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HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (14) - 20121 2 3 4 5 6 7 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 A -2012 -254 I COOPERATIVE AGREEMENT NO. C -2 -1908 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT NEWHOPE STREET CLASS II BIKEWAYS THIS COOPERATIVE AGREEMENT is effective this 17�"day of Marti I a 2014, 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 City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY'). RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for engineering, right -of -way acquisition, and construction of Newhope Street Class II Bikeways project as defined in the scope of work provided in the Bicycle Corridor Improvement Program 2012 Call for Projects, herein incorporated by reference; (hereinafter referred to as "PROJECT'); and WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation and Air Quality (hereinafter referred to as "CMAQ ") funds; and WHEREAS, the CMAQ program is authorized under Moving Ahead for Progress in the 21" Century (MAP -21) Federal Transportation Act; and WHEREAS, CITY is an eligible sub - recipient of Federal funding under the CMAQ program, and PROJECT is eligible for CMAQ funding contingent on California Department of Transportation Page 1 of 11 :e 1 \\ 13 4 5 1^ 6 V 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 A -2012 -254 COOPERATIVE AGREEMENT NO. C -2 -1908 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT NEWHOPE STREET CLASS II BIKEWAYS THIS COOPERATIVE AGREEMENT is effective this day of 2014, 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 City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY ") RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for engineering, right -of -way acquisition, and construction of Newhope Street Class II Bikeways project as defined in the scope of work provided in the Bicycle Corridor Improvement Program 2012 Call for Projects, herein incorporated by reference; (hereinafter referred to as "PROJECT'); and WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation and Air Quality (hereinafter referred to as "CMAQ ") funds; and WHEREAS, the CMAQ program is authorized under Moving Ahead for Progress in the 21s` Century (MAP -21) Federal Transportation Act; and WHEREAS, CITY is an eligible sub - recipient of Federal funding under the CMAQ program, and PROJECT is eligible for CMAQ funding contingent on California Department of Transportation Page 1 of 11 1 2 3'' 4 5 6 7 s 9 to ti 12 13 14 is I6 17 is 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1948 (hereinafter referred to as "Caltrans ") and the Federal Highway Administration (hereinafter referred to as FHWA) approval; and WHEREAS, on August 13, 2012, AUTHORITY's Board of Directors, approved providing funding of up to Eight Thousand Two Hundred Twenty Eight dollars ($8,228) in CMAQ funds to be matched with One Thousand One Hundred Twenty Two dollars ($1,122) in CITY funds for preliminary engineering phase, and One Hundred Two Thousand Eight Hundred Forty Four dollars ($102,844) in CMAQ funds to be matched with Fourteen Thousand Twenty Four dollars ($14,024) in CITY funds for construction phase; and WHEREAS, CITY and AUTHORITY agree that the total full funding for PROJECT including engineering, right -of -way acquisition, construction management and construction shall be One Hundred Twenty Six Thousand Two Hundred Eighteen dollars ($126,218) in accordance with Exhibit A titled "Bicycle Corridor Improvement Program Funding Plan ", which is attached herein and incorporated by reference; and WHEREAS, AUTHORITY and CITY agree that CMAQ funding for PROJECT is contingent upon funding being available through MAP -21 and PROJECT maintaining its eligibility for this • • • WHEREAS, AUTHORITY and CITY agree that Caltrans and FHWA authorization is required following AUTHORITY's amendment to the Federal Transportation Improvement Program (hereinafter referred to as "FTIP "), and in order to proceed or commence each phase of PROJECT for performance under this Cooperative Agreement; and WHEREAS, AUTHORITY is responsible for programming the funds to specific projects within Orange County; and Caltrans administers the CMAQ program on behalf of the FHWA and is responsible for acquiring federal approvals for PROJECT on behalf of CITY, determining federal eligibility, compliance with federal requirements, and reimbursement for project activities; and WHEREAS, CITY agrees that AUTHORITY reserves the right to change the fund source programmed to the PROJECT; Page 2 of 11 COOPERATIVE AGREEMENT NO. C -2 -1908 I WHEREAS, CITY agrees to act as lead agency for engineering, right -of -way acquisition, 2 construction management and construction of PROJECT; and 3 WHEREAS, this Cooperative Agreement defines the specific terms and conditions and a funding responsibilities between AUTHORITY and CITY (hereinafter referred to as "PARTIES ") for s completion of PROJECT; and 6 WHEREAS, AUTHORITY's Board of Directors approved the Cooperative Agreement on 13th 7 day of August, 2012; and s WHEREAS, The City Manager approved the Cooperative Agreement pursuant to City 9 Council Resolution 2012 -016, approved by the City Council on the 21$t day of May 2012. to NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as It follows: 12 ARTICLE 1. COMPLETE AGREEMENT 13 A. This Cooperative Agreement, including any attachments incorporated herein and 14 made applicable by reference, constitutes the complete and exclusive statement of the term(s) and 0 conditions(s) of this agreement between AUTHORITY and CITY and it supersedes all prior 16 representations, understandings, and communications. The invalidity in whole or in part of any term 14 or condition of this Cooperative Agreement shall not affect the validity of other term(s) or 18 conditions(s) of this Cooperative Agreement. The above referenced Recitals are true and correct 19 and are incorporated by reference herein. 20 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any 21 term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or 22 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) 23 or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. 24 Changes to any portion of this Cooperative Agreement shall not be binding upon AUTHORITY 25 except when specifically confirmed in writing by an authorized representative of AUTHORITY by way 26 Page 3 of 11 COOPERATIVE AGREEMENT NO. C -2 -1908 1 of a written amendment to this Cooperative Agreement and issued in accordance with the provisions 2 of this Cooperative Agreement, 3 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any a term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or 5 relinquishment of CITY's right to such performance or to future performance of such term(s) or 6 condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. 7 Changes to any portion of this Cooperative Agreement shall not be binding upon CITY except when s specifically confirmed in writing by an authorized representative of CITY by way of a written 9 amendment to this Cooperative Agreement and issued in accordance with the provisions of this 10 Cooperative Agreement. 11 ARTICLE 2. SCOPE OF AGREEMENT 12 This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of 13 PARTIES as they pertain to the subjects and projects addressed herein. Both AUTHORITY and 14 CITY agree that each will cooperate and coordinate with the other in all activities covered by this 15 Cooperative Agreement and any other supplemental agreements that may be required to facilitate 16 purposes thereof. 17 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 18 AUTHORITY agrees to the following responsibilities for PROJECT: 19 A. AUTHORITY shall formally request on behalf of CITY that the Southern California 20 Association of Governments (hereinafter referred to as "SCAG ") amend the FTIP to program up to 21 the amount in accordance with the funding plan outlined in Exhibit A, whereby AUTHORITY's 22 performance under this Cooperative Agreement is contingent upon SCAG, Caltrans and FHWA 23 approval. 24 B. AUTHORITY shall provide assistance to CITY in securing the CMAQ funds. 25 C. AUTHORITY shall not be obligated to program any amount beyond what has been 26 identified in this Agreement and what is ultimately approved for the project by Caltrans and FHWA. Page 4 of 11 COOPERATIVE AGREEMENT NO. C -2 -1908 i D. AUTHORITY shall process any required FTIP amendments. 2 E. AUTHORITY shall review and approve CITY's request for obligation of CMAQ funds 3 prior to submittal to Caltrans District 12, 4 F. AUTHORITY may cancel projects for which CITY has not submitted request for s authorization to proceed (hereinafter referred to as "E -76 Request") or has not advanced PROJECT c to ready -to -list stage as determined by Caltrans guidelines by February 1 of the fiscal year identified 7 in Exhibit A as required in Article 4, paragraph E. a ARTICLE 4. RESPONSIBILITIES OF CITY v CITY agrees to the following responsibilities for PROJECT: 10 A. CITY will act as the lead agency for the engineering, right -of -way, construction and u construction management of PROJECT. 12 B. CITY will comply with all local, state, and federal project delivery requirements 13 including but not limited to Disadvantaged Business Enterprise, American with Disabilities Act, and 14 Buy America provisions. 15 C. CITY will submit National Environmental Policy Act (NEPA) and the California ib Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval by 17 November 1 of the programming fiscal year as provided in the project schedule in Exhibit A. is D. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's 19 Estimate of PROJECT cost ninety (90) days prior to E -76 Request, and no later than November 1 of 20 the fiscal year identified in Exhibit A, 21 E. CITY is responsible for preparing and submitting all necessary Caltrans- required 22 documentation including E -76 Request. CITY agrees to submit an E -76 Request to Caltrans District 23 12 by February 1 of the fiscal year identified in Exhibit A. 24 F. CITY acknowledges that if the E -76 Request is not submitted to Caltrans with a copy 25 to OCTA by February 1, or CITY has not advanced PROJECT to ready -to -list stage as determined 26 through Caltrans guidelines by this date, the proposed funding shall be cancelled by AUTHORITY. Page 5 of 11 1 2 3 4 5 6 7 s 9 14 11 12 13 14 15 16 17 1s 19 24 21 22 23 24 25 26 G. CITY shall provide 12% of the Preliminary Engineering Phase cost and Construction costs in CITY funds as the required local match consistent with Exhibit A. H. CITY will invoice Caltrans at minimum once every six months. I. CITY agrees that any cost overruns shall be the responsibility of CITY. J. CITY will submit semi - annual status reports for PROJECT to AUTHORITY due on January 15 for the prior six month period and due on July 15 for the prior six (6) month period (EXHIBIT B titled "Quarterly /Semi - Annual Report Form "), K. CITY will submit a final report to AUTHORITY within six (6) months of Caltrans payment of final progress invoice for PROJECT in accordance with Exhibit C titled "CMAQ Final M • - -s• e L. CITY is responsible for completing PROJECT in accordance with the funding plan (EXHIBIT A), and to abide by all CMAQ programming guidelines, and any and all other federal, state, and Caltrans requirements, ARTICLE 5. DELEGATED AUTHORITY The actions required to be taken by CITY in the implementation of this Cooperative Agreement are delegated to its Director of Public Works, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's Chief Executive Officer, or designee. ARTICLE 6. AUDIT AND INSPECTION AUTHORITY and CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of CITY 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 Cooperative Agreement shall be the date of AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Cooperative Agreement. AUTHORITY shall have the right to reproduce any such -s- s z 3 4 s 6 7 s 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 2s 26 COOPERATIVE AGREEMENT NO. C -2 -1908 books, records, and accounts. The above provision with respect to audits shall extend to and /or be included in construction contracts with CITY's contractor. ARTICLE 7. INDEMNIFICATION A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement, B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property caused by the negligent acts, omissions or willful misconduct by AUTHORITY, Its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. C. The indemnification and defense obligations of this Cooperative Agreement shall survive its expiration or termination, ARTICLE B. ADDITIONAL PROVISIONS AUTHORITY and CITY agree to the following mutual responsibilities: A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect through December 31, 2017 or until final acceptance by AUTHORITY. This Cooperative Agreement may be extended at the mutual consent of both parties. B. Termination: This Cooperative Agreement is null and void if project is not funded. AUTHORITY shall cancel projects for which CITY has not submitted an E -76 Request by February 1 of the fiscal year for which funds are programmed and, or has not advanced PROJECT to ready COOPERATIVE AGREEMENT NO. C -2 -1908 i stage as determined by AUTHORITY. This Cooperative Agreement may be terminated by either z party after giving thirty (30) days written notice. 3 C. This Cooperative Agreement may be amended in writing at any time by the mutual a consent of both parties. No amendment shall have any force or effect unless executed in writing by s both parties. c D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, 7 statues, ordinances and regulations of any governmental authority having jurisdiction over s PROJECT. 9 E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to la execute this Cooperative Agreement on behalf of said parties and that, by so executing this ii agreement, the parties hereto are formally bound to the provisions of this Cooperative Agreement. 12 F. Severability: If any term, provision, covenant or condition of this Cooperative 13 Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of 14 competent jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby, is and each term, provision, covenant or condition of this Cooperative Agreement shall be valid and 16 enforceable to the fullest extent permitted by law. 17 G. Counterparts of Agreement: This Cooperative Agreement may be executed and is delivered in any number of counterparts, each of which, when executed and delivered shall be 19 deemed an original and all of which together shall constitute the same agreement. Facsimile 20 signatures will be permitted. 21 H. Force Maieure: Either AUTHORITY and CITY shall be excused from performing its 22 obligations under this Cooperative Agreement during the time and to the extent that it is prevented from 23 performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of 24 fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or 25 local government; national fuel shortage; or a material act or omission by the other party; when 26 satisfactory evidence of such cause is presented to the other party, and provided further that such Page 8 of 11 COOPERATIVE AGREEMENT NO. C -2 -1908 1 nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the 2 AUTHORITY and CITY not performing. 3 1, Assignment: Neither this Cooperative Agreement, nor any of the AUTHORITY and 4 CITY rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either 5 AUTHORITY or CITY without the prior written consent of the other party in its sole and absolute 6 discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent 7 to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any 8 right to consent to such subsequent assignment. 9 J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 10 authorize or require any party to issue bonds, notes or other evidences of indebtedness under the 11 terms, in amounts, or for purposes other than as authorized by local, state or federal law. 12 K. Governing Law: The laws of the State of California and applicable local and federal 13 laws, regulations and guidelines shall govern this Cooperative Agreement. 14 L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the is performance thereof, the court shall award costs and expenses, including attorney's fees, to the 16 prevailing party. . 17 / 18 / 19 / 20 / 21 / 22 1 23 % 24 / 25 / 26 / Page 9 of 11 M. Notices: Any notices, requests, or demands made between the parties pursuant to this Cooperative Agreement are to be directed as follows: To CITY: To AUTHORITY: City of Santa Ana Orange County Transportation Authority 20 Civic Center Plaza 550 South Main Street Santa Ana, California 92701 P. O. Box 14184 Orange, CA 92863 -1584 Attention: Zdenek Kekula Attention: Ms. Marjorie Morris Threats 714 - 647 -5606 Senior Contract Administrator Email: 714- 560 -5633 ZKekula(@santa- ana.orq Email: mthreats(}a.octa. net Cc: Louis Zhao Transportation Funding Analyst N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of PARTIES hereto. O. Time is of the Essence: Time is of the essence for the work identified in Exhibit A. All work must be completed no later than forty -two (42) months after the E -76 request approval date. / 1 Page 10 of 11 1 2 3 4 5 6 7 I s' 9 10 11 12 13 14 15 i6 17 1s zo ✓ 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO, C -2 -1908 This Agreement shall be effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement No. C -2 -1908 to be executed on the date first above written. CITY OF SANTA ANA ORANGE CO Y TR NSPO TATION AUTHORITY P By: Y By. David Cavazos Darrel oh on City Manager Chief Exeq4tive Officer ATTEST: By. Maria D. Huizar City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: L By: ' L,0/a CM/ v Kennard R. Smart, Jr. General Counsel APPROVAL RECOM Sonia R. Carvalho Kia Mortazavi City Attorney Executive Director, PI Dated: b Dated: S -e49 -1 i Page 11 of 11 AGREEMENT NO. G -2 -1848 EXHIBIT A BCIP FUNDING PLAN BICYCLE CORRIDOR IMPROVEMENT PROGRAM CALL FOR PROJECTS NEWHOPE STREET CLASS II BIKEWAYS • • - - f i f f,,. Schedule Completion Date Final Environmental Document__ 5/21/2012 Begin Design Engineering 3/1/2013 _ Plans, Specifications, and Cost Estimates complete 9/1/2013 Start Right-of-Way Acquisition N/A Right -af -Way Certification N/A Authorization to Proceed for Construction submittal 10/1/2013 Authorization to Proceed for Construction 1211/2013 Award Construction 2/1 /2014 Project Completion (open for use 10/1/2014 Preliminary Engineering and Construction funding authorized through this agreement: Funding BCIP CMAQ: $111,072 Local Match: $15,146 Preliminary Engineering Fund Source Fiscal Year Original Planned Allocation Proportion Congestion Mitigation and Air Quality' 2012 -2013 $8,228 88% City of Santa Ana 2012 -2013 $1,122 _ 12% TOTAL $9,350 100% Right -of -Way Fund Source Fiscal Year Original Planned Allocation Proportion N/A N/A N /A_ N/A TOTAL N/A N/A Construction Fund Source Fiscal Year Original Planned Proportion Allocation Range Congestion Mitigation 2013 -2014 $102,844 88% and Air Quality' Cit of Santa Ana 2013 -2014 $14,024 12% " TOTAL $1161868 100% 1, If needed, CMAQ and local match amounts will be reduced proportionally. Project Manager Name (Print): Signature: Date: Project Title: Agency: Schedule QUARTERLY /SEMI ANNUAL REPORT FORM C EXHIBIT B Original Current Completion Completion Date Date Draft Environmental Document Fiscal Year Planned Obligation Final Environmental Document Actual Expended Remaining Allocation Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right-of-Way Acquisition Right-of-Way Certification Submit Request for Authorization for Const (E -76) Ready to Advertise Award Construction Project Completion open for use) Funding Table: Preliminary Enqineerinq ($000's) Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Right-of-Way ($000's) Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Construction ($000's) Fund Source Fiscal Year Planned Obligation Revised Allocation Actual Expended Remaining Allocation *Am 11= Iii =1 Major Activities: Status: Issues: Phone: Email: EXHIBIT C M EXHIBIT C: FINAL PROJECT REPORT FORM Date OCTA Instructions The responsible agency should fill out the following: 1) Final Project Form, 2) Final Cost, 3) Certificate of Completion. Page 4, the OCTA Staff Verification will be filled out by OCTA staff. In addition, the agency must attach before (if available) and after photographs of the project site and the address or location of the site under the Location and Scope of work section. Location and Scope of Work Verification of Match (Actual Expenditures) � � +� �� �� � r(ENTR �°� � � � (E TER {ENTER`O�CTA 4 i Other Phase,:z SOU E) SO RGE) ...SOURCE CMJaQ Fundm :. Total Engineering $ $ - $ - $ - $ - $ - Right-of-Way $ $ - $ - $ - $ - $ - Construction $ $ - $ - $ - $ - $ - Total $ $ - $ - $ - $ - $ - Proiect Schedule phase Proposed :. Actual Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications. and Cost Estimates complete Start Right-of-Way Acquisition Right-of-Way Certification Ready to Advertise Award Construction Project Completion (open for use) Page 1 m OCTA BCIP: Final Cost Nage 2 MBCIP: OCTA Staff Verification OCTA OCTA STAFF USE ONLY Orange County Transportation Authority staff has inspected the project site and certifies that the project is complete and ready for use. Proiect Title Name Title Signature Date Page 4