HomeMy WebLinkAboutORANGE COUNTY TRANSPORATION AUTHORITY (OCTA) - 2011A-2011-255
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COOPERATIVE AGREEMENT NO. C-1-3099
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
PROJECT DEVELOPMENT ACTIVITIES AND PRELIMINARY ENGINEERING OF
THE SANTA ANA AND GARDEN GROVE FIXED GUIDEWAY PROJECT
THIS AGREEMENT is effective this /51- day of `MrmarM 2012, 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, P.O. Box 1988, Santa Ana, California 92702, a
municipal corporation (hereinafter referred to as "CITY") (mutually referred to herein as "PARTIES"
or each individually as a "PARTY").
RECITALS:
WHEREAS, AUTHORITY and the CITY entered into Cooperative Agreement C-8-1157 on
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September 9, 2008, to define the specific terms and conditions, and roles and responsibilities for
completion of the Alternatives Analysis, conceptual engineering, detailed planning, project
management and state/federal environmental clearance for the Santa Ana/Garden Grove Fixed-
Guideway; and
WHEREAS, the AUTHORITY's Board of Directors on November 22, 2010, approved
Project "S" funding application and funding plan providing Four Million Four Hundred Thirty Three
Thousand Three Hundred Sixty Dollars ($4,433,360) of Section 5307 transit funds (80%) and
Five Hundred Fifty Four One Hundred Seventy Thousand Dollars ($554,170) or (10%) of
Renewed Measure M (hereinafter referred to as "M2") Project S funds for the project development
activities and the Preliminary Engineering Phase (as defined in Project "S" application, received by
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the AUTHORITY dated October 8, 2010) for the Santa Ana and Garden Grove Fixed Guideway
Corridor; (hereinafter referred to as "PROJECT"); and
WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement C-1-2447 on
May 20, 2011 to define the roles and responsibilities related to funding between the AUTHORITY
and CITY for the PROJECT; and
WHEREAS, on September 26, 2011, the AUTHORITY'S Board of Directors approved that
the AUTHORITY will serve as the Federal Transit Administration Grantee for the PROJECT and that
the CITY will serve as the sub-recipient; and
WHEREAS, AUTHORITY and the CITY desire to amend and restate and enter into an
amended and restated Cooperative Agreement that supersedes Cooperative Agreement C-1-2447
to define the roles and responsibilities related to funding between the AUTHORITY and CITY for the
PROJECT; and
WHEREAS, the CITY is acting on behalf of itself as well as its partner, the City of Garden
Grove, as the local agency lead for the PROJECT; and
WHEREAS, the AUTHORITY and the CITY agree that the terms and conditions of this
Agreement only apply to the project development and Preliminary Engineering as that term is
defined by the Federal Transit Administration and that if the Santa Ana/Garden Grove Fixed-
Guideway Project moves beyond the Preliminary Engineering PHASE, the AUTHORITY and the
CITY will be required to enter into additional agreements addressing, at a minimum, the roles and
responsibilities of the AUTHORITY and the CITY during design and construction of the Santa
Ana/Garden Grove Fixed-Guideway Project and the roles and responsibilities of the AUTHORITY
and the CITY relative to the operations and maintenance of the Santa Ana/Garden Grove Fixed-
Guideway Project after completion of construction; and
WHEREAS, the CITY has agreed to provide non federal funding in the amount of Five
Hundred Fifty Four Thousand One Hundred Seventy Dollars ($554,170) or (10%) as the required
local match for the PROJECT; and
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1 WHEREAS, the AUTHORITY is the designated grant recipient for Federal Transit
2 Administration (FTA) Section 5307 funds and will reimburse CITY for eligible expenditures,
3 contingent upon funds being approved by FTA; and
4 WHEREAS, AUTHORITY and CITY agree CITY must fulfill M2 eligibility requirements prior
5 to release of M2 funds; and
6 WHEREAS, CITY and AUTHORITY agree that the total full funding for the PROJECT
7 including project development activities and Preliminary Engineering shall be Five Million Five
8 Hundred Forty One Thousand Seven Hundred Dollars ($5,541,700) in accordance with EXHIBIT A
9 "FUNDING PLAN", attached hereto and incorporated by reference; and
10 WHEREAS, under the direction of the AUTHORITY, the CITY agrees to be responsible for
11 project development and Preliminary Engineering Phases of said PROJECT; and
12 WHEREAS, CITY and AUTHORITY are mutually desirous of advancing PROJECT and will
13 work cooperatively to identify potential funding sources to continue that effort; and
14 WHEREAS, CITY agrees to fulfill M2 Comprehensive Transportation Funding Program
15 Guidelines and FTA funding compliance and reporting requirements; and
16 WHEREAS, CITY and AUTHORITY agree if reimbursement procedures differ between M2
17 Comprehensive Transportation Funding Program and FTA reimbursement procedures, FTA
18 reimbursement procedures shall take precedence; and
19 WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding
20 responsibilities between AUTHORITY and CITY for completion of the PROJECT; and
21 WHEREAS, AUTHORITY's Board of Directors approved this Cooperative Agreement on
22 December 12, 2011.
23 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
24 follows:
25 /
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1 ARTICLE 1. COMPLETE AGREEMENT
2 A. This Agreement, including any attachments incorporated herein and made applicable
3 by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of
4 this agreement between AUTHORITY and CITY regarding the Parties roles and responsibilities in
5 the project development and Preliminary Engineering phase of the Santa Ana/Garden Grove Fixed-
6 Guideway Project. The invalidity in whole or in part of any term or condition of this Agreement shall
7 not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced
s Recitals are true and correct and are incorporated by reference herein.
9 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any
10 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
ii AUTHORITY's right to such performance or to future performance of such term(s) or condition(s),
12 and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any
13 portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed
14 in writing by an authorized representative of AUTHORITY by way of a written amendment to this
15 Agreement and issued in accordance with the provisions of this Agreement.
16 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any
17 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
is CITY's right to such performance or to future performance of such term(s) or condition(s), and
19 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any
20 portion of this Agreement shall not be binding upon CITY except when specifically confirmed in
21 writing by an authorized representative of CITY by way of a written amendment to this Agreement
22 and issued in accordance with the provisions of this Agreement.
23 /
24 /
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i ARTICLE 2. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the
3 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate
4 and coordinate with the other in all activities covered by this Agreement and any other supplemental
5 agreements that may be required to facilitate purposes thereof.
6 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
7 AUTHORITY agrees to the following responsibilities for PROJECT:
s A. AUTHORITY shall formally request on behalf of the CITY that the Southern California
9 Association of Governments (SCAG) amend the Federal Transportation Improvement Program (FTIP)
10 to provide FTA funding to the PROJECT, whereby AUTHORITY's performance under this Agreement is
11 contingent upon SCAG and FTA approval.
12 B. AUTHORITY will perform oversight of the M2 and federal funds in compliance with M2
13 eligibility guidelines, Comprehensive Transportation Funding Program Guidelines and Federal Transit
14 Administration (FTA) funding requirements.
Is C. AUTHORITY shall remit to CITY within 30 days of receipt of an acceptable invoice, in
16 accordance with ARTICLE 9 REQUEST FOR REIMBURSEMENT and EXHIBIT A "FUNDING
17 PLAN", reimbursement for development activities and preliminary engineering up to ninety (90%)
is percent of eligible M2 and Section 5307 PROJECT costs. Such PROJECT costs shall not exceed the
19 sum of Four Million Nine Hundred Eighty Seven Thousand Five Hundred Thirty Dollars ($4,987,530)
20 and are subject to authorization through the AUTHORITY's annual budget process. AUTHORITY will
21 not be obligated to pay for any amount beyond what has been identified in this Article.
22 D. AUTHORITY shall process any required Federal Transportation Improvement Program
23 amendments and FTA grant agreements.
24 E. AUTHORITY shall review final drafts of, and the Chief Executive Officer of the
25 AUTHORITY or his designee shall approve, PROJECT documents that CITY prepares, or causes to be
26 prepared, related to the PROJECT, and provide comments and/or approval within 10 working days of
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receipt of such documents.
F. AUTHORITY shall undertake the following activities:
a. Execute the annual FTA certifications and assurances.
b. Execute the annual FTA Compliance Self-Certification;
c. Notify beneficiaries of protection under Title VI;
d. Maintain a Title VI complaint procedure;
e. Provide meaningful access to limited-English persons (LEP), low-income and
minority persons.
ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities for PROJECT:
A. CITY shall act as the lead agency for development activities and Preliminary
Engineering (PE) for the PROJECT.
B. Under the supervision, direction and approval of the AUTHORITY, CITY shall be
responsible for completing all PROJECT development activities as defined by FTA in EXHIBIT F "NEW
STARTS PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF PROJECT SPONSOR
SUBMITTALS TO FTA TO ENTER PRELIMINARY ENGINEERING (PE)" or EXHIBIT G "SMALL
STARTSIVERY SMALL STARTS REPORTING CHECKLIST", attached hereto and incorporated by
reference. Preliminary Engineering/Project Development checklist requirements vary depending upon if
the Santa Ana/Garden Grove Fixed-Guideway Project is eligible for New or Small Starts. A comparison
of new starts and small starts evaluation and rating is included in EXHIBIT H "SIDE-BY-SIDE OF
REQUIRED INFORMATION FOR NEW STARTS/SMALL STARTS EVALUATION AND RATING".
CITY and the AUTHORITY are responsible for meeting the appropriate requirements once the
appropriate federal funding program is identified pending confirmation of Santa Ana/Garden Grove
Fixed-Guideway Project's capital cost.
C. CITY shall be responsible for completing the aforementioned development activities
prior to AUTHORITY requesting entry into Preliminary Engineering from FTA. In the event FTA does
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i not approve entry into PE, AUTHORITY is not obligated to reimburse CITY for any additional
2 PROJECT costs, beyond Preliminary Engineering.
3 D. Upon FTA approval to enter into PE, under the direction of the AUTHORITY, CITY
a shall be responsible for completing activities defined by FTA in EXHIBIT I "NEW STARTS
5 PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF PROJECT SPONSOR
6 SUBMITTALS TO FTA TO ENTER FINAL DESIGN (FD)", attached hereto and incorporated by
7 reference, before requesting entry into Final Design (FD).
s E. Preliminary Engineering is defined by the Federal Transit Administration as
9 completion of 30-50% of the design drawings and specifications. At the conclusion of PE, as required
10 by the Federal Transit Administration, under the direction of the AUTHORITY, CITY shall complete all
ii documentation including, but not limited to documentation that defines any required right-of-way
12 acquisition, utility relocation, third party agreements and the preparation of final construction plans
13 (including construction management plans), detailed specifications, construction cost estimates, and bid
la documents. Under the direction of the AUTHORITY, CITY shall prepare the PROJECT's final financial
15 plan. CITY shall collect and analyze data needed to prepare the Before and After Study. Specifically,
16 the PE package shall include, but is not limited to:
17 1. Final Environmental Documentation
is 2. Vehicle fleet procurement strategy
19 3. 30% design completion including:
20 a. Complete alignment drawings
21 b. Complete station location drawings
22 c. 30% systems drawings including location of traction power substations
23 d. Major utility relocation mitigation plan
24 e. Real Estate parcel definition, Operations and Maintenance Facility
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i F. CITY shall conduct all procurement related activities for the PROJECT pursuant to
2 CITY's procurement policies and procedures and FTA requirements. If there is a conflict between
3 the CITY's procedures and the FTA procedures, the FTA procedures control.
4 G. CITY shall submit to AUTHORITY for review, comment and approval by the Chief
s Executive Officer of the AUTHORITY or his designee all final documents relative to the procurement
6 process including, but not limited to, the Request For Proposals (RFP) and resulting agreement
7 between the CITY and the selected entity, or entities, that shall pertain to the PROJECT. At least one
8 AUTHORITY representative or representatives will serve on all procurement selection panels.
9 H. CITY shall meet with AUTHORITY on a regular basis, not less than once a month, to
10 review PROJECT status and discuss any PROJECT issues.
ii I. In preparation for the required FTA Risk Assessment, CITY shall actively participate in a
12 one-day workshop with the AUTHORITY to conduct a Preliminary Project Risk Assessment.
13 J. CITY shall be responsible for submitting quarterly reports as specified in EXHIBIT E
14 "FTA 5307 QUARTERLY REPORT FORM", attached hereto and incorporated by reference, for the
is PROJECT due on April 15, August 15, October 15 and January 15 of each year.
16 K. CITY shall be responsible for accepting and complying with all applicable FTA statutory,
17 regulatory and administrative requirements including, but not limited to, the sub-recipient monitoring
is process EXHIBIT J "OCTA PASS THROUGH GRANTEE ANNUAL FTA COMPLIANCE SELF
19 CERTIFICATION" performed by the AUTHORITY and/or the AUTHORITY's designee; and to comply
20 with U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative
21 Agreements to State and Local Governments," 49 C.F.R. Part 18. The CITY acknowledges that any
22 violation of a Federal requirement applicable to the CITY or this PROJECT may result in penalties
23 imposed by the FTA. The CITY agrees that failure to comply with any of the above-referenced
24 requirements may result in the withholding of funds by the AUTHORITY or the termination of this
2s AGREEMENT.
26 L. CITY shall comply with all FTA third party procurement and contracting laws and
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i regulations and include EXHIBIT B "REQUIRED FEDERAL CLAUSES", attached hereto and
2 incorporated by reference, in all third party contracts.
3 M. CITY agrees that M2 funding is subject to CITY meeting M2 eligibility requirements.
4 N. CITY shall be responsible for completing the PROJECT in accordance with EXHIBIT A
5 "FUNDING PLAN", timely use of funds requirements, FTA guidelines, and any and all other
6 requirements of the federal, state, or local agency requirements for FTA Section 5307 Funding and M2
7 Funding programs.
s O. CITY shall be responsible for immediately notifying the AUTHORITY in writing of any
9 changes to the PROJECT schedule that would jeopardize funding of the PROJECT.
10 P. CITY agrees that the overall budget for this PROJECT is a not-to-exceed amount of Five
it Million Five Hundred Forty One Thousand Seven Hundred Dollars ($5,541,700) and CITY shall be the
12 responsible for any cost overruns.
13 Q. CITY shall contribute at least 10% of PROJECT costs as the required local
14 contribution of matching funds (other than Federal Funds), as specified in EXHIBIT A "FUNDING
15 PLAN", toward the actual costs of PROJECT.
16 R. CITY shall maintain or acquire sufficient legal, technical, and managerial capacity to
17 plan, manage, and complete the PROJECT, to comply with the terms of this Agreement, the
is approved PROJECT budget, and all applicable Federal laws, executive orders, regulations,
19 directives, and published policies governing the PROJECT.
20 S. CITY shall complete the Preliminary Engineering Phase of the PROJECT as set forth
21 in this AGREEMENT in a proper and timely manner.
22 ARTICLE 5. IT IS MUTUALLY UNDERSTOOD AND AGREED
23 All parties agree to the following mutual responsibilities regarding PROJECT:
24 A. The AUTHORITY shall review, provide input to, and approve all PROJECT
25 documents that are submitted to FTA.
26 /
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B. AUTHORITY representative shall be an integral and on-going part of PROJECT
reviews. CITY acknowledges that the AUTHORITY has final approval authority.
C. The above on-going responsibilities entitle AUTHORITY, and any of their designated
consultants, the opportunity to: attend monthly coordination meetings, have final draft PROJECT
materials sent to them in a timely manner so as to be able to provide meaningful input, and have
iterative review and comment opportunity as warranted by the process.
ARTICLE 6. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Agreement are
delegated to its City Manager, or his designee, and the actions required to be taken by AUTHORITY
in the implementation of this Agreement are delegated to its Chief Executive Officer, or designee.
ARTICLE 7. AUDIT AND INSPECTION
A. AUTHORITY and CITY shall maintain a complete set of records in accordance with
generally accepted accounting principles. Upon reasonable notice, AUTHORITY and CITY shall
permit each PARTY's authorized representatives to inspect and audit all work, materials, payroll,
books, accounts, and other data and records of the other PARTY for a period of four (4) years after
final payment, or until any on-going audit is completed. For purposes of audit, the date of
completion of this Agreement shall be the date of the AUTHORITY's final notice of project
completion. Each PARTY shall have the right to reproduce any such books, records, and accounts
of the other PARTY relative to PROJECT. The above provision with respect to audits shall extend to
and/or be included in contracts with CITY's contractors and subcontractors.
B. Upon request, the CITY agrees to permit the AUTHORITY, the U.S. Secretary of
Transportation, the Comptroller General of the United States, or their authorized representatives, to
inspect all PROJECT work, materials, payrolls, and other data, and to audit the books, records, and
accounts of the Recipient and its sub recipients pertaining to the PROJECT.
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i ARTICLE 8. INDEMNIFICATION
2 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors,
3 employees and agents from and against any and all claims (including attorney's fees and
a reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including
5 death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be
6 caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors,
7 employees or agents in connection with or arising out of the performance of this Agreement.
s B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors,
9 employees and agents from and against any and all claims (including attorney's fees and reasonable
10 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death,
tl worker's compensation subrogation claims, damage to or loss of use of property alleged to be
12 caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors,
13 employees or agents in connection with or arising out of the performance of this Agreement.
la C. The indemnification and defense obligations of this Agreement shall survive its
15 expiration or termination.
16 ARTICLE 9. REQUEST FOR REIMBURSEMENT
17 A. CITY shall prepare and submit to AUTHORITY an invoice every 30 days as specified
is in EXHIBIT C, "INVOICE TEMPLATE" and supporting documentation as specified in EXHIBIT D,
19 "FTA FUNDING REIMBURSEMENT - REQUIRED SUPPORTING DOCUMENTS" of this
20 Agreement, both of which are attached hereto and incorporated by reference. CITY's invoice shall
21 include allowable PROJECT costs incurred and paid for by CITY. The invoice submitted by CITY
22 shall be signed by an authorized agent who can duly certify the accuracy of the included information.
23 Advance payments by AUTHORITY are not allowed.
24 B. The invoice shall be submitted on CITY's letterhead.
25 C. The invoice shall be submitted by CITY and in duplicate to AUTHORITY's Accounts
26 Payable Office. Each invoice shall include the following information:
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1. Agreement Number C-1-3099;
2. Support documentation for all expenses invoiced.
3. Adequate detail describing all work completed by phase as identified in
EXHIBIT A, "FUNDING PLAN."
4. Such other information as requested by AUTHORITY.
D. Eligible PROJECT costs are described in the Federal Grant and in the FTA
guidelines.
E. CITY shall consult with AUTHORITY's Project Manager for questions regarding non-
reimbursable expenses.
F. Total payments shall not exceed the Funding Amount specified in ARTICLE 2
RESPONSIBILITIES OF AUTHORITY, Paragraph C, above. No invoice shall be processed by
AUTHORITY after the Federal Grant termination date.
G. If any FTA Section 5307 funded amounts paid to CITY are disallowed or not
reimbursed by the FTA for any City violation of said FTA Section 5307, CITY shall remit to
AUTHORITY the disallowed or non-reimbursed amount(s) within 30 days from receipt of
AUTHORITY's notice. All payments made by AUTHORITY hereunder are subject to the audit
provisions contained herein and within the Federal Grant.
ARTICLE 10. AVAILABILITY OF FUNDS
This Agreement will allow AUTHORITY to reimburse the CITY with Federal Funds from the
Federal Grant to CITY. The Federal Funds are subject to the terms and conditions of this
Agreement, the Federal Grant, and the applicable requirements of AUTHORITY and the FTA. This
Agreement neither implies nor obligates any funding commitment by AUTHORITY as specified in
EXHIBIT A, "FUNDING PLAN". All funds are contingent upon federal appropriation, the FTA's
approval of a grant application, and for Preliminary Engineering funds, FTA's approval for the
PROJECT to enter into Preliminary Engineering. If a Letter of No Prejudice is issued by the FTA,
CITY shall assume all the risk of spending the Local Match early on in the PROJECT.
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i ARTICLE 11. REPORTING
2 A. Types of Reports: The CITY agrees to submit to the AUTHORITY any reports that the
3 AUTHORITY is required to submit to FTA as required by FTA's administrative regulations for grants
4 and cooperative agreements and any other reports the Federal Government may require.
s B. Format Requirements for Reports: The CITY agrees that all reports and other
6 documents or information intended for public availability developed in the course of the PROJECT
7 and required to be submitted to FTA must be prepared and submitted in electronic and or
s typewritten hard copy formats as FTA may require.
9 C. Timing of Submittal of Reports: The CITY agrees that it will submit reports to the
10 AUTHORITY in accordance with a schedule agreed to by the CITY and AUTHORITY. However, the
ii CITY agrees that quarterly report information must be submitted to the AUTHORITY within fifteen
12 (15) days after the end of the calendar quarter for which the information in the report in being
13 submitted.
14 ARTICLE 12. ADDITIONAL PROVISIONS
is All parties agree to the following mutual responsibilities regarding PROJECT:
16 A. Term of Agreement: This Agreement shall continue in full force and effect through
17 October 31, 2014. This Agreement may only be extended upon mutual agreement by both parties.
is B. Termination: Either party may initiate proceedings to terminate this Agreement by
19 giving thirty (30) days written notice; however, this Agreement shall not be terminated without mutual
20 agreement of both parties.
21 C. Compliance: AUTHORITY and CITY shall comply with all applicable federal, state,
22 and local laws, statutes, ordinances, and regulations of any governmental authority having
23 jurisdiction over the PROJECT.
24 D. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
25 execute this Agreement on behalf of said parties and that, by so executing this Agreement, the
26 parties hereto are formally bound to the provisions of this Agreement.
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E. Amendments: 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.
F. Notices: 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:
To CITY: To AUTHORITY:
City of Santa Ana Orange County Transportation Authority
P.O. Box 1988 550 South Main Street
Santa Ana, CA 92702 P. O. Box 14184
Orange, CA 92863-1584
Attention: Raul Godinez Attention: Meena Katakia
Executive Director, Public Works Manager, Capital Projects
cc: Kelly Hart, Project Manager
Tel: (714) 647-5690 Tel: (714) 560-5694; Fax: (714) 560-5792
Email: rgodinez@santa-ana.org Email: mkatakia@octa.net
G. Headings: 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.
H. Successors and Assigns: The provisions 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.
1. Severability: 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.
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i J. Counterparts of Agreement: This Agreement may be executed and delivered in any
2 number of counterparts, each of which, when executed and delivered shall be deemed an original
3 and all of which together shall constitute the same agreement. Facsimile signatures will be
a permitted.
s K. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or
6 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
7 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
8 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
9 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
10 L. Obligations to Comply with Law: Nothing herein shall be deemed nor construed to
» authorize or require any Party to issue bonds, notes, or other evidences of indebtedness under the
12 terms, in amounts, or for purposes other than as authorized by local, state, or federal law.
13 M. Governing Law: The laws of the State of California and applicable local and federal
14 laws, regulations, and guidelines shall govern this Agreement.
15 N. Litigation Fees: Should litigation arise out of this Agreement for the performance thereof,
16 each party shall be responsible for its own costs and expenses, including attorney's fees.
17 O. Force Maieure: Either party shall be excused from performing its obligations under this
is Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
19 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
20 commandeering of material, products, plants or facilities by the federal, state or local government;
21 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of
22 such cause is presented to the other party, and provided further that such nonperformance is
23 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing.
24
/
2s /
26 /
Page 15 of 16
L. Camm\CLERICAL\CLERICAL\WORDPROC\AGREE\AMEND\AG13009
COOPERATIVE AGREEMENT NO. C-1-3099
This Agreement shall be effective upon execution by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement
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No. C-1-3099 to be executed on the date first above written.
CITY OF SANTA ANA
ORANGE COUNTY TRANSPORTATION AUTHORITY
By: ?- By:
Paul Walters Will Kempton
Interim City Manager Chief Executive Officer
ATTEST:
By:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
APPROVED AS TO FORM:
By:
Kennard R. Smart, Jr.
General Counsel
0.
By: f ^ k_ By:
Joe Straka
Interim City Attorney
Dated: I jai I7-
I I
APPROVAL RECOMMENDED:
Jim P? , P.E.
Ex cdtive Director, Capital Programs
Required Attachments:
1. EXHIBIT A "FUNDING PLAN"
2. EXHIBIT B "REQUIRED FEDERAL CLAUSES"
3. EXHIBIT C, "INVOICE TEMPLATE"
4. EXHIBIT D, "FTA FUNDING REIMBURSEMENT - REQUIRED SUPPORTING
DOCUMENTS"
5. EXHIBIT E "FTA 5307 QUARTERLY REPORT FORM"
6. EXHIBIT F "NEW STARTS PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF
PROJECT SPONSOR SUBMITTALS TO FTA TO ENTER PRELIMINARY ENGINEERING
(PE)"
7. EXHIBIT G "SMALL STARTS/VERY SMALL STARTS REPORTING CHECKLIST"
8. EXHIBIT H "SIDE-BY-SIDE OF REQUIRED INFORMATION FOR NEW STARTS/SMALL
STARTS EVALUATION AND RATING"
9. EXHIBIT I "NEW STARTS PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF
PROJECT SPONSOR SUBMITTALS TO FTA TO ENTER FINAL DESIGN (FD)"
10. EXHIBIT J "OCTA PASS THROUGH GRANTEE ANNUAL FTA COMPLIANCE SELF
CERTIFICATION"
Page 16 of 16
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AGREEMENT NO. C-1-3099
EXHIBIT B
REQUIRED FEDERAL CLAUSES
DEFINITIONS
The Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY")
., (hereinafter referred to as "CITY").
The CITY agrees to include the clauses set forth in this Exhibit B in each contract stating the
contractor's responsibilities under Federal law, regulation, or directive, including any necessary
provisions requiring the contractor to extend applicable requirements to its subcontractors to the
lowest tier necessary.
The following provisions apply to all purchases regardless of its value:
ARTICLE 1. FEDERAL CHANGES
CITY shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the agreement
between the AUTHORITY and FTA, as they may be amended or promulgated from time to time
during this Agreement. CITY's failure to comply shall constitute a material breach of contract.
ARTICLE 2. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
AUTHORITY and CITY acknowledge and agree that, notwithstanding any concurrence
by the Federal Government in or approval of the solicitation or award of the underlying
Agreement, absent the express written consent by the Federal Government, the Federal
Government is not a party to this Agreement and shall not be subject to any obligations or
liabilities to the AUTHORITY, CITY, or any other party (whether or not a party to this Agreement)
pertaining to any matter resulting from the underlying Agreement. CITY agrees to include these
requirements in all of its subcontracts.
ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND
RELATED ACTS
A. CITY acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 U.S.C. §§3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this project. Accordingly, by
signing this Agreement, CITY certifies or affirms the truthfulness and accuracy of any statement it
has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement
of the FTA assisted project for which this Agreement's work is being performed. CITY also
acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification, the Federal Government reserves the right to impose
Orange County Transportation Authority
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
penalties of the Program Fraud Civil Remedies Act of 1986 on the CITY to the extent the Federal
Government deems appropriate.
B. CITY also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government under an
agreement connected with a project that is financed in whole or part with Federal assistance
awarded by FTA under the authority of 49 U.S.C. §5307 et seq., the Government reserves the
right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307(n) (1) et seq. on the CITY,
to the extent the Federal Government deems appropriate. CITY agrees to include this
requirement in all of its subcontracts.
ARTICLE 4. CIVIL RIGHTS ASSURANCE
During the performance of this Agreement, CITY, for itself, its assignees and successors
in interest agree as follows:
A. Compliance with Regulations: CITY shall comply with the Regulations relative to
nondiscrimination in federally assisted programs of the Department of Transportation
(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended
from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this Agreement.
B. Nondiscrimination: CITY, with regard to the work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection
and retention of subcontractors, including procurements of materials and leases of equipment.
The CITY shall not participate either directly or indirectly in the discrimination prohibited by
Section 21.5 of the Regulations, including employment practices when the Agreement covers a
program set forth in Appendix B of the Regulations.
C. Solicitations for Subcontracts. Including Procurement of Materials and Equipment: In
all solicitations either by competitive bidding or negotiation made by the CITY for work to be
performed under a subcontract, including procurements of materials or leases of equipment,
each potential subcontractor or supplier shall be notified by the CITY of the CITY's obligations
under this Agreement and the Regulations relative to nondiscrimination on the grounds of race,
color, or national origin.
D. Information and Reports: CITY shall provide all information and reports required by
the Regulations or directives issued pursuant thereto, and shall permit access to its books,
records, accounts, other sources of information and its facilities as may be determined by the
AUTHORITY to be pertinent to ascertain compliance with such Regulations, orders and
instructions. Where any information required of a CITY is in the exclusive possession of another
who fails or refuses to furnish this information the CITY shall so certify to the AUTHORITY as
appropriate, and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of the CITY's noncompliance with
nondiscrimination provisions of this Agreement, the AUTHORITY shall impose Agreement
sanctions as it may determine to be appropriate, including, but not limited to:
1. Withholding of payments to the CITY under the Agreement until the CITY
complies; and/or
2. Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Title VI of the Civil Rights Act. In determining the types of property or services to
acquire, no person in the United States shall, on the grounds of race, color, or national origin, be
excluded from participation in, be denied the benefits of, or otherwise be subjected to
discrimination under any program or activity receiving Federal financial assistance in violation of
Orange County Transportation Authority 2
Revised: 05/10/2010
AGREEMENT NO. C-1-3099
EXHIBIT B
Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000d et seq. and DOT
regulations, "Nondiscrimination in Federally Assisted Programs of the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR Part 21. In
addition, FTA Circular 4702.1, "Title VI and Title VI-Dependent Guidelines for FTA Recipients,"
05-13-07, provides FTA guidance and instructions for implementing DOT's Title VI regulations.
G. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections
12101 et seq., prohibits discrimination against qualified individuals with disabilities in all
programs, activities, and services of public entities, as well as imposes specific requirements on
public and private providers of transportation.
H. Incorporation of Provisions: CITY shall include the provisions of paragraphs (A)
through (H) in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Regulations, or directives issued pursuant thereto. The CITY shall take
such action with respect to any subcontract or procurement as the AUTHORITY may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, however,
that in the event a CITY becomes involved in, or is threatened with, litigation with a subcontractor
or supplier as a result of such direction, the CITY may request the AUTHORITY to enter into
such litigation to protect the interests of the AUTHORITY, and, in addition, the CITY may request
the United States to enter into such litigation to protect the interests of the United States.
ARTICLE 5. DISADVANTAGED BUSINESS ENTERPRISES
A. In accordance with federal financial assistance agreements with the U.S.
Department of Transportation (U.S. DOT), the Orange County Transportation Authority
(AUTHORITY) has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in
conformance with Title 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in
Department of Transportation Programs". The project is subject to these stipulated regulations.
In order to ensure that the Authority achieves its overall DBE Program goals and objectives, the
Authority encourages the participation of DBEs as defined in 49 CFR 26 in the performance of
contracts financed in whole or in part with U.S. DOT funds. Pursuant to the intent of these
Regulations, it is also the policy of the Authority to:
1. Fulfill the spirit and intent of the Federal DBE Program regulations published
under U.S. DOT Title 49 CFR, Part 26, by ensuring that DBEs have equitable access to
participate in all of Authority's DOT-assisted contracting opportunities.
2. Ensure that DBEs can fairly compete for and perform on all DOT-assisted
contracts and subcontracts.
3. Ensure non-discrimination in the award and administration of AUTHORITY's
DOT-assisted contracts.
4. Create a level playing field on which DBEs can compete fairly for DOT-assisted
contracts.
5. Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are
permitted to participate as DBEs.
6. Help remove barriers to the participation of DBEs in DOT-assisted contracts.
7. Assist in the development of firms that can compete successfully in the
marketplace outside the DBE Program.
B. CITY shall not discriminate on the basis of race, color, national origin, or sex in
the award and performance of subcontracts. Any terms used in this section that are defined in
49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the
Regulations. In the event of any conflicts or inconsistencies between the Regulations and the
Authority's DBE Program with respect to DOT-assisted contracts, the Regulations shall prevail.
Orange County Transportation Authority 3
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
C. AUTHORITY's New Race-Neutral DBE Policy Implementation Directives:
Pursuant to recently released Race-Neutral DBE policy directives issued by the U.S. DOT in
response to the Ninth Circuit U.S. Court of Appeals decision in Western States Paving Co. v.
Washington State Department of Transportation, the Authority has implemented a wholly
Race-Neutral DBE Program.
A Race-Neutral DBE Program is one that, while benefiting DBEs, is not solely focused on
DBE firms. Therefore, under a Race-Neutral DBE Program, AUTHORITY does not establish
numeric race-conscious DBE participation goals on its DOT-assisted contracts. CITY shall
not be required to achieve a specific level of DBE participation as a condition of contract
compliance in the performance of this DOT-assisted contract. However, CITY shall adhere to
race-neutral DBE participation commitment(s) made at the time of contract award.
D. Definitions: The following definitions apply to the terms as used in these
provisions:
1. "Disadvantaged Business Enterprise (DBE)" means a small business concern: (a)
which is at least 51 percent owned by one or more socially and economically disadvantaged
individuals or, in the case of any publicly-owned business, at least 51 percent of the stock of which
is owned by one or more socially and economically disadvantaged individuals; and (b) whose
management and daily business operations are controlled by one or more of the socially and
economically disadvantaged individuals who own it.
2. "Small Business Concern" means a small business as defined pursuant to
Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto,
except that a small business concern shall not include any concern or group of concerns
controlled by the same socially and economically disadvantaged individual or individuals which
has annual average gross receipts in excess of $19.57 million over the previous three fiscal
years.
3. "Socially and Economically Disadvantaged Individuals" means those individuals
who are citizens of the United States (or lawfully admitted permanent residents) and who are
Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, or Asian-
Indian Americans, women and any other minorities or individuals found to be disadvantaged by
the Small Business Administration pursuant to Section 8(a) of the Small Business Act, or by the
Authority pursuant to 49 CFR part 26.65. Members of the following groups are presumed to be
socially and economically disadvantaged:
a. "Black Americans," which includes persons having origins in any of the Black
racial groups of Africa;
b. "Hispanic Americans," which includes persons of Mexican, Puerto Rican,
Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless
of race;
c. "Native Americans," which includes persons who are American Indians,
Eskimos, Aleuts, or Native Hawaiians;
d. "Asian-Pacific Americans," which includes persons whose origins are from
Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the
U.S. Trust Territories of the Pacific, and the Northern Marianas;
e. "Asian-Indian Americans," which includes persons whose origins are from
India, Pakistan, and Bangladesh; and
f. Women, regardless of ethnicity or race.
4. "Owned and Controlled" means a business: (a) which is at least 51 percent
owned by one or more "Socially and Economically Disadvantaged Individuals" or, in the case of a
publicly-owned business, at least 51 percent of the stock of which is owned by one or more
"Socially and Economically Disadvantaged Individuals"; and (b) whose management and daily
business operations are controlled by one or more such individuals.
Orange County Transportation Authority 4
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
5. "Manufacturer" means a firm that operates or maintains a factory or establishment
that produces on the premises the materials or supplies obtained by the CITY.
6. "Regular Dealer" means a firm that owns, operates or maintains a store,
warehouse, or other establishment in which the materials or supplies required for the
performance of the contract are bought, kept in stock, and regularly sold to the public in the usual
course of business. The firm must engage in, as its principal business, and in its own name, the
purchase and sale of the product in question. A regular dealer in such bulk items as steel,
cement, gravel, stone and petroleum products need not keep such products in stock if it owns or
operates distribution equipment.
7. "Other Socially and Economically Disadvantaged Individuals" means those
individuals who are citizens of the United States (or lawfully admitted permanent residents) and
who, on a case-by-case basis, are determined by Small Business Administration or AUTHORITY
to meet the social and economic disadvantage criteria described below.
a. Social Disadvantage: The individual's social disadvantage must stem from
his/her color, national origin, gender, physical handicap, long-term residence in an environment
isolated from the mainstream of American society, or other similar cause beyond the individual's
control.
i. The individual must demonstrate that he/she has personally suffered
social disadvantage.
ii. The individual's social disadvantage must be rooted in treatment, which
he/she has experienced in American society, not in other countries.
iii The individual's social disadvantage must be chronic, longstanding and
substantial, not fleeting or insignificant.
iv. The individual's social disadvantage must have negatively affected
his/her entry into and/or advancement in the business world.
v. A determination of social disadvantage must be made before proceeding
to make a determination of economic disadvantage.
b. Economic Disadvantage
i. The individual's ability to compete in the free enterprise system has been
impaired due to diminished capital and credit opportunities, as compared to others in the same
line of business and competitive market area that are not socially disadvantaged.
ii. The following criteria will be considered when determining the degree of
diminished credit and capital opportunities of a person claiming social and economic
disadvantage:
With respect to the individual:
• availability of financing
• bonding capability
• availability of outside equity capital
• available markets
With respect to the individual and the business concern:
• personal and business assets
• personal and business net worth
• personal and business income and profits
E. Race-Neutral DBE Submission and Ongoing Reporting Requirements (Post-
Award).
CITY shall complete and submit the following DBE exhibits (forms) at the times
specified: "Monthly Race-Neutral DBE Subcontractors Paid Report Summary and Payment
Verification" (Form 103). If CITY is a DBE firm and/or has proposed to utilize DBE firms, CITY
will be required to complete and submit a Form 103 to AUTHORITY by the 10th of each month
Orange County Transportation Authority 5
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
until completion of the contract to facilitate reporting of race-neutral DBE participation,
following the first month of contract activity. CITY shall report the total dollar value paid to
DBEs for the applicable reporting period. CITY shall also report the DBE's scope of work and
the total subcontract value of commitment for each DBE reported. CITY is advised not to
report the participation of DBEs toward CITY's race-neutral DBE attainment until the amount
being counted has been paid to the DBE. Upon completion of the contract, CITY will be
required to prepare and submit to the Authority a "Race-Neutral DBE Subcontractors Paid
Report Summary and Payment Verification" (Form 103) clearly marked "Final" to facilitate
reporting and capturing actual DBE race-neutral attainments. CITY shall complete and submit
a Final Form 103 whether or not DBEs were utilized in the performance of the contract.
F. DBE Eligibility and Commercially Useful Function Standards: A DBE must be a
small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and
relevant regulations promulgated pursuant thereto. A DBE may participate as a prime contractor,
subcontractor, joint venture partner with a prime or subcontractor, vendor of material or supplies,
or as a trucking company. A DBE joint venture partner must be responsible for specific contract
items of work, or clearly defined portions thereof. Responsibility means actually performing,
managing and supervising the work with its own forces. The DBE joint venture partner must
share in the capital contribution, control, management, risks and profits of the joint venture
commensurate with its ownership interest. A DBE must perform a commercially useful function in
accordance with 49 CFR 26.55 (i.e., must be responsible for the execution of a distinct element
of the work and must carry out its responsibility by actually performing, managing and
supervising the work). A DBE should perform at least thirty percent (30%) of the total cost of its
contract with its own workforce to presume it is performing a commercially useful function. DBEs
must be certified by the California Unified Certification Program (CUCP). Listings of DBEs
certified by the CUCP are available from the following sources: The CUCP web site, which can
be accessed at http://www.californiaucp.com; or the Caltrans "Civil Rights" web site at
http://www.dot.ca.gov/ha/bep. The CUCP DBE Directory, which may be obtained from the
Department of Transportation, Material Operations Branch, Publication Distribution Unit, 1900
Royal Oaks Drive, Sacramento, California 95815; Telephone: (916) 445-3520.
G. DBE Crediting Provisions: When a DBE is proposed to participate in the contract,
either as a prime CITY or Subcontractor, only the value of the work proposed to be performed by
the DBE with its own forces may be counted towards race-neutral DBE participation. If CITY is a
DBE joint venture participant, only the DBE proportionate interest in the joint venture shall be
counted. If a DBE intends to subcontract part of the work of its subcontract to a lower tier
Subcontractor, the value of the subcontracted work may be counted toward race-neutral DBE
participation only if the DBE Subcontractor is a certified DBE and actually performs the work with
their own forces. Services subcontracted to a non-DBE firm may not be credited toward the
prime Contractor's race-neutral DBE attainment. CITY is to calculate and credit participation by
eligible DBE vendors of equipment, materials, and suppliers toward race-neutral DBE attainment,
as follows: Sixty percent (60%) of expenditure(s) for equipment, materials and supplies required
under the Contract, obtained from a regular dealer; or One hundred percent (100%) of
expenditure(s) for equipment, materials and supplies required under the Contract, obtained from
a DBE manufacturer. The following types of fees or commissions paid to DBE Subcontractors,
Brokers, and Packagers may be credited toward the prime CITY's race-neutral DBE attainment,
provided that the fee or commission is reasonable, and not excessive, as compared with fees or
commissions customarily allowed for similar work, including: Fees and commissions charged for
providing bona fide professional or technical services, or procurement of essential personnel,
facilities, equipment, materials, or supplies required in the performance of the Contract; Fees
charged for delivery of material and supplies (excluding the cost of materials or supplies
themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of,
Orange County Transportation Authority 6
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AGREEMENT NO. C-1-3099
EXHIBIT B
or a regular dealer in, the material and supplies; Fees and commissions charged for providing
any insurance specifically required in the performance of the Contract. CITY may count the
participation of DBE trucking companies toward race-neutral DBE attainment, as follows: The
DBE must be responsible for the management and supervision of the entire trucking operation
for which it is responsible on a particular contract. The DBE must itself own and operate at least
one fully licensed, insured, and operational truck used on the Contract. The DBE receives credit
for the total value of the transportation services it provides on the contract using trucks it owns,
insures, and operates using drivers it employs. The DBE may lease trucks from another DBE
firm, including an owner-operator who is certified as a DBE. The DBE who leases trucks from
another DBE receives credit for the total value of the transportation services the lessee DBE
provides on the contract. The DBE may also lease trucks from a non-DBE firm, including an
owner-operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee
or commission it receives as a result of the lease arrangement. The DBE does not receive credit
for the total value of the transportation services provided by the lessee, since these services are
not provided by a DBE. For purposes of this paragraph, a lease must indicate that the DBE has
exclusive use of and control over the truck. This does not preclude the leased truck from working
for others during the term of the lease with the consent of the DBE, so long as the lease gives the
DBE absolute priority for use of the leased truck. Leased trucks must display the name and
identification number of the DBE. If CITY listed a non-certified DBE 1St tier subcontractor to
perform work on this contract, and the non-certified DBE subcontractor subcontracts a part of its
work or purchases materials and/or supplies from a lower tier DBE certified Subcontractor or
Vendor, the value of work performed by the lower tier DBE firm's own forces can be counted
toward race-neutral DBE participation on the contract.
H. Performance of DBE Subcontractors: DBE subcontractors listed by CITY in its
"DBE Race-Neutral Participation Listing" (Exhibit D-2) submitted at the time of proposal submittal
shall perform the work and supply the materials for which they are listed, unless the CITY has
received prior written authorization from the Authority to perform the work with other forces or to
obtain the materials from other sources. CITY shall provide written notification to the
AUTHORITY in a timely manner of any changes to its anticipated DBE participation. This notice
should be provided prior to the commencement of that portion of the work.
I. Additional DBE Subcontractors: In the event CITY identifies additional DBE
subcontractors or suppliers not previously identified by CITY for race-neutral DBE participation
under the contract, CITY shall notify the Authority by submitting "Request for Additional DBE
Firm" to enable CITY to capture all race-neutral DBE participation. CITY shall also submit, for
each DBE identified after contract execution, a written confirmation from the DBE
acknowledging that it is participating in the contract for a specified value, including the
corresponding scope of work (a subcontract agreement can serve in lieu of the written
confirmation).
J. DBE Certification Status: If a listed DBE subcontractor is decertified during the
life of the project, the decertified subcontractor shall notify CITY in writing with the date of
decertification. If a non-DBE subcontractor becomes a certified DBE during the life of the
project, the DBE subcontractor shall notify CITY in writing with the date of certification. CITY
shall furnish the written documentation to AUTHORITY in a timely manner.
K. CITY's Assurance Clause Regarding Non-Discrimination: In compliance with
State and Federal anti-discrimination laws, CITY shall affirm that they will not exclude or
discriminate on the basis of race, color, national origin, or sex in consideration of contract
award opportunities. Further, CITY shall affirm that they will consider, and utilize
subcontractors and vendors, in a manner consistent with non-discrimination objectives.
Orange County Transportation Authority 7
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AGREEMENT NO. C-1-3099
EXHIBIT B
ARTICLE 6. ACCESS TO RECORDS AND REPORTS
CITY shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the
Comptroller General of the United States, or other agents of AUTHORITY, such access to CITY's
accounting books, records, payroll documents and facilities of the CITY which are directly
pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting
books, records, work data, documents and activities related hereto. CITY shall maintain such
books, records; data and documents in accordance with generally accepted accounting
principles and shall clearly identify and make such items readily accessible to such parties during
CITY's performance hereunder and for a period of four (4) years from the date of final payment
by AUTHORITY. AUTHORITY's right to audit books and records directly related to this
Agreement shall also extend to all first-tier subcontractors identified in this Agreement. CITY shall
permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy
excerpts and transcriptions as reasonably necessary.
ARTICLE 7. INCORPORATION OF FTA TERMS
All contractual provisions required by Department of Transportation (DOT), whether or
not expressly set forth in this document, as set forth in Federal Transit Administration (FTA)
Circular 4220.1 F, as amended, are hereby incorporated by reference. Anything to the contrary
herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. CITY shall not perform any act, fail to
perform any act, or refuse to comply with any requests, which would cause AUTHORITY to be in
violation of the FTA terms and conditions.
ARTICLE 8. ENERGY CONSERVATION REQUIREMENTS
CITY shall comply with mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy
Policy Conservation Act.
ARTICLE 9. FLY AMERICA REQUIREMENTS
CITY agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with
the General Services Administration's regulations at 41 CFR Part 301-10, which provide that
recipients and sub-recipient of Federal funds and their contractors are required to use U.S. Flag
air carriers for U.S. Government-financed international air travel and transportation of their
personal effects or property, to the extent such service is available, unless travel by foreign air
carrier is a matter of necessity, as defined by the Fly America Act. CITY shall submit, if a foreign
air carrier was used, an appropriate certification or memorandum adequately explaining why
service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air
carrier and shall, in any event, provide a certificate of compliance with the Fly America
requirements. CITY agrees to include the requirements of this section in all subcontracts that
may involve international air transportation.
Orange County Transportation Authority 8
Revised: 05/10/2010
AGREEMENT NO. C-1-3099
EXHIBIT B
ARTICLE 10. TRANSPORTATION OF EQUIPMENT, MATERIALS OR COMMODITIES BY
OCEAN VESSEL
A. CITY shall utilize privately owned United States-flag commercial vessels to ship at
least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and
tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this
section, to the extent such vessels are available at fair and reasonable rates for United States-
flag commercial vessels.
B. CITY shall furnish within twenty (20) working days following the date of loading for
shipments originating within the United States, or within thirty (30) working days following the
date of loading for shipping originating outside the United States, a legible copy of a rated, "on-
board" commercial ocean bill-of lading in English for each shipment of cargo described in
paragraph A of this Article to AUTHORITY (through the prime CITY in the case of subcontractor
bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime
Administration, Washington, DC 20590, marked with appropriate identification of the project.
ARTICLE 11. PROHIBITED INTERESTS
A. CITY covenants that, for the term of this Agreement, no director, member, officer or
employee of AUTHORITY during his/her tenure in office or for one (1) year thereafter, shall have
any interest, direct or indirect, in this Agreement or the proceeds thereof.
B. No member of or delegate to, the Congress of the United States shall have any
interest, direct or indirect, in this Agreement or to the benefits thereof.
ARTICLE 12. NOT USED THIS AGREEMENT
ARTICLE 13. PRIVACY ACT
CITY shall comply with, and assures the compliance of its employees with, the
information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.
§552a. Among other things, CITY agrees to obtain the express consent of the Federal
Government before the CITY or its employees operate a system of records on behalf of the
Federal Government. CITY understands that the requirements of the Privacy Act, including the
civil and criminal penalties for violation of that Act, apply to those individuals involved, and that
failure to comply with the terms of the Privacy Act may result in termination of the underlying
Agreement.
ARTICLE 14. CONFLICT OF INTEREST
CITY agrees to avoid organizational conflicts of interest. An organizational conflict of
interest means that due to other activities, relationships or contracts, the CITY is unable, or
potentially unable to render impartial assistance or advice to the Authority; CITY's objectivity
in performing the work identified in the Scope of Work is or might be otherwise impaired; or
the CITY has an unfair competitive advantage. CITY is obligated to fully disclose to the
AUTHORITY in writing Conflict of Interest issues as soon as they are known to the CITY.
CITY is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as
soon as they are known to the CITY. All disclosures must be submitted in writing to
Orange County Transportation Authority 9
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the
entire term of this Agreement.
ARTICLE 15. CODE OF CONDUCT
CITY agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third
Party contracts which is hereby referenced and by this reference is incorporated herein. CITY
agrees to include these requirements in all of its subcontracts.
ARTICLE 16. PROTEST PROCEDURES
The Authority has on file a set of written protest procedures applicable to this solicitation
that may be obtained by contacting the Contract Administrator/Buyer responsible for this
procurement. Any protest filed by the vendor in connection with this solicitation must be
submitted in accordance with the Authority's written procedures.
The followinq additional provisions aaDly to all Durchases over $10.000
ARTICLE 17. TERMINATION
A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole
or part, by giving CITY written notice thereof. Upon termination, AUTHORITY shall pay CITY its
allowable costs incurred to date of that portion terminated. Said termination shall be construed in
accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition
Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for
convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice
shall be given to CITY in accordance with the provisions of the FAR referenced above. Upon
receipt of said notification, CITY agrees to comply with all applicable provisions of the FAR
pertaining to termination for convenience.
B. AUTHORITY may terminate this Agreement for CITY's default if a federal or state
proceeding for the relief of debtors is undertaken by or against CITY, or if CITY makes an
assignment for the benefit of creditors, or for cause if CITY fails to perform in accordance with the
scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does
not cure such breach or violation within ten (10) calendar days after written notice thereof by
AUTHORITY. CITY shall be liable for any and all reasonable costs incurred by AUTHORITY as a
result of such default or breach including, but not limited to, reprocurement costs of the same or
similar services defaulted by CITY under this Agreement. Such termination shall comply with
CFR Title 48, Chapter 1, Part 49, of the FAR.
ARTICLE 18. RECYCLED PRODUCTS
CITY shall comply with all the requirements of Section 6002 of the Resource
Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited
to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the
procurement of the items designated in subpart B of 40 CFR Part 247. CITY agrees to include
this requirement in all of its subcontracts.
Orange County Transportation Authority 10
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
The following additional provisions apply to all purchases over $25,000
ARTICLE 19. DEBARMENT & SUSPENSION:
CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER
RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER-TIER PARTICIPANTS
Unless otherwise permitted by law, any person or firm that is debarred, suspended, or
voluntarily excluded, as defined in the Federal Transit Administration (FTA) Circular 2015.1,
dated April 28, 1989, may not take part in any federally funded transaction, either as a
participant or a principal, during the period of debarment, suspension, or voluntary exclusion.
Accordingly, the Authority, acting on behalf of the District, may not enter into any transaction
with such debarred, suspended, or voluntarily excluded persons or firms during such period.
A certification process has been established by 49 CFR Part 29, as a means to ensure that
debarred suspended or voluntarily excluded persons or firms do not participate in Federally
assisted projects. The inability to provide the required certification will not necessarily result in
denial of participation in a covered transaction. A person or firm that is unable to provide a
positive certification as required by this solicitation must submit a complete explanation
attached to the certification. FTA will consider the certification and any accompanying
explanation in determining whether or not to provide assistance for the project. Failure to
furnish a certification or an explanation may disqualify that person or firm from participating in
the project.
The followinq additional provisions apply to all purchases over $100.000:
ARTICLE 20. DISPUTES
A. Except as otherwise provided in this Agreement, any dispute concerning a
question of fact arising under this Agreement which is not disposed of by supplemental
agreement shall be decided by AUTHORITY's Director, Contracts Administration and Materials
Management (CAMM), who shall reduce the decision to writing and mail or otherwise furnish a
copy thereof to CITY. The decision of the Director, CAMM, shall be final and conclusive.
B. The provisions of this Article shall not be pleaded in any suit involving a question of
fact arising under this Agreement as limiting judicial review of any such decision to cases where
fraud by such official or his representative or board is alleged, provided, however, that any such
decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or
so grossly erroneous as necessarily to imply bad faith or is not supported by substantial
evidence. In connection with any appeal proceeding under this Article, CITY shall be afforded an
opportunity to be heard and to offer evidence in support of its appeal.
C. Pending final decision of a dispute hereunder, CITY shall proceed diligently with the
performance of this Agreement and in accordance with the decision of AUTHORITY's Director,
CAMM. This "Disputes" clause does not preclude consideration of questions of law in connection
with decisions provided for above. Nothing in this Agreement, however, shall be construed as
making final the decision of any AUTHORITY official or representative on a question of law,
which questions shall be settled in accordance with the laws of the state of California.
Orange County Transportation Authority 11
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
ARTICLE 21. CLEAN WATER REQUIREMENTS
CITY shall comply with all applicable standards, orders or regulations issued pursuant to
the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. CITY shall report
each violation to AUTHORITY and understands and agrees that the AUTHORITY who will in
turn, report each violation as required to assure notification to FTA and appropriate EPA
Regional Office. CITY agrees to include this requirement in all of its subcontracts.
ARTICLE 22. CLEAN AIR
CITY shall comply with all applicable standards, orders or regulations issued pursuant to
the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. CITY shall report each violation to
AUTHORITY, who will in turn, report each violation as required to assure notification to FTA and
the appropriate EPA Regional Office. CITY agrees to include this requirement in all of its
subcontracts.
ARTCLE 23. LOBBYING
Vendors who apply or bid for an award of $100,000 or more shall file the certification required by
49 CFR part 20, "New Restrictions on Lobbying". Each tier certifies to the above that it will not or
has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also
disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made
lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant
or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the
recipient.
ARTICLE 24. BUY AMERICA
A. Vendor is directed to the "Buy America" requirements of the Surface Transportation
Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation Efficiency Act of
1991 (ISTEA) Sections 1041(a) and 1048(a) and the regulations adopted pursuant thereto. In
conformance with the law and regulations, all manufacturing processes for steel and iron
materials furnished for incorporation into the work on this Project shall occur in the United States;
with the exception that pig iron and processed, pellitized and reduced iron ore manufactured
outside of the United States may be used in domestic manufacturing process for such steel and
iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and
other coating that protects or enhances the value of steel or iron materials shall be considered a
manufacturing process subject to the "Buy America" requirements.
B. A Certificate of Compliance, conforming to the provisions of this Article shall be
furnished for steel and iron materials. The certificates, in addition to certifying that the materials
comply with the specifications, shall specifically certify that all manufacturing processes for the
materials occurred in the United States, except for the exceptions listed herein.
Orange County Transportation Authority 12
Revised: 05/10/2010
AGREEMENT NO. C-1-3099
EXHIBIT B
C. The requirements imposed by law and regulations do not prevent a minimal use of
foreign steel and iron materials of the total combined cost of the materials used does not exceed
one-tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater.
CITY shall furnish the AUTHORITY acceptable documentation of the quantity and value of the
foreign steel and iron prior to incorporating the materials in the work.
Orange County Transportation Authority 13
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT C
F0 EXHIBIT C: INVOICE TEMPLATE
OCTA Project Title:
Agency: Date:
To: Orange County Transportation Authority Invoice Number
550 S Main Street Invoice Date
P.O. Box 14184 Contract Number
Orange, CA 92863-1584 Approved FTA 5307
Attn: Adriann Cardoso Actual Local Match 0%
Date Qty Description Unit Price Total 5307.- Match
Expended
I Cumulative ,
Invoice Number Date FTA 5307- s F7TA 5307 ..
$ 500,000
1 $ - $ 500,000
2 $ - $ 500,000
3 $ - $ 500,000
I hereby certify that the statements provided here are true and correct regarding the
_ Project.
The invoice is a true, complete and correct statement of work performed, reimbursable costs and
progress;
The backup information included with the invoice is true, complete and correct in all material
respects.
Signed Date
* This is a template. Local agencies may develop their own form as long as all the relevant
information is present.
AGREEMENT NO. C-1-3099
EXHIBIT D
FA EXHIBIT D: FTA FUNDIN((: REIMBURSEMENT -
REQUIRED SUPPORTING DOCUMENTS
OCTA
Project Title:
Agency:
Required Attachments:
R Detailed Project Description
Invoice
Date:
Supporting Documentation:
Vendor/Contract Invoices
Cancelled Checks or Proof of Payment with Payment Date
Council Action aproving Contract (First Invoice Only)
Cost Estimate Update (First Invoice Only)
AGREEMENT NO. C-1-3099
EXHIBIT E
M
OCTA
Project Title:
Agency:
PROJECT S QUARTERLY REPORT FORM
Date:
SUMMARY OF MAJOR PROJECT MILESTONES
Schedule
Original Current
Completion Completion
Date Date
Pre-Preliminary Engineering
Alternatives Analysis Definition Report,
Draft Environmental Statement
New Starts NS Templates and Certifications
Project Cost Estimate
Project Scope Definition Report
Financial Plan
Project Management Plan and Associated Sub-
plans
Contract Packages Plan
Preliminary Engineering
Final NEPA Documentation
Travel Forecast Update
Before and After Study Update.
Project Cost Update
Project Scope Update
Project Financial Plan
Project Management Plan and Sub-Plans
Update
-
Grantee Letter of Request for FD Initiation
Submit Request for Authorization for Const (E-
76)
A detailed itemized list of required submittals is attached in the appendix of this report.
AGREEMENT NO. C-1-3099
EXHIBIT E
Funding Table:
Development Activities (Pre-PE)
Fund Source Fiscal
Year Original
Planned
Allocation Current
Estimates Actual
Expended Remaining
Allocation
Preliminary Engineering ($000's)
Fund Source Fiscal
Year Original
Planned
Allocation Current
Estimates Actual
Expended Remaining
Allocation
Major Activities:
Status:
Issues:
Name/Title:
Signature:
Phone:
Email:
AGREEMENT NO. C-1-3099
EXHIBIT E
M Appendix - Complete List of Project Deliverables
OCTA
Original Current
Completion Completion
Schedule Date Date
Pre-Preliminary Engineering
Study Initiation including: Purpose and Need
Statement
Alternatives Analysis including: Conceptual
Alternatives, Detailed Alternatives and Operating
Plans, Final Alternatives and Operating Plans,
Baseline Alternative
Completion of AA including: Alternatives
Analysis Final Report, LPA Selection by Grantee
Board, LPA Adoption by MPO
NEPA Scoping Report
Ridership Modeling including: Travel Forecast
Document, Documentation of Methodologies and
Assumptions, Summit Reports and Maps, Travel
Forecasts Template, Annualization Factor
Justification, User Benefit QC Worksheet
Before and After Study: Before and After Study
Plan, Documentation of Methods, "Predicted"
Results, Identification of Responsible Contractors
Draft EIS / EA Documents including: Public
Hearing and Comment, Draft EIS / EA report,
ADA Compliance
New Starts (NS) Templates and Certifications
including: Project Description Worksheet (Temp
1), Project Maps (Vicinity and State), Self-Cert of
Tech Methods, PL Assumptions, Project
Development Procedures (Temp 2), Project
Justification (Temp 3-7, 9-12), Baseline Approval,
SCC Annualized Cost Worksheets, Land Use
Supporting Information, Making the Case
Document
Project Cost - Summary of O&M Cost
Assumptions/ Productivities including: Capital
Cost in SCC Format, Capital Cost in Original
Format,
Scope - Project Plans and Drawings, Design
Criteria, Concept Design Drawings and
Specifications, Documentation of passenger level
boarding concept
AGREEMENT NO. C-1-3099
EXHIBIT E
Project Schedule
Financial Plan and Supporting Information/
Documentation including: Local Commitment
Worksheet (Temp 13),
Project Management Plan including: Project
Sponsor Staff Organization, Document Control
Procedures, Change Order Procedures, Material
Testing Procedures, Internal Reporting Procedures
Operational Testing Procedures, Management
Information System, Configuration Mgmt Plan,
Design Criteria for LPA, Draft Specs: key
features/facilities, Certification Checklist, Resp.
Matrix.
Quality Management Plan
Real Estate Acquisition Management Plan
(RAMP)
Rail Fleet Management Plan (RFMP)
Safety & Security Management Plan (SSMP)
Contingency Management Plan
Third-Party Agreements and Permits including:
Master Agreement, Interagency Agreement, Utility
Agreements, Public/Private, Joint Development,
Inter-Jurisdictional Agreements, Railroad
Agreement, Real Estate Agreement
Internal Risk Assessment (OCTA Led)
Contract Packages Plan for Entry to PE including:
Contracting Plan for PE Phase, Draft Contracting
Plan for FD/Const, Claims Avoidance Plan for PE
Phase
Value Engineering Analysis Report
Constructability Analysis Report
Preliminary Engineering Readiness Report
Project Development Agreement
Administrative Requirements including: Legal
Capacity (Authority to undertake implementation
of proposed transit mode)
Letter to Request Entry into PE
Preliminary Engineering
NEPA Documentation including: Final NEPA
Documentation, CE, FONSI or ROD,
Environmental Permits Defined.
Travel Forecast Update including: Travel
Forecasts Document, Documentation of
Methodologies and Assumptions, Summit Reports
and Maps, Travel Forecasts Template,
Annualization Factor Justification
AGREEMENT NO. C-1-3099
EXHIBIT E
Before and After Study Update: Before and After
Study Plan, Documentation of Methods,
"Predicted" Results, Identification of Responsible
Contractors
Project Cost Update including: Summary of O&M
Cost Assumptions/Productivities Project Cost
Validation, Capital Cost in SCC Format, Capital
Cost in Original Format
Project Scope Update including: Project Plans and
Drawings, Design Criteria, Standards and
Specifications, Master Permitting Plan and
Schedule, Geotechnical Baseline Report,
Documentation of passenger level boarding
concept, PE Design Analysis Report, Mass
Balance Diagrams, Facilities Plans and Elevations
Project Schedule Update
Project Financial Plan Update including: Project
Financial Plan, Supporting Information/
Documentation, Local Financial Commitment,
Local Commitment Worksheet (Temp 13), Check
for Financial Submittals
Project Management Plan Update including:
Project Sponsor Staff Organization, Document
Control Procedures, Change Order Procedures,
Material Testing Procedures, Internal Reporting
Procedures, Operational Testing Procedures,
Mgmt Information System, Configuration Mgmt
Plan
Quality Management Plan Update
Real Estate Acquisition Management Plan
(RAMP) Update
Rail Fleet Management Plan (RFMP) Update
Safety & Security Management Plan (SSMP)
-Update
Contingency Management Plan Update
Risk Management Plan - Risk Management Plan,
Project Info for Risk Assessment,
Policies/Procedures for Managing Risk in FD,
Risk Assessment Spot Report (FTA provided)
Third-Party Agreements and Permits Updates
including: Master Agreement, Interagency
Agreement, Utility Agreements, Public/Private,
Joint Development, Inter-Jurisdictional
Agreements, Railroad Agreement, Real Estate
Agreement
Contract Packages Update includin : Contract
AGREEMENT NO. C-1-3099
EXHIBIT E
Packages Defined, Contracting Plan for Final
Design Phase, Contracting Plan for
Construction/Procurement, Claims Avoidance
Plan for Final Design, Claims Avoidance Plan for
Construction/Procurement Phase, General
Conditions
Value Engineering Analysis Report
Constructability Analysis Report
Operating Plan
FRA/FTA Joint Use Policy Compliance / FRA
Waiver
PMO Final Design Readiness Spot Report
Project Development Agreement
Administrative Requirements including: Legal
Capacity (Authority to undertake implementation
of proposed transit mode), Authority to pursue and
contract with project delivery method proposed (if
-not 131313)
Grantee Letter of Request for FD Initiation
Submit Request for Authorization for Const (E-76)
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AGREEMENT NO. C-1-3099
EXHIBIT G
Small Starts/Very Small Starts Reporting Checklist
The following checklist is provided to aid project sponsors in preparing applications to enter into
project development for Small Starts and Very Small Starts. Specific information and
instructions regarding reporting Templates, Standardized Cost Categories, Summit reports,
financial plans, etc., are provided in much greater detail in the FTA guidance at its website for
New Starts Proiect Planning and Development.
Very
Reporting Item
Required Information
Small
Small
Starts Starts
Evidence of Basic Project Readiness
Alternatives Analysis Report Final Report
Selection of the Locally Preferred Alternative and Proof of local action
Adoption into Constrained Lon Range Plan
Agreement on Baseline Alternative ETA concurrence
Initial Information for Before and After Study Ridership and cost inputs and
estimates
NEPA Scoping (as appropriate to the NEPA Class of Scoping report or memorandum
Action) evincing completion
Evidence of Sponsor Technical Capacity Preliminary Project Management Plan,
and/or other materials
Project Background
Project Description Project Description
Template
Make the Case Document Narrative, Data, Maps, Graphics
Certification of Technical Methods and Planning Signed
Assumptions Certification
Project Maps
Project Site Map Map
Vicinity Map Map
Capital Costs
Standard Cost Categories, including schedule, inflation, SCC Worksheets
and funding
Annualized Cost Worksheets for Build and Baseline SCC Worksheets
Travel Forecasts*
User Benefits Forecasts Summit Reports
Thematic Maps and Legend Summit Output
Summary of Travel Forecasts Travel Forecast Template, Narrative,
Data as necessary)
o/M Costs
Summary of O&M Cost Productivities Narrative, Data
* Simplified travel forecasting procedures and results may be acceptable. Sponsors should discuss such procedures
with FTA.
Page 1 of 2
AGREEMENT NO. C-1-3099
EXHIBIT G
Reporting Item Required Information Small Very
Starts Small
Starts
Project Justification
Cost Effectiveness (Opening Year) Cost Effectiveness for Small Starts
Template
Annualization Factor Justification Narrative, Data
Transit Supportive Existing Land Use and Future Patterns
Quantitative Land Use Information for Small Starts Quantitative Land Use Information for
Small Starts Template
Qualitative Land Use Information for
Qualitative Land Use Information for Small Starts Small Starts Template, Narrative,
Data, Maps
Other Factors (Optional)
Evidence of Economic Development, Congestion Narrative
Data
Maps
Pricing , and other pro ect benefits ,
,
Local Financial Commitment"
Financial Plan Summary Finance Template
Evidence of Agency Financial Condition Audited Financial Statements
Evidence that Project O/M Costs are Within 5% of O/M Cost Analysis
Systemwide O/M Costs
Supporting Financial Documentation Narrative, Plans, Data, etc
"Assumes Small Starts/Very Small Starts qualify for streamlined financial evaluation. If not, New Starts financial
reporting requirements must be met.
Page 2 of 2
AGREEMENT NO. C-1-3099
EXHIBIT H
Side-by-Side of Required Information
for New Starts/Small Starts Evaluation and Rating
Reporting Item Required New Starts Small Starts Very Small Exempt
Information Starts
Project Background
Project
Project Description Description
Template
Make the Case Document* Narrative, Data,
Maps, Graphics
Certification of Technical Methods and Signed
Planning Assumptions Certification
Data,
methodology,
Documentation of existing, benefiting maps of affected
transit riders in corridor routes, evidence
of benefit for
affected riders
Project Maps
Project Site Map Map
Vicinity Map Map
Capital Costs
Standard Cost Categories, including SCC Worksheets
schedule, inflation, and funding
Annualized Cost Worksheets for Build SCC Worksheets
and Baseline
Travel Forecasts**
User Benefits Forecasts Summit Reports
Thematic Maps and Legend Summit Output
Travel Forecast
Summary of Travel Forecasts Template,
Narrative, Data
(as necessary)
O&M Costs
Summary of O&M Cost Productivities Narrative, Data
" Evaluated as an "Other Factor." Submission of any other "Other Factor" is optional.
"` Simplified travel forecasting procedures and results may be acceptable for Small Starts projects.
Sponsors should discuss such procedures with FTA.
Page 1 of 2
AGREEMENT NO. C-1-3099
EXHIBIT H
Reporting Item Required New Small Very Small Exempt
Information Starts Starts Starts
Project Justification
Mobility Improvements Mobility
Improvements
and Cost
Cost Effectiveness (2030) Effectiveness
Template
Cost
Cost Effectiveness (Opening Year) Effectiveness for
Small Starts
Temp late
Annualization Factor Justification Narrative, Data
Transit Supportive Existing Land Use and Future Patterns
Quantitative Land Use Information for Quantitative Land
New Starts Use Information
Template
Qualitative Land
Qualitative Land Use Information for Use Information
New Starts Template,
Narrative, Data,
Maps
Quantitative Land
Quantitative Land Use Information for Use Information
Small Starts for Small Starts
Template
Qualitative Land
Use Information
Qualitative Land Use Information for for Small Starts
Small Starts Template,
Narrative, Data,
Maps
Other Factors (Optional)
Evidence of Economic Development, Narrative
Data
Congestion Pricing, and other project ,
,
Maps
benefits
Local Financial Commitment***
Financial Plan Summary Finance Template
Checklist for Financial Submittals Checklist
Financial Plan,
20-year Capital Operating Plan 20-Year Cash
Flow
Financial Plan,
20-year Operating Financial Plan 20-Year Cash
Flow
Evidence of Agency Financial Audited Financial
Condition Statements
Evidence that Project O/M Costs are O/M Cost
Within 5% of Systemwide O/M Costs Analysis
Supporting Financial Documentation Narrative, Plans,
Data, etc
*** Assumes Small StartsNery Small Starts qualify for streamlined financial evaluation. If not, New Starts
financial reporting requirements must be met, but only covering the period up to and including the
opening year.
Page 2 of 2
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AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
Subgrantee:
Grant No.(s):
Project Description:
The following declarations and information are hereby provided related to the above-
referenced FTA-funded project during the past fiscal year:
1. GENERAL CERTIFICATIONS (to be completed by all sub-grantees)
A. Financial
1. Do you have the financial capacity to match FTA grant funds/FTA funded grant
projects? Yes No
2. Are your invoices being properly recorded and sent to OCTA by a supervising
project manager with knowledge of FTA Compliance?
Yes No
3. Are indirect costs being charged to grants? Yes No
If yes, do you have a cost allocation plan to support indirect administrative costs
related to a grant program? Yes No
4. Have annual single audits been conducted? Yes No
If Yes, please supply a copy to OCTA.
5. Are there any unresolved compliance issues in the single audits conducted in the
past three (3) years? Yes No
6. Have any internal, state, or local government audit reports had findings relating
to FTA program requirements? Yes No
If Yes, please supply a copy to OCTA
B. Satisfactory Continuine Control
1. Did you make incidental use of any FTA-funded property? Yes_ No
a. If yes, was FTA approval obtained?
Yes No
2. Do you maintain continuing control over the property? Yes No
3. Is revenue generated used for transit purposes? Yes No
Page I of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
C. Procurement
Do you have procurement policies and procedures that conform to applicable
federal laws? Yes No
Do any potential conflicts of interest exist between policy board
member/employees and consultants/vendors/suppliers or between a management
contractor and consultants/vendors/suppliers? Yes No
Do you allow for full and open competition for all transaction under the
following methods of procurement?
a. Micro-Purchases ($2,500 or less) Yes No
b. Small Purchases (More than $2,500, but not more than $100,000) Yes
No
c. Sealed Bids/Invitation for Bid (IFB) Yes No
d. Competitive Proposals/Request for Proposals (RFP) Yes No
e. Architectural and Engineering Services (A&E) Yes No
f. Revenue Contracts Yes No
D. Disadvantaged Business Enterprise (DBE)
Did you receive any complaints alleging that you did not comply with the DBE
regulations in the past three (3) years? Yes No
2. Did you award a contract to a firm that did not meet specific DBE contract goals?
Yes No
If Yes, how was it determined if "good faith efforts" by the firm were
sufficient?
E. Lobbying
Has your agency included the lobbying clause in all agreements and procurement
solicitations exceeding $100,000? Yes_ No
Has the grantee used non-federal funds for lobbying activities? Yes No
If yes, have the proper disclosures been made and filed with FTA on standard
form LLL? Yes No
Have all disclosures been updated quarterly if needed and so reported?
Yes No
F. Title VI - Civil Rights Compliance
Who at your agency is responsible for ensuring Title VI compliance?
Name:
Do you have a Title VI complaint process? Yes No
Page 2 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
3. Have you received any Title VI complaints during the past year?
Yes No
a. If yes, please explain:
G. Public Comment Process for Fare and Service Chanties
1. Do you have a locally developed process for soliciting and considering public
comments prior to a fare increase or major service reduction?
Yes No
2. Have you raised a fare or carried out a major reduction in service in the past three
(3) years? Yes No
a. If yes, please explain:
H. Americans with Disabilities Act (ADA)
1. Have you received any ADA-related complaints during the past year?
Yes No
a. If yes, please explain:
1. Safety and Security
1. Do you have a written policy on safety signed by the General Manager or the
Board of Directors Chairperson? Yes No
2. Do you have a written system safety program plan (SSPP) for its transit services?
Yes No
J. Drug-Free Workplace
1. Have you established a drug-free workplace according to state and federal
requirements? Yes No
2. Has any employee reported to you a criminal conviction for a drug statute
violation that occurred in the workplace? Yes No
a. If yes, was the FTA notified? Yes No
K. Drub and Alcohol Proeram
1. Do you and/or your contractors and subcontractors have a drug and alcohol
testing program for safety sensitive employees as defined by FTA?
Yes No
Page 3 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
2. Do you and/or your contractors and subcontractors conduct the following drug
and alcohol tests:
i. Pre-Employment (drugs only)? Yes No
ii. Random? Yes No
iii. Post-Accident? Yes No
iv. Reasonable suspicion? Yes No
V. Return to duty? Yes No
vi. Follow-up? Yes No
3. Do you and/or your contractors and subcontractors use drug testing laboratories
certified by the U.S. Department of Health and Human Services (DHHS)?
Yes No
L. Equal Employment Opportunity (EEO) (applicable for 50 or more employees)
1. Who at your agency is responsible for ensuring that EEO obligations are
fulfilled?
2. Have you received any EEO complaints during the past three (3) years?
Yes No
a. If yes, please explain:
M. Technical
1. How do you monitor contractors/lessees to ensure compliance with FTA
requirements?
II. FACILITY CERTIFICATIONS (to be completed only for facility projects i.e. transit
centers, bus shelters, etc.)
A. Satisfactory Continuine Control
1. Did you dispose of any FTA-funded real property or equipment?
Yes No
If yes, please attach a list of the property/equipment disposed of to this form.
Page 4 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
2. Was any real property or equipment removed from public transit service before
the end of its service life? Yes No
If yes, was FTA notified? Yes No
B. Maintenance
Do you have a current written maintenance plan for your federally funded
facilities and equipment? Yes No
2. Does the plan include a program of inspections and preventative maintenance
activities to ensure that assets are protected from deterioration and reach their
maximum useful life? Yes No
3. Does the maintenance plan prescribe a record keeping system for permanently
recording the maintenance history of the equipment/facility?
Yes No
4. Are your federally funded facilities/equipment being maintained on time and in
accordance with your maintenance plan?
Yes No
C. Procurement
Have all construction contracts greater than $2,000, incorporated the
Davis-Bacon Act Requirements? Yes No
2. Have you included a Buy America provision for all procurement of steel, iron
and manufactured products, except products with a waiver or small purchases of
$100,000 or less? Yes No
3. Have you obtained and retained Buy America certifications from successful
vendors for purchases of more than $100,000? Yes No
III. VEHICLE CERTIFICATIONS (to be completed only for rolling stock procurements i.e.
paratransit vehicles, buses, support vehicles, etc.)
A. Satisfactory Continuine Control
Do you have equipment records that provide the following information:
Description? Yes No
ii. I.D. Number? Yes No
Page 5 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
iii. Acquisition date? Yes No
iv. Cost? Yes No
V. Federal percentage? Yes No
vi. Grant Number? Yes No
vii. Location? Yes No
viii. Use and condition? Yes No
ix. Disposition action? Yes No
X. Vested title? Yes No
2. Did you dispose of any FTA-funded equipment?
Yes No
If yes, please attach a list of the equipment disposed of to this form.
3. Was any equipment removed from public transit service before the end of its
service life? Yes No
a. If yes, was FTA notified? Yes No
4. Do you have any federally funded equipment that is operated by contractors?
Yes No
a. If yes, do you maintain control of the equipment? Yes No
5. Please attach a list of all FTA-funded equipment with the current odometer
reading for each of your vehicles.
B. Maintenance
1. Do you or your contractor have a current written vehicle maintenance plan for
your federally funded rolling stock? Yes No
2. Is the written maintenance plan you use consistent with the manufacturer's
minimum maintenance requirements for vehicles under warranty?
Yes No
Page 6 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
3. Are your vehicle preventative maintenance inspections completed on time and
consistent with your established maintenance plan? Yes No
4. Are maintenance procedures for wheelchair lifts and other accessibility
equipment included in your maintenance plan and preventative maintenance
inspections?
Yes No
5. Are lifts and accessibility features repaired promptly as required by the DOT
ADA regulations? Yes No
C. Procurement
1. Have you included a Buy America provision for all procurement of steel, iron
and manufactured products, except products with a waiver or small purchases of
$100,000 or less? Yes No
2. Have you obtained and retained Buy America certifications from successful
vendors for purchases of more than $100,000? Yes No
D. Charter Service
1. Have you used any federally funded rolling stock for charter service?
Yes No_
If yes, was all charter service incidental service? Yes No
if yes, were records kept to fully recover the life of the property (i.e. were charter
use days/miles subtracted from vehicles total service days/miles)?
Yes No
2. Have any complaints been filed alleging that you have conducted charter service
in violation of FTA regulations? Yes No
E. School Bus
1. Have you operated exclusive school bus service?Yes No
2. Have you provided school "tripper service?" Yes No
Page 7 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
By signing below, I, on behalf of the aforementioned subgrantee, declare that the information
provided within this certification is true and correct to the best of my knowledge and that I am
authorized to make this declaration on behalf of my agency.
Signature
Print Name
Title
Date
By signing below, I, as the aforementioned subgrantee's contractor, declare that the information
provided as it pertains to my operations for said subgrantee is true and correct to the best of my
knowledge and that I am authorized to make this declaration on behalf of my firm.
Signature
Agency/Company Name
Date
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A-2011-255
COOPERATIVE AGREEMENT NO. C-1-3099 BETWEEN 1ECOT7
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
PROJECT DEVELOPMENT ACTIVITIES AND PRELIMINARY ENGINEERING OF
THE SANTA ANA AND GARDEN GROVE FIXED GUIDEWAY PROJECT
h
THIS AGREEMENT is effective this 9V ±day of :5NW C1 ?v R V 2012, 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, P.O. Box 1988, Santa Ana, California 92702, a
municipal corporation (hereinafter referred to as "CITY") (mutually referred to herein as "PARTIES"
or each individually as a "PARTY").
RECITALS:
WHEREAS, AUTHORITY and the CITY entered into Cooperative Agreement C-8-1157 on
September 9, 2008, to define the specific terms and conditions, and roles and responsibilities for
completion of the Alternatives Analysis, conceptual engineering, detailed planning, project
management and state/federal environmental clearance for the Santa Ana/Garden Grove Fixed-
Guideway; and
WHEREAS, the AUTHORITY's Board of Directors on November 22, 2010, approved
Project "S" funding application and funding plan providing Four Million Four Hundred Thirty Three
Thousand Three Hundred Sixty Dollars ($4,433,360) of Section 5307 transit funds (80%) and
Five Hundred Fifty Four One Hundred Seventy Thousand Dollars ($554,170) or (10%) of
Renewed Measure M (hereinafter referred to as "M2") Project S funds for the project development
activities and the Preliminary Engineering Phase (as defined in Project "S" application, received by
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i the AUTHORITY dated October 8, 2010) for the Santa Ana and Garden Grove Fixed Guideway
2 Corridor; (hereinafter referred to as "PROJECT"); and
3 WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement C-1-2447 on
4 May 20, 2011 to define the roles and responsibilities related to funding between the AUTHORITY
5 and CITY for the PROJECT; and
6 WHEREAS, on September 26, 2011, the AUTHORITY'S Board of Directors approved that
7 the AUTHORITY will serve as the Federal Transit Administration Grantee for the PROJECT and that
s the CITY will serve as the sub-recipient; and
9 WHEREAS, AUTHORITY and the CITY desire to amend and restate and enter into an
10 amended and restated Cooperative Agreement that supersedes Cooperative Agreement C-1-2447
ii to define the roles and responsibilities related to funding between the AUTHORITY and CITY for the
12 PROJECT; and
13 WHEREAS, the CITY is acting on behalf of itself as well as its partner, the City of Garden
14 Grove, as the local agency lead for the PROJECT; and
15 WHEREAS, the AUTHORITY and the CITY agree that the terms and conditions of this
16 Agreement only apply to the project development and Preliminary Engineering as that term is
17 defined by the Federal Transit Administration and that if the Santa Ana/Garden Grove Fixed-
is Guideway Project moves beyond the Preliminary Engineering PHASE, the AUTHORITY and the
19 CITY will be required to enter into additional agreements addressing, at a minimum, the roles and
20 responsibilities of the AUTHORITY and the CITY during design and construction of the Santa
21 Ana/Garden Grove Fixed-Guideway Project and the roles and responsibilities of the AUTHORITY
22 and the CITY relative to the operations and maintenance of the Santa Ana/Garden Grove Fixed-
23 Guideway Project after completion of construction; and
24 WHEREAS, the CITY has agreed to provide non federal funding in the amount of Five
25 Hundred Fifty Four Thousand One Hundred Seventy Dollars ($554,170) or (10%) as the required
26 local match for the PROJECT; and
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1 WHEREAS, the AUTHORITY is the designated grant recipient for Federal Transit
2 Administration (FTA) Section 5307 funds and will reimburse CITY for eligible expenditures,
3 contingent upon funds being approved by FTA; and
4 WHEREAS, AUTHORITY and CITY agree CITY must fulfill M2 eligibility requirements prior
5 to release of M2 funds; and
6 WHEREAS, CITY and AUTHORITY agree that the total full funding for the PROJECT
7 including project development activities and Preliminary Engineering shall be Five Million Five
8 Hundred Forty One Thousand Seven Hundred Dollars ($5,541,700) in accordance with EXHIBIT A
9 "FUNDING PLAN", attached hereto and incorporated by reference; and
10 WHEREAS, under the direction of the AUTHORITY, the CITY agrees to be responsible for
11 project development and Preliminary Engineering Phases of said PROJECT; and
12 WHEREAS, CITY and AUTHORITY are mutually desirous of advancing PROJECT and will
13 work cooperatively to identify potential funding sources to continue that effort; and
14 WHEREAS, CITY agrees to fulfill M2 Comprehensive Transportation Funding Program
15 Guidelines and FTA funding compliance and reporting requirements; and
16 WHEREAS, CITY and AUTHORITY agree if reimbursement procedures differ between M2
17 Comprehensive Transportation Funding Program and FTA reimbursement procedures, FTA
18 reimbursement procedures shall take precedence; and
19 WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding
20 responsibilities between AUTHORITY and CITY for completion of the PROJECT; and
21 WHEREAS, AUTHORITY's Board of Directors approved this Cooperative Agreement on
22 December 12, 2011.
23 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
24 follows:
25 /
26 /
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1 ARTICLE 1. COMPLETE AGREEMENT
2 A. This Agreement, including any attachments incorporated herein and made applicable
3 by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of
4 this agreement between AUTHORITY and CITY regarding the Parties roles and responsibilities in
5 the project development and Preliminary Engineering phase of the Santa Ana/Garden Grove Fixed-
6 Guideway Project. The invalidity in whole or in part of any term or condition of this Agreement shall
7 not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced
s Recitals are true and correct and are incorporated by reference herein.
9 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any
10 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
ii AUTHORITY's right to such performance or to future performance of such term(s) or condition(s),
12 and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any
13 portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed
14 in writing by an authorized representative of AUTHORITY by way of a written amendment to this
15 Agreement and issued in accordance with the provisions of this Agreement.
16 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any
17 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
is CITY's right to such performance or to future performance of such term(s) or condition(s), and
19 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any
20 portion of this Agreement shall not be binding upon CITY except when specifically confirmed in
21 writing by an authorized representative of CITY by way of a written amendment to this Agreement
22 and issued in accordance with the provisions of this Agreement.
23 /
24 /
25 /
26 /
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1 ARTICLE 2. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the
3 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate
4 and coordinate with the other in all activities covered by this Agreement and any other supplemental
s agreements that may be required to facilitate purposes thereof.
6 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
7 AUTHORITY agrees to the following responsibilities for PROJECT:
s A. AUTHORITY shall formally request on behalf of the CITY that the Southern California
9 Association of Governments (SCAG) amend the Federal Transportation Improvement Program (FTIP)
10 to provide FTA funding to the PROJECT, whereby AUTHORITY's performance under this Agreement is
11 contingent upon SCAG and FTA approval.
12 B. AUTHORITY will perform oversight of the M2 and federal funds in compliance with M2
13 eligibility guidelines, Comprehensive Transportation Funding Program Guidelines and Federal Transit
14 Administration (FTA) funding requirements.
15 C. AUTHORITY shall remit to CITY within 30 days of receipt of an acceptable invoice, in
16 accordance with ARTICLE 9 REQUEST FOR REIMBURSEMENT and EXHIBIT A "FUNDING
17 PLAN", reimbursement for development activities and preliminary engineering up to ninety (90%)
18 percent of eligible M2 and Section 5307 PROJECT costs. Such PROJECT costs shall not exceed the
19 sum of Four Million Nine Hundred Eighty Seven Thousand Five Hundred Thirty Dollars ($4,987,530)
20 and are subject to authorization through the AUTHORITY's annual budget process. AUTHORITY will
21 not be obligated to pay for any amount beyond what has been identified in this Article.
22 D. AUTHORITY shall process any required Federal Transportation Improvement Program
23 amendments and FTA grant agreements.
24 E. AUTHORITY shall review final drafts of, and the Chief Executive Officer of the
25 AUTHORITY or his designee shall approve, PROJECT documents that CITY prepares, or causes to be
26 prepared, related to the PROJECT, and provide comments and/or approval within 10 working days of
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receipt of such documents.
F. AUTHORITY shall undertake the following activities:
a. Execute the annual FTA certifications and assurances.
b. Execute the annual FTA Compliance Self-Certification;
c. Notify beneficiaries of protection under Title VI;
d. Maintain a Title VI complaint procedure;
e. Provide meaningful access to limited-English persons (LEP), low-income and
minority persons.
ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities for PROJECT:
A. CITY shall act as the lead agency for development activities and Preliminary
Engineering (PE) for the PROJECT.
B. Under the supervision, direction and approval of the AUTHORITY, CITY shall be
responsible for completing all PROJECT development activities as defined by FTA in EXHIBIT F "NEW
STARTS PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF PROJECT SPONSOR
SUBMITTALS TO FTA TO ENTER PRELIMINARY ENGINEERING (PE)" or EXHIBIT G "SMALL
STARTSIVERY SMALL STARTS REPORTING CHECKLIST", attached hereto and incorporated by
reference. Preliminary Engineering/Project Development checklist requirements vary depending upon if
the Santa Ana/Garden Grove Fixed-Guideway Project is eligible for New or Small Starts. A comparison
of new starts and small starts evaluation and rating is included in EXHIBIT H "SIDE-BY-SIDE OF
REQUIRED INFORMATION FOR NEW STARTS/SMALL STARTS EVALUATION AND RATING".
CITY and the AUTHORITY are responsible for meeting the appropriate requirements once the
appropriate federal funding program is identified pending confirmation of Santa Ana/Garden Grove
Fixed-Guideway Project's capital cost.
C. CITY shall be responsible for completing the aforementioned development activities
prior to AUTHORITY requesting entry into Preliminary Engineering from FTA. In the event FTA does
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i not approve entry into PE, AUTHORITY is not obligated to reimburse CITY for any additional
2 PROJECT costs, beyond Preliminary Engineering.
3 D. Upon FTA approval to enter into PE, under the direction of the AUTHORITY, CITY
a shall be responsible for completing activities defined by FTA in EXHIBIT I "NEW STARTS
s PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF PROJECT SPONSOR
6 SUBMITTALS TO FTA TO ENTER FINAL DESIGN (FD)", attached hereto and incorporated by
7 reference, before requesting entry into Final Design (FD).
s E. Preliminary Engineering is defined by the Federal Transit Administration as
9 completion of 30-50% of the design drawings and specifications. At the conclusion of PE, as required
10 by the Federal Transit Administration, under the direction of the AUTHORITY, CITY shall complete all
ii documentation including, but not limited to documentation that defines any required right-of-way
12 acquisition, utility relocation, third party agreements and the preparation of final construction plans
13 (including construction management plans), detailed specifications, construction cost estimates, and bid
la documents. Under the direction of the AUTHORITY, CITY shall prepare the PROJECT's final financial
is plan. CITY shall collect and analyze data needed to prepare the Before and After Study. Specifically,
16 the PE package shall include, but is not limited to:
17 1. Final Environmental Documentation
is 2. Vehicle fleet procurement strategy
19 3. 30% design completion including:
20 a. Complete alignment drawings
21 b. Complete station location drawings
22 c. 30% systems drawings including location of traction power substations
23 d. Major utility relocation mitigation plan
24 e. Real Estate parcel definition, Operations and Maintenance Facility
25 /
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COOPERATIVE AGREEMENT NO. C-1-3099
1 F. CITY shall conduct all procurement related activities for the PROJECT pursuant to
2 CITY's procurement policies and procedures and FTA requirements. If there is a conflict between
3 the CITY's procedures and the FTA procedures, the FTA procedures control.
4 G. CITY shall submit to AUTHORITY for review, comment and approval by the Chief
s Executive Officer of the AUTHORITY or his designee all final documents relative to the procurement
6 process including, but not limited to, the Request For Proposals (RFP) and resulting agreement
7 between the CITY and the selected entity, or entities, that shall pertain to the PROJECT. At least one
s AUTHORITY representative or representatives will serve on all procurement selection panels.
9 H. CITY shall meet with AUTHORITY on a regular basis, not less than once a month, to
10 review PROJECT status and discuss any PROJECT issues.
ii I. In preparation for the required FTA Risk Assessment, CITY shall actively participate in a
12 one-day workshop with the AUTHORITY to conduct a Preliminary Project Risk Assessment.
13 J. CITY shall be responsible for submitting quarterly reports as specified in EXHIBIT E
14 "FTA 5307 QUARTERLY REPORT FORM", attached hereto and incorporated by reference, for the
is PROJECT due on April 15, August 15, October 15 and January 15 of each year.
16 K. CITY shall be responsible for accepting and complying with all applicable FTA statutory,
17 regulatory and administrative requirements including, but not limited to, the sub-recipient monitoring
is process EXHIBIT J "OCTA PASS THROUGH GRANTEE ANNUAL FTA COMPLIANCE SELF
19 CERTIFICATION" performed by the AUTHORITY and/or the AUTHORITY's designee; and to comply
20 with U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative
21 Agreements to State and Local Governments," 49 C.F.R. Part 18. The CITY acknowledges that any
22 violation of a Federal requirement applicable to the CITY or this PROJECT may result in penalties
23 imposed by the FTA. The CITY agrees that failure to comply with any of the above-referenced
24 requirements may result in the withholding of funds by the AUTHORITY or the termination of this
25 AGREEMENT.
26 L. CITY shall comply with all FTA third party procurement and contracting laws and
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1 regulations and include EXHIBIT B "REQUIRED FEDERAL CLAUSES", attached hereto and
2 incorporated by reference, in all third party contracts.
3 M. CITY agrees that M2 funding is subject to CITY meeting M2 eligibility requirements.
4 N. CITY shall be responsible for completing the PROJECT in accordance with EXHIBIT A
5 "FUNDING PLAN", timely use of funds requirements, FTA guidelines, and any and all other
6 requirements of the federal, state, or local agency requirements for FTA Section 5307 Funding and M2
7 Funding programs.
s O. CITY shall be responsible for immediately notifying the AUTHORITY in writing of any
9 changes to the PROJECT schedule that would jeopardize funding of the PROJECT.
10 P. CITY agrees that the overall budget for this PROJECT is a not-to-exceed amount of Five
ii Million Five Hundred Forty One Thousand Seven Hundred Dollars ($5,541,700) and CITY shall be the
12 responsible for any cost overruns.
13 Q. CITY shall contribute at least 10% of PROJECT costs as the required local
14 contribution of matching funds (other than Federal Funds), as specified in EXHIBIT A "FUNDING
15 PLAN", toward the actual costs of PROJECT.
16 R. CITY shall maintain or acquire sufficient legal, technical, and managerial capacity to
17 plan, manage, and complete the PROJECT, to comply with the terms of this Agreement, the
is approved PROJECT budget, and all applicable Federal laws, executive orders, regulations,
19 directives, and published policies governing the PROJECT.
20 S. CITY shall complete the Preliminary Engineering Phase of the PROJECT as set forth
21 in this AGREEMENT in a proper and timely manner.
22 ARTICLE 5. IT IS MUTUALLY UNDERSTOOD AND AGREED
23 All parties agree to the following mutual responsibilities regarding PROJECT:
24 A. The AUTHORITY shall review, provide input to, and approve all PROJECT
25 documents that are submitted to FTA.
26 /
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i B. AUTHORITY representative shall be an integral and on-going part of PROJECT
2 reviews. CITY acknowledges that the AUTHORITY has final approval authority.
3 C. The above on-going responsibilities entitle AUTHORITY, and any of their designated
4 consultants, the opportunity to: attend monthly coordination meetings, have final draft PROJECT
s materials sent to them in a timely manner so as to be able to provide meaningful input, and have
6 iterative review and comment opportunity as warranted by the process.
7 ARTICLE 6. DELEGATED AUTHORITY
s The actions required to be taken by CITY in the implementation of this Agreement are
9 delegated to its City Manager, or his designee, and the actions required to be taken by AUTHORITY
10 in the implementation of this Agreement are delegated to its Chief Executive Officer, or designee.
ii ARTICLE 7. AUDIT AND INSPECTION
12 A. AUTHORITY and CITY shall maintain a complete set of records in accordance with
13 generally accepted accounting principles. Upon reasonable notice, AUTHORITY and CITY shall
14 permit each PARTY's authorized representatives to inspect and audit all work, materials, payroll,
15 books, accounts, and other data and records of the other PARTY for a period of four (4) years after
16 final payment, or until any on-going audit is completed. For purposes of audit, the date of
17 completion of this Agreement shall be the date of the AUTHORITY's final notice of project
is completion. Each PARTY shall have the right to reproduce any such books, records, and accounts
19 of the other PARTY relative to PROJECT. The above provision with respect to audits shall extend to
20 and/or be included in contracts with CITY's contractors and subcontractors.
21 B. Upon request, the CITY agrees to permit the AUTHORITY, the U.S. Secretary of
22 Transportation, the Comptroller General of the United States, or their authorized representatives, to
23 inspect all PROJECT work, materials, payrolls, and other data, and to audit the books, records, and
24 accounts of the Recipient and its sub recipients pertaining to the PROJECT.
25 /
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i ARTICLE 8. INDEMNIFICATION
z A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors,
3 employees and agents from and against any and all claims (including attorney's fees and
a reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including
s death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be
6 caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors,
7 employees or agents in connection with or arising out of the performance of this Agreement.
8 B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors,
9 employees and agents from and against any and all claims (including attorney's fees and reasonable
io expenses for litigation or settlement) for any loss or damages, bodily injuries, including death,
ii worker's compensation subrogation claims, damage to or loss of use of property alleged to be
12 caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors,
13 employees or agents in connection with or arising out of the performance of this Agreement.
la C. The indemnification and defense obligations of this Agreement shall survive its
is expiration or termination.
16 ARTICLE 9. REQUEST FOR REIMBURSEMENT
17 A. CITY shall prepare and submit to AUTHORITY an invoice every 30 days as specified
la in EXHIBIT C, "INVOICE TEMPLATE" and supporting documentation as specified in EXHIBIT D,
19 "FTA FUNDING REIMBURSEMENT - REQUIRED SUPPORTING DOCUMENTS" of this
20 Agreement, both of which are attached hereto and incorporated by reference. CITY's invoice shall
21 include allowable PROJECT costs incurred and paid for by CITY. The invoice submitted by CITY
22 shall be signed by an authorized agent who can duly certify the accuracy of the included information.
23 Advance payments by AUTHORITY are not allowed.
24 B. The invoice shall be submitted on CITY's letterhead.
25 C. The invoice shall be submitted by CITY and in duplicate to AUTHORITY's Accounts
26 Payable Office. Each invoice shall include the following information:
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1. Agreement Number C-1-3099;
2. Support documentation for all expenses invoiced.
3. Adequate detail describing all work completed by phase as identified in
EXHIBIT A, "FUNDING PLAN."
4. Such other information as requested by AUTHORITY.
D. Eligible PROJECT costs are described in the Federal Grant and in the FTA
guidelines.
E. CITY shall consult with AUTHORITY's Project Manager for questions regarding non-
reimbursable expenses.
F. Total payments shall not exceed the Funding Amount specified in ARTICLE 2
RESPONSIBILITIES OF AUTHORITY, Paragraph C, above. No invoice shall be processed by
AUTHORITY after the Federal Grant termination date.
G. If any FTA Section 5307 funded amounts paid to CITY are disallowed or not
reimbursed by the FTA for any City violation of said FTA Section 5307, CITY shall remit to
AUTHORITY the disallowed or non-reimbursed amount(s) within 30 days from receipt of
AUTHORITY's notice. All payments made by AUTHORITY hereunder are subject to the audit
provisions contained herein and within the Federal Grant.
ARTICLE 10. AVAILABILITY OF FUNDS
This Agreement will allow AUTHORITY to reimburse the CITY with Federal Funds from the
Federal Grant to CITY. The Federal Funds are subject to the terms and conditions of this
Agreement, the Federal Grant, and the applicable requirements of AUTHORITY and the FTA. This
Agreement neither implies nor obligates any funding commitment by AUTHORITY as specified in
EXHIBIT A, "FUNDING PLAN". All funds are contingent upon federal appropriation, the FTA's
approval of a grant application, and for Preliminary Engineering funds, FTA's approval for the
PROJECT to enter into Preliminary Engineering. If a Letter of No Prejudice is issued by the FTA,
CITY shall assume all the risk of spending the Local Match early on in the PROJECT.
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I ARTICLE 11. REPORTING
2 A. Types of Reports: The CITY agrees to submit to the AUTHORITY any reports that the
3 AUTHORITY is required to submit to FTA as required by FTA's administrative regulations for grants
4 and cooperative agreements and any other reports the Federal Government may require.
s B. Format Requirements for Reports: The CITY agrees that all reports and other
6 documents or information intended for public availability developed in the course of the PROJECT
7 and required to be submitted to FTA must be prepared and submitted in electronic and or
s typewritten hard copy formats as FTA may require.
9 C. Timing of Submittal of Reports: The CITY agrees that it will submit reports to the
10 AUTHORITY in accordance with a schedule agreed to by the CITY and AUTHORITY. However, the
ii CITY agrees that quarterly report information must be submitted to the AUTHORITY within fifteen
12 (15) days after the end of the calendar quarter for which the information in the report in being
13 submitted.
14 ARTICLE 12. ADDITIONAL PROVISIONS
is All parties agree to the following mutual responsibilities regarding PROJECT:
16 A. Term of Agreement: This Agreement shall continue in full force and effect through
17 October 31, 2014. This Agreement may only be extended upon mutual agreement by both parties.
is B. Termination: Either party may initiate proceedings to terminate this Agreement by
19 giving thirty (30) days written notice; however, this Agreement shall not be terminated without mutual
20 agreement of both parties.
21 C. Compliance: AUTHORITY and CITY shall comply with all applicable federal, state,
22 and local laws, statutes, ordinances, and regulations of any governmental authority having
23 jurisdiction over the PROJECT.
24 D. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
25 execute this Agreement on behalf of said parties and that, by so executing this Agreement, the
26 parties hereto are formally bound to the provisions of this Agreement.
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E. Amendments: 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.
F. Notices: 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:
To CITY: To AUTHORITY:
City of Santa Ana Orange County Transportation Authority
P.O. Box 1988 550 South Main Street
Santa Ana, CA 92702 P. O. Box 14184
Orange, CA 92863-1584
Attention: Raul Godinez Attention: Meena Katakia
Executive Director, Public Works Manager, Capital Projects
cc: Kelly Hart, Project Manager
Tel: (714) 647-5690 Tel: (714) 560-5694; Fax: (714) 560-5792
Email: rgodinez@santa-ana.org Email: mkatakia@octa.net
G. Headings: 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.
H. Successors and Assigns: The provisions 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.
1. Severability: 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.
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i J. Counterparts of Agreement: This Agreement may be executed and delivered in any
2 number of counterparts, each of which, when executed and delivered shall be deemed an original
3 and all of which together shall constitute the same agreement. Facsimile signatures will be
4 permitted.
5 K. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or
6 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
7 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
s void and of no force and effect. Consent to one assignment shall not be deemed consent to any
9 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
10 L. Obligations to Comply with Law: Nothing herein shall be deemed nor construed to
ii authorize or require any Party to issue bonds, notes, or other evidences of indebtedness under the
12 terms, in amounts, or for purposes other than as authorized by local, state, or federal law.
13 M. Governing Law: The laws of the State of California and applicable local and federal
14 laws, regulations, and guidelines shall govern this Agreement.
15 N. Litigation Fees: Should litigation arise out of this Agreement for the performance thereof,
16 each party shall be responsible for its own costs and expenses, including attorney's fees.
17 O. Force Maieure: Either party shall be excused from performing its obligations under this
is Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
19 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
20 commandeering of material, products, plants or facilities by the federal, state or local government;
21 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of
22 such cause is presented to the other party, and provided further that such nonperformance is
23 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing.
24 /
25 /
26 /
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L: Camm\CLERICAL\CLERICAL\WORDPROCIAGREEWMEND\AG 13009
COOPERATIVE AGREEMENT NO. C-1-3099
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This Agreement shall be effective upon execution by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement
No. C-1-3099 to be executed on the date first above written.
CITY OF SANTA ANA
ORANGE COUNTY TRANSPORTATION AUTHORITY
By: By:
Paul Walters
Interim City Manager
ATTEST:
By: ,,J
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Will Kempton
Chief Executive Officer
APPROVED AS TO FORM:
By:
Kennard R. Smart, Jr.
General Counsel
APPROVAL RECOMMENDED:
By: By:
"Joe Straka
Interim City Attorney
Dated:
Jim Beil, P.E.
Executive Director, Capital Programs
Dated:
Required Attachments:
1. EXHIBIT A "FUNDING PLAN"
2. EXHIBIT B "REQUIRED FEDERAL CLAUSES"
3. EXHIBIT C, "INVOICE TEMPLATE"
4. EXHIBIT D, "FTA FUNDING REIMBURSEMENT- REQUIRED SUPPORTING
DOCUMENTS"
5. EXHIBIT E "FTA 5307 QUARTERLY REPORT FORM"
6. EXHIBIT F "NEW STARTS PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF
PROJECT SPONSOR SUBMITTALS TO FTA TO ENTER PRELIMINARY ENGINEERING
(PE)"
7. EXHIBIT G "SMALL STARTS/VERY SMALL STARTS REPORTING CHECKLIST"
8. EXHIBIT H "SIDE-BY-SIDE OF REQUIRED INFORMATION FOR NEW STARTS/SMALL
STARTS EVALUATION AND RATING"
9. EXHIBIT I "NEW STARTS PROJECT PLANNING AND DEVELOPMENT CHECKLIST OF
PROJECT SPONSOR SUBMITTALS TO FTA TO ENTER FINAL DESIGN (FD)"
10. EXHIBIT J "OCTA PASS THROUGH GRANTEE ANNUAL FTA COMPLIANCE SELF
CERTIFICATION"
Page 16 of 16
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E
AGREEMENT NO. C-1-3099
EXHIBIT B
REQUIRED FEDERAL CLAUSES
DEFINITIONS
The Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY")
., (hereinafter referred to as "CITY").
The CITY agrees to include the clauses set forth in this Exhibit B in each contract stating the
contractor's responsibilities under Federal law, regulation, or directive, including any necessary
provisions requiring the contractor to extend applicable requirements to its subcontractors to the
lowest tier necessary.
The following provisions apply to all purchases regardless of its value:
ARTICLE 1. FEDERAL CHANGES
CITY shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the agreement
between the AUTHORITY and FTA, as they may be amended or promulgated from time to time
during this Agreement. CITY's failure to comply shall constitute a material breach of contract.
ARTICLE 2. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
AUTHORITY and CITY acknowledge and agree that, notwithstanding any concurrence
by the Federal Government in or approval of the solicitation or award of the underlying
Agreement, absent the express written consent by the Federal Government, the Federal
Government is not a party to this Agreement and shall not be subject to any obligations or
liabilities to the AUTHORITY, CITY, or any other party (whether or not a party to this Agreement)
pertaining to any matter resulting from the underlying Agreement. CITY agrees to include these
requirements in all of its subcontracts.
ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND
RELATED ACTS
A. CITY acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 U.S.C. §§3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this project. Accordingly, by
signing this Agreement, CITY certifies or affirms the truthfulness and accuracy of any statement it
has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement
of the FTA assisted project for which this Agreement's work is being performed. CITY also
acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification, the Federal Government reserves the right to impose
Orange County Transportation Authority
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
penalties of the Program Fraud Civil Remedies Act of 1986 on the CITY to the extent the Federal
Government deems appropriate.
B. CITY also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government under an
agreement connected with a project that is financed in whole or part with Federal assistance
awarded by FTA under the authority of 49 U.S.C. §5307 et seq., the Government reserves the
right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307(n) (1) et seq. on the CITY,
to the extent the Federal Government deems appropriate. CITY agrees to include this
requirement in all of its subcontracts.
ARTICLE 4. CIVIL RIGHTS ASSURANCE
During the performance of this Agreement, CITY, for itself, its assignees and successors
in interest agree as follows:
A. Compliance with Regulations: CITY shall comply with the Regulations relative to
nondiscrimination in federally assisted programs of the Department of Transportation
(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended
from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this Agreement.
B. Nondiscrimination: CITY, with regard to the work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection
and retention of subcontractors, including procurements of materials and leases of equipment.
The CITY shall not participate either directly or indirectly in the discrimination prohibited by
Section 21.5 of the Regulations, including employment practices when the Agreement covers a
program set forth in Appendix B of the Regulations.
C. Solicitations for Subcontracts. Including Procurement of Materials and Equipment: In
all solicitations either by competitive bidding or negotiation made by the CITY for work to be
performed under a subcontract, including procurements of materials or leases of equipment,
each potential subcontractor or supplier shall be notified by the CITY of the CITY's obligations
under this Agreement and the Regulations relative to nondiscrimination on the grounds of race,
color, or national origin.
D. Information and Reports: CITY shall provide all information and reports required by
the Regulations or directives issued pursuant thereto, and shall permit access to its books,
records, accounts, other sources of information and its facilities as may be determined by the
AUTHORITY to be pertinent to ascertain compliance with such Regulations, orders and
instructions. Where any information required of a CITY is in the exclusive possession of another
who fails or refuses to furnish this information the CITY shall so certify to the AUTHORITY as
appropriate, and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of the CITY's noncompliance with
nondiscrimination provisions of this Agreement, the AUTHORITY shall impose Agreement
sanctions as it may determine to be appropriate, including, but not limited to:
1. Withholding of payments to the CITY under the Agreement until the CITY
complies; and/or
2. Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Title VI of the Civil Rights Act. In determining the types of property or services to
acquire, no person in the United States shall, on the grounds of race, color, or national origin, be
excluded from participation in, be denied the benefits of, or otherwise be subjected to
discrimination under any program or activity receiving Federal financial assistance in violation of
Orange County Transportation Authority 2
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AGREEMENT NO. C-1-3099
EXHIBIT B
Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000d et seq. and DOT
regulations, "Nondiscrimination in Federally Assisted Programs of the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR Part 21. In
addition, FTA Circular 4702. 1, "Title VI and Title VI-Dependent Guidelines for FTA Recipients,"
05-13-07, provides FTA guidance and instructions for implementing DOT's Title VI regulations.
G. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections
12101 et seq., prohibits discrimination against qualified individuals with disabilities in all
programs, activities, and services of public entities, as well as imposes specific requirements on
public and private providers of transportation.
H. Incorporation of Provisions: CITY shall include the provisions of paragraphs (A)
through (H) in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Regulations, or directives issued pursuant thereto. The CITY shall take
such action with respect to any subcontract or procurement as the AUTHORITY may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, however,
that in the event a CITY becomes involved in, or is threatened with, litigation with a subcontractor
or supplier as a result of such direction, the CITY may request the AUTHORITY to enter into
such litigation to protect the interests of the AUTHORITY, and, in addition, the CITY may request
the United States to enter into such litigation to protect the interests of the United States.
ARTICLE 5. DISADVANTAGED BUSINESS ENTERPRISES
A. In accordance with federal financial assistance agreements with the U.S.
Department of Transportation (U.S. DOT), the Orange County Transportation Authority
(AUTHORITY) has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in
conformance with Title 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in
Department of Transportation Programs". The project is subject to these stipulated regulations.
In order to ensure that the Authority achieves its overall DBE Program goals and objectives, the
Authority encourages the participation of DBEs as defined in 49 CFR 26 in the performance of
contracts financed in whole or in part with U.S. DOT funds. Pursuant to the intent of these
Regulations, it is also the policy of the Authority to:
1. Fulfill the spirit and intent of the Federal DBE Program regulations published
under U.S. DOT Title 49 CFR, Part 26, by ensuring that DBEs have equitable access to
participate in all of Authority's DOT-assisted contracting opportunities.
2. Ensure that DBEs can fairly compete for and perform on all DOT-assisted
contracts and subcontracts.
3. Ensure non-discrimination in the award and administration of AUTHORITY's
DOT-assisted contracts.
4. Create a level playing field on which DBEs can compete fairly for DOT-assisted
contracts.
5. Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are
permitted to participate as DBEs.
6. Help remove barriers to the participation of DBEs in DOT-assisted contracts.
7. Assist in the development of firms that can compete successfully in the
marketplace outside the DBE Program.
B. CITY shall not discriminate on the basis of race, color, national origin, or sex in
the award and performance of subcontracts. Any terms used in this section that are defined in
49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the
Regulations. In the event of any conflicts or inconsistencies between the Regulations and the
Authority's DBE Program with respect to DOT-assisted contracts, the Regulations shall prevail.
Orange County Transportation Authority 3
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AGREEMENT NO. C-1-3099
EXHIBIT B
C. AUTHORITY's New Race-Neutral DBE Policy Implementation Directives:
Pursuant to recently released Race-Neutral DBE policy directives issued by the U.S. DOT in
response to the Ninth Circuit U.S. Court of Appeals decision in Western States Paving Co. V.
Washington State Department of Transportation, the Authority has implemented a wholly
Race-Neutral DBE Program.
A Race-Neutral DBE Program is one that, while benefiting DBEs, is not solely focused on
DBE firms. Therefore, under a Race-Neutral DBE Program, AUTHORITY does not establish
numeric race-conscious DBE participation goals on its DOT-assisted contracts. CITY shall
not be required to achieve a specific level of DBE participation as a condition of contract
compliance in the performance of this DOT-assisted contract. However, CITY shall adhere to
race-neutral DBE participation commitment(s) made at the time of contract award.
D. Definitions: The following definitions apply to the terms as used in these
provisions:
1. "Disadvantaged Business Enterprise (DBE)" means a small business concern: (a)
which is at least 51 percent owned by one or more socially and economically disadvantaged
individuals or, in the case of any publicly-owned business, at least 51 percent of the stock of which
is owned by one or more socially and economically disadvantaged individuals; and (b) whose
management and daily business operations are controlled by one or more of the socially and
economically disadvantaged individuals who own it.
2. "Small Business Concern" means a small business as defined pursuant to
Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto,
except that a small business concern shall not include any concern or group of concerns
controlled by the same socially and economically disadvantaged individual or individuals which
has annual average gross receipts in excess of $19.57 million over the previous three fiscal
years.
3. "Socially and Economically Disadvantaged Individuals" means those individuals
who are citizens of the United States (or lawfully admitted permanent residents) and who are
Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, or Asian-
Indian Americans, women and any other minorities or individuals found to be disadvantaged by
the Small Business Administration pursuant to Section 8(a) of the Small Business Act, or by the
Authority pursuant to 49 CFR part 26.65. Members of the following groups are presumed to be
socially and economically disadvantaged:
a. "Black Americans," which includes persons having origins in any of the Black
racial groups of Africa;
b. "Hispanic Americans," which includes persons of Mexican, Puerto Rican,
Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless
of race;
c. "Native Americans," which includes persons who are American Indians,
Eskimos, Aleuts, or Native Hawaiians;
d. "Asian-Pacific Americans," which includes persons whose origins are from
Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the
U.S. Trust Territories of the Pacific, and the Northern Marianas;
e. "Asian-Indian Americans," which includes persons whose origins are from
India, Pakistan, and Bangladesh; and
f. Women, regardless of ethnicity or race.
4. "Owned and Controlled" means a business: (a) which is at least 51 percent
owned by one or more "Socially and Economically Disadvantaged Individuals" or, in the case of a
publicly-owned business, at least 51 percent of the stock of which is owned by one or more
"Socially and Economically Disadvantaged Individuals"; and (b) whose management and daily
business operations are controlled by one or more such individuals.
Orange County Transportation Authority 4
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AGREEMENT NO. C-1-3099
EXHIBIT B
5. "Manufacturer" means a firm that operates or maintains a factory or establishment
that produces on the premises the materials or supplies obtained by the CITY.
6. "Regular Dealer" means a firm that owns, operates or maintains a store,
warehouse, or other establishment in which the materials or supplies required for the
performance of the contract are bought, kept in stock, and regularly sold to the public in the usual
course of business. The firm must engage in, as its principal business, and in its own name, the
purchase and sale of the product in question. A regular dealer in such bulk items as steel,
cement, gravel, stone and petroleum products need not keep such products in stock if it owns or
operates distribution equipment.
7. "Other Socially and Economically Disadvantaged Individuals" means those
individuals who are citizens of the United States (or lawfully admitted permanent residents) and
who, on a case-by-case basis, are determined by Small Business Administration or AUTHORITY
to meet the social and economic disadvantage criteria described below.
a. Social Disadvantage: The individual's social disadvantage must stem from
his/her color, national origin, gender, physical handicap, long-term residence in an environment
isolated from the mainstream of American society, or other similar cause beyond the individual's
control.
i. The individual must demonstrate that he/she has personally suffered
social disadvantage.
ii. The individual's social disadvantage must be rooted in treatment, which
he/she has experienced in American society, not in other countries.
iii The individual's social disadvantage must be chronic, longstanding and
substantial, not fleeting or insignificant.
iv. The individual's social disadvantage must have negatively affected
his/her entry into and/or advancement in the business world.
v. A determination of social disadvantage must be made before proceeding
to make a determination of economic disadvantage.
b. Economic Disadvantage
i. The individual's ability to compete in the free enterprise system has been
impaired due to diminished capital and credit opportunities, as compared to others in the same
line of business and competitive market area that are not socially disadvantaged.
ii. The following criteria will be considered when determining the degree of
diminished credit and capital opportunities of a person claiming social and economic
disadvantage:
With respect to the individual:
• availability of financing
• bonding capability
• availability of outside equity capital
• available markets
With respect to the individual and the business concern:
• personal and business assets
• personal and business net worth
• personal and business income and profits
E. Race-Neutral DBE Submission and Ongoing Reporting Requirements (Post-
Award).
CITY shall complete and submit the following DBE exhibits (forms) at the times
specified: "Monthly Race-Neutral DBE Subcontractors Paid Report Summary and Payment
Verification" (Form 103). If CITY is a DBE firm and/or has proposed to utilize DBE firms, CITY
will be required to complete and submit a Form 103 to AUTHORITY by the 10th of each month
Orange County Transportation Authority 5
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AGREEMENT NO. C-1-3099
EXHIBIT B
until completion of the contract to facilitate reporting of race-neutral DBE participation,
following the first month of contract activity. CITY shall report the total dollar value paid to
DBEs for the applicable reporting period. CITY shall also report the DBE's scope of work and
the total subcontract value of commitment for each DBE reported. CITY is advised not to
report the participation of DBEs toward CITY's race-neutral DBE attainment until the amount
being counted has been paid to the DBE. Upon completion of the contract, CITY will be
required to prepare and submit to the Authority a "Race-Neutral DBE Subcontractors Paid
Report Summary and Payment Verification" (Form 103) clearly marked "Final" to facilitate
reporting and capturing actual DBE race-neutral attainments. CITY shall complete and submit
a Final Form 103 whether or not DBEs were utilized in the performance of the contract.
F. DBE Eligibility and Commercially Useful Function Standards: A DBE must be a
small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and
relevant regulations promulgated pursuant thereto. A DBE may participate as a prime contractor,
subcontractor, joint venture partner with a prime or subcontractor, vendor of material or supplies,
or as a trucking company. A DBE joint venture partner must be responsible for specific contract
items of work, or clearly defined portions thereof. Responsibility means actually performing,
managing and supervising the work with its own forces. The DBE joint venture partner must
share in the capital contribution, control, management, risks and profits of the joint venture
commensurate with its ownership interest. A DBE must perform a commercially useful function in
accordance with 49 CFR 26.55 (i.e., must be responsible for the execution of a distinct element
of the work and must carry out its responsibility by actually performing, managing and
supervising the work). A DBE should perform at least thirty percent (30%) of the total cost of its
contract with its own workforce to presume it is performing a commercially useful function. DBEs
must be certified by the California Unified Certification Program (CUCP). Listings of DBEs
certified by the CUCP are available from the following sources: The CUCP web site, which can
be accessed at http://www.californiaucp.com; or the Caltrans "Civil Rights" web site at
http://www.dot.ca.gov/hq/bep. The CUCP DBE Directory, which may be obtained from the
Department of Transportation, Material Operations Branch, Publication Distribution Unit, 1900
Royal Oaks Drive, Sacramento, California 95815; Telephone: (916) 445-3520.
G. DBE Crediting Provisions: When a DBE is proposed to participate in the contract,
either as a prime CITY or Subcontractor, only the value of the work proposed to be performed by
the DBE with its own forces may be counted towards race-neutral DBE participation. If CITY is a
DBE joint venture participant, only the DBE proportionate interest in the joint venture shall be
counted. If a DBE intends to subcontract part of the work of its subcontract to a lower tier
Subcontractor, the value of the subcontracted work may be counted toward race-neutral DBE
participation only if the DBE Subcontractor is a certified DBE and actually performs the work with
their own forces. Services subcontracted to a non-DBE firm may not be credited toward the
prime Contractor's race-neutral DBE attainment. CITY is to calculate and credit participation by
eligible DBE vendors of equipment, materials, and suppliers toward race-neutral DBE attainment,
as follows: Sixty percent (60%) of expenditure(s) for equipment, materials and supplies required
under the Contract, obtained from a regular dealer; or One hundred percent (100%) of
expenditure(s) for equipment, materials and supplies required under the Contract, obtained from
a DBE manufacturer. The following types of fees or commissions paid to DBE Subcontractors,
Brokers, and Packagers may be credited toward the prime CITY's race-neutral DBE attainment,
provided that the fee or commission is reasonable, and not excessive, as compared with fees or
commissions customarily allowed for similar work, including: Fees and commissions charged for
providing bona fide professional or technical services, or procurement of essential personnel,
facilities, equipment, materials, or supplies required in the performance of the Contract; Fees
charged for delivery of material and supplies (excluding the cost of materials or supplies
themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of,
Orange County Transportation Authority 6
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AGREEMENT NO. C-1-3099
EXHIBIT B
or a regular dealer in, the material and supplies; Fees and commissions charged for providing
any insurance specifically required in the performance of the Contract. CITY may count the
participation of DBE trucking companies toward race-neutral DBE attainment, as follows: The
DBE must be responsible for the management and supervision of the entire trucking operation
for which it is responsible on a particular contract. The DBE must itself own and operate at least
one fully licensed, insured, and operational truck used on the Contract. The DBE receives credit
for the total value of the transportation services it provides on the contract using trucks it owns,
insures, and operates using drivers it employs. The DBE may lease trucks from another DBE
firm, including an owner-operator who is certified as a DBE. The DBE who leases trucks from
another DBE receives credit for the total value of the transportation services the lessee DBE
provides on the contract. The DBE may also lease trucks from a non-DBE firm, including an
owner-operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee
or commission it receives as a result of the lease arrangement. The DBE does not receive credit
for the total value of the transportation services provided by the lessee, since these services are
not provided by a DBE. For purposes of this paragraph, a lease must indicate that the DBE has
exclusive use of and control over the truck. This does not preclude the leased truck from working
for others during the term of the lease with the consent of the DBE, so long as the lease gives the
DBE absolute priority for use of the leased truck. Leased trucks must display the name and
identification number of the DBE. If CITY listed a non-certified DBE 1St tier subcontractor to
perform work on this contract, and the non-certified DBE subcontractor subcontracts a part of its
work or purchases materials and/or supplies from a lower tier DBE certified Subcontractor or
Vendor, the value of work performed by the lower tier DBE firm's own forces can be counted
toward race-neutral DBE participation on the contract.
H. Performance of DBE Subcontractors: DBE subcontractors listed by CITY in its
"DBE Race-Neutral Participation Listing" (Exhibit D-2) submitted at the time of proposal submittal
shall perform the work and supply the materials for which they are listed, unless the CITY has
received prior written authorization from the Authority to perform the work with other forces or to
obtain the materials from other sources. CITY shall provide written notification to the
AUTHORITY in a timely manner of any changes to its anticipated DBE participation. This notice
should be provided prior to the commencement of that portion of the work.
I. Additional DBE Subcontractors: In the event CITY identifies additional DBE
subcontractors or suppliers not previously identified by CITY for race-neutral DBE participation
under the contract, CITY shall notify the Authority by submitting "Request for Additional DBE
Firm" to enable CITY to capture all race-neutral DBE participation. CITY shall also submit, for
each DBE identified after contract execution, a written confirmation from the DBE
acknowledging that it is participating in the contract for a specified value, including the
corresponding scope of work (a subcontract agreement can serve in lieu of the written
confirmation).
J. DBE Certification Status: If a listed DBE subcontractor is decertified during the
life of the project, the decertified subcontractor shall notify CITY in writing with the date of
decertification. If a non-DBE subcontractor becomes a certified DBE during the life of the
project, the DBE subcontractor shall notify CITY in writing with the date of certification. CITY
shall furnish the written documentation to AUTHORITY in a timely manner.
K. CITY's Assurance Clause Regarding Non-Discrimination: In compliance with
State and Federal anti-discrimination laws, CITY shall affirm that they will not exclude or
discriminate on the basis of race, color, national origin, or sex in consideration of contract
award opportunities. Further, CITY shall affirm that they will consider, and utilize
subcontractors and vendors, in a manner consistent with non-discrimination objectives.
Orange County Transportation Authority 7
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AGREEMENT NO. C-1-3099
EXHIBIT B
ARTICLE 6. ACCESS TO RECORDS AND REPORTS
CITY shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the
Comptroller General of the United States, or other agents of AUTHORITY, such access to CITY's
accounting books, records, payroll documents and facilities of the CITY which are directly
pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting
books, records, work data, documents and activities related hereto. CITY shall maintain such
books, records; data and documents in accordance with generally accepted accounting
principles and shall clearly identify and make such items readily accessible to such parties during
CITY's performance hereunder and for a period of four (4) years from the date of final payment
by AUTHORITY. AUTHORITY's right to audit books and records directly related to this
Agreement shall also extend to all first-tier subcontractors identified in this Agreement. CITY shall
permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy
excerpts and transcriptions as reasonably necessary.
ARTICLE 7. INCORPORATION OF FTA TERMS
All contractual provisions required by Department of Transportation (DOT), whether or
not expressly set forth in this document, as set forth in Federal Transit Administration (FTA)
Circular 4220.1 F, as amended, are hereby incorporated by reference. Anything to the contrary
herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. CITY shall not perform any act, fail to
perform any act, or refuse to comply with any requests, which would cause AUTHORITY to be in
violation of the FTA terms and conditions.
ARTICLE 8. ENERGY CONSERVATION REQUIREMENTS
CITY shall comply with mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy
Policy Conservation Act.
ARTICLE 9. FLY AMERICA REQUIREMENTS
CITY agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with
the General Services Administration's regulations at 41 CFR Part 301-10, which provide that
recipients and sub-recipient of Federal funds and their contractors are required to use U.S. Flag
air carriers for U.S. Government-financed international air travel and transportation of their
personal effects or property, to the extent such service is available, unless travel by foreign air
carrier is a matter of necessity, as defined by the Fly America Act. CITY shall submit, if a foreign
air carrier was used, an appropriate certification or memorandum adequately explaining why
service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air
carrier and shall, in any event, provide a certificate of compliance with the Fly America
requirements. CITY agrees to include the requirements of this section in all subcontracts that
may involve international air transportation.
Orange County Transportation Authority 8
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
ARTICLE 10. TRANSPORTATION OF EQUIPMENT, MATERIALS OR COMMODITIES BY
OCEAN VESSEL
A. CITY shall utilize privately owned United States-flag commercial vessels to ship at
least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and
tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this
section, to the extent such vessels are available at fair and reasonable rates for United States-
flag commercial vessels.
B. CITY shall furnish within twenty (20) working days following the date of loading for
shipments originating within the United States, or within thirty (30) working days following the
date of loading for shipping originating outside the United States, a legible copy of a rated, "on-
board" commercial ocean bill-of lading in English for each shipment of cargo described in
paragraph A of this Article to AUTHORITY (through the prime CITY in the case of subcontractor
bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime
Administration, Washington, DC 20590, marked with appropriate identification of the project.
ARTICLE 11. PROHIBITED INTERESTS
A. CITY covenants that, for the term of this Agreement, no director, member, officer or
employee of AUTHORITY during his/her tenure in office or for one (1) year thereafter, shall have
any interest, direct or indirect, in this Agreement or the proceeds thereof.
B. No member of or delegate to, the Congress of the United States shall have any
interest, direct or indirect, in this Agreement or to the benefits thereof.
ARTICLE 12. NOT USED THIS AGREEMENT
ARTICLE 13. PRIVACY ACT
CITY shall comply with, and assures the compliance of its employees with, the
information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.
§552a. Among other things, CITY agrees to obtain the express consent of the Federal
Government before the CITY or its employees operate a system of records on behalf of the
Federal Government. CITY understands that the requirements of the Privacy Act, including the
civil and criminal penalties for violation of that Act, apply to those individuals involved, and that
failure to comply with the terms of the Privacy Act may result in termination of the underlying
Agreement.
ARTICLE 14. CONFLICT OF INTEREST
CITY agrees to avoid organizational conflicts of interest. An organizational conflict of
interest means that due to other activities, relationships or contracts, the CITY is unable, or
potentially unable to render impartial assistance or advice to the Authority; CITY's objectivity
in performing the work identified in the Scope of Work is or might be otherwise impaired; or
the CITY has an unfair competitive advantage. CITY is obligated to fully disclose to the
AUTHORITY in writing Conflict of Interest issues as soon as they are known to the CITY.
CITY is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as
soon as they are known to the CITY. All disclosures must be submitted in writing to
Orange County Transportation Authority 9
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the
entire term of this Agreement.
ARTICLE 15. CODE OF CONDUCT
CITY agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third
Party contracts which is hereby referenced and by this reference is incorporated herein. CITY
agrees to include these requirements in all of its subcontracts.
ARTICLE 16. PROTEST PROCEDURES
The Authority has on file a set of written protest procedures applicable to this solicitation
that may be obtained by contacting the Contract Administrator/Buyer responsible for this
procurement. Any protest filed by the vendor in connection with this solicitation must be
submitted in accordance with the Authority's written procedures.
The following additional provisions apply to all purchases over $10,000
ARTICLE 17. TERMINATION
A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole
or part, by giving CITY written notice thereof. Upon termination, AUTHORITY shall pay CITY its
allowable costs incurred to date of that portion terminated. Said termination shall be construed in
accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition
Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for
convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice
shall be given to CITY in accordance with the provisions of the FAR referenced above. Upon
receipt of said notification, CITY agrees to comply with all applicable provisions of the FAR
pertaining to termination for convenience.
B. AUTHORITY may terminate this Agreement for CITY's default if a federal or state
proceeding for the relief of debtors is undertaken by or against CITY, or if CITY makes an
assignment for the benefit of creditors, or for cause if CITY fails to perform in accordance with the
scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does
not cure such breach or violation within ten (10) calendar days after written notice thereof by
AUTHORITY. CITY shall be liable for any and all reasonable costs incurred by AUTHORITY as a
result of such default or breach including, but not limited to, reprocurement costs of the same or
similar services defaulted by CITY under this Agreement. Such termination shall comply with
CFR Title 48, Chapter 1, Part 49, of the FAR.
ARTICLE 18. RECYCLED PRODUCTS
CITY shall comply with all the requirements of Section 6002 of the Resource
Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited
to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the
procurement of the items designated in subpart B of 40 CFR Part 247. CITY agrees to include
this requirement in all of its subcontracts.
Orange County Transportation Authority 10
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
The following additional provisions apply to all purchases over $25,000
ARTICLE 19. DEBARMENT & SUSPENSION:
CERTIFICATION REGARDING DEBARMENT. SUSPENSION AND OTHER
RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER-TIER PARTICIPANTS
Unless otherwise permitted by law, any person or firm that is debarred, suspended, or
voluntarily excluded, as defined in the Federal Transit Administration (FTA) Circular 2015.1,
dated April 28, 1989, may not take part in any federally funded transaction, either as a
participant or a principal, during the period of debarment, suspension, or voluntary exclusion.
Accordingly, the Authority, acting on behalf of the District, may not enter into any transaction
with such debarred, suspended, or voluntarily excluded persons or firms during such period.
A certification process has been established by 49 CFR Part 29, as a means to ensure that
debarred suspended or voluntarily excluded persons or firms do not participate in Federally
assisted projects. The inability to provide the required certification will not necessarily result in
denial of participation in a covered transaction. A person or firm that is unable to provide a
positive certification as required by this solicitation must submit a complete explanation
attached to the certification. FTA will consider the certification and any accompanying
explanation in determining whether or not to provide assistance for the project. Failure to
furnish a certification or an explanation may disqualify that person or firm from participating in
the project.
The following additional provisions apply to all purchases over $100,000:
ARTICLE 20. DISPUTES
A. Except as otherwise provided in this Agreement, any dispute concerning a
question of fact arising under this Agreement which is not disposed of by supplemental
agreement shall be decided by AUTHORITY's Director, Contracts Administration and Materials
Management (CAMM), who shall reduce the decision to writing and mail or otherwise furnish a
copy thereof to CITY. The decision of the Director, CAMM, shall be final and conclusive.
B. The provisions of this Article shall not be pleaded in any suit involving a question of
fact arising under this Agreement as limiting judicial review of any such decision to cases where
fraud by such official or his representative or board is alleged, provided, however, that any such
decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or
so grossly erroneous as necessarily to imply bad faith or is not supported by substantial
evidence. In connection with any appeal proceeding under this Article, CITY shall be afforded an
opportunity to be heard and to offer evidence in support of its appeal.
C. Pending final decision of a dispute hereunder, CITY shall proceed diligently with the
performance of this Agreement and in accordance with the decision of AUTHORITY's Director,
CAMM. This "Disputes" clause does not preclude consideration of questions of law in connection
with decisions provided for above. Nothing in this Agreement, however, shall be construed as
making final the decision of any AUTHORITY official or representative on a question of law,
which questions shall be settled in accordance with the laws of the state of California.
Orange County Transportation Authority 11
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
ARTICLE 21. CLEAN WATER REQUIREMENTS
CITY shall comply with all applicable standards, orders or regulations issued pursuant to
the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. CITY shall report
each violation to AUTHORITY and understands and agrees that the AUTHORITY who will in
turn, report each violation as required to assure notification to FTA and appropriate EPA
Regional Office. CITY agrees to include this requirement in all of its subcontracts.
ARTICLE 22. CLEAN AIR
CITY shall comply with all applicable standards, orders or regulations issued pursuant to
the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. CITY shall report each violation to
AUTHORITY, who will in turn, report each violation as required to assure notification to FTA and
the appropriate EPA Regional Office. CITY agrees to include this requirement in all of its
subcontracts.
ARTCLE 23. LOBBYING
Vendors who apply or bid for an award of $100,000 or more shall file the certification required by
49 CFR part 20, "New Restrictions on Lobbying". Each tier certifies to the above that it will not or
has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also
disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made
lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant
or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the
recipient.
ARTICLE 24. BUY AMERICA
A. Vendor is directed to the "Buy America" requirements of the Surface Transportation
Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation Efficiency Act of
1991 (ISTEA) Sections 1041(a) and 1048(a) and the regulations adopted pursuant thereto. In
conformance with the law and regulations, all manufacturing processes for steel and iron
materials furnished for incorporation into the work on this Project shall occur in the United States;
with the exception that pig iron and processed, pellitized and reduced iron ore manufactured
outside of the United States may be used in domestic manufacturing process for such steel and
iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and
other coating that protects or enhances the value of steel or iron materials shall be considered a
manufacturing process subject to the "Buy America" requirements.
B. A Certificate of Compliance, conforming to the provisions of this Article shall be
furnished for steel and iron materials. The certificates, in addition to certifying that the materials
comply with the specifications, shall specifically certify that all manufacturing processes for the
materials occurred in the United States, except for the exceptions listed herein.
Orange County Transportation Authority 12
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT B
C. The requirements imposed by law and regulations do not prevent a minimal use of
foreign steel and iron materials of the total combined cost of the materials used does not exceed
one-tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater.
CITY shall furnish the AUTHORITY acceptable documentation of the quantity and value of the
foreign steel and iron prior to incorporating the materials in the work.
Orange County Transportation Authority 13
Revised: 0511012010
AGREEMENT NO. C-1-3099
EXHIBIT C
EXHIBIT C: INVOICE TEMPLATE
OCTA Project Title:
Agency: Date:
To: Orange County Transportation Authority
550 S Main Street
P.O. Box 14184
Orange, CA 92863-1584
Attn: Adriann Cardoso
Invoice Number
Invoice Date
Contract Number
Approved FTA 5307
Actual Local Match 0%
Date
Qt
Descri tion ,.
l?rtit Price
ti Total FTA ?i`"
5307,., Local
.. fvlatch
` - Expended
?
a ° um" Itiye"??Y'
Invoice 'Number Date FTA 5
3
07 ; 5T'A 5307 r `
$ 500,000
1 $ - $ 500,000
2 $ - $ 500,000
3 $ - $ 500,000
I hereby certify that the statements provided here are true and correct regarding the
Project.
The invoice is a true, complete and correct statement of work performed, reimbursable costs and
progress;
The backup information included with the invoice is true, complete and correct in all material
respects.
Signed Date
* This is a template. Local agencies may develop their own form as long as all the relevant
information is present.
AGREEMENT NO. C-1-3099
EXHIBIT D
EXHIBIT D: FTA FUNDINCr REIMBURSEMENT -
REQUIRED SUPPOR'TIN(r DOCUMENTS
OCTA
Project Title:
Agency: Date:
Required Attachments:
R Detailed Project Description
Invoice
Supporting Documentation:
Vendor/Contract Invoices
Cancelled Checks or Proof of Payment with Payment Date
Council Action aproving Contract (First Invoice Only)
Cost Estimate Update (First Invoice Only)
AGREEMENT NO. C-1-3099
EXHIBIT E
OCTA
Project Title:
Agency:
PROJECT S QUARTERLY REPORT FORM
Date:
SUMMARY OF MAJOR PROJECT MILESTONES
Schedule
Original Current
Completion Completion
Date Date
Pre-Preliminary Engineering
Alternatives Analysis Definition Report,
Draft Environmental Statement
New Starts NS Templates and Certifications
Project Cost Estimate
Project Scope Definition Report
Financial Plan
Project Management Plan and Associated Sub-
plans
Contract Packages Plan
Preliminary Engineering
Final NEPA Documentation
Travel Forecast Update
Before and After Study Update:
Project Cost Update
Project Scope Update
Project Financial Plan
Project Management Plan and Sub-Plans
-Update
Grantee Letter of Request for FD Initiation
Submit Request for Authorization for Const (E-
76
A detailed itemized list of required submittals is attached in the appendix of this report.
AGREEMENT NO. C-1-3099
EXHIBIT E
Funding Table:
Development Activities (Pre-PE)
Fund Source Fiscal
Year Original
Planned
Allocation Current
Estimates Actual
Expended Remaining
Allocation
Preliminary Engineering ($000's)
Fund Source Fiscal
Year Original
Planned
Allocation Current
Estimates Actual
Expended Remaining
Allocation
Major Activities:
Status:
Issues:
Name/Title:
Signature:
Phone:
Email:
AGREEMENT NO. C-1-3099
EXHIBIT E
M Appendix - Complete List of Project Deliverables
OCTA
Original Current
Completion Completion
Schedule Date Date
Pre-Preliminary Engineering
Study Initiation including: Purpose and Need
Statement
Alternatives Analysis including: Conceptual
Alternatives, Detailed Alternatives and Operating
Plans, Final Alternatives and Operating Plans,
Baseline Alternative
Completion of AA including: Alternatives
Analysis Final Report, LPA Selection by Grantee
Board, LPA Adoption by MPO
NEPA Scoping Report
Ridership Modeling including: Travel Forecast
Document, Documentation of Methodologies and
Assumptions, Summit Reports and Maps, Travel
Forecasts Template, Annualization Factor
Justification, User Benefit QC Worksheet
Before and After Study: Before and After Study
Plan, Documentation of Methods, "Predicted"
Results, Identification of Responsible Contractors
Draft EIS / EA Documents including: Public
Hearing and Comment, Draft EIS / EA report,
ADA Compliance
New Starts (NS) Templates and Certifications
including: Project Description Worksheet (Temp
1), Project Maps (Vicinity and State), Self-Cert of
Tech Methods, PL Assumptions, Project
Development Procedures (Temp 2), Project
Justification (Temp 3-7, 9-12), Baseline Approval,
SCC Annualized Cost Worksheets, Land Use
Supporting Information, Making the Case
Document
Project Cost - Summary of O&M Cost
Assumptions/ Productivities including: Capital
Cost in SCC Format, Capital Cost in Original
Format,
Scope - Project Plans and Drawings, Design
Criteria, Concept Design Drawings and
Specifications, Documentation of passenger level
boarding concept
AGREEMENT NO. C-1-3099
EXHIBIT E
Project Schedule
Financial Plan and Supporting Information/
Documentation including: Local Commitment
Worksheet (Temp 13),
Project Management Plan including: Project
Sponsor Staff Organization, Document Control
Procedures, Change Order Procedures, Material
Testing Procedures, Internal Reporting Procedures
Operational Testing Procedures, Management
Information System, Configuration Mgmt Plan,
Design Criteria for LPA, Draft Specs: key
features/facilities, Certification Checklist, Resp.
Matrix.
Quality Management Plan
Real Estate Acquisition Management Plan
(RAMP)
Rail Fleet Management Plan (RFMP)
Safety & Security Management Plan (SSMP)
Contingency Management Plan
Third-Party Agreements and Permits including:
Master Agreement, Interagency Agreement, Utility
Agreements, Public/Private, Joint Development,
Inter-Jurisdictional Agreements, Railroad
Agreement, Real Estate Agreement
Internal Risk Assessment (OCTA Led)
Contract Packages Plan for Entry to PE including:
Contracting Plan for PE Phase, Draft Contracting
Plan for FD/Const, Claims Avoidance Plan for PE
Phase
Value Engineering Analysis Report
Constructability Analysis Report
Preliminary Engineering Readiness Report
Project Development Agreement
Administrative Requirements including: Legal
Capacity (Authority to undertake implementation
of proposed transit mode)
Letter to Request Entry into PE
Preliminary Engineering
NEPA Documentation including: Final NEPA
Documentation, CE, FONSI or ROD,
Environmental Permits Defined.
Travel Forecast Update including: Travel
Forecasts Document, Documentation of
Methodologies and Assumptions, Summit Reports
and Maps, Travel Forecasts Template,
Annualization Factor Justification
4
AGREEMENT NO. C-1-3099
EXHIBIT E
Before and After Study Update: Before and After
Study Plan, Documentation of Methods,
"Predicted" Results, Identification of Responsible
Contractors
Project Cost Update including: Summary of O&M
Cost Assumptions/Productivities Project Cost
Validation, Capital Cost in SCC Format, Capital
Cost in Original Format
Project Scope Update including: Project Plans and
Drawings, Design Criteria, Standards and
Specifications, Master Permitting Plan and
Schedule, Geotechnical Baseline Report,
Documentation of passenger level boarding
concept, PE Design Analysis Report, Mass
Balance Diagrams, Facilities Plans and Elevations
Project Schedule Update
Project Financial Plan Update including: Project
Financial Plan, Supporting Information/
Documentation, Local Financial Commitment,
Local Commitment Worksheet (Temp 13), Check
for Financial Submittals
Project Management Plan Update including:
Project Sponsor Staff Organization, Document
Control Procedures, Change Order Procedures,
Material Testing Procedures, Internal Reporting
Procedures, Operational Testing Procedures,
Mgmt Information System, Configuration Mgmt
Plan
Quality Management Plan Update
Real Estate Acquisition Management Plan
(RAMP) Update
Rail Fleet Management Plan (RFMP) Update
Safety & Security Management Plan (SSMP)
Update
Contingency Management Plan Update
Risk Management Plan - Risk Management Plan,
Project Info for Risk Assessment,
Policies/Procedures for Managing Risk in FD,
Risk Assessment Spot Report (FTA provided)
Third-Party Agreements and Permits Updates
including: Master Agreement, Interagency
Agreement, Utility Agreements, Public/Private,
Joint Development, Inter-Jurisdictional
Agreements, Railroad Agreement, Real Estate
Agreement
Contract Packages Update including: Contract
AGREEMENT NO. C-1-3099
EXHIBIT E
Packages Defined, Contracting Plan for Final
Design Phase, Contracting Plan for
Construction/Procurement, Claims Avoidance
Plan for Final Design, Claims Avoidance Plan for
Construction/Procurement Phase, General
Conditions
Value Engineering Analysis Report
Constructability Analysis Report
Operating Plan
FRA/FTA Joint Use Policy Compliance / FRA
Waiver
PMO Final Design Readiness Spot Report
Project Development Agreement
Administrative Requirements including: Legal
Capacity (Authority to undertake implementation
of proposed transit mode), Authority to pursue and
contract with project delivery method proposed (if
-not D1313)
Grantee Letter of Request for FD Initiation
Submit Request for Authorization for Const (E-76)
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a
AGREEMENT NO. C-1-3099
EXHIBIT G
Small Starts/Very Small Starts Reporting Checklist
The following checklist is provided to aid project sponsors in preparing applications to enter into
project development for Small Starts and Very Small Starts. Specific information and
instructions regarding reporting Templates, Standardized Cost Categories, Summit reports,
financial plans, etc., are provided in much greater detail in the FTA guidance at its website for
New Starts Proiect Planning and Development.
Reporting Item
Required Information
Small
Starts Very
Small
Starts
Evidence of Basic Project Readiness
Alternatives Analysis Report Final Report
Selection of the Locally Preferred Alternative and
Adoption into Constrained Lon Range Plan Proof of local action
Agreement on Baseline Alternative FTA concurrence
Initial Information for Before and After Study Ridership and cost inputs and
estimates
NEPA Scoping (as appropriate to the NEPA Class of
Action) Seeping report or memorandum
evincing completion
Evidence of Sponsor Technical Capacity Preliminary Project Management Plan,
and/or other materials
Project Background
Project Description Project Description
Template
Make the Case Document Narrative, Data, Maps, Graphics
Certification of Technical Methods and Planning
Assumptions Signed
Certification
Project Maps
Project Site Map Map
Vicinity Map Map
Capital Costs
Standard Cost Categories, including schedule, inflation,
and funding SCC Worksheets
Annualized Cost Worksheets for Build and Baseline SCC Worksheets
Travel Forecasts*
User Benefits Forecasts Summit Reports
Thematic Maps and Legend Summit Output
Summary of Travel Forecasts Travel Forecast Template, Narrative,
Data (as necessary)
O/M Costs
Summary of O&M Cost Productivities Narrative, Data
* Simplified travel forecasting procedures and results may be acceptable. Sponsors should discuss such procedures
with FTA.
Page 1 of 2
AGREEMENT NO. C-1-3099
EXHIBIT G
Reporting Item Required Information Small Very
Starts Small
Starts
Project Justification
Cost Effectiveness (Opening Year) Cost Effectiveness for Small Starts
Template
Annualization Factor Justification Narrative, Data
Transit Supportive Existing Land Use and Future Patterns
Quantitative Land Use Information for Small Starts Quantitative Land Use Information for
Small Starts Template
Qualitative Land Use Information for
Qualitative Land Use Information for Small Starts Small Starts Template, Narrative,
Data, Maps
Other Factors (Optional)
Evidence of Economic Development, Congestion Narrative, Data, Maps
Pricing, and other project benefits
Local Financial Commitment"
Financial Plan Summary Finance Template
Evidence of Agency Financial Condition Audited Financial Statements
Evidence that Project O/M Costs are Within 5% of O/M Cost Analysis
Systemwide O/M Costs
Supporting Financial Documentation Narrative, Plans, Data, etc
**Assumes Small Starts/Very Small Starts qualify for streamlined financial evaluation. If not, New Starts financial
reporting requirements must be met.
Page 2 of 2
AGREEMENT NO. C-1-3099
EXHIBIT H
Side-by-Side of Required Information
for New Starts/Small Starts Evaluation and Rating
Reporting Item Required New Starts Small Starts Very Small Exempt
Information Starts
Project Background
Project
Project Description Description
Template
Make the Case Document* Narrative, Data,
Maps, Graphics
Certification of Technical Methods and Signed
Planning Assumptions Certification
Data,
methodology,
Documentation of existing, benefiting maps of affected
transit riders in corridor routes, evidence
of benefit for
affected riders
Project Maps
Project Site Map Map
Vicinity Map Map
Capital Costs
Standard Cost Categories, including SCC Worksheets
schedule, inflation, and funding
Annualized Cost Worksheets for Build SCC Worksheets
and Baseline
Travel Forecasts**
User Benefits Forecasts Summit Reports
Thematic Maps and Legend Summit Output
Travel Forecast
Summary of Travel Forecasts Template,
Narrative, Data
(as necessary)
O&M Costs
Summary of O&M Cost Productivities Narrative, Data
* Evaluated as an "Other Factor." Submission of any other "Other Factor" is optional.
** Simplified travel forecasting procedures and results may be acceptable for Small Starts projects.
Sponsors should discuss such procedures with FTA.
Page 1 of 2
AGREEMENT NO. C-1-3099
EXHIBIT H
Reporting Item Required New Small Very Small Exempt
Information Starts Starts Starts
Project Justification
Mobility Improvements Mobility
Improvements
and
Cost
Cost Effectiveness (2030) Effectiveness
Template
Cost
Cost Effectiveness (Opening Year) Effectiveness for
Small Starts
Template
Annualization Factor Justification Narrative, Data
Transit Supportive Existing Land Use and Future Patterns
Quantitative Land Use Information for Quantitative Land
New Starts Use Information
Template
Qualitative Land
Qualitative Land Use Information for Use Information
New Starts Template,
Narrative, Data,
Maps
Quantitative Land
Quantitative Land Use Information for Use Information
Small Starts for Small Starts
Template
Qualitative Land
Use Information
Qualitative Land Use Information for for Small Starts
Small Starts Template,
Narrative, Data,
Maps
Other Factors (Optional)
Evidence of Economic Development, Narrative
Data
Congestion Pricing, and other project ,
,
benefits Maps
Local Financial Commitment***
Financial Plan Summary Finance Template
Checklist for Financial Submittals Checklist
Financial Plan,
20-year Capital Operating Plan 20-Year Cash
Flow
Financial Plan,
20-year Operating Financial Plan 20-Year Cash
Flow
Evidence of Agency Financial Audited Financial
Condition Statements
Evidence that Project O/M Costs are O/M Cost
Within 5% of Systemwide O/M Costs Analysis
Supporting Financial Documentation
I
Narrative, Plans,
Data, etc
*** Assumes Small StartsNery Small Starts qualify for streamlined financial evaluation. If not, New Starts
financial reporting requirements must be met, but only covering the period up to and including the
opening year.
Page 2 of 2
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AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
Subgrantee:
Grant No.(s):
Project Description:
The following declarations and information are hereby provided related to the above-
referenced FTA-funded project during the past fiscal year:
1. GENERAL CERTIFICATIONS (to be completed by all sub-grantees)
A. Financial
1. Do you have the financial capacity to match FTA grant funds/FTA funded grant
projects? Yes No
2. Are your invoices being properly recorded and sent to OCTA by a supervising
project manager with knowledge of FTA Compliance?
Yes No
3. Are indirect costs being charged to grants? Yes No
If yes, do you have a cost allocation plan to support indirect administrative costs
related to a grant program? Yes No
4. Have annual single audits been conducted? Yes No
If Yes, please supply a copy to OCTA.
5. Are there any unresolved compliance issues in the single audits conducted in the
past three (3) years? Yes No
6. Have any internal, state, or local government audit reports had findings relating
to FTA program requirements? Yes No
If Yes, please supply a copy to OCTA
B. Satisfactory Continuing Control
I . Did you make incidental use of any FTA-funded property? Yes No
a. If yes, was FTA approval obtained?
Yes_ No
2. Do you maintain continuing control over the property? Yes No
3. Is revenue generated used for transit purposes? Yes No
Page I of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
C. Procurement
Do you have procurement policies and procedures that conform to applicable
federal laws? Yes No
2. Do any potential conflicts of interest exist between policy board
member/employees and consultants/vendors/suppliers or between a management
contractor and consultants/vendors/suppliers? Yes No
3. Do you allow for full and open competition for all transaction under the
following methods of procurement?
a. Micro-Purchases ($2,500 or less) Yes No
b. Small Purchases (More than $2,500, but not more than $100,000) Yes
No
c. Sealed Bids/Invitation for Bid (IFB) Yes No
d. Competitive Proposals/Request for Proposals (RFP) Yes No
e. Architectural and Engineering Services (A&E) Yes No
f. Revenue Contracts Yes No
D. Disadvantaged Business Enterprise (DBE)
Did you receive any complaints alleging that you did not comply with the DBE
regulations in the past three (3) years? Yes No
2. Did you award a contract to a firm that did not meet specific DBE contract goals?
Yes No
If Yes, how was it determined if "good faith efforts" by the firm were
sufficient?
E. Lobbying
Has your agency included the lobbying clause in all agreements and procurement
solicitations exceeding $100,000? Yes No
2 Has the grantee used non-federal funds for lobbying activities? Yes _ No
If yes, have the proper disclosures been made and filed with FTA on standard
form LLL? Yes No
Have all disclosures been updated quarterly if needed and so reported?
Yes No
F. Title VI - Civil Rights Compliance
Who at your agency is responsible for ensuring Title VI compliance?
Name:
2. Do you have a Title VI complaint process? Yes No
Page 2 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
3. Have you received any Title VI complaints during the past year?
Yes No
a. If yes, please explain:
G. Public Comment Process for Fare and Service Chan es
1. Do you have a locally developed process for soliciting and considering public
comments prior to a fare increase or major service reduction?
Yes No
2. Have you raised a fare or carried out a major reduction in service in the past three
(3) years? Yes No
a. If yes, please explain:
H. Americans with Disabilities Act (ADA)
1. Have you received any ADA-related complaints during the past year?
Yes No
a. If yes, please explain:
1. Safety and Security
1. Do you have a written policy on safety signed by the General Manager or the
Board of Directors Chairperson? Yes No
2. Do you have a written system safety program plan (SSPP) for its transit services?
Yes No
J. Drutz-Free Workplace
1. Have you established a drug-free workplace according to state and federal
requirements? Yes No
2. Has any employee reported to you a criminal conviction for a drug statute
violation that occurred in the workplace? Yes No
a. If yes, was the FTA notified? Yes No
K. Drug and Alcohol Program
1. Do you and/or your contractors and subcontractors have a drug and alcohol
testing program for safety sensitive employees as defined by FTA?
Yes No
Page 3 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
2. Do you and/or your contractors and subcontractors conduct the following drug
and alcohol tests:
i. Pre-Employment (drugs only)? Yes No
ii. Random? Yes No
iii. Post-Accident? Yes No
iv. Reasonable suspicion? Yes No
V. Return to duty? Yes No
vi. Follow-up? Yes No
3. Do you and/or your contractors and subcontractors use drug testing laboratories
certified by the U.S. Department of Health and Human Services (DHHS)?
Yes No
L. Equal Employment Opportunity (EEO) (applicable for 50 or more employees)
1. Who at your agency is responsible for ensuring that EEO obligations are
fulfilled?
2. Have you received any EEO complaints during the past three (3) years?
Yes No
a. If yes, please explain:
M. Technical
1. How do you monitor contractors/lessees to ensure compliance with FTA
requirements?
II. FACILITY CERTIFICATIONS (to be completed only for facility proiects i.e. transit
centers, bus shelters, etc.)
A. Satisfactory ContinuinE Control
1. Did you dispose of any FTA-funded real property or equipment?
Yes No
If yes, please attach a list of the property/equipment disposed of to this form.
Page 4 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
2. Was any real property or equipment removed from public transit service before
the end of its service life? Yes No
If yes, was FTA notified? Yes No
B. Maintenance
Do you have a current written maintenance plan for your federally funded
facilities and equipment? Yes No
2. Does the plan include a program of inspections and preventative maintenance
activities to ensure that assets are protected from deterioration and reach their
maximum useful life? Yes No
Does the maintenance plan prescribe a record keeping system for permanently
recording the maintenance history of the equipment/facility?
Yes No
Are your federally funded facilities/equipment being maintained on time and in
accordance with your maintenance plan?
Yes No
C. Procurement
Have all construction contracts greater than $2,000, incorporated the
Davis-Bacon Act Requirements? Yes_ No
Have you included a Buy America provision for all procurement of steel, iron
and manufactured products, except products with a waiver or small purchases of
$100,000 or less? Yes No
Have you obtained and retained Buy America certifications from successful
vendors for purchases of more than $100,000? Yes No
III. VEHICLE CERTIFICATIONS (to be completed only for rolling stock procurements i.e.
paratransit vehicles, buses, support vehicles, etc.)
A. Satisfactory Continuing Control
Do you have equipment records that provide the following information:
Description? Yes No
ii. I.D. Number? Yes No
Page 5 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
iii. Acquisition date? Yes No
iv. Cost? Yes No
V. Federal percentage? Yes No
vi. Grant Number? Yes No
vii. Location? Yes No
viii. Use and condition? Yes No
ix. Disposition action? Yes No
X. Vested title? Yes No
2. Did you dispose of any FTA-funded equipment?
Yes No
If yes, please attach a list of the equipment disposed of to this form.
3. Was any equipment removed from public transit service before the end of its
service life? Yes No
a. If yes, was FTA notified? Yes No
4. Do you have any federally funded equipment that is operated by contractors?
Yes No
a. If yes, do you maintain control of the equipment? Yes_ No
5. Please attach a list of all FTA-funded equipment with the current odometer
reading for each of your vehicles.
B. Maintenance
I . Do you or your contractor have a current written vehicle maintenance plan for
your federally funded rolling stock? Yes No
2. Is the written maintenance plan you use consistent with the manufacturer's
minimum maintenance requirements for vehicles under warranty?
Yes No
Page 6 of 8
AGREEMENT NO. C-1-3099
EXHIBIT J
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
Are your vehicle preventative maintenance inspections completed on time and
consistent with your established maintenance plan? Yes No
4. Are maintenance procedures for wheelchair lifts and other accessibility
equipment included in your maintenance plan and preventative maintenance
inspections?
Yes No
Are lifts and accessibility features repaired promptly as required by the DOT
ADA regulations? Yes No
C. Procurement
Have you included a Buy America provision for all procurement of steel, iron
and manufactured products, except products with a waiver or small purchases of
$100,000 or less? Yes No
Have you obtained and retained Buy America certifications from successful
vendors for purchases of more than $100,000? Yes No
D. Charter Service
Have you used any federally funded rolling stock for charter service?
Yes No__
If yes, was all charter service incidental service? Yes No
If yes, were records kept to fully recover the life of the property (i.e. were charter
use days/miles subtracted from vehicles total service days/miles)?
Yes No
Have any complaints been filed alleging that you have conducted charter service
in violation of FTA regulations? Yes No
E. School Bus
Have you operated exclusive school bus service?Yes No
Have you provided school "tripper service?" Yes No
Page 7 of 8
AGREEMENT NO. C-1-3099
OCTA PASS-THROUGH GRANTEE
ANNUAL FTA COMPLIANCE SELF-CERTIFICATION
FY 2010-2011
EXHIBIT J
By signing below, I, on behalf of the aforementioned subgrantee, declare that the information
provided within this certification is true and correct to the best of my knowledge and that I am
authorized to make this declaration on behalf of my agency.
Signature
Print Name
Title
Date
By signing below, I, as the aforementioned subgrantee's contractor, declare that the information
provided as it pertains to my operations for said subgrantee is true and correct to the best of my
knowledge and that I am authorized to make this declaration on behalf of my firm.
Signature
Agency/Company Name
Date
Page 8 of 8