HomeMy WebLinkAboutORANGE, COUNTY OF (23) - 2012A-2012-247
Agreement No. D 12 -025
COOPERATIVE AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF
FOUNTAIN VALLEY AND CITY OF SANTA ANA FOR FUNDING AND
CONSTRUCTION OF EDINGER AVENUE
This Cooperative Agreement is made and entered into this day of
2013 ( "Agreement "), by and between the COUNTY OF ORANGE
( "County "), a political subdivision of the State of California, and the CITY OF FOUNTAIN
VALLEY, a municipal corporation in the State of California, and the CITY OF SANTA ANA,
a municipal corporation in the State of California (collectively, a "City" or the "Cities "). The
County and Cities shall sometimes be referred to separately as a "Party" and collectively as the
"Parties."
RECITALS
A. The Edinger Avenue Bridge over the Santa Ana River ( "Bridge ") is a County owned
bridge that lies entirely within County right -of -way, providing two -lane travel in each direction
with no existing sidewalk and no bike lanes on either side of the Bridge.
B. County has identified a need to improve pedestrian and bicycle access and traffic
carrying capacity of the Bridge.
C. The proposed project discussed herein will: 1) construct raised sidewalks and bike lanes
on both sides of the Bridge to provide pedestrian and bicyclist access, 2) widen the Bridge to a
major arterial highway width, and 3) add a sidewalk along the south side of Edinger Avenue
from Harbor Boulevard to the Bridge ( "Project ").
D. Portions of the roadways connecting to the Bridge, from approximately five hundred
(500) feet east and west of the Bridge, require widening to provide a smooth transition between
the widened Bridge and the existing roadways.
E. The northerly side of Edinger Avenue west of Santa Ana River, the northerly side of the
road, connecting to the Bridge is within the City of Fountain Valley, and the southerly side of the
road is within the County. The roadway east of the Santa Ana River connecting to the Bridge is
within the City of Santa Ana.
F. Pursuant to State and local guidelines, County prepared and distributed a Draft Mitigated
Negative Declaration and Initial Study IP 12 -080 for the Project and said IP 12 -080 was
subsequently certified by the County Board of Supervisors as final, complete and adequate to
satisfy the statutory requirements of the California Environmental Quality Act of 1970 (CEQA),
as amended.
G. The Cities fully support the Project and desire to cooperate with the County in
implementing the Project.
Page I of 8
Agreement No. D12 -025
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals of fact, the mutual covenants and
conditions contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the Parties agree as follows;
1. County and Citeses iect Funding Obligations
County will be responsible for one hundred percent (100 %) of the Project costs including
design, right -of -way, city-owned utility relocation, construction and construction administration.
County will not be responsible for costs related to review, inspection, oversight, or any other
Project- related administration duties performed by Cities, which shall be solely borne by the
Cities, respectively.
2. Right-of-Way Acquisition, Design & Construction
2.1 CEQA. County is hereby designated as the Lead Agency for Project and is
responsible for preparing, processing and securing all necessary environmental documents
required by CEQA, as amended.
2.2 Pro-ject Engineer. County is hereby designated as Project Engineer to perform all
tasks necessary to prepare construction plans, specifications and cost estimates in accordance
with criteria set forth in the current edition of the County of Orange Highway Design Manual,
County of Orange Standard Plans, Cities' Standard Plans, and to advertise, award and administer
the construction of Project and to execute and deliver all documents required in connection with
the construction of Project. County shall comply with all applicable provisions of the Public
Contract Code and other applicable laws. Furthermore, County shall coordinate with City when
dealing with the community to ensure that community concerns are addressed in a manner
acceptable to the Parties.
2.3 General Plan Conformance. Cities shall find and provide a statement that the
Project conforms to the City's General Plan.
2.4 Countv Highway Declaration. In accordance with Streets & Highways Code
sections 1700 -1704, and prior to acquisition of right -of -way within the Cities, County shall pass
a resolution declaring the Cities' roadways within the Project to be a County highway for
purposes of Project right -of -way acquisition and construction only. Upon receipt of County's
resolution, Cities shall consent by resolution to said County highway status. Upon County filing
a notice of completion and Cities' acceptance of improvements, Cities' roadways shall no Ionger
be designated a County highway. County and its contractor, subcontractors and agents shall not
be required to obtain an encroachment permit from the Cities or other City permit or pay any
City fee for any purpose covered by this Agreement.
2.5 Right -of -Way Acquisition. County shall be responsible for identifying right -of-
way requirements within the Project limits, and shall also be responsible for any appraisals of
properties needed for Project and right -of -way acquisition within County and Cities. If it is
Page 2 of 8
Agreement No. D 12-025
determined that any properties within a City can only be acquired through eminent domain, the
respective City and County will confer to determine which Party will pursue eminent domain
acquisition. County will remain responsible for the acquisition costs regardless if County or
Cities pursue eminent domain.
2.6 Utility Relocation. County and City shall work together to identify all conflicting
utilities within the Project. County shall issue all utility relocation request letters. City shall
issue concurrence letters to all utilities for relocation requests within City roadways and assist
with relocation efforts. All utility relocations shall be performed by the project and all costs
shall be borne by the project.
2.7 Project Plans Insurance & Warranties.
a. County's Engineer or designee ( "County Engineer ") shall submit Project plans,
specifications and engineer's estimate to Cities for review and approval prior to
advertising Project for construction bids. Prior to County advertising Project,
Cities shall promptly review the plans and special provisions for work within their
respective City roadways and either approve or provide comments on said plans
and special provisions within fifteen (15) business days of receipt of such plans
and special provisions from County. Should a City fail to provide timely
comments on, and/or approval of these plans or special provisions in accordance
with this time period, County may make a written demand to City for a response.
If a City thereafter fails to provide comments on, and /or approve such plans or
special provisions within three (3) business days of receipt of such demand, such
plans or special provisions shall be deemed approved by the City.
b. County shall require its contractor to identify the Cities as an additional insured
with insurance sufficiently broad to the satisfaction of the Cities.
C. County shall require its contractor to pass through and assign all warranties to
Cities for Project work associated with their respective roadways.
2.8 Project Advertisement. Upon written approval of the final Project plans,
specifications and engineer's estimate by Cities, County shall perform all of the administrative
work required for advertising for bids, dealing with bid disputes and awarding the construction
contract to the lowest responsible bidder. County may in its discretion reject all bids. If, after
bids are opened, it is determined that insufficient funds are available to construct Project, County
and Cities shall meet and confer to determine a course of action for Project.
2:9 Project Inspection. County will invite Cities to attend the pre - construction
meeting after award of the construction contract. Cities shall have access, to their respective City
roadways at all times during construction for the purpose of inspection. County will notify Cities
48 hours in advance prior to construction in the Cities portions. Cities shall inspect regularly.
Should a City deem any remedial work to be necessary, the City shall notify County in writing
thereof within one (1) business day of inspection, specifically describing the needed corrections
Page 3 of 8
Agreement No. D 12 -025
and proposed remedial work. The City shall be solely responsible for any remedial work that is
not brought to the County's attention in accordance with this paragraph.
2.10 Contract Change Orders. County shall process any contract change orders
( "CCOs ") that are necessary for construction of the Project. If CCOs are needed within a City
roadway, the City shall review and approve such CCOs and provide a Project liaison ( "City
Engineer ") during construction to coordinate CCO approval. City Engineer shall provide
concurrence on CCOs within two (2) business days of County's submittal to City. If City fails to
concur with or propose changes to CCO within such time, such CCO shall be deemed approved.
County shall be financially responsible for the CCOs that are included in the County/City
approved final Project scope of work.
2.11 Project Acceptance. Prior to County's acceptance of Project improvements in and
filing a notice of completion, the respective City Engineer shall review and provide written
approval of all Project work within that City. The City Engineer's written approval shall only be
withheld for work not completed in accordance with the construction contract documents for the
Project, which uncompleted work shall be dealt with during the City's regular inspections.
County shall furnish Cities with one set of record drawings (As -Built drawings) for the
completed Project and a copy of the filed notice of completion.
2.12 City Obligations Post - Construction. Upon City Engineers' written approval and
County's final acceptance of the Project, Cities shall assume ownership and maintenance
obligations for improvements within City roadways, and Cities shall accept quitclaims from
County for right -of -way acquired by County on Cities' behalf. City of Fountain Valley shall also
assume maintenance responsibilities for landscape improvements within the City.
3. Miscellaneous Obligations
3.1 Time is of the Essence. The funding source for the Project requires construction
funds to be expended by June 30, 2014. Therefore, time is of the essence. Cities agree to
execute their responsibilities in an expeditious manner so as not to jeopardize Project funding.
3.2 Indemnification & Hold Harmless The Parties shall indemnify, defend with
counsel approved in writing, save and hold each of its elected officials, officers, directors, agents
and employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or
expenses, of every type and description to which they may be subjected arising out of any act or
omission of, its employees, representatives, agents and independent contractors in connection
with the implementation of the actions described in this Agreement.
3.3 Assi nment This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Parties. No assignment of either Party's interest in this
Agreement shall be made without the written consent of the other Party.
3.4 Entirety & Amendments This Agreement contains the entire agreement
between the Parties with respect to the matters provided for herein. No alteration or variation of
the terms of this Agreement shall be valid unless made in writing and signed by the Parties; and
Page 4 of 8
Agreement No. D 12 -025
no oral understanding or agreement not incorporated herein shall be binding on either of the
Parties.
3.5 Severability If any part of this Agreement is held, determined, or adjudicated to
be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this
Agreement shall be given effect to the fullest extent reasonably possible.
3.6 Notices Notices or other communications which may be required or
provided under the terms of this Agreement shall be given as follows:
Cities: City of Fountain Valley
10200 Slater Avenue
Fountain Valley, CA 92708
Attention: Mark Lewis, Director of Public Works /City Engineer
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Attention: City Engineer
County: County of Orange /OC Public Works Department
300 N. Flower Street, Room 551
Santa Ana, CA 92702 -4048
Attn: Teejay Areopagita, Project Engineer
All notices shall be in writing and deemed effective when delivered in person or deposited in the
United States mail, first class, postage prepaid and addressed as above. Notwithstanding the
above, the Parties may also provide notices by facsimile transmittal, and any such notice so
given shall be deemed to have been given upon receipt during normal business hours or, in the
event of receipt after business, on the following business day. Any notices, correspondence,
reports and /or statements authorized or required by this Agreement, addressed in any other
fashion shall be deemed not given.
3.7 Waiver of Jury Trial Each Party acknowledges that it is aware of and has had the
opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and
each Party, for itself and its successors, creditors, and assigns, does hereby expressly and
knowingly waive and release all such rights to trial by jury in any action, proceeding or
counterclaim brought by any Party hereto against the other (and /or against its officers, directors,
employees, agents, or subsidiary or affiliated entities) on or with regard to any matters
whatsoever arising out of or in any way connected with this Agreement and /or any other claim of
injury or damage.
3.8 Attorney's Fees In any action or proceeding to enforce or interpret any provision
of this Agreement, or where any provision hereof is validly asserted as a defense, the Parties
shall bear their own attorney's fees, costs and expenses.
Page 5 of 8
Agreement No. D12-025
3.9 Governing Law & Venue This Agreement has been negotiated and executed
in the State of California and shall be governed by and construed under the laws of the State of
California. In the event of any legal action to enforce or interpret this Agreement, the sole and
exclusive venue shall be a court of competent jurisdiction located in Orange County, California,
and the Parties hereto agree to and do hereby submit to the jurisdiction of such court,
notwithstanding Code of Civil Procedure Section 394.
3.10 Counterparts This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute but one and
the same instrument.
3.11 Termination In the event County or City defaults in the performance of any of
their obligations under this Agreement or materially breaches any of the provisions of this
Agreement, City and County shall have the option to terminate this Agreement upon thirty (30)
days' prior written notice to the other Party. In the event City or County cures such default
within such thirty (30) day period, City and County's election to terminate shall be deemed
revoked and of no further force and effect as to that particular default.
3.12 Availability of Funds This Agreement is subject to the availability of funds
appropriated for this purpose, and nothing herein shall be construed as obligating the Parties to
expend or as involving the Parties in any contract or other obligation for future payment of
money in excess of appropriations authorized by law.
Page 6 of 8
Agreement No. D 12 -025
IN WITNESS WHEREOF, CITIES have caused this AGREEMENT to be executed by its
respective mayor and attested by its respective Clerk, and COUNTY has caused this
AGREEMENT to be executed by the Chairman of the Board of Supervisors and attested by its
Clerk on the dates written opposite their signatures, all thereunto duly authorized by the Cities
Council and the Board of Supervisors, respectively.
Date. d" 'e�' l0 i
ATTEST:
A Kat y Bailor, City Clerk
Date: /' 9 �/'�
ATTEST:
, :q4",: _
Maria D. Huizar, City C1 rk
CITY OF FOUNTAIN VALLEY,
a municipal corporation
Mayor
APPROVE S TO 0
By:
Alan Burns, City Attorney
CITY OF SANTA ANA,
a municipal corporation
B i,
y. �
Paul alters, City Manager
APPROVED AS TO FORM:
BY: � Cary r'
o is alho, City Atto
Page 7 of 8
Date:
SIGNED AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED
TO THE CHAIRMAN OF THE BOARD
i
Susan Novak
Clerk of the Board of Supervisors of
Orange County, California
Agreement No. D 12 -025
COUNTY OF ORANGE,
a political subdivision of the State of
California
Chairperson, Board of Supervisors
APPROVED AS TO FORM:
COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
By:
Deputy
Page 8 of 8
RESOLUTION OF THE BOARD OF SUPERVISORS OF
ORANGE COUNTY, CALIFORNIA
January 29, 2013
WHEREAS, those portions of Edinger Avenue, from approximately 500 feet on the
South side west of the bridge over the Santa Ana River, lying within the City Limits of Santa
Ana are deemed to be highways of County -wide importance; and
WHEREAS, the County of Orange and City of Santa Ana propose to construct roadway
improvements along Edinger Avenue including the bridge over the Santa Ana River, hereinafter
referred to as "City Street(s)"; and
WHEREAS, the County of Orange and the City of Santa Ana have entered into
Agreement No. D12 -025 to define the responsibilities of the County and the City with respect to
construction of City's Street(s).
WHEREAS, Streets and Highways Code Sections 1700 -1704 set forth procedures by
which the County may perform improvements on the City Street(s).
NOW, THEREFORE, BE IT RESOLVED AND ORDERED that City's Street(s) are
hereby declared to be a County highway for the purposes of design, right -of -way acquisition, and
construction by the County of Orange.
BE IT FURTHER RESOLVED that this Resolution be forwarded to the City, and the
City's Street(s) shall become a County Highway upon the consent of the City Council.
BE IT FURTHER RESOLVED that upon the filing of a Notice of Completion that all
improvements to City's Street(s) are complete, the Board of Supervisors hereby declares City's
Street(s) to no longer be a County Highway, and instructs OC Public Works to file copies of this
Resolution and the Notice of Completion with the City Clerk. Ten Days after said filing, City's
Street(s) shall cease to be County Highway.
Resolution No. 13 -005, Item No. 21 Page 1 of 1
Edinger Avenue Bridge Widening over Santa Ana River — City of Santa Ana
Highway Declaration
The foregoing was passed and adopted by the following vote of the Orange County Board of
Supervisors, on January 29, 2013, to wit:
AYES: Supervisors: TODD SPITZER, SHAWN NELSON, JANET NGUYEN
JOHN M. W. MOORLACH
NOES: Supervisor(s):
EXCUSED: Supervisor(s): PATRICIA BATES
ABSTAINED: Supervisor(s):
CHAIRMAN
STATE OF CALIFORNIA
COUNTY OF ORANGE
I, SUSAN NOVAK, Clerk of the Board of Orange County, California, hereby certify that a
copy of this document has been delivered to the Chairman of the Board and that the above and
foregoing Resolution was duly and regularly adopted by the Orange County Board of Supervisors
IN WITNESS WHEREOF, I have hereto set my hand and seal.
Resolution No: 13 -005
Agenda Date: 01/29/2013
Item No: 21
SUSAN NOVAK
Clerk of the Board
County of Orange, State of California
I certify that the foregoing is a true and correct copy of the Resolution
adopted by the Board of Supervisors , Orange County, State of California
Susan rvisors
By:
py
RECORDING REQUESTED BY:
Clerk of the Board of Supervisors
10 Civic Center Plaza
Santa Ana, CA 92701
AND WHEN RECORDED MAIL TO:
Clerk of the Board of Supervisors
County Pony — Bldg. 10, Room 465
ATTN:
This Document was electronically recorded by
Clerk of the Board
Recorded in Official Records, Orange County
Hugh Nguyen. Clerk- Recorder
( 11I11'I,l,l111'III'I'11111'NO FEE
2014000399655 12:37pm 10/01/14
37401 N121
0100 0.00 0.00 0.00 0.00 0.00 0.00 0.00
THIS IS SPACE FOR RECORDER'S USE ONLY
Notice of Completion of Work
NOTICE IS HEREBY GIVEN that the ® County of Orange ❑ Orange County Flood Control Diktgct
Orange County Development Authority ❑ Industrial Development Authority of Orange County `rr- -i ;s
rn�
LLl Orange County Housing Authority, 10 Civic Center Plaza, Santa Ana, California 92701 caused i_an rSvemi t0 be
made, to wit the construction of the following project:
'.rn to
Edinger Avenue Bridge Widening Over Santa Ana River
Agreement No. 013.024 (Job Code: ER09342)
The contract was entered into on the 23r" day of April, 2013; and ?, �
Contract was made with Powell Constructors, Inc.; and
�.n
Construction was actually completed on the 9M of September, 2014; and
Property previously referred to and on which said improvement was made is described as follows
This project widened Edinger Avenue Bridge over the Santa Ana River from 52 feet to 104 feet. In addition,
the work includes the installation of retaining and block walls, construction of sidewalk, placement of
asphalt concrete overlay, restriped Edinger Avenue to a 6 lane configuration from Harbor Boulevard to
Mohawk Drive and the installation of landscape improvements.
The County of Orange is the owner of this property ❑ no ® yes
Type of Interest ® Fee Simple ❑ Leasehold ❑ Easement
Owner or additional owner(s) of the property are known to me as: the City of Fountain Valley and the City of Santa Ana for
the portion of the improvements made within their respective jurisdiction..
COUNTY OF ORANGE AS ENTITY STATED ABOVE
I, SUSAN NOVAK, Clerk of the Board of Supervisors and Clerk of the Orange County entity stated above. County of
Orange. State of California, do hereby certify under penalty of perjury that the foregoing is true and complete to the best of
my knowledge and belief.
Executed at Santa Ana, California on this I S Y day of {'7t D r3 F— rZ, .20 1
//
Susaii Novak
EXE,VPT RECORDING REQUESTED
PER GO f/ERN;VIENT CODE 6163
All, Avorgiii,
.!alli\!
LARRY QUACK P.E.
Civil Engineer
Design Division
Office: (714) 245 -4593
FAX: (714) 667-7531
300 N. Flower Street www.00PublicWorks.com
Santa Ana. CA 92703 Larry .Quachaocpw.ocgov.com
RESOLUTION OF THE BOARD OF SUPERVISORS OF
CITY F Si: 1' I T,t,. .:' I s ;. ORANGE COUNTY, CALIFORNIA
C January 24, 2013
WHEREAS, those portions of Edinger Avenue, from approximately 500 feet on the
South side west of the bridge over the Santa Ana River, lying within the City Limits of Santa
Ana are deemed to be highways of County -wide importance; and
WHEREAS, the County of Orange and City of Santa Ana propose to construct roadway
improvements along Edinger Avenue including the bridge over the Santa Ana River, hereinafter
referred to as "City Street(s)"; and
WHEREAS, the County of Orange and the City of Santa Ana have entered into
Agreement No. D12 -025 to define the responsibilities of the County and the City with respect to
construction of City's Street(s).
WHEREAS, Streets and Highways Code Sections 1700 -1704 set forth procedures by
which the County may perform improvements on the City Street(s).
NOW, THEREFORE, BE IT RESOLVED AND ORDERED that City's Street(s) are
hereby declared to be a County highway for the purposes of design, right -of -way acquisition, and
construction by the County of Orange.
BE IT FURTHER RESOLVED that this Resolution be forwarded to the City, and the
City's Street(s) shall become a County Highway upon the consent of the City Council.
BE IT FURTHER RESOLVED that upon the filing of a Notice of Completion that all
improvements to City's Streets) are complete, the Board of Supervisors hereby declares City's
Street(s) to no longer be a County Highway, and instructs OC Public Works to file copies of this
Resolution and the Notice of Completion with the City Clerk. Ten Days after said filing, City's
Street(s) shall cease to be County Highway.
Resolution No. 13 -005, Item No. 21 Page 1 of I
Edinger Avenue Bridge Widening over Santa Ana River — City of Santa Ana
Highway Declaration
The foregoing was passed and adopted by the following vote of the Orange County Board of
Supervisors, on January 29, 2013, to wit:
AYES:
Supervisors: TODD SPITZER. SHAWN NELSON, JANET NGUYEN
Agenda Date:
JOHN M. W. MOORLACH
NOES:
SupeMsor(s):
EXCUSED:
Supervisor(s): PATRICIA BATES
ABSTAINED:
Supervisor($): w
CHAIRMAN
STATE OF CALIFORNIA
COUNTY OF ORANGE
I, SUSAN NOVAK, Clerk of the Board of Orange County, California, hereby certify that a
copy of this document has been delivered to the Chairman of the Board and that the above and
foregoing Resolution was duly and regularly adopted by the Orange County Board of Supervisors
IN WITNESS WHEREOF, I have hereto set my hand and seal.
Resolution No:
13 -005
Agenda Date:
01/29/2013
Item No:
21
SUSAN NOVAK
Clerk of the Board
County of Orange, State of California
I ratify that the foregoing is a inre and correct copy of the Resolu m
adopted by the Hoard of Supervises , Orange County, State of Cahfomn
Susan Novak, Clerk of thn Board of Supervisors
By:
Deputy
A -2012 -247
Fountain Valley contract Na. 12 - €sL
Agreement No. D 12 -025
CITY 0r(10,PbRAI'4U('..A(jRl EM:1,N'I' BETWI [ N COI N`I'Y OF ORANGE AND CITY OF
CLEr _ I-51t CAI VALLEY AND C1TY Oh SANTA ANA FOR FUNDING AND
CONSTRUCTION OF EDINGER AVENUE
This Cooperative Agreement is made and entered into this )-34-0 day of
J Pi" A1,tz 2013 ( "Agreement'), by and between the COUNTY OI* OI2ANtsE
ount )
«C " a —
( y ), a political subdivision of the State of California, and the CITY OF FOUNTAIN
VALLEY, a municipal corporation in the State of California, and the CITY OF SANTA ANA,
a municipal corporation in the State of` California (collectively, a "City" or the "Cities "). The
County and Cities shall sometimes be referred to separately as a "Party" and collectively as the
"Parties."
RCCITALS
A. the Edinger Avenue Bridge over the Santa Ana River ( "Bridge ") is a County owned
bridge that lies entirely within County right -of -way, providing two -lane travel in each direction
with no existing sidewalk and no bike lanes on either side of the Bridge.
B. County has identified a need to improve pedestrian and bicycle access and traffic
carrying capacity of the Bridge.
C. The proposed project discussed herein will: 1) construct raised sidewalks and bike lanes
on both sides of the Bridge to provide pedestrian and bicyclist access, 2) widen the Bridge to a
major arterial highway width, and 3) add a sidewalk along the south side of Edinger Avenue
from Harbor Boulevard to the Bridge ( "Project ").
D. Portions of the roadways connecting to the Bridge, from approximately five hundred
(500) feet east and west of the Bridge, require widening to provide a smooth transition between
the widened Bridge and the existing roadways.
E- The northerly side of Edinger Avenue wrist of Santa Ana River, the northerly side of the
road, connecting to the Bridge is within the City of Fountain Valley, and the southerly side of the
road is within the County - The roadway east of the Santa Ana River connecting to the Bridge is
within the City of Santa Ana.
P. Pursuant to State and local guidelines, Cotmty, prepared and distributed a Draft Mitigated
Negative Declaration and Initial Study IP 12 -080 for the Project and said IP 12 -030 was
subsequently certified by the County Board of Supervisors as final, complete and adequate to
satisfy the statutory requirements of the California Environmental Quality Act of 1970 (CEQA),
as amended.
G. The Cities fully support the Project and desire to cooperate with the County in
implementing the Project.
Page 1 of 8
AL,reemenl No. D12025
AGREI N EN f
NOW. I-FIFR[^ FORE, in consideration of the fore,-ming recitals of fact, the mutual covenants and
conditions contained herein and other consideration, the value and adequacy of which are hereby
achnowlcdged, the Patties agree as follows
Couttty and Cit 'rojectl,' ndin Obligations
County will be responsible for one hundred percent (100 °l0) of the Project costs including
design, right -ol =way, city -owned utility relocation, construction and construction administration.
County will not be responsible for costs related to review, inspection, oversight, or any other
Project - related administration duties performed by Cities, which shall be solely borne by the
Cities, respectively.
2. Right -ok 'av tic uisition, Design & Construction
2.1 CTS. County is hereby designated as the Lead Agency for Project and is
responsible for preparing, processing and securing all necessary environmental documents
required by CEQA, as amended.
2,2 Project F.nuinaer. County is hereby designated as Project Engineer to perform all
tasks necessary to prepare construction plans, specifications and cost estimates in accordance
with criteria set forth in the current edition of the County of Orange Highway Design Manual.
County of Orange Standard Plans, Cities' Standard Plans, and to advertise, award and administer
the construction of Project and to execute and deliver all documents required in connection with
the construction of Project. County shall comply with all applicable provisions of the Public
Contract Code rand other applicable laws. Furthermore, County shall coordinate with City when
dealing with the community 10 ensure that community concerns are addressed in a Wormier
acceptable to the Parties.
2.3 General Plan Conformance. Cities shall find and provide a statement that the
Project conforms to the City's General Plan.
2.4 CexlntV Hrghruay.J?cclaratiun. In accordance with Streets & Highways Code
sections 1700 -1704, and prior to acquisition of right -of way within the Cities, County shall pass
a resolution declaring the Cities' roadways within the Project to be a County highway fill'
purposes of Project right -of -way acquisition and construction only. Upon receipt of County's
resolution, Cities shall consent by resolution to said County highway status. Upon County filing
a notice of completion and Cities' acceptance of improvements, Cities' roadiva} s shall no longer
be designated a County highway. County and its contractor, subcontractors and agents shall not
be required to obtain an encroachment permit from the Cities or other City permit or pay any
City fee for any purpose covered by this Agreement.
ZJ Rieltt- of -Wav Acquisition. Comity shall be responsible for identifying right-of evay requirements within the Project limits, and shall also be responsible for any appraisals of
properties needed for Project aril right- of-way acquisition within County and Cities. If it is
Paae I of 9
Agreement No. D12 -025
determined that any properties within a City can only be acquired through eminent domain, the
respective City and County will confer to determine which Party will pursue eminent domain
acquisition. County will remain responsible for the acquisition costs regardless if County or
Cities pursue eminent domain.
( Udli Relocation. Cotulty and City shall work together to identify till conflicting
utilities within the Project. County shall issue all utility relocation request letters. City shall
issue concurrence letters to all utilities for relocation requests within City roadways and assist
with relocation efforts. All utility relocations shall be performed by the project and all costs
shall be borne by the project.
2.7 Project Plans,_Insurance & Warranties.
a. County's Engineer or designee ( "County Engineer ") shall submit Project plans,
specifications and engineer's estimate to Cities for review and approval prior to
advertising Project for construction bids. Prior to County advertising Project,
Cities shall promptly review the plans and special provisions for work within their
respective City roadways and either approve or provide comments on said plans
and special provisions within fifteen (15) business days of receipt of such plans
and special provisions from County. 'Should a City Fail to provide timely
comments on, and/or approval of these plans or special provisions in accordance
with this time period, County may make a written demand to City for a response.
If a City thereafter fails to provide comments on, and /or approve such plans or
special provisions within three (3) business days of receipt of such demand, such
plans or special provisions shall be deemed approved by the City.
b. County shall require its contractor to identify the Cities as an additional insured
with insurance sufficiently broad to the satisfaction of the Cities.
c. County shall require its contractor to pass through and assign all warranties to
Cities for Project work associated with their respective roadways.
2.8 Project Advertisement. Upon written approval of the final Project plans,
specifications and engineer's estimate by Cities, County shall perform all of the administrative
work required for advertising for bids, dealing with bid disputes and awarding the construction
contract to the lowest responsible bidder. County may in its discretion reject all bids. 1F after
bids are opened, it is determined that insufficient funds are available to construct Project, County
and Cities shall meet and confer to determine a course of action for Project.
19 Project Inspection. County 'will invite Cities to attend the pre - construction
sleeting after award of the construction contract. Cities shall have access to their respective City
roadways at all times dm-ing construction for the purpose of inspection. County will notify Cities
48 hours in advance prior to construction in the Cities portions. Cities shall inspect regularly.
Should a City deem any remedial work to be necessary, the City shall notify County in writing
thereof within one (1) business day of inspection, specifically describing the needed corrections
Page 3 of 8
Agreement No. D12 -025
and proposed remedial work. The City shalt be solely responsible for any remedial work that is
not brought to the County's attention in accordance with this paragraph.
2.10 Contract Change Orders,. County shall process any contract change orders
( "CCOs ") that are necessary for construction of the Project. If CCOs are needed within a City
roadway. the City shall review and approve such CCOs and provide a Project liaison ( "City
Engineer ") during construction to coordinate CCO approval. City Engineer shall provide
concurrence on CCOs within two (2) business days of County's submittal to City. If City fails to
concur with or propose changes to CCO within such time, such CCO shall be deemed approved.
Comity shall be financially responsible for the CCOs that are included in the County/City
approved final Project scope of work.
2.11 Project Acceptance. Prior to County's acceptance of Project improvements in and
filing a notice of completion, the respective City Engineer shall review and provide written
approval of all Project work within that City. The City Engineer's written approval shalt only be
withheld for w=ork not completed in accordance with the construction contract documents for the
Project, which uncompleted work shall be dealt with during the City's regular inspections.
County shall furnish Cities with one set of record drawings (As -Built drawings) for the
completed Project and a copy of the filed notice of completion.
112 Oay Obligations. Post - Construction. Upon City Engineers' written approval and
County's final acceptance of the Project, Cities shall assume ownership and maintenance
obligations for improvements within City roadways, and Cities shall accept quitclainns front
County for right -of -way acquired by County on Cities' behalf. City of Fountain Valley shall also
assume maintenance responsibilities for landscape improvements within the City.
3. Miscellaneous Obligatio s
3.1 Time is of the Essence. The funding source for the Project requires construction
finds to be expended by .tune 34, 2014. Therefore, time is of the essence. Cities agree to
execute their responsibilities in an expeditious manner so as not to jeopardise Project funding.
32 Indemnification & 1- told Harmless The Parties shall indemnify, defend with
counsel approved in writing, save and hold each of its elected officials, officers, directors, agents
and employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or
expenses, of every type and description to which they may be subjected arising out of any act or
omission of, its employees, representatives, agents and independent contractors in connection
with the implementation of the actions described in this Agreement.
3.3 Assimusnent This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Parties. No assignment of either Party's interest in this
Agreement steal I be made without the written consent of the other Party.
3.4 Endiety & Amendments phis Agreement contains the entire agreement
between the Parties with respect to the matters provided for herein. No alteration or variation of
the terms of this Agreement shall be valid unless made in writing and signed by the Parties; and
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Agreement No. 1)12 -025
no oral understanding or agreement not incorporated herein shall be binding on either or the
Parties.
3.5 Severability If any hart or this Agreement is held, determined, or adjudicated to
be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this
Agreement shall be given effect to the fullest extent reasonably possible.
3.6 Notices Notices or other communications which may be required or
provided under the terms of this Agreement shall be given as follows:
Cities: City of Fountain Valley
10200 Slater Avenue
Fountain Valley, CA 92708
Attention: Mark Lewis, Director of Public WorksiCity Engineer
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Attention: City Engineer
County: County of Orangc /OC Public Works Department
300 N. Flower Street, Room 551
Santa Ana, CA 92702 -4048
Attn: Teejay Areopagita, Project Engineer
A] I notices shall be in writing and deemed effective when delivered in person or deposited in the
United States mail, first class, postage prepaid and addressed as above. Notwithstanding the
above. the Parties may also provide notices by facsimile transmittal, and any such notice so
given shall be deemed to have been given upon receipt during notarial business hours or, in the
event of receipt after business, on the following business day. Any notices, correspondence,
reports and/or statements authorized or required by this Agreement, addressed in any other
fashion shalt be deemed not given.
3.7 Waiver Of Jury Trial Each Party acknowledges that it is aware of and has had the
opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and
each Party, for itself and its successors, creditors, and assigns, does hereby expressly and
knowingly waive and release all such rights to trial by jury in any action, proceeding or
counterclaim brought by any Party hereto against the other ( and/or against its officers, directors,
employees, agents, or subsidiary or affiliated entities) on or with regard to any matters
whatsoever arising out of or in any way connected with this Agreement and /or any other claim of
injury or damage.
3.8 Attorneys Pees In any action or proceeding to enforce or interpret any provision
of this Agreement, or where any provision hereof is validly asserted as a defense, the Parties
shall bear their own attorney's fees, costs and expenses.
Page 5 of 8
Agreement No. 1) 12 -025
3.9 GoveminL Law & Venuc This Agreement has been negotiated and executed
in the State of California and shall be governed by and construed under the laws of the State ol,
California. in the event of any legal action to enforce or interpret this Agreement, the sole and
exclusive venue shall be a court of competent jurisdiction located in Orange County, California,
and the Parties hereto agree to and do hereby submit to the jurisdiction of such court,
notrvithstanding Code of Civil Procedure Section 394.
3.10 Counterparts This Agreement may be executed in two or more counterparts.
each of which shall be deemed an original, but all of which together shall constitute but one and
the same instrument.
3. t I Teermination In the event County or City defaults in the performance of any of
their obligations under this Agreement or materially breaches any of the provisions of this
Agreement, City and County shall have the option to terminate this Agreement upon thirty (30)
days' prior written notice to the other Party. In the event City or County cures such default
within such thirty (30) day period, City and County's election to terminate shall be deemed
revoked and of no further force and effect as to that particular default.
3.12 Availability of Funds This Agreement is subject to the availability of funds
appropriated for this purpose, and nothing herein shall be construed as obligating the Parties to
expend or as involving the Parties in any contract or other obligation for future payment of
money in excess of appropriations authorized by law.
Pa.-e 6 of 8
/\Oprmnou| No, [)|Z'02j
lR W[|NS�S WHEREOF, CITIES have wumed this uOK5BNIFNTto be eXCm\mlbv its
respective mayor and attested 1)), its respective Cleik, and COUNTY has caUsed this
&{i&FE\1�ki[ tobrexocotedhyU)cCbuinnvnofdhoBnvrdo1'Suyurvisoro^nduUestodhyi|s
Clerk na (lie dates written opposite their signatures, all dlCrtuotodu|y authorized hy the Cities
[ounoi| and the Board o[ Supervisors, respectively.
/
ATl|8T:
(
CITY 0FFOUNTAIN VALLEY,
u municipal corporation
Kathy Bailor� City Clerk
Mayor
APPROVE S TCI�Fo M:
CITY (}FSAN [AANA,
uo~nniuhpvcorporation
/��
Du1r:_ `/'' By:
Paul Walters, City Manager
A ?ll�8?: /\YP�0�CD�8t0Y0K�:
88ariuD.8xiza:C� �(a�k ^5oniuCur,°lhvCkx
'` �' � ' '
v
Date:
SIGNED AND CERTIFIED THAT A COPY Of
THIS DOCUMENT HAS BEEN DELIVERED
TO TJJF CHAIRNIAN OF THE BOARD
BV:
Susan Novak
Clerk of the Board of Supervisors of
Orange County, California
Agrccmej)t No. 012-0215
COUNTY OF ORANGE.
a political subdivision of the State of
California
By:
Chairperson �d of Supervisors
APPROVED AS TO FORM:
COLYNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
By: Z'" --
e ty
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