HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (20) - 2009
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A-2009-161
COOPERATIVE AGREEMENT NO. C-9-0823
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
SANTA ANA REGIONAL TRANSPORTATION CENTER EXPANSION
THIS AGREEMENT is effective this J -0 day of YY\r:.J....LA/
c
between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184,
2010, by and
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, M-21, California 92702, a
municipal corporation (hereinafter referred to as "CITY").
REelT ALS:
WHEREAS, the AUTHORITY's Board of Directors, on April 27, 2009, approved funding
providing $2,655,900 of RSTP funds and $344,100 of M1 Transit Funds for a total of $3,000,000;
and
WHEREAS, AUTHORITY and the CITY desire to enter into a Cooperative Agreement to
define the roles and responsibilities related to funding between the AUTHORITY and CITY for the
planning, preliminary engineering and environmental evaluation work associated with the proposed
expansion of the Santa Ana Regional Transportation Center and the Santa Ana Boulevard Grade
Separation; (hereinafter referred to as "PROJECT"); and
WHEREAS, CITY is an eligible recipient of Federal funding under the Regional
. Transportation Surface Program (RSTP) and the PROJECT is eligible for RSTP funding; and
WHEREAS, AUTHORITY and CITY agree that 50% of the RSTP funding will be provided
through Caltrans and Federal Highway Administration (FHWA) authorization is required following
the AUTHORITY's amendment to the Regional Transportation Improvement Program (RTIP), and in
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AGREEMENT NO. C-9-0823
order to proceed or commence each phase of PROJECT for performance under this Agreement;
2 and
3 WHEREAS, AUTHORITY and CITY agree that 50% of the RSTP funding will be provided
4 through the AUTHORITY and Federal Transit Administration (FTA) authorization is required
5 following the AUTHORITY's amendment to the Regional Transportation Improvement Program
6 (RTIP), and in order to proceed or commence each phase of PROJECT for performance under this
7 Agreement; and
8 WHEREAS, AUTHORITY and CITY agree that the CITY is the direct recipient for 50% of
9 RSTP funds through Caltrans and that the AUTHORITY is the direct recipient for 50% of RSTP
10 funds through the FT A ; and
11 WHEREAS, CITY and AUTHORITY agree that the total full funding for this phase of the
12 PROJECT including planning, preliminary engineering and environmental evaluation shall be Three
13 Million Dollars ($3,000,000) in accordance with the funding schedule shown as Exhibit 1, which is
14 attached herein and incorporated by reference; and
15 WHEREAS, CITY agrees to act as lead agency for planning, preliminary engineering and
16 environmental clearance of said PROJECT; and
17 WHEREAS, this Cooperative Agreement defines the specific terms and conditions and
18 funding responsibilities between AUTHORITY and CITY for completion of the PROJECT.
19 WHEREAS, the AUTHORITY's Board of Directors approved the Cooperative Agreement on
20 November 23, 2009; and
21 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
22 follows:
23 ARTICLE 1. COMPLETE AGREEMENT
24 A. This Agreement, including any exhibits and documents incorporated herein and made
25 applicable by reference, constitute the complete and exclusive statement of the terms and conditions
26 of this Agreement between AUTHORITY and CITY concerning funding of PROJECT. The above-
Page 2 of 12
AGREEMENT NO. C-9-0823
referenced Recitals are true and correct and are incorporated by reference herein.
2 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any
3 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
4 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s),
5 and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any
6 portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed
7 in writing by an authorized representative of AUTHORITY by way of a written amendment to this
8 Agreement and issued in accordance with the provisions of this Agreement.
9 ARTICLE 2. RESPONSIBILITIES OF AUTHORITY
10 AUTHORITY agrees to the following responsibilities for PROJECT:
11 A. AUTHORITY shall formally request on behalf of the CITY that the Southern California
12 Association of Governments (SCAG) amend the Regional Transportation Improvement Program (RTIP)
]3 to program Two Million Six Hundred Fifty Five Thousand Nine Hundred dollars ($2,655.900.00) in
14 accordance with the funding plan and schedule outlined in Exhibit 1, whereby AUTHORITY's
15 performance under this Agreement is contingent upon SCAG. FHWA, and FTA approval.
16 B. AUTHORITY agrees to remit to CITY Federal Funds in an amount not to exceed One
17 Million Three Hundred Twenty Seven Thousand Nine Hundred Fifty dollars ($1,327,950.00) and
]8 Measure M (M1) Transit funds in an amount not to exceed Three Hundred Forty Four Thousand One
19 Hundred dollars ($344,100.00) within thirty (30) days of receipt of an acceptable invoice up to one
20 hundred (100%) percent of eligible M1 and RSTP costs in accordance with funding schedule Exhibit 1.
2] Such costs shall not exceed the sum of One Million Six Hundred Seventy Two Thousand and Fifty
22 dollars ($1,672,050.00), subject to federal appropriations, from October 1,2009 to March 31, 2010.
23 AUTHORITY shall not be obligated to pay for any amount beyond what has been identified in this
24 Article. Invoices submitted must comply with the requirements of Article 4 below.
25 C. AUTHORITY shall process any required RTIP amendments.
26 f
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AGREEMENT NO. C-9-oS23
ARTICLE 3 RESPONSIBILITIES OF CITY
2 CITY agrees to the following responsibilities for PROJECT:
3 A. CITY will act as the lead in developing a Santa Ana Regional Transportation Center
4 (SARTC) Master Plan and processing a Project Study Report for the Santa Ana Grade Separation
S Project. The scope of work for each project is as follows:
6 SARTC Master Plan: environmental evaluation, space needs study, on and off site parking
7 requirements, station area study for different transit modes, maintenance facility for fixed guideway,
8 circulation study for buses and vehicles, integration of land use and transportation (TOO
9 development), pedestrian access and circulation, Flyaway destination and ZIP car rental facility
10 studies.
11 Santa Ana Grade Separation: environmental evaluation, alignment study, preliminary
12 engineering, right-of -way impacts/ cost estimates, detour routing for vehicles and trains during
13 construction, access to SARTC, business and downtown during construction.
14 B. CITY is responsible for preparing and submitting all necessary Caltrans and/or FTA
15 required documentation.
16 C. CITY is responsible for submitting request for authorization to Caltrans for FHWA
17 administered RSTP funds no later than February 1, 2010.
18 D. City is responsible to ensure that the RSTP funding that is administered by FHWA is
19 obligated by May 31,2010.
20 E. CITY is responsible for completing the PROJECT in accordance with the funding
21 schedule (Exhibit 1), timely use of funds requirements, and to abide by all RSTP programming
22 guidelines and any and all other requirements of the federal, state, and Caltrans related to the
23 RSTP.
24 F. CITY is responsible for immediately notifying the AUTHORITY in writing of any
2S changes to the PROJECT schedule that would jeopardize funding of the PROJECT.
26 G. CITY agrees that the overall budget for this phase of the PROJECT is a not-to-
Page 4 of 12
AGREEMENT NO. C~9~0823
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exceed amount of Three Million Dollars ($3,000,000);
H. CITY agrees that any cost overruns shall be the responsibility of the CITY.
/. CITY agrees to provide AUTHORITY with quarterly summary reports of the CITY's
Project.
J. CITY will submit periodic invoices to the California Department of Transportation for
invoices related to the funding administered by FHWA. In addition, CITY shall submit final invoices
to the U.S. Department of Transportation within 180 days of PROJECT's completion and request the
due RSTP funds.
K. In addition to meeting the requirements of Article 3, paragraph D, City will submit
semi-annual report for the FHW A administered share of the project for the period of January 1
through June 30 due on July 31 of each year and for the period of July 1 through December 31 due
on January 31 of each year to AUTHORITY providing summary information that includes brief
summary of overall project progress, project schedule and adherence or deviations, project budget
by phase and by source, funds spent by source and RSTP funds reimbursed through Caltrans.
L. CITY will comply with all federal, state and local laws and regulations.
M. CITY agrees to comply with all FTA third party contracting laws and regulations
pursuant to FTA Circular 4220.1 F, including but not limited to federal, state, and local regulations in
any PROJECT related contract entered into by the CITY.
ARTICLE 4. REQUEST FOR REIMBURSEMENT
A. Not more frequently than once a month, CITY shall prepare and submit to AUTHORITY
an invoice for funds administered by the AUTHORITY. CITY's Reimbursement Invoice shall include
allowable Project costs incurred and paid for by CITY consistent with the Project's Scope of Work. The
Reimbursement Invoice submitted by CITY shall be signed by an authorized agent who can duly certify
the accuracy of the included information. Advance payments by AUTHORITY are not allowed.
B. Each Reimbursement Invoice will report the total of Project expenditures and will specify
the percent and amount of Federal Funds to be reimbursed. The Reimbursement Invoice shall be
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AGREEMENT NO. C-9-0823
accompanied by a detailed invoice describing all invoiced work completed.
2 C. Eligible Project costs are described in the Federal Grant and in the FTA guidelines.
3 D. The Reimbursement Invoice must be submitted on CITY's letterhead.
4 E. CITY should consult with AUTHORITY's Project Manager for questions regarding non-
s reimbursable expenses.
6 F. Total payments shall not exceed the Funding Amount specified in Article 2A above. No
7 Reimbursement Invoice will be processed by AUTHORITY after the Federal Grant termination date.
8 G. If any amounts paid to CITY are disallowed or not reimbursed by the FTA for any
9 reason, CITY shall remit to AUTHORITY the disallowed or non-reimbursed amount(s) within 30 days
10 from receipt of AUTHORITY's notice. All payments made by AUTHORITY hereunder are subject to the
11 audit provisions contained herein and within the Federal Grant.
12 H. CITY shall comply with and ensure that work performed under this Agreement is done
13 in compliance with all applicable provisions of federal, state and local laws. statutes, ordinances, rules,
14 regulations and procedural requirements, including without limitation, Federal Acquisition Regulations
15 (FAR) and the applicable requirements and regulations of AUTHORITY. CITY acknowledges
16 responsibility for obtaining copies of and complying with the terms of the most recent federal, state or
17 local laws and regulations and AUTHORITY requirements, including any amendments thereto.
18 f. Invoices for all work performed on the Santa Ana Regional Transportation Improvement
19 Program shall be submitted by CITY on a monthly basis and shall submitted in duplicate to
20 AUTHORITY's Accounts Payable department. Each CITY invoice shall include the following
21 information:
22 1. Agreement Number C-9-0823;
23 2. The time period covered by the invoice;
24 3. Monthly Progress Report which includes a detailed description of the progress of the
25 Santa Ana Regional Transportation Improvement Program;
26 4. Total monthly invoice amount; and
Page 6 of 12
AGREEMENT NO. C.9.0823
5. Such other information as requested by AUTHORITY.
2 ARTICLE 5. DELEGATED AUTHORITY
3 The actions required to be taken by CITY in the implementation of this Agreement are
4 delegated to its Director of Public Works or his designee and the actions required to be taken by
5 AUTHORITY in the implementation of this Agreement are delegated to its Chief Executive Officer.
6 ARTICLE 6. ORDER OF PRECEDENCE
7 Conflicting provisions hereof, if any, shall prevail in the following descending order of
8 precedence: (1) the provisions of this Agreement, including all exhibits; (2) all other documents, if
9 any, cited herein or incorporated by reference.
10 ARTICLE 7. INDEMNIFICATION
11 A. CITY shall indemnify. defend and hold harmless AUTHORITY, its officers, directors.
12 employees and agents from and against any and all claims (including attorney's fees and
13 reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including
14 death, damage to or loss of use of property caused by the negligent acts, omissions, or willful
15 misconduct by CITY, its officers, directors, employees, agents, subcontractors or suppliers in
16 connection with or arising out of the performance of this Cooperative Agreement.
17 B. CITY shall maintain adequate levels of Insurance, or self-insurance to assure full
18 indemnification of AUTHORITY.
19 ARTICLE 8. FUNDS AVAILABILITY
20 This Agreement will allow AUTHORITY to pass along the Federal Funds from the Federal
21 Grant to CITY. The Federal Funds are subject to the terms and conditions of this Agreement, the
22 Federal Grant, and the applicable requirements of AUTHORITY and the FT A. All funds are
23 contingent upon federal appropriation from October 1,2009 to March 31, 2010.
24 ARTICLE 9. FEDERAL. STATE AND LOCAL LAWS
25 CITY warrants that in the performance of this Agreement, it shall comply with all applicable
26 federal, state and local laws, statutes and ordinances and all lawful orders. rules and regulations
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AGREEMENT NO. C.9..Q823
promulgated there under.
2 ARTICLE 10. AUDIT AND INSPECTION OF RECORDS
3 CITY shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the
4 Comptroller General of the United States, or other agents of AUTHORITY, such access to CITY's
5 accounting books, records, payroll documents and facilities of the CITY which are directly pertinent
6 to this Agreement for the purposes of examining, auditing and inspecting all accounting books,
7 records, work data, documents and activities related hereto. CITY shall maintain such books,
8 records, data and documents in accordance with generally accepted accounting principles and shall
9 clearly identify and make such items readily accessible to such parties during CITY's performance
10 hereunder and for a period of four (4) years from the date of final payment by AUTHORITY.
11 AUTHORITY's right to audit books and records directly related to this Agreement shall also extend
12 to all first~tier subcontractors identified in this Agreement. CITY shall permit any of the foregoing
13 parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as
14 reasonably necessary.
15 ARTICLE 11. INCORPORATION OF FTA TERMS
16 All contractual provisions required by Department of Transportation (DOT), whether or not
17 expressly set forth in this document, as set forth in Federal Transit Administration (FTA) Circular
18 4220.1 F, as amended, are hereby incorporated by reference. Anything to the contrary herein
19 notwithstanding, all FT A mandated terms shall be deemed to control in the event of a conflict with
20 other provisions contained in this Agreement. CITY shall not perform any act, fail to perform any
21 act, or refuse to comply with any requests, which would cause AUTHORITY to be in violation of the
22 FT A terms and conditions.
23 ARTICLE 12. FEDERAL CHANGES
24 CITY shall at all times comply with all applicable FTA regulations, policies, procedures and
25 directives, including without limitation those listed directly or by reference in the agreement between
26 the AUTHORITY and FTA, as they may be amended or promulgated from time to time during this
Page 8 of 12
AGREEMENT NO. C-9-0823
Agreement. CITY's failure to comply shall constitute a material breach of contract.
2 ARTICLE 13. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
3 AUTHORITY and CITY acknowledge and agree that, notwithstanding any concurrence by
4 the Federal Government in or approval of the solicitation or award of the underlying Agreement,
5 absent the express written consent by the Federal Government, the Federal Government is not a
6 party to this Agreement and shall not be subject to any obligations or liabilities to the AUTHORITY,
7 CITY, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting
8 from the underlying Agreement. CITY agrees to include these requirements in all of its
9 subcontracts.
10 ARTICLE 14. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND
11 RELATED ACTs
12 A. CITY acknowledges that the provisions of the Program Fraud Civil Remedies Act of
13 1986, as amended, 31 U.S.C. 993801 et seq. and U.S. DOT regulations, "Program Fraud Civil
14 Remedies/' 49 C.F.R. Part 31, apply to its actions pertaining to this project. Accordingly, by signing
]5 this Agreement, CITY certifies or affirms the truthfulness and accuracy of any statement it has made,
]6 it makes, it may make, or causes to be made, pertaining to the underlying Agreement of the FTA
17 assisted project for which this Agreement's work is being performed. CITY also acknowledges that if
18 it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
19 certification, the Federal Government reserves the right to impose penalties of the Program Fraud
20 Civil Remedies Act of 1986 on the CITY to the extent the Federal Government deems appropriate.
21 B. CITY also acknowledges that if it makes, or causes to be made, a false, fictitious, or
22 fraudulent claim, statement, submission, or certification to the Federal Government under an
23 agreement connected with a project that is financed in whole or part with Federal assistance
24 awarded by FTA under the authority of 49 U.S.C. 95316/5317 et seq., the Government reserves the
25 right to impose the penalties of 18 U.S.C. 91001 and 49 U.S.C. 95316/5317(n) (1) et seq. on the
26 CITY, to the extent the Federal Government deems appropriate. CITY agrees to include this
Page 9 of 12
AGREEMENT NO. C~9~0823
requirement in all of its subcontracts.
2
ARTICLE 15. IT IS MUTUALLY UNDERSTOOD AND AGREED:
3
All parties agree to the following mutual responsibilities regarding PROJECT:
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A.
This Agreement shall continue in full force and effect through final acceptance of
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PROJECT by AUTHORITY or PROJECT close out date of December, 30 2011, or whichever is
later. This Agreement may only be extended upon mutual agreement by both parties.
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B.
This Agreement may be terminated by either party after giving thirty (30) days written
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notice in accordance with Federal Acquisition Regulations (FAR) Part 49-Termination of Contract.
This Agreement shall not be terminated without mutual agreement of both parties.
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C.
This Agreement may be amended in writing at any time by the mutual consent of both
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parties. No amendment shall have any force or effect unless executed in writing by both parties.
D. 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 Agreement.
E. 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:
City of Santa Ana Orange County Transportation Authority
P.O. Box 1988 550 South Main Street
P. O. Box 14184
Santa Ana, CA 92702 Orange, CA 92863-1584
Attention: Raul Godinez Attention: Venita Todd
Executive Director, Public Works Agency Senior Contract Administrator
cc. David Biondolillo, Project Manager cc: Roger M Lopez,
Manager, Local Measure M Programs
Tel: (714) 647-5603 Tel: (714) 560-5427; Fax: (714) 560-5734
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Page 10 of 12
AGREEMENT NO. C~9.0823
2
F. 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.
G. 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.
H. 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.
I. 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.
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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Page 11 of 12
AGREEMENT NO. C-9-0823
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This Agreement shall be effective upon execution by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-9-0823 to be
executed on the date first above written.
CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY
By: By:
__
Gavid N. F:eam Will Kempton
City Manager Chief Executive Officer
ATTEST:
By:
Maria D. Huizar
City Clerk
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
F,
r
By:
:aura Sheedy
Deputy City Attorney'
Dated:
APPROVED AS TO FORM:
By:
Kennard R. Smart, Jr.
General Counsel
APPROVAL R OM
f3y: _
Kia ortazavi
Executive Dire tor, Devel
Dated: 6 - 'z j f U
Page 12 of 12
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~~~ ~D DC DIRECT.ORS
~ Jerry Amante
~. ~, Chairman
Patricia Bates
~ -~ Vice Chairman
OCTA
Art Brown
Director
Peter Buffa
Director
Bill Campbell
Director
Carolyn V Cavecche
Director
William J Dalton
Director
Richard Dixon
Director
Paul G. Glaab
Director
Don Hansen
Director
Allan Mansoor
Director
John Moortach
Director
Janet Nguyen
Director
Curt Pnngle
Director
Miguel Pulido
Director
Gregory T Winterbottom
Director
Will Kempton
Chief Exe:::utive Officer
A-2009-161
April 28, 2010
Ms. Laura Sheedy
City Attorney's Office
City of Santa Ana
20 Civic Center Plaza, M-29
Santa Ana, CA 92702
SUBJECT: OCTA'S COOPERATIVE AGREEMENT NO. C-9-0823
Dear Ms. Sheedy:
Enclosed is one original of aCTA's Cooperative Agreement No. C-9-0823 for
review and signature.
Please execute the Coop Agreement where indicated, in blue ink and return the
original to Venita Todd as soon as possible to:
Venita Todd
Senior Contract Administrator - Capital Projects
OCTA
550 South Main Street
P.O. Box 14184
Orange, CA. 92863-1584
Should you have any contractual related questions, please feel free to contact
Venita Todd at (714) 560-5427 or bye-mail atvtodd@octa.net.
Julie Smith
Office Specialist
Contract Administration and Materials Management
Enclosure(s)
Send Via Federal Express
Orange County Transportation Authority
550 South Main Street / Po. Box 14184/ Orange / California 92863-1584/ (714) 560-0CTA (6282)