HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (19) - 2008A-2008-255
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COOPERATIVE AGREEMENT NO. C-8-1157
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
CITY OF SANTA ANA FIXED-GUIDEWAY PROJECT
THIS AGREEMENT, is effective this day ofJ p , 2008, by and between
the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange,
California 92863-1584, a public corporation of the State of California (hereinafter referred to as
"AUTHORITY"), and the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92701, a municipal corporation (hereinafter referred to as "CITY").
RECITALS:
WHEREAS, the City of Santa Ana Fixed Guideway project (hereinafter, "SANTA ANA
GUIDEWAY") proposes to construct and operate a fixed guideway system linking the Santa
Ana Regional Transportation Center to Harbor Boulevard in the City of Garden Grove which
includes the use of the Pacific Electric Right-of-Way; and
WHEREAS, the SANTA ANA GUIDEWAY was approved in concept by the Santa Ana
City Council on March 3, 2008 as a fixed guideway system; and
WHEREAS, necessary steps in securing federal and state funding for the SANTA ANA
GUIDEWAY would include meeting environmental compliance through the National
Environmental Policy Act (hereinafter, "NEPA") and the California Environmental Quality
Action (hereinafter, "CEQA"); and
WHEREAS, the CITY and the AUTHORITY have agreed that an Alternatives Analysis
shall be prepared for the SANTA ANA GUIDEWAY; and
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WHEREAS, the Alternatives Analysis, NEPA compliance, CEQA compliance, and
associated detailed planning, project management and conceptual engineering for the SANTA
ANA GUIDEWAY shall be referred to as PROJECT for the purposes of this Cooperative
Agreement; and
WHEREAS, this Cooperative Agreement (hereinafter, "AGREEMENT") defines the
specific terms, conditions, and roles and responsibilities between the AUTHORITY and CITY
for completion of the PROJECT; and
.WHEREAS, the AUTHORITY and CITY estimate the PROJECT shall cost up to Six
Million ($6,000,000.00) for Alternatives Analysis and NEPA and CEQA environmental
compliance including associated detailed planning and conceptual engineering; and
WHEREAS, for purposes of this AGREEMENT, Alternatives Analysis shall be defined,
consistent with the guidelines adopted by the Federal Transit Administration, as the local forum
for evaluating the costs, benefits, and impacts of a range of transportation alternatives
designed to address mobility problems and other locally-identified objectives in a defined
transportation corridor, and for determining which particular investment strategy should be
advanced for more focused study and development; and
WHEREAS, the AUTHORITY's Board of Directors on May 12, 2008 authorized funding
from the Go Local program in an amount not to exceed Five Million, Nine Hundred Thousand
Dollars ($5,900,000.00) to be matched by One Hundred Thousand Dollars ($100,000.00) of
CITY funds for the PROJECT; and
WHEREAS, the AUTHORITY will reimburse the CITY for actual costs of the
PROJECT up to a maximum obligation of $5.9 million consistent with AUTHORITY approval
of the following milestones: (hereinafter, "PROJECT MILESTONES") completion of the
Alternatives Analysis, including technical studies, approval and adoption of the Locally
Preferred Alternative by CITY Council, and completion of draft environmental documents;
and
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NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY
as follows:
ARTICLE 1. COMPLETE AGREEMENT
AGREEMENT, including all exhibits and documents incorporated herein and made
applicable by reference, constitutes the complete and exclusive statement of the terms and
conditions of the Agreement between AUTHORITY and CITY concerning the PROJECT and
supersedes all prior representations, understandings, and communications between the
parties. The above-referenced Recitals are true and correct and are incorporated by reference
herein.
ARTICLE 2. RESPONSIBILITES OF AUTHORITY
AUTHORITY agrees to the following responsibilities for the PROJECT:
A. To approve scope, schedule and budget proposed by CITY for each
PROJECT MILESTONE within 30 days by AUTHORITY staff.
B. To reimburse CITY monthly up to an amount not-to-exceed Five Million, Nine
Hundred Thousand Dollars ($5,900,000.00) for actual eligible costs for the PROJECT
consistent with PROJECT MILESTONE approval.
C. To approve each PROJECT MILESTONE prior to CITY's advancement to
subsequent PROJECT MILESTONE. Approval will be subject to action by AUTHORITY
Board of Directors and is anticipated to require 30-60 days. Upon CITY's completion of
PROJECT, evaluate the Alternatives Analysis, including technical studies, and draft EIR/EA
in anticipation of CITY's request for advancement into Step Three of the Go Local Program.
D. To reimburse for actual eligible costs upon AUTHORITY approval of PROJECT
MILESTONES including consultant contracts and project management oversight (including
consultant contracts and/or CITY staff) which shall not exceed 15 percent of actual
expenditures.
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E. To participate in PROJECT team meetings and review and comment on
Alternatives Analysis, environmental documents, and detailed planning and conceptual
engineering prepared by CITY within two weeks of receiving such documents.
F. To pay CITY in a timely manner upon receipt of an acceptable invoice for costs
for the PROJECT.
G. To work cooperatively with CITY to amend both the Regional Transportation
Plan and the Regional Transportation Improvement Program as required for the PROJECT.
H. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers,
directors, employees, and agents from and against any and all claims (including attorney's
fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily
injuries, including death, damage to or loss of use of property caused by the negligent acts,
omissions, or willful misconduct by AUTHORITY, its officers, directors, employees, or agents in
connection with or arising out of the performance of this Agreement.
ARTICLE 3. AUDIT AND INSPECTION
CITY shall maintain a complete set of records in accordance with generally accepted
accounting principles and in accordance with Orange County Local Transportation Authority
Ordinance Number 2: The Revised Traffic Improvement and Growth Management Ordinance.
The original records shall be maintained within the CITY limits. Upon reasonable notice, CITY
shall permit the authorized representatives of the AUTHORITY to inspect and audit all work,
materials, payroll, books, accounts and other data and records of CITY for a period of not less
than four (4) years after final payment, or until any on-going audit is completed whichever is
longer. For purposes of audit, the date of completion of this Agreement shall be the date of
AUTHORITY's payment for CITY's final billing (so noted on the invoice) under this Agreement.
AUTHORITY shall also have the right to reproduce any documents related to this Agreement
by whatever means necessary.
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ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities for the PROJECT:
A. To act as the lead agency for the PROJECT and to ensure compliance with all
terms and conditions set forth in any applicable policies including, but not limited to, the
Alternatives Analysis, the National Environmental Protection Act (NEPA), and the State of
California Environmental Quality Act (CEQA), including associated detailed planning and
conceptual engineering.
B. To provide eligible local matching funds of One Hundred Thousand Dollars
($100,000) for the PROJECT to be expended in advance of AUTHORTY reimbursement, and
to provide all the additional local funds if the total PROJECT costs exceed Six Million Dollars
($6,000,000).
C. To act as lead agency to secure consultant services to prepare the PROJECT.
D. To be responsible for the review and oversight of all third party preparation and
submission of documents related to the PROJECT.
E. To evaluate a minimum of five alternatives for the PROJECT including a no-
build/baseline alternative, a bus alternative operating in mixed flow/general purpose lanes, a
bus alternative operating in a dedicated guideway, a rail alternative operating in a dedicated
guideway and a rail system operating in general purpose lanes consistent with AUTHORITY
approved Go Local program criteria. The no-build/baseline alternative modeling
assumptions will be reviewed and approved by the AUTHORITY.
F. To obtain all required reviews, clearances, permits, licenses, and approvals from
all applicable agencies for the PROJECT.
G. To consider potential requirements imposed by the Public Utilities Commission in
PROJECT development.
H. To provide monthly updates to the AUTHORITY on status of PROJECT
development, including project overview, detailed planning, alternatives analysis,
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environmental analysis, public outreach, schedule and anticipated activities for the following
month. Report must be submitted within thirty (30) days of end of month in a format approved
by the AUTHORITY.
I. To conduct regular PROJECT development team meetings and notify OCTA of
such meetings.
J. To submit PROJECT MILESTONES to AUTHORITY for approval to advance
into subsequent PROJECT MILESTONE.
K. To submit to AUTHORITY for approval PROJECT MILESTONE scope,
schedule and budget.
L. To cooperate fully with AUTHORITY staff and its representatives during the
PROJECT.
M. Invoices for all work performed on PROJECT shall be submitted by CITY on a
monthly basis and shall be submitted in duplicate to AUTHORITY's Accounts Payable
department. Each CITY invoice shall include the following information:
1. Agreement Number C-8-1157;
2. The time period covered by the invoice;
3. Monthly Progress Report, which includes a detailed description of the progress
of the PROJECT;
4. Total monthly invoice amount; and
5. Such other information as requested by AUTHORITY.
N. If CITY contracts for consultant services to perform any or all portion of
PROJECT then CITY shall be responsible for payment to consultant for services rendered and
then seek reimbursement from AUTHORITY as part of this AGREEMENT. CITY shall be
responsible for reviewing consultant's invoice for accuracy, terms, and completeness.
O. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers,
directors, employees, and agents from and against any and all claims (including attorney's
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fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily
injuries, including death, damage to or loss of use of property caused by the negligent acts,
omissions, or willful misconduct by CITY, its officers, directors, employees, agents, or
consultants in connection with or arising out of the performance of this Agreement.
ARTICLE 6. IT IS MUTUALLY UNDERSTOOD AND AGREED:
All parties agree to the following mutual responsibilities regarding PROJECT:
A. This Agreement shall continue in full force and effect through acceptance of final
Alternatives Analysis, and draft final NEPA, and CEQA documents, including associated
detailed planning and conceptual engineering of PROJECT by AUTHORITY or 24 months
from the effective date of this Agreement, whichever is sooner. This Agreement may only be
extended upon written mutual agreement by both parties.
B. This Agreement may be amended in writing at any time by the mutual consent of
both parties. No amendment shall have any force or effect unless executed in writing by both
parties.
C. The persons executing this Agreement on behalf of the 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 the provisions of this
18 ~ ~ Agreement.
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D. All notices hereunder and communications regarding the interpretation of the
terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered, or certified mail and
addressed as follows:
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To CITY: To AUTHORITY:
Executive Director Orange County Transportation Authority
Public Works Agency
City of Santa Ana 550 South Main Street
20 Civic Center Plaza (M-21) P. O. Box 14184
P.O. Box 1988 Orange, CA 92863-1584
Santa Ana, CA 92702-1988
Attention: James G. Ross Attention: Jennifer Bergener
E. The headings of all sections of this Agreement are inserted solely for the
convenience of reference and are not part of and not intended to govern, limit, or aid in the
construction or interpretation of any terms or provision thereof.
F. The provision of this Agreement shall bind and inure to the benefit of each of the
parties hereto and all successors or assigns of the parties hereto.
G. If any term, provision, covenant, or condition of this Agreement is held to be
invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction,
the remainder to this Agreement shall not be affected thereby, and each term, provision,
covenant or condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
H. This Agreement may be executed and delivered in any number of counterparts,
each of which, when executed and delivered shall be deemed an original and all of which
together shall constitute the same agreement. Facsimile signatures will be permitted.
I. Neither this Agreement, nor any of a Party's rights, obligations, duties, or
authority hereunder may be assigned in whole or in part by either Party without the prior
written consent of the other Party. Any such attempt of assignment shall be deemed void and
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of no force and effect. Consent to one assignment shall not be deemed consent to any
subsequent assignment, nor the waiver of any right to consent to such subsequent
assignment.
J. Either party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an
unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood,
acts of God, commandeering of material, products, plants or facilities by the federal, state or
local government, national fuel shortage, or a material act or omission by the other party, when
satisfactory evidence of such cause is presented to the other party, and provided further that
such nonperformance is unforeseeable, beyond the control and is not due to the fault or
negligence of the party not performing.
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This Agreement shall be made effective upon execution by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
No. C-8-1157 to be executed on the date first above written.
CITY F SANT NA ORANGE COUNTY TRANSPORTATION
AUTHORITY C~~ (~
B . ! By. t .
DAVID N. REAM Arthur T. Leahy
Chief Executive Officer
City Manager
ATT
PATRICIA E. HEALY
Clerk of the Council
APPRO D AS TO FORM
By:
Kennard R. Smart, Jr.
General Counsel
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
Lisa E. Storck
Assistant City Attorney
Dated:
~-
~u'
AP
By
Kia Mortazavi, Executive Director
Dated: ~~-~~~-0~
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