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RESOLUTION NO. 2018-217
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING A COOPERATIVE AGREEMENT WITH
THE COUNTY OF SAN BERNARDINO FOR REHABILITATION OF STERLING
AVENUE AND BASE LINE STREET
BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager or designee is hereby authorized and directed to execute
on behalf of the City a Cooperative Agreement with the County of San Bernardino for
Rehabilitation of Sterling Avenue and Base Line Street attached hereto as Exhibit A and made a
part hereof.
SECTION 2. The authorization to execute the above -referenced Agreement is rescinded
if it is not executed by all parties and returned to the office of the City Clerk within ninety (90)
days of the passage of this Resolution.
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING A COOPERATIVE AGREEMENT WITH
THE COUNTY OF SAN BERNARDINO FOR REHABILITATION OF STERLING
AVENUE AND BASE LINE STREET
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the 1St day
of August 2018, by the following vote, to wit:
Council Members:
AYES
MARQUEZ
BARRIOS
VALDIVIA
XC^)
SHORETT
NICKEL
RICHARD k
MULVIHILL XCS�
NAYS ABSTAIN ABSENT
X
C �
Georgeann arena, CMC, ity Clerk
The foregoing Resolution is hereby approved this 1" day of Augu 2018.
Il �
R. Carey Davis, yor
City of San Bern rdino
Approved as to form:
Gary D. Saenz, City Attorney
By: �� Z
2
EXHIBIT A
Contract Number
SAP Number
Public Works
Department Contract Representative Sundaramoorthy (Sri) Srirajan,
P.E., Chief - Transportation
Planning Division _
Telephone Number (909) 387-8166
Contractor
Contractor Representative
Telephone Number
Contract Term
Original Contract Amount
Amendment Amount
Total Contract Amount
Cost Center
IT IS HEREBY AGREED AS FOLLOWS:
City of San Bernardino
Alex Qishta, P.E.
_( 909) 384-5019
7/24/2018 — 12/31/2019
$390,000
$390,000
6650002000
WHEREAS, the County of San Bernardino (COUNTY) and the City of San Bernardino (CITY)
(COUNTY and CITY are also each referred to herein as "Party" and collectively referred to herein as "Parties")
desire to cooperate and jointly participate in pavement rehabilitation and an American with Disabilities Act
(ADA) curb ramp and other related improvements project on Sterling Avenue and Baseline Street as
described in Exhibit "A", which is attached hereto and incorporated herein by this reference (PROJECT); and
WHEREAS, the PROJECT is located in the unincorporated area of the COUNTY and the incorporated
area of the CITY; and
WHEREAS, California Streets and Highways Code section 1710 authorizes COUNTY to contract with
CITY for CITY's maintenance, construction or repair of COUNTY highways, the cost being paid by COUNTY;
and
WHEREAS, COUNTY determines that it is necessary for the more efficient maintenance, construction,
or repair of the COUNTY roads identified herein to contract with CITY for the PROJECT; and
WHEREAS, it is anticipated that the funding for the design and construction phase of the PROJECT will
be from COUNTY's Gas Tax funds and CITY Measure I funds; and
WHEREAS, the total estimated cost for the PROJECT is $1,390,000; and
Standard Contract Page 1 of 7
WHEREAS. COUNTY's share of cost is estimated at $390,000 (28.06% of PROJECT) and CITY's
share of cost is estimated at $1,000,000 (71.94 % of PROJECT) as set forth in Exhibit "A", attached hereto
and incorporated herein by this reference; and
WHEREAS, the above-described costs are proportioned based on work done in each Party's
jurisdiction; and
WHEREAS, COUNTY and CITY desire to set forth responsibilities and obligations of each as they
pertain to such participation and to the design, construction, and funding of the PROJECT.
NOW, THEREFORE, IT IS MUTUALLY AGREED as follows:
1.0 CITY AGREES TO:
1.1 Act as the Lead Agency in the design, construction, construction engineering, inspection and
California Environmental Quality Act (CEQA) compliance (Public Resources Code section
21000 et seq.) of the PROJECT. Right-of-way activities are not anticipated for the PROJECT
and therefore are not part of this Agreement.
1.2 Provide plans and specifications and all necessary construction engineering for the PROJECT
to COUNTY, for COUNTY's prior review and approval pursuant to paragraph 2.3, below.
1.3 Construct the PROJECT by contract in accordance with the plans and specifications of CITY,
which have been reviewed and approved by COUNTY pursuant to paragraphs 1.2 and 2.3, to
the satisfaction of and subject to concurrence of COUNTY.
1.4 Arrange for relocation of all utilities which interfere with construction of the PROJECT within the
entire PROJECT limits, pursuant to paragraph 3.9 below.
1.5 Obtain a no -cost permit from COUNTY for work within the COUNTY's right-of-way, which permit
approval shall not be unreasonably withheld, delayed or conditioned.
1.6 Advertise, award, administer, and initially fund the construction of the PROJECT, in accordance
with the provisions of California Public Contract Code applicable to cities and require, as well as
reasonably enforce, CITY's contractors to comply with all applicable laws and regulations,
including Labor Code sections 1720 et seq. and 1770 et seq. that concern the payment of
prevailing wages. CITY shall indemnify, defend (with counsel reasonably approved by
COUNTY), and hold harmless COUNTY and its officers, employees, volunteers, and agents as
provided in paragraphs 3.2 and 3.4, below.
1 7 CITY shall require all contractors and vendors working on the PROJECT to have appropriate
and adequate insurance coverage for the mutual protection and benefit of the Parties. Except
for Workers' Compensation, Errors and Omissions and Professional Liability policies, CITY shall
require and ensure that all CITY contractors/subcontractors for the PROJECT shall have
insurance policies that contain endorsements naming the COUNTY and its officers, employees,
agents and volunteers as additional insureds with respect to liabilities arising out of the
performance of services hereunder. The additional insured endorsements shall not limit the
scope of coverage for the COUNTY to vicarious liability but shall allow coverage for the
COUNTY to the full extent provided by the policy. Such additional insured coverage shall be at
least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85.
1.8 Reserved.
1.9 Provide adequate inspection of all items of work performed under the construction contract(s)
with CITY's contractors or subcontractors for the PROJECT and maintain adequate records of
inspection and materials testing for review by COUNTY. CITY shall provide copies of any
records of inspection and materials testing to COUNTY within ten (10) business days of CITY's
receipt of written demand from COUNTY for such records. This shall be included as a
PROJECT cost.
1.10 Be responsible for its proportionate share of the costs of the PROJECT. The full cost of the
PROJECT shall include the cost of design, construction, construction engineering, inspection
and CEQA compliance for the PROJECT. CITY's proportionate share of cost for the PROJECT
is estimated at $1,000,000 (71.94 % of PROJECT, see Exhibit A). CITY shall be responsible for
Revised 10/18/17 Page 2 of 7
the sum of $1,000,000, plus its share of any PROJECT cost increases pursuant to paragraphs
3.7, 3.9 and 3.11 below.
1.11 Upon CITY's and COUNTY's acceptance of the PROJECT, submit to the COUNTY an itemized
accounting of actual PROJECT costs incurred by CITY and statement for COUNTY's
proportionate share of PROJECT costs, as provided herein. Costs shall be amended following
CITY and COUNTY acceptance of the final construction cost accounting. In no event shall
COUNTY's proportionate share of cost of PROJECT exceed $487,500 (which is COUNTY's
estimated share of cost for PROJECT plus twenty-five percent) absent a written amendment to
this Agreement approved pursuant to paragraph 3.16.
1.12 Include compliance with any applicable requirements of CEQA, as well as completing the
required CEQA documentation.
1.13 Accept all payments from COUNTY via electronic funds transfer (EFT) directly deposited into
the CITY's designated checking or other bank account. The CITY shall promptly comply with
directions and accurately complete forms provided by COUNTY required to process EFT
payments.
2.0 COUNTY AGREES TO:
2.1 Pay to the CITY its proportionate share of the cost of the PROJECT. The full cost of the
PROJECT shall include the cost of PROJECT design, construction, construction engineering,
inspection and CEQA compliance. COUNTY's proportionate share of costs for the PROJECT is
estimated at $390,000 (28.06% of PROJECT, see Exhibit A).
2.2 Pay to CITY, on a reimbursement basis, its proportionate share of PROJECT costs, including its
jurisdictional share of any PROJECT cost increases pursuant to paragraphs 3.7, 3.9 and 3.11
below, within ninety (90) calendar days after receipt of an itemized statement as set forth in
paragraph 1.11 of this Agreement, setting forth all actual PROJECT costs incurred by CITY,
together with adequate documentation of said expenditures. In no event shall COUNTY's
proportionate share of cost of PROJECT exceed $487,500 (which is COUNTY's estimated
share of cost for the PROJECT plus twenty-five percent) absent a written amendment to this
Agreement approved pursuant to Paragraph 3.16.
2.3 Provide a no -cost permit to the CITY for its work in COUNTY's right-of-way, which permit
approval shall not be unreasonably withheld, delayed or conditioned.
2.4 Review and approve the plans and specifications of the PROJECT pursuant to paragraph 2.3,
above, which review and approval shall not be unreasonably withheld, delayed or conditioned.
3.0 IT IS MUTUALLY AGREED:
3.1 After CITY's and COUNTY's acceptance of completed PROJECT, the COUNTY shall be
responsible for performing any maintenance for the PROJECT that is in the County Maintained
Road System and within the COUNTY's jurisdictional territory that is not incorporated into the
CITY and the CITY shall be responsible for performing any maintenance for the PROJECT that
is in the CITY's incorporated area.
3.2 CITY agrees to indemnify, defend (with counsel approved by COUNTY) and hold harmless the
COUNTY, its officers, employees, agents, and volunteers from any and all claims, actions, or
losses, damages, and/or liability resulting from CITY's negligent acts or omissions that arise
from CITY's performance of its obligations under this Agreement.
3.3 COUNTY agrees to indemnify and hold harmless the CITY, its officers, employees, agents, and
volunteers from any and all claims, actions, or losses, damages, and/or liability resulting from
COUNTY's negligent acts or omissions which arise from COUNTY's performance of its
obligations under this Agreement.
3.4 In the event the CITY and/or the COUNTY is found to be comparatively at fault for any claim,
action, loss or damage which results from their respective obligations under the Agreement, the
CITY and/or COUNTY shall indemnify the other to the extent of its comparative fault.
3.5 In the event of litigation arising from this Agreement, each Party to the Agreement shall bear its
own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s)
fees relative to paragraphs 3.2, 3.3 and 3.4.
3.6 CITY and COUNTY are authorized self-insured public entities for purposes of Professional
Liability, Automobile Liability, General Liability, and Workers' Compensation and warrant that
Revised 10/18/17 Page 3 of 7
through their programs of self-insurance, they have adequate coverage or resources to protect
against liabilities arising out of the performance of the terms, conditions or obligations of this
Agreement.
3.7 The Parties acknowledge that final PROJECT costs may ultimately exceed current estimate of
PROJECT costs. Any additional PROJECT costs resulting from increased bid prices, change
orders, or arising from unforeseen site conditions, including Utility relocation (but not from
requested additional work by the COUNTY or CITY, which is addressed in paragraph 3.8 below)
over the estimated total of PROJECT cost of $1,390,000 (which is the sum of $1,000,000 from
CITY and $390,000 from COUNTY), shall be borne by each Party in proportion to where the
work actually lies (based on jurisdiction), as part of the Parties' respective obligations to pay the
cost for the PROJECT.
3.8 If either CITY or COUNTY requests additional work that is beyond the scope of the original
PROJECT, and not considered by all parties to be a necessary part of the PROJECT, said
work, if approved by all parties, will be paid solely by the agency requesting the work.
3.9 In the case where one of the Parties owns a utility that needs to be relocated for a PROJECT
and that Party does not have prior rights for that utility, it will be the sole responsibility of that
Party to relocate the utility at that Party's cost. This shall not be included as a PROJECT cost.
In the case that a utility relocation is determined to be a PROJECT cost based on that utility
having prior rights, the relocation of the utility will be included as a project cost for which the
COUNTY and CITY will be responsible for funding within their jurisdictional boundaries.
3.10 CITY shall notify COUNTY of the bids received and the amounts thereof. Within ten (10)
business days thereafter, CITY and COUNTY shall determine the cost of the PROJECT. In the
event that either Party intends to cancel this Agreement based upon the bids or amount thereof,
said Party shall notify the other Party prior to the awarding of a contract so as to avoid
detrimental reliance by any Party, contractor or potential contractor.
3.11 If after opening bids for the PROJECT, it is found that a cost overrun of 25% or less of the
estimated PROJECT costs will occur, CITY may award the contract.
3.12 If, upon opening of bids, it is found that a cost overrun exceeding 25% of the estimated
PROJECT costs will occur, CITY shall not award any contracts for the PROJECT. Rather CITY
and COUNTY shall endeavor to agree upon an alternative course of action, including re -bidding
of the PROJECT. If, after thirty (30) calendar days, an alternative course of action is not
mutually agreed upon in writing, this Agreement shall be deemed to be terminated by mutual
consent.
3.13 In the event that change orders are required during the course of the PROJECT, said change
orders must be in form and substance as set forth in attached Exhibit "B" of this Agreement and
approved by both CITY and COUNTY. Contract change order forms will be delivered by fax
and must be returned within fifteen (15) business days. The COUNTY shall not unreasonably
withhold, delay or condition approval of change orders. If a COUNTY disapproved or modified
change order is later found to be a cost of the PROJECT, then the COUNTY shall be
responsible for any costs, awards, judgments or settlements associated with the disapproval or
modified change order. For COUNTY, contract change orders (Exhibit B) must be approved by
COUNTY in accordance with paragraph 2.3, above.
3.14 This Agreement may be cancelled upon thirty (30) calendar days advance written notice of
either Party, provided however, that neither Party may cancel this Agreement after CITY awards
a contract to construct the PROJECT. In the event of cancellation as provided herein, including
termination pursuant to paragraph 3.10 or 3.12 above, all PROJECT costs required to be paid
by the Parties prior to the effective date of cancellation shall be paid by the Parties in the same
proportion to their contribution for the PROJECT. The Parties recognize and agree that the
provisions governing utility relocation and construction are dependent upon the Parties first
satisfying CEQA. As provided in this paragraph, the Agreement may be cancelled with or
without cause, before, during or after CEQA review/approval.
3.15 Except as provided in Paragraph 3.14, and except for the Parties' operation, maintenance and
indemnification obligations contained herein (which shall survive Agreement termination), this
Agreement shall terminate upon completion of the PROJECT and payment of final billing by the
COUNTY for its proportional share of the PROJECT costs.
Revised 10/18/17 Page 4 of 7
3.16 This Agreement contains the entire agreement of the Parties with respect to subject matter
hereof, and supersedes all prior negotiations, understandings, or agreements. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in writing and
signed by both Parties.
3.17 This Agreement shall be governed by the laws of the State of California. Any action or
proceeding between CITY and COUNTY concerning the interpretation or enforcement of this
Agreement, or which arises out of or is in any way connected with this Agreement or the
PROJECT, shall be instituted and tried in the appropriate state court, located in the County of
San Bernardino, California.
3.18 Time is of the essence for each and every provision of this Agreement.
3.19 Since the Parties or their agents have participated fully in the preparation of this Agreement, the
language of this Agreement shall be construed simply, according to its fair meaning, and not
strictly for any or against any party. Any term referencing business days shall be deemed
COUNTY business days. The captions of the various articles and paragraphs are for
convenience and ease or reference only, and do not define, limit, augment, or describe the
scope, content, or intent of this Agreement.
3.20 No waiver of any default shall constitute a waiver of any other default or breach, whether of the
same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given
or performed by a party shall give the other party any contractual rights by custom, estoppel, or
otherwise.
3.21 If a court of competent jurisdiction declares any portion of this Agreement invalid, illegal, or
otherwise unenforceable, the remaining provisions shall continue in full force and effect, unless
the purpose of this agreement is frustrated.
3.22 This Agreement may be signed in counterparts, each of which shall constitute an original.
3.23 This Agreement will be effective on the date it is signed by both Parties and shall conclude upon
satisfaction of the terms identified in paragraph 3.15 or December 31, 2019 (whichever occurs
first).
3.24 The Recitals are incorporated into the body of this Agreement.
THIS AGREEMENT shall inure to the benefit of and be binding upon the successors and assigns of both
Parties.
IN WITNESS WHEREOF, the Parties to these presents have hereunto set their hands.
ciiN Df Art Pie rn rd�n�
COUNTY OF S BERNARDINNO�/(Print brtype a r+a ofcorporatf c . pany, contractor, etc.)
By
Robert A. Lovingood, Chairman, Board of Supervisors (Authorized s' ature - sign in blue ink)
Dated: W I 1 280 Name Andrea M. Miller
SIGNED AND CERTIFIED THALaLgPYOFTHIS (Print or type name of person signing contract)
DOCUMENT HAS BEEN E E
CHAIRMAN OF THE B OV ix-kTitle City Manager
lJ;'dd •'r' r%� (Print or Type)
M
V
FOR COUNTY USE ONLY
ADDrovarLas to LeaaLForm
Dated: $i2 / 2G1s
Address 290 North D Street
for Contract Compliance
A
San Bernardino, CA 92401
Scott M. Runyan, Deputy County Counsel I Mohamm d All, P.E., Chief Kewn ake e
Revised 10/18/17
by
Page 5 of 7
Date I Date I'" l I Date
EXHIBIT A
ESTIMATE OF PROJECT COSTS
FOR CITY OF SAN BERNARDINO/COUNTY OF SAN BERNARDINO
FOR THE PAVEMENT RECONSTRUCTION
IN THE SAN BERNARDINO AREA
SCRIPTION LIMITS
Mill and Sterling Avenue
Overlay (Date Place north to
Marshall Boulevard)
TOTAL COUNTY OF % OF
COST OF SAN BERNARDINO PROJECT
PROJECT SHARE COUNTY
I
$740,000 $320,000 43.24%
Mill and Baseline Street
Overlay (Canyon Road east 1 $650,000 $70,000
to Conejo Drive)
TOTAL
Revised 10/18/17
$1,390,000 $390,000
10.77%
28.06%
CITY OF SAN % OF
BERNARDINO PROJECT
CITY
$420,000 56.76%
$580,000 89.23%
$1,000,000 71.94%
Page 6 of 7
EXHIBIT B
CONTRACT CHANGE ORDER REVIEW/APPROVAL
PROJECT: STERLING AVENUE (FROM DATE PLACE NORTH TO MARSHALL BOULEVARD) AND
BASELINE STREET (FROM CANYON ROAD EAST TO CONEJO DRIVE)
CITY OF SAN BERNARDINO CONTRACT #
File: XXXXX
Proposed Contract Change Order No. has been reviewed in accordance with the existing agreements with the City
of San Bernardino and County of San Bernardino for the above project and the following shall apply:
DATE OF CITY OF SAN BERNARDINO ACTION: I 1,
❑ APPROVED for Implementation with 100% Participation by COUNTY OF SAN BERNARDINO
❑ APPROVED Subject to Comments/Revisions Accompanying This Document
❑ APPROVED With Limited Funding Participation by COUNTY OF SAN BERNARDINO
❑ % of Actual Cost to be Funded by COUNTY OF SAN BERNARDINO
❑ COUNTY OF SAN BERNARDINO Participation Not to Exceed $
❑ DISAPPROVED -Not Acceptable to COUNTY OF SAN BERNARDINO
Note: Approval under any of the above conditions shall in no case be construed as agreement to increase the
total Fnancial participation beyond that prescribed in the existing CITY OF SAN BERNARDINO and COUNTY
agreement without a separate amendment to said agreement. Net increases in costs deriving from this and
previously approved Contract Change Orders shall not cause the total construction costs to exceed the sum of
the authorized contract total and contingency amounts.
Comments, as follows and/or attached, are conditions of the above action? ❑ YES ❑ NO
SIGNED:
TITLE
Distribution:
Signed Original Returned to CITY OF SAN BERNARDINO
Signed Original for COUNTY OF SAN BERNARDINO File
Revised 10/18/17 Page 7 of 7