are not provided by the 20th working day, COMMISSION will deem the submittals approved by CITY and shall notify CITY of its intention to move forward with PROJECT execution. CITY agrees the submittals may be in the form of plans, specifications, estimates, reports, studies, environmental documents or other PROJECT-related submittals requiring CITY review and comment. COMMISSION and CITY shall review all comments received regarding the PROJECT and mutually agree to which comments shall be incorporated into the PROJECT. 2015-286 EXHIBIT "A" D. To provide encroachment permits authorizing entry of COMMISSION and its consultants and contractors onto CITY right of way to perform investigative activities, including surveying and geotechnical borings, and construction activities required by the PROJECT at no cost to the PROJECT. E. To provide all City permits and waive City fees required to construct the PROJECT. COMMISSION/contractor(s) shall obtain and pay the fees for all other non-City permits required for the construction of the PROJECT. F. To prepare CITY staff reports for city council consideration and COMMISSION agrees to provide supporting documentation for the staff reports. G. CITY agrees to exempt COMMISSION from plan check fees for submittal reviews. H. CITY agrees it will issue zero fee encroachment,traffic control, and street cut permits or other permits required by the CITY to perform investigative activities required by the PROJECT. I. CITY agrees to provide at no cost to the PROJECT existing improvement plans, and standard plans and specifications. J. CITY agrees to provide COMMISSION copies of the franchise/utility agreements for the utilities in the PROJECT area for the purposes of determining prior rights and estimating utility relocation costs. K. CITY agrees it will invoke its franchise/utility agreements and have its prior rights imposed on utilities if it is determined utilities are in conflict with the PROJECT and require relocation. CITY will formally inform the utilities of CITY's prior rights and request the relocation of utilities pursuant to the franchise/utility agreements. L. To accept in writing the PROJECT within thirty(30) days of receipt of written notice from COMMISSION that the PROJECT is substantially completed as described by Paragraph"N" in Section III, which acceptance shall not be unreasonably withheld or delayed. Withholding or delaying acceptance because of nonmaterial work remaining to be completing shall be deemed unreasonable. V. MUTUAL RESPONSIBILITIES: A. The scope of the PROJECT is depicted in Attachments 13.1 and B.2 "Conceptual Layout". The scope of Phase I improvements is an"estimate" of improvements and is subject to change. To adhere to available funding limits for Phase I, as shown in Attachment A, certain improvements in Phase I may be deferred to Phase II. B. CITY agrees COMMISSION is completing project management, environmental, PS&E, ROW, construction management, procurement and oversight of a construction contractor to complete the PROJECT. COMMISSION will complete these tasks using COMMISSION staff or contracted services. C. Neither CITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COMMISSION under or in connection with any work, authority or jurisdiction delegated to COMMISSION under this AGREEMENT. It is understood and 2015-286 EXHIBIT "A" agreed that, pursuant to Government Code Section 895.4, COMMISSION shall fully defend, indemnify and save harmless CITY its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COMMISSION under or in connection with any work, authority or jurisdiction delegated to COMMISSION under this AGREEMENT. D. Neither COMMISSION nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. It is understood and agreed that,pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless COMMISSION its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. E. This Agreement shall continue in full force and effect through completion and closeout of the PROJECT or on December 31, 2020, whichever is earlier in time. Should any claims arising out of PROJECT be asserted against one of the PARTIES,the PARTIES agree to extend the fixed termination date of this Agreement, until such time as the claims are settled, dismissed or paid. F. CITY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers' Compensation and warrants that through its program of self-insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT. G. COMMISSION is a public entity with Professional Liability, General Liability and Automobile Liability policies of$10,000,000 each and Workers' Compensation insurance coverage in the statutory limits, to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT. H. All PARTIES hereto warrant that they are duly authorized to execute this AGREEMENT on behalf of said PARTIES and that, by so executing this AGREEMENT, the PARTIES hereto are formally bound to this AGREEMENT. I. Except on subjects preempted by Federal law,this AGREEMENT shall be governed and construed in accordance with the laws of the State of California. All PARTIES agree to follow all local, state, county and federal laws and ordinances with respect to performance under this AGREEMENT. J. The PARTIES agree that each PARTY and any authorized representative, designated in writing to the PARTIES, and upon reasonable notice, shall have the right during normal business hours to examine all PARTIES' financial books and records with respect to this AGREEMENT. The PARTIES agree to retain their books and records for a period of 2015-286 EXHIBIT "A" five (5) years from the later of: (a) the date on which this AGREEMENT terminates; or (b)the date on which such book or record was created. K. If any clause or provision of this AGREEMENT is illegal, invalid or unenforceable under applicable present or future laws, then it is the intention of the PARTIES that the remainder of this AGREEMENT shall not be affected but shall remain in full force and effect. L. This AGREEMENT can be amended with a written amendment when agreed upon and duly authorized and executed by both PARTIES. M. In the event of litigation arising from this AGREEMENT, each PARTY to this AGREEMENT shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s) fees relative to paragraphs C and D of this Section. N. This AGREEMENT may be signed in counterparts, each of which shall constitute an original. O. Any notice required or authorized to be given hereunder or any other communications between the PARTIES provided for under the terms of this AGREEMENT shall be in writing, unless otherwise provided for herein, and shall be served personally or by reputable courier or by facsimile addressed to the relevant party at the address/fax number stated below. P. Notice given under or regarding this AGREEMENT shall be deemed given(a) upon actual delivery, if delivery is personally made; or(b) upon delivery into the United States Mail if delivery is by postage paid certified mail (return receipt requested), fax or private courier including overnight delivery services. Notice shall be sent to the respective Party at the address indicated below or to any other address as a Party may designate from time to time by a notice given in accordance with this paragraph. a. If to CITY: City of San Bernardino 300 North"D" Street, 3`d Floor San Bernardino, CA 92418 Attention: Public Works Director b. If to SANBAG: San Bernardino Associated Governments 1170 West 3`d Street, 2nd Floor San Bernardino, CA 92410 Attention: Garry Cohoe Director of Project Delivery Q. The Recitals stated above are true and correct and are incorporated by this reference into the AGREEMENT. R. Attachments A, B.1 and B.2 are attached to and incorporated into this AGREEMENT. 2015-286 EXHIBIT "A" SIGNATURE PAGE TO COOPERATIVE AGREEMENT NO. 15-1001132 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION AND CITY OF SAN BERNARDINO SAN BERNARDINO COUNTY CITY OF SAN BERNARDINO TRANSPORTATION COMMISSION By: By: Raymond W. Wolfe Allen Parker Executive Director City Manager Date: Date: APPROVED AS TO FORM AND APPROVED AS TO FORM: PROCEDURE: Gary D. Saenz, City Attorney By: B . Eileen Monaghan Teichert General Counsel 2015-286 EXHIBIT "A" ATTACHMENT A PROJECT FUNDING TABLE Fund Amount Active Transportation Program(ATP)— $4,678,729 Federal Grant Funds $250,000 Measure TDA Article 3 Funds City Incurred Costs City Phase I Funding Table represents entire ATP Project Funding—Phase I for all stations. Phase II -to be determined 2015-286 EXHIBIT "A" ATTACHMENT B.1 CONCEPTUAL LAYOUT 2015-286 EXHIBIT "A" W6 7 MCC!! g 4[ E:Pz Z cz Z5 �n I,I, ,I W I 4 amp z Wt oz 0 �QZ zi LL .41 4W xx le q 5L 1plv.m. �A 4, 41 0 UA 0- ggg Ou NJ Z Z Z dr Z If w Co i g, 2015-286 EXHIBIT "A" ATTACHMENT B.2 CONCEPTUAL LAYOUT _ ...... _ oD Off$ z �^ c W44 2;r, Lu �}LL Y LLI a i � a r t k < f 1"33wls.zl. lk k .vh %.y lk § t. A IRE e a t } a >- w € ` . Z to cc UJ th' _ IT s " S mCi � t of ZZ c hc� a _;, z as,a. Q ELI co __._ _ 2015-286 EXHIBIT "A" COOPERATIVE AGREEMENT NO. 15-1001132 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION AND THE CITY OF SAN BERNARDINO FOR PLANNING AND ENVIRONMENTAL; PLANS, SPECIFICATIONS AND ESTIMATE (PS&E); RIGHT OF WAY (ROW); AND CONSTRUCTION PHASES OF THE SAN BERNARDINO METROLINK STATION ACCESSIBILITY IMPROVEMENT PROJECT I. PARTIES AND TERM A. THIS COOPERATIVE AGREEMENT ("Agreement") is made and entered into by and between the San Bernardino County Transportation Commission (hereinafter referred to as "COMMISSION") and the City of San Bernardino (CITY), (COMMISSION and CITY may be referred to herein as a"Party" and collectively "Parties"). B. THIS AGREEMENT shall terminate upon completion of COMMISSION's management of the planning, environmental, PS&E, ROW and construction phases, or December 31, 2020, whichever is earlier in time, except that the indemnification provisions shall remain in effect until terminated or modified, in writing, by mutual agreement. Should any claims arising out of this Agreement be asserted against one of the Parties, the Parties agree to extend the fixed termination date of this Agreement, until such time as the claims are settled, dismissed or paid. II. RECITALS A. WHEREAS, COMMISSION proposes to construct Phase I, in the near future, and Phase II, at a later date, location specific improvements to various facilities within several cities within San Bernardino County; and B. WHEREAS, proposed Phases I and II improvements in the City of San Bernardino are depicted in Attachments B.1 and B.2, and are defined as the "PROJECT"; and C. WHEREAS,the Parties wish to enter into this Agreement to delineate roles, responsibilities, and funding commitments relative to the Project Management, Planning, Environmental, PS&E, ROW and Construction activities of the PROJECT; and D. WHEREAS, the CITY has requested COMMISSION to complete the implementation of the PROJECT, including project management, engineering design, construction, procurement and management of contractors, and coordination with other cities and agencies; and E. WHEREAS, the CITY is the PROJECT owner, and this AGREEMENT does not transfer ownership nor does it transfer any legal responsibilities associated with ownership, 2015-286 EXHIBIT "A" operation and maintenance of the existing and future improvements from the PROJECT Owner; and F. WHEREAS, the COMMISSION is the California Environmental Quality Act(CEQA) Lead Agency for the PROJECT and The State of California, Department of Transportation(Caltrans) is the National Environmental Policy Act (NEPA) Lead Agency for the PROJECT. NOW, THEREFORE, the Parties agree to the following: III. COMMISSION RESPONSIBILITIES: COMMISSION agrees: A. To be the lead agency for Project Management, Planning, Environmental, PS&E, ROW, and Construction work and to diligently undertake and complete, the Planning, Environmental, ROW, PS&E, and Construction work on PROJECT, including the selection and retention of consultants and contractors. Performance of services under these consultant and/or contractor contracts shall be subject to the technical direction of the COMMISSION's Director of Project Delivery, or his designee, with input and consultation from CITY. B. To contribute towards the Planning, Environmental, PS&E, ROW, and Construction phases of the PROJECT, an estimated $4,928,729 for Phase 1. Phase II costs and funds have not yet been determined, but SANBAG and CITY project funding is anticipated to be consistent with Attachment A. The actual cost of a specific phase may ultimately vary and cause the total project cost to change from the estimate provided in Attachment A. However, the total project cost, exclusive of the CITY provided services specified in Part IV of this AGREEMENT, is to be borne solely by the COMMISSION. C. To execute appropriate agreements with other cities and agencies to facilitate and coordinate the completion of the PROJECT. D. To certify the California Environmental Quality Act Notice of Exemption (CEQA NOE) and coordinate with Caltrans to certify the National Environmental Policy Act Categorical Exclusion(NEPA CE). E. To designate a Project Manager to represent COMMISSION through whom all communications between the Parties shall be channeled. F. To provide CITY with a proposed project schedule to complete the PROJECT. G. To include CITY in Project Development Team (PDT) meetings and related communications on PROJECT progress as well as to provide CITY with copies of PDT meeting minutes and action items. H. To perform the design and construction in accordance with State and Federal standards and practices. 1. To include CITY in design decisions that could impact CITY's general plans and esthetic considerations. 2015-286 EXHIBIT "A" J. To make all PROJECT work performed by COMMISSION available for review and comment by CITY, and COMMISSION and CITY shall review all comments received by the PROJECT and mutually agree to which comments shall be incorporated into the PROJECT. K. To apply for encroachment permits authorizing entry of COMMISSION and its consultants and contractors onto CITY right of way to perform investigative activities, including surveying and geotechnical borings, and construction activities required by the PROJECT. L. To obtain, all necessary PROJECT permits, agreements and/or approvals from appropriate agencies. All mitigation, monitoring, and/or remedial action required by said permits and/or agreements shall constitute part of the PROJECT cost. M. To identify the utilities within the PROJECT area and coordinate with the utility companies to determine their location, and if necessary their relocation. N. To provide written notice to CITY upon COMMISSION's determination that the Project is substantially completed in accordance with the plans and specifications. For the purposes of this Agreement, "substantially completed" shall mean that the PROJECT can be reasonably used for its intended purposes, notwithstanding that certain nonmaterial work remains to be completed, it being understood that COMMISSION shall promptly pursue the completion of such nonmaterial work. O. Upon completion of construction of PROJECT, COMMISSION shall deliver to CITY a complete set of redline "as-built" plans of the PROJECT. IV. CITY RESPONSIBILITIES: CITY agrees: A. To designate a responsible staff member that will be CITY's representative in attending the PDT meetings, receiving day-to-day communication and reviewing the PROJECT documents. B. To distribute PROJECT submittals for review and comment to CITY departments that are responsible for streets, sewers, water, drainage, traffic, land development, and planning. C. To review and comment, at no cost to the PROJECT, on all PROJECT work performed by COMMISSION. CITY shall transmit all review comments to COMMISSION within 20 working days after the submittal is received by CITY. If comments are not provided by the 20th working day, COMMISSION will deem the submittals approved by CITY and shall notify CITY of its intention to move forward with PROJECT execution. CITY agrees the submittals may be in the form of plans, specifications, estimates, reports, studies, environmental documents or other PROJECT-related submittals requiring CITY review and comment. COMMISSION and CITY shall review all comments received regarding the PROJECT and mutually agree to which comments shall be incorporated into the PROJECT. 2015-286 EXHIBIT "A" D. To provide encroachment permits authorizing entry of COMMISSION and its consultants and contractors onto CITY right of way to perform investigative activities, including surveying and geotechnical borings, and construction activities required by the PROJECT at no cost to the PROJECT. E. To provide all City permits and waive City fees required to construct the PROJECT. COMMISSION/contractor(s) shall obtain and pay the fees for all other non-City permits required for the construction of the PROJECT. F. To prepare CITY staff reports for city council consideration and COMMISSION agrees to provide supporting documentation for the staff reports. G. CITY agrees to exempt COMMISSION from plan check fees for submittal reviews. H. CITY agrees it will issue zero fee encroachment, traffic control, and street cut permits or other permits required by the CITY to perform investigative activities required by the PROJECT. I. CITY agrees to provide at no cost to the PROJECT existing improvement plans, and standard plans and specifications. J. CITY agrees to provide COMMISSION copies of the franchise/utility agreements for the utilities in the PROJECT area for the purposes of determining prior rights and estimating utility relocation costs. K. CITY agrees it will invoke its franchise/utility agreements and have its prior rights imposed on utilities if it is determined utilities are in conflict with the PROJECT and require relocation. CITY will formally inform the utilities of CITY's prior rights and request the relocation of utilities pursuant to the franchise/utility agreements. L. To accept in writing the PROJECT within thirty (30) days of receipt of written notice from COMMISSION that the PROJECT is substantially completed as described by Paragraph"N" in Section III, which acceptance shall not be unreasonably withheld or delayed. Withholding or delaying acceptance because of nonmaterial work remaining to be completing shall be deemed unreasonable. V. MUTUAL RESPONSIBILITIES: A. The scope of the PROJECT is depicted in Attachments B.1 and B.2 "Conceptual Layout". The scope of Phase I improvements is an"estimate" of improvements and is subject to change. To adhere to available funding limits for Phase I, as shown in Attachment A, certain improvements in Phase I may be deferred to Phase II. B. CITY agrees COMMISSION is completing project management, environmental, PS&E, ROW, construction management, procurement and oversight of a construction contractor to complete the PROJECT. COMMISSION will complete these tasks using COMMISSION staff or contracted services. C. Neither CITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COMMISSION under or in connection with any work, authority or jurisdiction delegated to COMMISSION under this AGREEMENT. It is understood and 2015-286 EXHIBIT "A" agreed that, pursuant to Government Code Section 895.4, COMMISSION shall fully defend, indemnify and save harmless CITY its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COMMISSION under or in connection with any work, authority or jurisdiction delegated to COMMISSION under this AGREEMENT. D. Neither COMMISSION nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. It is understood and agreed that,pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless COMMISSION its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. E. This Agreement shall continue in full force and effect through completion and closeout of the PROJECT or on December 31, 2020, whichever is earlier in time. Should any claims arising out of PROJECT be asserted against one of the PARTIES, the PARTIES agree to extend the fixed termination date of this Agreement, until such time as the claims are settled, dismissed or paid. F. CITY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers' Compensation and warrants that through its program of self-insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT. G. COMMISSION is a public entity with Professional Liability, General Liability and Automobile Liability policies of$10,000,000 each and Workers' Compensation insurance coverage in the statutory limits, to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT. H. All PARTIES hereto warrant that they are duly authorized to execute this AGREEMENT on behalf of said PARTIES and that, by so executing this AGREEMENT, the PARTIES hereto are formally bound to this AGREEMENT. 1. Except on subjects preempted by Federal law, this AGREEMENT shall be governed and construed in accordance with the laws of the State of California. All PARTIES agree to follow all local, state, county and federal laws and ordinances with respect to performance under this AGREEMENT. J. The PARTIES agree that each PARTY and any authorized representative, designated in writing to the PARTIES, and upon reasonable notice, shall have the right during normal business hours to examine all PARTIES' financial books and records with respect to this AGREEMENT. The PARTIES agree to retain their books and records for a period of 2015-286 EXHIBIT "A" five (5) years from the later of: (a) the date on which this AGREEMENT terminates; or (b) the date on which such book or record was created. K. If any clause or provision of this AGREEMENT is illegal, invalid or unenforceable under applicable present or future laws, then it is the intention of the PARTIES that the remainder of this AGREEMENT shall not be affected but shall remain in full force and effect. L. This AGREEMENT can be amended with a written amendment when agreed upon and duly authorized and executed by both PARTIES. M. In the event of litigation arising from this AGREEMENT, each PARTY to this AGREEMENT shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s) fees relative to paragraphs C and D of this Section. N. This AGREEMENT may be signed in counterparts, each of which shall constitute an original. O. Any notice required or authorized to be given hereunder or any other communications between the PARTIES provided for under the terms of this AGREEMENT shall be in writing, unless otherwise provided for herein, and shall be served personally or by reputable courier or by facsimile addressed to the relevant party at the address/fax number stated below. P. Notice given under or regarding this AGREEMENT shall be deemed given(a)upon actual delivery, if delivery is personally made; or (b) upon delivery into the United States Mail if delivery is by postage paid certified mail (return receipt requested), fax or private courier including overnight delivery services. Notice shall be sent to the respective Party at the address indicated below or to any other address as a Party may designate from time to time by a notice given in accordance with this paragraph. a. If to CITY: City of San Bernardino 300 North"D" Street, 3`d Floor San Bernardino, CA 92418 Attention: Public Works Director b. If to SANBAG: San Bernardino Associated Governments 1170 West 3`d Street, 2nd Floor San Bernardino, CA 92410 Attention: Garry Cohoe Director of Project Delivery Q. The Recitals stated above are true and correct and are incorporated by this reference into the AGREEMENT. R. Attachments A, B.1 and 13.2 are attached to and incorporated into this AGREEMENT. 2015-286 EXHIBIT "A" SIGNATURE PAGE TO COOPERATIVE AGREEMENT NO. 15-1001132 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION AND CITY OF SAN BERNARDINO SAN BERNARDINO COUNTY CITY OF SAN BERNARDINO TRANSPORTATION COMMISSION J By: By: �. Raymond Wolfe vAllen P rker Executive Director City Manager Date: Date: 5' APPROVED AS TO FORM AND APPROVED AS TO FORM: PROCEDURE: Gary D. Saenz, City Attorney B . Eileen Monaghan Teichert General Counsel 2015-286 EXHIBIT "A" ATTACHMENT A PROJECT FUNDING TABLE Fund Amount Active Transportation Program (ATP)— $4,678,729 Federal Grant Funds Measure TDA Article 3 Funds $250,000 City City Incurred Costs Phase I Funding Table represents entire ATP Project Funding—Phase I for all stations. Phase II -to be determined 2015-286 EXHIBIT "A" ATTACHMENT B.1 CONCEPTUAL LAYOUT 2015-286 EXHIBIT "A" a psi WW W 4�E1s {{ t s ,z o ❑,f9.f It VOW V tit rt a , 3a1s:�1. * INK" d. IL TY Z,, I Eli ,. :1 ju ¢ I a 4 �' Z 40 xdZ E x w � ut t ^m u 2015-286 EXHIBIT "A" ATTACHMENT B.2 CONCEPTUAL LAYOUT L1.1 W cc � E Z ua ffT lu I— -0- C r. Y 41 z wLu iwk r r 46 + 3�- W t3 M " 131 i too K o v fL Ey i 1L � w i } u x ul v w` ulZ � � e o o 44 x � ,