HomeMy WebLinkAboutCALIFORNIA, STATE OF (DEPARTMENT OF TRANSPORTATION) City of Santa Ana
Master Agreement No. 64SantaAnaMA
Return FULLY EXECUTED A-2024-216
INSURANCE NOT REQUIRED Copy to City Clerk, M-30
WORK MAY PROCEED
CITY CLERK
DATE: JAN 3 0 202.5
p ( California State Transportation Agency
,OSon C-iubhLl C1c
Transit and Intercity Rail Capital Program
Grant Recipient:
City of Santa Ana
CaISTA Transit and Intercity Rail Capital Program Administered by:
California Department of Transportation
Division of Local Assistance
1120 N Street, Room 3300
P.O. Box 942874, MS-39
Sacramento, California 94274-0001
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Master Agreement No. 64SantaAnaMA
TABLE OF CONTENTS
RECITALS 4
ARTICLE I - DEFINITIONS 5
ARTICLE II-TIRCP PROJECTS AND ADMINISTRATION 7
Section 1. TIRCP Projects and Project Management 7
Section 2. Program Supplement 8
A. General 8
B. Project Overrun 10
C. Cost Savings and Project Completion 10
D. Scope of Work 11
E. Program Supplement Amendments 11
Section 3. Allowable Costs and Payments 11
A. Allowable Costs and Progress Payment Invoice 11
B. Final Invoice 12
ARTICLE III-GENERAL PROVISIONS 12
Section 1. Funding 12
Section 2. Audits and Reports 12
A. Cost Principles 12
B. Record Retention 13
C. Reporting Requirements 14
Section 3. Special Requirements 16
A. California Transportation Commission Resolutions 16
B. Recipient Resolution 16
C. Termination 17
D. Third Party Contracting 18
E. Change in Funds and Terms/Amendments 18
F. Project Ownership 18
G. Disputes 21
H. Hold Harmless and Indemnification 22
I. Labor Code Compliance 22
J. Non-Discrimination Clause 22
K. State Fire Marshal Building Standards Code 23
L. Americans with Disabilities Act 24
M. Access for Persons with Disabilities 24
N. Disabled Veterans Program Requirements 24
O. Environmental Process 24
P. Force Majeure 25
ARTICLE IV-MISCELLANEOUS PROVISIONS 25
Section 1. Miscellaneous Provisions 25
A. Successor Acts 25
B. Successor and Assigns to the Parties 25
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C. Notice 26
D. Amendment 26
E. Representation and Warranties of the Parties 26
F. Construction, Number, Gender and Captions 28
G. Complete Agreement 28
H. Partial Invalidity 28
I. Conflicts 28
J. Counterparts 29
K. Governing Law 29
Appendix A -TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION 31
Appendix B - RECIPIENTS RESOLUTION 32
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STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
Effective Date of this Agreement: October 15, 2024
Termination Date of this Agreement: October 14, 2034
Recipient: City of Santa Ana
Application Funding: The Greenhouse Gas Reduction Fund, Senate
Bill 1 Fund, and General Fund are the
applicable funding sources covered by this
Agreement and will be identified in each
specific Program Supplement, adopting the
terms of this Agreement.
RECITALS
1 . WHEREAS, The Global Warming Solutions Act of 2006, codified at Cal.
Health & Safety C. § 38500 et seq. (the "Act") (Assembly Bill [AB] 32, Nunez,
Chapter 488) created a comprehensive program to reduce greenhouse gas
emissions in California. The Act required California to reduce greenhouse gases
to 1990 levels by 2020, and to maintain and continue reductions beyond 2020. In
March 2012, Governor Brown signed Executive Order B-16-2012 affirming a long-
range climate goal for California to reduce greenhouse gases from the
transportation sector to 80 percent below 1990 levels by 2050.
2. WHEREAS, the Cap-and-Trade Program is a key element in California's
climate plan. It creates a limit on the emissions from sources responsible for 85
percent of California's greenhouse gas emissions, establishes the price signal
needed to drive long-term investment in cleaner fuels and more efficient use of
energy, and gives covered entities flexibility to implement the lowest-cost options
to reduce greenhouse gas emissions.
3. WHEREAS, in 2012, the Legislature passed and Governor Brown signed into
law three bills, AB 1532 (Perez, Chapter 807, Statutes of 2012), Senate Bill (SB) 535
(De Leon, Chapter 830, Statutes of 2012), and SB 1018 (Budget and Fiscal Review
Committee, Chapter 39, Statutes of 2012), that established the Greenhouse Gas
Reduction Fund (GGRF) to receive proceeds from the distribution of allowances
via auction and provided the framework for how those auction proceeds will be
appropriated and expended. These statutes require that expenditures from the
GGRF be used to facilitate the achievement of greenhouse gas emission
reductions and further the purposes of the Act.
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4. WHEREAS, in 2017, the Legislature passed and Governor Brown signed into
law the Road Repair and Accountability Act of 2017 SB 1, which directed
additional funding to the Transit and Intercity Rail Capital Program (TIRCP).
5. WHEREAS, TIRCP is funded pursuant to Public Resources Code section 75220
et seq. and Health and Safety Code section 39719 et seq.
6. WHEREAS, as directed by Cal. Pub. Resources C. §§ 75223, 75224, CaISTA
has established and updated TIRCP Program Guidelines that describe the policy,
standards, criteria, and procedures for the development, adoption and
management of the TIRCP Program.
7. WHEREAS, Recipient submitted an application, been evaluated and
selected by CaISTA in accordance with the TIRCP Program Guidelines.
8. WHEREAS, on August 17, 2015, CaISTA delegated the administration of the
TIRCP Program to the Department pursuant to the TIRCP Program Guidelines and
the Department's policies and procedures for the administration of similar grant
programs.
9. NOW THEREFORE, in consideration of the recitals and the rights, duties and
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to the following:
10. This Agreement, entered into effective as of the date set forth above, is
between the signatory public entity identified hereinabove, (hereinafter referred
to as Recipient), and the STATE OF CALIFORNIA, acting by and through the
California Department of Transportation (hereinafter referred to as DEPARTMENT),
and subject to the approval of the California State Transportation Agency
(CaISTA).
ARTICLE I - DEFINITIONS
The terms defined in this Article I shall for all purposes of this Agreement have the
meanings specified herein.
1.1 "Act" refers to the Global Warming Solutions Act of 2006 (the "Act")
(Assembly Bill [AB] 32, Nunez, Chapter 488) codified at Cal. Health & Safety C. §§
38500 et seq.
1.2 "Agreement" shall mean this Agreement, inclusive of all appendices and
Program Supplements, whereby the Department, on behalf of CaISTA, and
pursuant to the Act and as set forth herein, administers the TIRCP Program.
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1 .3 "Award Agreement" shall mean a project-specific subcontract to this
agreement executed following Project award and may include Project specific
information, expected outcomes, and deliverables.
1 .4 "California Department of Transportation" or"Caltrans" or "Department" or
"State" means the State of California, acting by and through its Department of
Transportation of the State of the State of California, and any entity succeeding
to the powers, authorities and responsibilities of the Department invoked by or
under this Agreement or the Program Supplements.
1.5 "California Transportation Commission" or "CTC" shall refer to the
commission established in 1978 by Assembly Bill 402 (Chapter 1106, Statutes of
1977).
1.6 "Effective Date" means the date set forth on page 4 of this Agreement.
1 .7 "Greenhouse Gas Reduction Funds" or "GGRF" shall mean the funds
subject to Chapter 26, Statutes of 2014, authorizing the State to fund capital
improvements and operational investments for California's transit systems and
intercity, commuter, and urban rail systems.
1 .8 "Senate Bill 1" or "SB 1 " shall mean the funds subject to Chapter 5, Statutes
of 2017, authorizing the State to fund capital improvements and investments for
California's transit systems and intercity, commuter, and urban rail systems.
1.9 "General Fund" shall mean the funds subject to Chapters 21, 69, and 240,
Statutes of 2021, authorizing the State to fund capital improvements and
investments for California's transit systems and intercity, commuter, and urban rail
systems.
1 .10 "Overall Funding Plan" has the meaning set forth in Article II, Section
2(A)(5)(c).
1.11 "Program Guidelines" shall mean the policy, standards, criteria, and
procedures for the development, adoption and management of the TIRCP
Projects established by CaISTA and provided in Appendix A.
1 .12 "Program Supplement" shall mean a project-specific subcontract to this
Agreement that is executed following a CTC approved action and includes all
Project specific information needed to encumber funding and shall include
expected outcomes and deliverables. Also referred to as Project Supplement
Agreement.
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1 .13 "Program Supplement Last Expenditure Date" and refers to the last date for
Recipient to incur valid Project costs or credits.
1 .14 "Program Supplement Termination" shall occur when the Recipient's
obligations have been fully performed as set forth in Article II, Section 2D and
Article III, Section 3(C)(2) or when terminated by convenience as set forth in
Article III, Section 3(C)(1).
1.15 "Project" shall mean the project identified in Recipient's application.
1 .16 "Project Closeout Report" shall have the meaning set forth in Article II,Section
3(B).
1 .17 "Project Financial Plan" shall have the meaning set forth in Article II, Section
21A)(5)(d).
1 .18 "Progress Payment Invoice" shall have the meaning set forth in Article II,
Section 3A.
1 .19 "Project Schedule" has the meaning set forth in Article II, Section 2(A)(5)(b).
1.20 "Scope of Work" has the meaning set forth in Article II, Section 21A)(5)(a).
1.21 "Secretary" shall mean the Secretary of the California State Transportation
Agency (CaISTA). Unless the context otherwise requires, any reference to the
Secretary includes CaISTA and its officers and employees.
1 .22 "State" shall mean the State of California.
1.23 "TIRCP Projects" shall mean projects that are selected and funded pursuant
to the Transit and Intercity Rail Capital Program.
ARTICLE II - TIRCP PROJECTS AND ADMINISTRATION
Section 1. TIRCP Projects and Project Management
1. TIRCP Projects, pursuant to the Act, are established by CaISTA in
accordance with the TIRCP Program Guidelines. Under delegation from CaISTA,
the Department will administer the TIRCP Program in accordance with the TIRCP
Program Guidelines and best management practices identified in the
administration of similar Department grant programs.
2. By this reference, TIRCP Program Guidelines are made an express part of
this Agreement and shall apply to each TIRCP Program funded Project as may be
amended or updated. Recipient will cause its specific TIRCP mandated
Resolution to be attached as part of any TIRCP funded Program Supplement as a
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condition precedent to the acceptance of GGRF, SB 1, and/or General Funds
(upon availability and allocation), for such project.
3. All inquiries during the term of this Agreement and any applicable Program
Supplement will be directed to the project representatives identified below:
State's Project Administrator: Recipient's Project Administrator:
Department of Transportation City of Santa Ana
Ezequiel Castro Nabil Saba
Chief, Capital Southern Branch Executive Director of Public Works
Phone: (916) 654-8012 (714) 647-5654
Email: ezequiel.castro@dot.ca.gov nsaba@santa-ana.org
Section 2. Program Supplement
A. General
1. This Agreement shall have no force and effect with respect to the Project
unless and until a separate Project specific program supplement hereinafter
referred to as "Program Supplement," adopting all of the terms and conditions of
this Agreement has been fully executed by both State and Recipient.
2. Recipient agrees to complete the defined scope of work for the Project,
described in the Program Supplement adopting all of the terms and conditions of
this Agreement.
3. A financial commitment of actual funds will only occur in each detailed
and separate Program Supplement. No funds are obligated by the prior
execution of this Agreement alone.
4. Recipient further agrees, as a condition to the release and payment of the
funds encumbered for the scope of work described in each Program
Supplement, to comply with the terms and conditions of this Agreement and all
the agreed-upon special covenants and conditions attached to or made a part
of the Program Supplement identifying and defining the nature of that specific
scope of work.
5. The Program Supplement shall include a detailed scope of work,which shall
include but not be limited to, a Project Description, a Project Schedule, an Overall
Funding Plan, and a Project Financial Plan as required in the TIRCP Program
Guidelines.
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a. The Scope of Work shall include a detailed description of the Project
and will itemize the major tasks and their estimated costs.
b. The Project Schedule shall include major tasks and/or milestones and
their associated beginning and ending dates and duration.
c. The Overall Funding Plan shall itemize the various Project
Components, the committed funding program(s) or source(s), and the matching
funds to be provided by Recipient and/or other funding sources, if any [these
Components include Environmental and Permits; Plans, Specifications and
Estimates (PS&E); Right-of-Way (ROW); and Construction (including transit vehicle
acquisition)].
d. The Project Financial Plan shall identify estimated expenditures for the
Project Component by funding source, provided that for the purposes of this
Agreement the State is only monitoring compliance for expenditures for the TIRCP,
including but not limited to GGRF, SB 1 and/or General Funds allocated for the
Project Component.
6. Adoption and execution of the Program Supplement by Recipient and
State, incorporating the terms and conditions of this Agreement into the Program
Supplement as though fully set forth therein, shall be sufficient to bind Recipient
to these terms and conditions when performing the Project. Unless otherwise
expressly delegated to a third-party in a resolution by Recipient's governing body,
which delegation must be expressly assented to and concurred in by State, the
Program Supplement shall be managed by Recipient.
7. The estimated cost and scope of the Project will be as described in the
applicable Program Supplement. The State shall not participate in any funding
for the Project beyond those amounts actually encumbered by the STATE as
evidenced in the applicable Program Supplement unless the appropriate steps
are followed and approval is granted by the CTC as described below.
8. Upon the stated expiration date of this Agreement, any Program
Supplement executed under this Agreement for the Project with obligations yet
to be completed pursuant to the approved Project Schedule, deliverables, and
reporting requirements shall be deemed to extend the term of this Agreement
only to conform to the specific Project termination or completion date, including
completion of deliverables and reporting requirements, contemplated by the
applicable Program Supplement to allow that uncompleted Project to be
administered under the extended terms and conditions of this Agreement.
9. Total project cost includes the cost of a project for all phases (Plans,
Specifications, and Estimates (PS&E), Project Approval and Environmental
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Document (PA&ED) Right-of-Way (ROW), and Construction (CON) including
rolling stock) of a Project from start to finish.
B. Project Overrun
1. If Recipient or the State determine, at any time during the performance of
the Project, that the Project budget may be exceeded, Recipient shall take the
following steps:
a. Notify the designated State representative of the nature and
projected extent of the overrun and, within a reasonable period thereafter,
identify and quantify potential cost savings or other measures which Recipient will
institute to bring the Project Budget into balance; and
b. Identify the source of additional Recipient or other third-party funds
that can be made available to complete Project. Recipient agrees that the
allocation of the GGRF, SB 1 and/or General Funds is subject to the allocation
proposed by the CaISTA, submitted by the State, and approved by the CTC.
C. Cost Savings and Project Completion
1. Recipient is encouraged to evaluate design and construction alternatives
that would mitigate the costs of delivering the commitments for the Project.
Recipient shall take all steps necessary on a commercially reasonable basis that
would generally be taken in accordance with best management practices. In
determining cost savings, the Parties shall take into account all avoided costs,
including avoided design, material, equipment, labor, construction, testing,
acceptance and overhead costs and avoided costs due to time savings, and all
the savings in financing costs associated with such avoided costs.
2. If there is an identification and implementation of any CaISTA approved
alternative resulting in reduction of the Project costs, the parties agree that the
recipient shall provide a prorated share of Project or TIRCP funded Project
component cost savings based on the overall project match to the Department
no later than 30 days after the submission of the final invoice. Subject to CaISTA's
approval, savings may be used towards another project component or towards
increasing project benefits that are consistent with the original project award
while maintaining the overall project match referenced in the project award and
program supplements.
3. Program supplements will indicate the Project or Component proration of
funding match.
4. The Recipient agrees to complete the Project and accepts sole
responsibility for the payment of any cost increases. If either the Project or the
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funded components are not completed, the Recipient shall bear the burden of
full TIRCP funds reimbursement to the Department.
D. Scope of Work
1 . Recipient shall be responsible for complete performance of the work
described in the approved Program Supplement for the Project related to the
commitment of encumbered funds. All work shall be accomplished in
accordance with the applicable provisions of the Act, Public Utilities Code, the
Streets and Highways Code, the Government Code, and other applicable
statutes and regulations.
2. Recipient acknowledges and agrees that Recipient is the sole control and
manager of the Project and its subsequent employment, operation, repair and
maintenance for the benefit of the public. Recipient shall be solely responsible
for complying with the funding and use restrictions established by (a) the statutes
from which the GGRF, SB1, and General Funds are derived, (b) the CTC, (c) the
State Treasurer, (d) the Internal Revenue Service, (e) the applicable Program
Supplement, and (f) this Agreement.
3. Recipient acknowledges and agrees that the Recipient is responsible for
complying with all reporting requirements established by the TIRCP Guidelines
and California Air Resource Board (CARB) Funding Guidelines.
E. Program Supplement Amendments
Program Supplement amendments will be required whenever there are CaISTA
or CTC approved actions, including but not limited to, Financial Allocations,
Financial Allocation Amendments, Time Extensions and Technical Corrections.
These changes shall be mutually binding upon the Parties only following the
execution of a Program Supplement amendment.
Section 3. Allowable Costs and Payments
A. Allowable Costs and Progress Payment Invoice
1 . Not more frequently than once a month, Recipient will prepare and submit
to State signed Progress Payment Invoice for actual Project costs incurred and
paid for by Recipient consistent with the allocation and Scope of Work document
in the Program Supplement and State shall pay those uncontested allowable
costs once the invoice is reviewed and approved by the Department, subject to
CaISTA's approval. If no costs were incurred during any given quarter, Recipient
is exempt from submitting a signed Progress Payment Invoice.
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2. State shall not be required to reimburse more funds, cumulatively, per
quarter of any fiscal year greater than the sums identified and included in the
Project Financial Plan. The State shall hold the right to determine reimbursement
availability based on an approved expenditure plan and TIRCP anticipated or
actual funding capacity. Each such invoice will report the total of Project
expenditures from GGRF, SB 1 and/or General Funds (including those of Recipient
and third parties) and will specify the percent of State reimbursement requested
and the GGRF, SB 1 and/or General Funds source.
B. Final Invoice
The Program Supplement Last Expenditure Dates(s) refer to the last date for
Recipient to incur valid Project costs or credits. Recipient has one hundred and
eighty (180) days after that Last Expenditure Date to make already incurred final
allowable payments to Project contractors or vendors, prepare the Project
Closeout Report, and submit the final invoice to State for reimbursement of
allowable Project costs before those remaining State funds are unencumbered
and those funds are reverted as no longer available to pay any Project costs.
Recipient expressly waives any right to allowable reimbursements from State
pursuant to this Agreement for costs incurred after that termination date and for
costs invoiced to Recipient for payment after that one hundred and eightieth
(180th) day following the Project Last Expenditure Date.
ARTICLE III — GENERAL PROVISIONS
Section 1. Funding
1 . Recipient agrees to contribute at least the statutorily or other required local
contribution of matching funds (other than State or federal funds), if any is
specified within the Program Supplement or any appendices thereto, toward the
actual cost of the Project or the amount, if any, specified in any executed SB 2800
(Streets and Highways Code Section 164.53) Agreement for local match fund
credit, whichever is greater. Recipient shall contribute not less than its required
match amount toward the Project cost in accordance with a schedule of
payments as shown in the Project Financial Plan prepared by Recipient and
approved by State as part of a Program Supplement.
Section 2. Audits and Reports
A. Cost Principles
1. Recipient agrees to comply with Title 2 Code of Federal Regulations 200 (2
CFR 200) Uniform Administrative Requirements, Cost Principles for State and Local
Government, and Audit Requirements for Federal Awards.
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2. Recipient agrees, and will assure that its contractors and subcontractors will
be obligated to follow 2 CFR 200 and which shall be used to determine the
allowability of individual Project cost items. Every sub-recipient receiving Project
funds as a contractor or sub-contractor under this Agreement shall comply with 2
CFR 200.
3. Any Project costs for which Recipient has received payment or credit that
are determined by subsequent audit to be unallowable under 2 CFR 200, are
subject to repayment by Recipient to State. Should Recipient fail to reimburse
moneys due State within thirty (30) days of demand, or within such other period
as may be agreed in writing between the Parties hereto, State is authorized to
intercept and withhold future payments due to Recipient from State or any third-
party source whose funding passes through the State, including but not limited to,
the State Treasurer, the State Controller and the CTC.
4. The State may terminate the grant for any reason at any time if it is
determined by the State, based on an audit under this section, that there has
been a violation of any State or federal law or policy by the Recipient during
performance under this or any other grant agreement or contract entered into
with the State. If the grant is terminated under this section, the Recipient may be
required to fully or partially repay funds.
B. Record Retention
1. Recipient agrees, and will assure that its contractors and subcontractors
shall establish and maintain an accounting system and records that properly
accumulate and segregate incurred Project costs and matching funds by line
item for the Project. The accounting system of Recipient, its contractors and all
subcontractors shall conform to Generally Accepted Accounting Principles
(GAAP), enable the determination of incurred costs at interim points of
completion, and provide support for reimbursement payment vouchers or
invoices. All accounting records and other supporting papers of Recipient, its
contractors and subcontractors connected with Project performance under this
Agreement and each Program Supplement shall be maintained for a minimum
of three (3) years from the date of final payment to Recipient under a Program
Supplement and shall be held open to inspection, copying, and audit by
representatives of State, the California State Auditor, and auditors representing
the federal government. Copies thereof will be furnished by Recipient, its
contractors, and subcontractors upon receipt of any request made by State or its
agents. In conducting an audit of the costs and match credits claimed under this
Agreement, State will rely to the maximum extent possible on any prior audit of
Recipient pursuant to the provisions of federal and State law. In the absence of
such an audit, any acceptable audit work performed by Recipient's external and
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internal auditors may be relied upon and used by State when planning and
conducting additional audits.
2. For the purpose of determining compliance with Title 21, California Code of
Regulations, Section 2500 et seq.,when applicable, and other matters connected
with the performance of Recipient's contracts with third parties pursuant to
Government Code section 8546.7, Recipient, Recipient's contractors and
subcontractors, and State shall each maintain and make available for inspection
all books, documents, papers, accounting records, and other evidence
pertaining to the performance of such contracts, including, but not limited to, the
costs of administering those various contracts.All of the above referenced parties
shall make such Agreement and Program Supplement materials available at their
respective offices at all reasonable times during the entire Project period and for
three (3) years from the date of final payment to Recipient under any Program
Supplement. State, the California State Auditor, or any duly authorized
representative of State or the United States Department of Transportation, shall
each have access to any books, records, and documents that are pertinent to
the Project for audits, examinations, excerpts, and transactions, and Recipient
shall furnish copies thereof if requested.
3. Recipient, its contractors and subcontractors will permit access to all
records of employment, employment advertisements, employment application
forms, and other pertinent data and records by the State Fair Employment
Practices and Housing Commission, or any other agency of the State of California
designated by State, for the purpose of any investigation to ascertain compliance
with this Agreement and the Act.
C. Reporting Requirements
1 . Reporting requirements of Recipient will include whether reported
implementation activities are within the scope of the Project Program Supplement
and in compliance with State laws, regulations, and administrative requirements.
2. TIRCP Progress Reporting shall be no more frequently than monthly and no
less frequently than quarterly at the discretion of the State and shall generally
include the following information;
a. Activities and progress made towards implementation of the project
during the reporting period and activities anticipated to take place in the next
reporting period;
b. Identification of whether the Project is proceeding on schedule and
within budget;
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c. Identification of whether the Project Deliverables are proceeding on
schedule.
d. Identification of changes to the Project funding plan, milestone
schedule, or deliverables completion date;
e. Any actual or anticipated problems which could lead to delays in
schedule, increased costs or other difficulties for either the Project or other State
funded projects impacted by the Project's scope of work and the efforts or
activities being undertaken to minimize impacts to schedule, cost, or deliverables;
3. CARB Reporting shall be no more frequently than monthly and no less
frequently than semiannually at the discretion of CARB and shall include the
following information (subject to modification by CARB);
a. Identify metrics and benefits achieved for disadvantaged
communities, low income communities, and/or low-income households;
b. continued reporting following project implementation to identify
benefits achieved.
c. Any and all other requirements instituted by CARB.
4. Within one year of the Project or reportable Project components becoming
operable, the implementing agency must provide a final delivery report including
at a minimum:
a. Scope of completed Project as compared to Programmed Project;
b. Performance outcomes derived from the project as compared to
outcomes described in the Project application and shall include but not be
limited to before and after measurements and estimates for ridership, service
levels, greenhouse gas reductions, updated estimated greenhouse gas
reductions over the life of the project, benefits to disadvantaged communities,
low income communities, and/or low income households, and project co-
benefits as well as an explanation of the methodology used to quantify the
benefits.
c. Before and after photos documenting the project
d. The final costs as compared to the approved project budget by
component and fund type, and an estimate of the TIRCP funds spent to benefit
disadvantaged communities, low-income communities, and/or low-income
households, and
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e. The project duration as compared to the project schedule in the
project application.
Section 3. Special Requirements
A. California Transportation Commission Resolutions
1 . Recipient shall adhere to applicable CTC policies on "Timely Use of Funds"
as stated in Resolution G-06-04, adopted April 26, 2006, addressing the
expenditure and reimbursement of GGRF, SB 1 and/or General Funds. These
resolutions, and/or successor resolutions in place at the time a Program
Supplement is executed, shall be applicable to GGRF, SB 1 and/or General Funds,
respectively.
2. Recipient shall be bound to the terms and conditions of this Agreement,
the Project application contained in the Program Supplement (as applicable);
and CTC Resolutions G-06-04, G-09-11 and/or their respective successors in place
at the time the Program Supplement is signed (as applicable) and all restrictions,
rights, duties and obligations established therein on behalf of State and CTC shall
accrue to the benefit of the CTC and shall thereafter be subject to any necessary
enforcement action by CTC or State. All terms and conditions stated in the
aforesaid CTC Resolutions and CTC-approved Guidelines in place at the time the
Program Supplement is signed (if applicable) shall also be considered to be
binding provisions of this Agreement.
3. Recipient shall conform to any and all permit and mitigation duties
associated with Project as well as all environmental obligations established in CTC
Resolution G-91-2 and/or its successors in place at the time a Program
Supplement is signed, as applicable, at the expense of Recipient and/or the
responsible party and without any further financial contributions or obligations on
the part of State unless a separate Program Supplement expressly provides
funding for the specific purpose of hazardous materials remediation.
B. Recipient Resolution
1 . Recipient has executed this Agreement pursuant to the authorizing
Recipient resolution, attached as Appendix B to this Agreement,which empowers
Recipient to enter into this Agreement and which may also empower Recipient
to enter into all subsequent Program Supplements adopting the provisions of this
Agreement.
2. If Recipient or State determines that a separate Resolution is needed for
each Program Supplement, Recipient will provide information as to who the
authorized designee is to act on behalf of the Recipient to bind Recipient with
regard to the terms and conditions of any said Program Supplement or
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amendment and will provide a copy of that additional Resolution to State with
the Program Supplement or any amendment to that document.
c. Termination
1 . Termination Convenience by State
a. State reserves the right to terminate funding for any Program
Supplement, subject to CaISTA approval, upon written notice to Recipient in the
event that Recipient fails to proceed with Project work in accordance with the
Program Supplement, or otherwise violates the conditions of this Agreement
and/or the Program Supplement or the funding allocation such that substantial
performance is significantly endangered.
b. No such termination shall become effective if, within thirty (30) days
after receipt of a notice of termination, Recipient either cures the default involved
or, if not reasonably susceptible of cure within said thirty (30)-day period,
Recipient proceeds thereafter to complete the cure in a manner and time line
acceptable to State. Any such termination shall be accomplished by delivery to
Recipient of a notice of termination, which notice shall become effective not less
than thirty (30) days after receipt, specifying the reason for the termination, the
extent to which funding of work under this Agreement is terminated and the date
upon which such termination becomes effective, if beyond thirty (30) days after
receipt. During the period before the effective termination date, Recipient and
State shall meet to attempt to resolve any dispute.
c. Following a fund encumbrance made pursuant to a Program
Supplement, if Recipient fails to expend GGRF,SB 1, and/or General Funds monies
within the time allowed specified in the Program Supplement, those funds may
revert, and be deemed withdrawn and will no longer be available to reimburse
Project work unless those funds are specifically made available beyond the end
of that Fiscal Year through re-appropriation or other equivalent action of the
Legislature and written notice of that action is provided to Recipient by State.
d. In the event State terminates a Program Supplement for
convenience and not for a default on the part of Recipient as is contemplated in
this section, Recipient shall be reimbursed its authorized costs up to State's
proportionate and maximum share of allowable Project costs incurred to the date
of Recipient's receipt of that notice of termination, including any unavoidable
costs reasonably and necessarily incurred up to and following that termination
date by Recipient to effect such termination following receipt of that termination
notice.
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2. Termination After Recipient's Obligations Fully Performed
Following project completion, and all obligations as defined in the TIRCP
Guidelines, CARB Guidelines, and Program Supplement are fully performed,
including Project completion of all deliverables and reporting, the Program
Supplement shall be terminated. If the Project obligations are not fully performed,
as defined under this section, the Recipient may be required to fully or partially
repay funds.
D. Third Party Contracting
1. Recipient shall not award a construction contract over $10,000 or other
contracts over$25,000 [excluding professional service contracts of the type which
are required to be procured in accordance with Government Code Sections
4525 (d), (e) and (f)] on the basis of a noncompetitive negotiation for work to be
performed under this Agreement without the prior written approval of State.
Contracts awarded by Recipient, if intended as local match credit, must meet
the requirements set forth in this Agreement regarding local match funds.
2. Any subcontract entered into by Recipient as a result of this Agreement
shall contain the provisions of ARTICLE III—GENERAL PROVISIONS, Section 2. Audits
and Reports and shall mandate that travel and per diem reimbursements and
third-party contract reimbursements to subcontractors will be allowable as Project
costs only after those costs are incurred and paid for by the subcontractors.
3. In addition to the above, the preaward requirements of third-party
contractor/consultants with local transit agencies should be consistent with Local
Program Procedures (LPP-00-05).
E. Change in Funds and Terms/Amendments
This Agreement and the resultant Program Supplements may be modified,
altered, or revised only with the joint written consent of Recipient and State.
F. Project Ownership
1 . Unless expressly provided to the contrary in a Program Supplement, subject
to the terms and provisions of this Agreement, Recipient, or a designated
subrecipient acceptable to State, as applicable, shall be the sole owner of all
improvements and property included in the Project constructed, installed or
acquired by Recipient or subrecipient with funding provided to Recipient under
this Agreement. Recipient, or subrecipient, as applicable, is obligated to
continue operation and maintenance of the physical aspects of the Project
dedicated to the public transportation purposes for which Project was initially
approved unless Recipient, or subrecipient, as applicable, ceases ownership of
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such Project property; ceases to utilize the Project property for the intended
public transportation purposes; or sells or transfers title to or control over Project
and State is refunded the Credits due State as provided in paragraph (2) herein
below.
2. Project right-of-way, Project facilities constructed or reconstructed on the
Project site and/or Project property (including vehicles and vessels) purchased by
Recipient (excluding temporary construction easements and excess property
whose proportionate resale proceeds are distributed pursuant to this Agreement)
shall remain permanently dedicated to the described public transit use in the
same proportion and scope, and to the same extent as mandated in the Program
Supplement, unless State agrees otherwise in writing. Vehicles acquired as part
of Project, including, but not limited to, buses, vans, rail passenger equipment,
shall be dedicated to that public transportation use for their full economic life
cycle, which, for the purpose of this Agreement, will be determined in
accordance with standard national transit practices and applicable rules and
guidelines, including any extensions of that life cycle achievable by
reconstruction, rehabilitation or enhancements. The exceptions to this section are
outlined below:
a. Except as otherwise set forth in this Section, State, or any other State-
assignee public body acting on behalf of the CTC, shall be entitled to a refund or
credit (collectively the Credit), at State's sole option, equivalent to the
proportionate Project funding participation received by Recipient from State if
Recipient, or a sub-recipient, as applicable, (i) ceases to utilize Project for the
original intended public transportation purposes or (ii) sells or transfers title to or
control over Project. If federal funds (meaning only those federal funds received
directly by Recipient and not federal funds derived through or from the State)
have contributed to the Project, Recipient shall notify both State and the original
federal source of those funds of the disposition of the Project assets or the
intended use of those sale or transfer receipts.
b. State shall also be entitled to an acquisition credit for any future
purchase or condemnation of all or portions of Project by State or a designated
representative or agent of State.
c. The Credit due State will be determined by the ratio of State's funding
when measured against the Recipient's funding participation (the Ratio). For
purposes of this Section, the State's funding participation includes federal funds
derived through or from State, That Ratio is to be applied to the then present fair
market value of Project property acquired or constructed as provided in (d) and
(e) below.
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d. For Mass Transit vehicles, this Credit [to be deducted from the then
remaining equipment value] shall be equivalent to the percentage of the full
extendable vehicle economic life cycle remaining, multiplied by the Ratio of
funds provided for that equipment acquisition. For real property, this same
funding Ratio shall be applied to the then present fair market value, as
determined by State, of the Project property acquired or improved under this
Agreement.
e. Such Credit due State as a refund shall not be required if Recipient
dedicates the proceeds of such sale or transfer exclusively to a new or
replacement State approved public transit purpose, which replacement facility
or vehicles will then also be subject to the identical use restrictions for that new
public purpose and the Credit ratio due State should that replacement project or
those replacement vehicles cease to be used for that intended described pre-
approved public transit purpose.
In determining the present fair market value of property for
purposes of calculating State's Credit under this Agreement, any real property
portions of the Project site contributed by Recipient shall not be included. In
determining State's proportionate funding participation, State's contributions to
third parties (other than Recipient) shall be included if those contributions are
incorporated into the Project.
ii. Once State has received the Credit as provided for above
because Recipient, or a sub-recipient, as applicable, has (a) ceased to utilize the
Project for the described intended public transportation purpose(s) for which
State funding was provided and State has not consented to that cessation of
services or (b) sold or transferred title to or control over Project to another party
(absent State approval for the continued transit operation of the Project by that
successor party under an assignment of Recipient's duties and obligations),
neither Recipient, subrecipient, nor any party to whom Recipient or subrecipient,
as applicable, has transferred said title or control shall have any further obligation
under this Agreement to continue operation of Project and/or Project facilities for
those described public transportation purposes, but may then use Project and/or
any of its facilities for any lawful purpose.
iii. To the extent that Recipient operates and maintains
Intermodal Transfer Stations as any integral part of Project, Recipient shall
maintain each station and all its appurtenances, including, but not limited to,
restroom facilities, in good condition and repair in accordance with high
standards of cleanliness (Public Utilities Code section 99317.8). Upon request of
State, Recipient shall also authorize State-funded bus services to use those stations
and appurtenances without any charge to State or the bus operator. This
permitted use will include the placement of signs and informational material
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designed to alert the public to the availability of the State-funded bus service (for
the purpose of this paragraph, "State-funded bus service" means any bus service
funded pursuant to Public Utilities Code section 99316).
G. Disputes
Parties shall develop a mutually agreed upon issue resolution process, as described
below, and issues between the Parties are to be resolved in a timely manner. The
Parties agree to the following:
1. If the Parties are unable to reach agreement on any particular issue relating
to either Parties' obligations pursuant to this Agreement, the Parties agree to
promptly follow the issue resolution process as outlined below:
a. The Department's project manager and the Recipient's equivalent
may initiate the process of informal dispute resolution by providing the other Party
with written notice of a dispute. The written notice shall provide a clear statement
of the dispute and shall refer to the specific provisions of this Agreement or
Program Supplement that pertain to the dispute. The Department's project
manager and the Recipient's equivalent shall meet and attempt to resolve the
dispute within five days from the written notice. If the dispute is resolved, the
Parties shall create and sign a short description of the facts and the resolution that
was agreed upon by the Parties.
b. If the dispute is not resolved by the fifth day from the written notice,
the Department's senior project manager and the Recipient's equivalent shall
meet and review the dispute within five days. The Department's senior project
manager and the Recipient's equivalent manager shall attempt to resolve the
dispute within ten days of their initial meeting. If the dispute is resolved, the Parties
shall create and sign a short description of the facts and the resolution that was
agreed upon by the Parties.
c. If the dispute is not resolved by the tenth day, the Department's
Director or his designee and the Recipient's equivalent manager shall meet and
review the dispute within five days. The Department's Director or his designee and
the Recipient's equivalent manager shall attempt to resolve the dispute within ten
days of the initial meeting. If the dispute is resolved, the Parties shall create and
sign a short description of the facts and the resolution that was agreed upon by
the Parties. If the dispute is not resolved by the tenth day by the Department's
Director or his designee and the Recipient's equivalent manager, the Parties shall
submit the matter to the Secretary of CaISTA for a final administrative
determination.
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H. Hold Harmless and Indemnification
1 . Neither State nor any officer or employee thereof shall be responsible for
any damage or liability occurring by reason of anything done or omitted to be
done by Recipient, its agents and contractors under or in connection with any
work, authority, or jurisdiction delegated to Recipient under this Agreement or any
Program Supplement or as respects environmental clean-up obligations or duties
of Recipient relative to Project. It is also understood and agreed that, Recipient
shall fully defend, indemnify and hold the CTC and State and their officers and
employees harmless from any liability imposed for injury and damages or
environmental obligations or duties arising or created by reason of anything done
or imposed by operation of law or assumed by, or omitted to be done by
Recipient under or in connection with any work, authority, or jurisdiction
delegated to Recipient under this Agreement and all Program Supplements.
2. Recipient shall indemnify, defend and hold harmless State, the CTC and the
State Treasurer relative to any misuse by Recipient of State funds, Project property,
Project generated income or other fiscal acts or omissions of Recipient.
I. Labor Code Compliance
Recipient shall include in all subcontracts awarded using Project funds, when
applicable, a clause that requires each subcontractor to comply with California
Labor Code requirements that all workers employed on public works aspects of
any project (as defined in California Labor Code §§ 1720-1815) be paid not less
than the general prevailing wage rates predetermined by the Department of
Industrial Relations as effective the date of Contract award by the Recipient.
J. Non-Discrimination Clause
1 . In the performance of work under this Agreement, Recipient, its
contractor(s) and all subcontractors, shall not unlawfully discriminate, harass or
allow harassment against any employee or applicant for employment because
of sex, race, color, ancestry, religious creed, national origin, physical disability,
mental disability, medical condition, age, marital status, family and medical care
leave, pregnancy leave, and disability leave. Recipient, its contractor(s) and all
subcontractors shall ensure that the evaluation and treatment of their employees
and applicants for employment are free from such discrimination and
harassment. Recipient, its contractor(s) and all subcontractors shall comply with
the provisions of the Fair Employment and Housing Act (Government Code
section 12900 et seq.), and the applicable regulations promulgated thereunder
(California Code of Regulations, Title 2, section 7285 et seq.). The applicable
regulations of the Fair Employment and Housing Commission implementing
Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2
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of the California Code of Regulations, are incorporated into this Agreement by
reference and made a part hereof as if set forth in full.
2. Each of the Recipient's contractors, subcontractors, and/or subrecipients
shall give written notice of their obligations under this clause to labor organizations
with which they have collective bargaining or other labor agreements. The
Recipient shall include the non-discrimination and compliance provisions hereof
in all contracts and subcontracts to perform work under this Agreement.
3. Should federal funds be constituted as part of Project funding or
compensation received by Recipient under a separate Contract during the
performance of this Agreement, Recipient shall comply with this Agreement and
with all federal mandated contract provisions as set forth in that applicable
federal funding agreement.
4. Recipient shall include the non-discrimination and compliance provisions of
this clause in all contracts and subcontracts to perform work under this
Agreement.
5. The Recipient shall comply with the nondiscrimination program
requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR 21
(Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation—Effectuation of Title VI of The Civil Rights Act of 1964) and 23 CFR
Part 200 (Title VI Program and Related Statutes—Implementation and Review
Procedures) are made applicable to this Agreement by this reference. Wherever
the term "Contractor" appears therein, it shall mean the Recipient.
6. The Recipient shall permit, and shall require that its contractors,
subcontractors, and subrecipients will permit, access to all records of
employment, employment advertisements, application forms, and other
pertinent data and records by the State Fair Employment Practices and Housing
Commission or any other agency of the State of California designated by
Department to investigate compliance with this Section J.
K. State Fire Marshal Building Standards Code
The State Fire Marshal adopts building standards for fire safety and panic
prevention. Such regulations pertain to fire protection design and construction,
means of egress and adequacy of exits, installation of fire alarms, and fire
extinguishment systems for any State-owned or State-occupied buildings per
section 13108 of the Health and Safety Code. When applicable, Recipient shall
request that the State Fire Marshal review Project PS&E to ensure Project
consistency with State fire protection standards.
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L. Americans with Disabilities Act
By signing this Master Agreement, Recipient assures State that Recipient shall
comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits
discrimination on the basis of disability, as well as all applicable regulations and
guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.).
M. Access for Persons with Disabilities
Disabled access review by the Department of General Services (Division of the
State Architect) is required for all publicly funded construction of buildings,
structures, sidewalks, curbs and related facilities. Recipient will award no
construction contract unless Recipient's plans and specifications for such facilities
conform to the provisions of sections 4450 and 4454 of the California Government
Code, if applicable. Further requirements and guidance are provided in Title 24
of the California Code of Regulations.
N. Disabled Veterans Program Requirements
1 . Should Military and Veterans Code sections 999 et seq. be applicable to
Recipient, Recipient will meet, or make good faith efforts to meet, the 3% Disabled
Veterans Business Enterprises goals (or Recipient's applicable higher goals) in the
award of every contract for Project work to be performed under these this
Agreement.
2. Recipient shall have the sole duty and authority under this Agreement and
each Program Supplement to determine whether these referenced code
sections are applicable to Recipient and, if so,whether good faith efforts asserted
by those contractors of Recipient were sufficient as outlined in Military and
Veterans Code sections 999 et seq.
o. Environmental Process
Completion of the Project environmental process ("clearance") by Recipient
(and/or State if it affects a State facility within the meaning of the applicable
statutes) is required prior to requesting Project funds for right-of-way purchase or
construction. No State agency may request funds nor shall any State agency,
board or commission authorize expenditures of funds for any Project effort, except
for feasibility or planning studies, which may have a significant effect on the
environment unless such a request is accompanied with all appropriate
documentation of compliance with or exemption from the California
Environmental Quality Act (CEQA) (including, if as appropriate, an environmental
impact report, negative declaration, or notice of exemption) under California
Public Resources Code section 21080(b) (10), (11), and (12) provides an
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exemption for a passenger rail project that institutes or increases passenger or
commuter services on rail or highway rights-of-way already in use.
P. Force Majeure
Each party will be excused from performance of its obligations where such non-
performance is caused by any extraordinary event beyond its reasonable control,
such as any non-appealable order, rule or regulation of any federal or state
governmental body, fire, flood, earthquake, storm, hurricane or other natural
disaster, epidemic, pandemic, war, invasion, act of foreign enemies, hostilities
(regardless of whether war is declared), civil war, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, blockage, embargo, labor dispute, strike,
lockout or interruption, provided that the party excused hereunder shall use all
reasonable efforts to minimize its non-performance and to overcome, remedy or
remove such event in the shortest practical time.
Should a force majeure event occur which renders it impossible for a period of
forty-five (45) or more consecutive days for either party to perform its obligations
hereunder, the Parties agree to negotiate in good faith to amend the existing
Master Agreement or Supplemental Agreement to deal with such event and to
seek additional sources of funding to continue the operation of the Service.
ARTICLE IV — MISCELLANEOUS PROVISIONS
Section 1. Miscellaneous Provisions
A. Successor Acts
All statutes cited herein shall be deemed to include amendments to and
successor statutes to the cited statues as they presently exist.
B. Successor and Assigns to the Parties
Neither this Agreement nor any right, duty or obligation hereunder may be
assigned, transferred, hypothecated or pledged by any party without the express
written consent of the other party; provided, that unless otherwise expressly
required herein, a party shall not be obligated to obtain the written consent of
the other party with respect to any contract related to the Service for the provision
of goods and/or services to the contracting party in the ordinary course of
business.
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C. Notice
Any notice which may be required under this Agreement shall be in writing, shall
be effective when received, and shall be given by personal service, or by certified
or registered mail, return receipt requested, to the addresses set forth below, or to
such other addresses as may be specified in writing and given to the other party
in accordance herewith.
If given to the Department:
State of California
Department of Transportation
Division of Local Assistance
P.O. Box 942874
Sacramento, CA 994274-0001
Attention: Division of Local Assistance, TIRCP Contract Manager, Mail Stop
39
with a copy to:
California State Transportation Agency
915 Capitol Mall Suite 350 B
Sacramento, CA 95814
If given to the Recipient:
City of Santa Ana
20 Civic Center Plaza, M-36
Santa Ana, 92701
Attention: Nabil Saba, Executive Director of Public Works
D. Amendment
This Agreement may not be changed, modified, or amended except in writing,
signed by the parties hereto, and approved in advance in writing by the
Secretary, and any attempt at oral modification of this Agreement shall be void
and of no effect.
E. Representation and Warranties of the Parties
1. Recipient hereby represents and warrants to the Department that:
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a. Recipient is in good standing under applicable law, with all requisite
power and authority to carry on the activities for which it has been organized and
proposed to be conducted pursuant to this Agreement.
b. Recipient has the requisite power and authority to execute and
deliver this Agreement and to carry out its obligations hereunder. The execution
and delivery of this Agreement by such entity, the performance by it of its
obligations thereunder and the consummation of the transactions contemplated
thereby have been duly authorized by the governing board of such entity and no
other proceedings are necessary to authorize this Agreement or to consummate
the transactions contemplated thereby. The Agreement have been duly and
validly executed and delivered by such entity and constitute valid and binding
obligations of such entity, enforceable against it in accordance with their terms,
except to the extent that such enforceability may be subject to bankruptcy,
insolvency, reorganization, moratorium or other laws now or hereinafter in effect
relating to the creditor's rights and the remedy of specific enforcement and
injunctive and other forms of equitable relief, and may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefore may be brought.
c. Neither the execution and delivery of this Agreement and the
performance of its obligations thereunder nor the consummation of the
transactions contemplated thereby will (i) conflict with or result in a breach of any
provision of any agreement to which Recipient is a party; (ii) violate any write,
order, judgment, injunction, decrees, statute, rule or regulation of any court or
governmental authority applicable to such entity or its property or assets.
2. The Department does hereby represent and warrant with respect to each
provision of this Agreement to the Recipient that:
a. It validly exists with all requisite power and authority to carry on the
activities proposed to be conducted pursuant to this Agreement.
b. It has the requisite power and authority to execute and deliver this
Agreement and to carry out its obligations thereunder. The execution and
delivery of this Agreement, the performance by it of its obligations thereunder and
the consummation of the transactions contemplated thereby have been duly
authorized and no other proceedings are necessary to authorize this Agreement
or to consummate the transactions contemplated thereby. The agreement have
been duly and validly executed and delivered by it and constitute valid and
binding obligations, enforceable against it in accordance with their terms, except
to the extent that such enforceability may be subject to bankruptcy, insolvency,
reorganization, moratorium or other laws now or hereinafter in effect relating to
creditor's rights and other forms of equitable relief, and may be subject to
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equitable defenses and to the discretion of the court before which any
proceeding therefore may be brought.
c. Neither the execution and delivery of this Agreement and the
performance of its obligations thereunder nor the consummation of the
transactions contemplated thereby will (i) conflict with or result in a breach of any
provision of any agreement to which the Recipient is a party; (ii) violate any writ,
order, judgment, injunction, decree, statute, rule or regulation of any court or
governmental authority applicable to such entity or its property or assets.
F. Construction, Number, Gender and Captions
The Agreement have been executed in the State of California and shall be
construed according to the law of said State. Numbers and gender as used
therein shall be construed to include that number and/or gender which is
appropriate in the context of the text in which either is included. Captions are
included therein for the purposes of ease of reading and identification. Neither
gender, number nor captions used therein shall be construed to alter the plain
meaning of the text in which any or all of them appear.
G. Complete Agreement
This Agreement, including Appendices, constitutes the full and complete
agreement of the parties, superseding and incorporating all prior oral and written
agreements relating to the subject matter of this Agreement. All attached
Appendices A and B are hereby incorporated and made an integral part of this
Agreement by this reference.
H. Partial Invalidity
If any part of this Agreement is determined to be invalid, illegal or unenforceable,
such determination shall not affect the validity, legality or enforceability of any
other part of this Agreement and the remaining parts of this Agreement shall be
enforced as if such invalid, illegal or unenforceable part were not contained
herein.
Conflicts
To the extent that any provision of or requirement of this Agreement may conflict
with a provision or requirement of any other agreement between the parties
hereto, or between a party hereto and any other party, which is attached to this
Agreement as an appendix, the priority of agreements shall be employed to
resolve such conflict. In the event of a conflict, the Master Agreement controls
the Program Supplement and any further Amendments.
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J. Counterparts
This Agreement may be executed in one or more counterparts and may include
multiple signature pages, all of which shall be deemed to be one instrument.
Copies of this Agreement may be used in lieu of the original.
K. Governing Law
The Agreement shall be governed by and construed in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officers.
STATE OF CALIFORNIA CITY OF SANTA ANA
DEPARTMENT OF TRANSPORATION
il
BY: BY: _'__
Ann Fox Alvaro Nunez •
Acting Deputy Director, Planning City Manager
and Modal Programs
DATE: DATE: l `J/ Z
APPROVED AS TO FORM AND PROCEDURE
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
BY:
Deputy Attorney
DATE:
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ATTEST: CITY OF SA A AN
ennifer L. all Alvaro Nunez
erk City Manager
APPROVED AS TO FORM:
SONIA R. CAVALHO
City Attorne
By:
NATHAN MARTINEZ
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Digitally signed by Nabil Saba
Nabil Saba Date:2024.11.27 09:22:39
-08'00'
NABIL SABA, P.E.
Executive Director
Public Works
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City of Santa Ana
Master Agreement No. 64SantaAnaMA
APPENDIX A
TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION
(INSERT GUIDELINES AND DEPARTMENT DELEGATION)
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City of Santa Ana
Master Agreement No. 64SantaAnaMA
APPENDIX B
RECIPIENT'S RESOLUTION
(INSERT AGENCY BOARD RESOLUTION)
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